Common use of The Closing Clause in Contracts

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on contemporaneous with or immediately following the day immediately prior to the completion closing of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Exchange transactions contemplated by this Agreement (the “"Closing”") will shall take place at the offices of CadwaladerAkerman LLP in Fort Lauderdale, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇Florida, or remotely via such other location as may be mutually agreed upon by the electronic Parties, commencing at 9:00 a.m. Prevailing Eastern Time within three business days following the satisfaction or other exchange waiver of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior all conditions to the completion obligations of the Primary Investor Transactions, assuming all of Parties to consummate the other conditions set forth in Section 1.1(c) and transactions contemplated hereby (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “"Closing Date”"). (b) Subject At the Closing, the Seller shall deliver or cause to the fulfillment or waiver of the conditions be delivered to the Closing in this Section 1.1, at the Closing Buyer: (i) the Company will deliver the Exchange Shares various certificates, instruments and documents referred to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and Section 5.1; {27506716;8} ActiveUS 118074924v.10 (ii) (A) a ▇▇▇▇ of sale in the Investor will deliver form attached hereto as Exhibit B, and (B) such other instruments of conveyance as the Warrant Buyer may reasonably request in order to effect the sale, transfer, conveyance and the certificate representing the Preferred Shares assignment to the Company.Buyer of good title to the Acquired Assets; (ciii) The respective obligations of each a certified copy of the Investor Approval Order (as defined in Section 4.3(a)), substantially in the form attached hereto as Exhibit C, with only such modifications thereto as Buyer and Seller may accept; (iv) Intellectual Property assignments (which assignments shall be prepared, at Buyer's expense, by Buyer or its counsel with full cooperation of Seller and its counsel), duly executed by the Company Seller and/or, if applicable, any party to consummate the Exchange are subject which a security interest was granted or assignment made with respect to the fulfillment (or waiver by foregoing, providing for the Company assignment and the Investor, as applicable) prior transfer to the Closing Buyer of all of such entity's right, title and interest in and to all patents, copyrights, trademarks, service marks, service names, trade names or any applications therefor and any other Intellectual Property, including trademark assignments in the forms attached hereto as Exhibit D-1 and Exhibit D-2, and any and all files, applications, assignments or other documents relating to the prosecution or maintenance of any such Intellectual Property; (v) all of the conditions that Acquired Assets of a tangible nature; (ivi) any approvals or authorizations access to the leased real property site of the Seller located in Boca Raton, Florida; (vii) a list of all United States security codes, passwords and log-ins used by each Seller’s system administrators to access any and all computer hardware and software, electronic networks, databases, and all other governmentalinformation technology systems, regulatory equipment, networks and devices; (viii) a signature page to the Escrow Agreement; and (ix) cross-receipts and such other instruments, documents or judicial authorities (collectivelyagreements, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory acceptable to each party and shall the Buyer, as may be in full force and necessary or reasonably requested by Buyer to effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of evidence the Exchange as transactions contemplated by this Agreement. (dc) The obligation of At the Investor Closing, Buyer shall deliver or cause to consummate the Exchange is also subject be delivered to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditionsSeller: (i) the various certificates, instruments and documents referred to in Section 5.2; (Aii) the representations Cash Purchase Price provided for in Section 1.3(a), in immediately available funds by wire transfer to an account or accounts to be designated by Seller; {27506716;8} ActiveUS 118074924v.10 (iii) an instrument of assumption in the form attached hereto as Exhibit E and warranties such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Company set forth in Article III of this Agreement shall be true Assumed Liabilities; (iv) a signature page to the Escrow Agreement; and (v) cross-receipts and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andinstruments, documents or agreements, in form and substance reasonably acceptable to the Seller, as may be necessary or reasonably requested by Seller to effect and evidence the transactions contemplated by this Agreement.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all closing of the other transactions contemplated by the Investment Agreements; provided that the conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Amended Warrant and the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired expired, and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have called a meeting of its shareholders to vote on (A) an amendment to the Company’s Articles of Incorporation (the “Articles Amendment”) reflecting an increase in the amount of authorized shares of Common Stock sufficient to issue all shares of Common Stock to be issued to the Equity Investors and to the Investor as contemplated by this Agreement (the “Articles Amendment Proposal”), (B) the issuance of shares of Common Stock to the Equity Investors and the Investor as contemplated by this Agreement and as required by Rule 5635 of the NASDAQ Listing Rules (the “Share Issuance Proposal”), and (C) an amendment to the Company’s Articles of Incorporation reflecting the approval of a 100 for 1 reverse stock split of the Common Stock (the “Reverse Stock Split”), if such approval is required by the NASDAQ Listing Rules or as the Company otherwise deems necessary (the “Stock Split Proposal,” and together with the Articles Amendment Proposal and the Stock Split Proposal, the “Shareholder Proposals”), and each of the Shareholder Proposals shall have been approved by a majority of the votes cast on such proposal at such meeting (the “Requisite Shareholder Vote”); (ii) all conditions precedent to the Merger (other than those conditions that by their nature are to be satisfied at the closing of the Merger) shall have been satisfied on the terms set forth therein; (iii) the Company shall have filed with the State of North Carolina the Articles Amendment and such filing shall have been accepted; (iv) all conditions precedent to the transactions contemplated by the Investment Agreements (other than those conditions that by their nature are to be satisfied at the closing of the transactions contemplated by the Investment Agreements) shall have been satisfied on the terms set forth therein so that simultaneously with the Closing, the Company shall issue Common Stock to the Lead Investors in accordance with the Investment Agreements and shall issue Common Stock to the Additional Equity Investors in the Private Placement for aggregate gross proceeds to the Company of not less than $310,000,000; (v) the SunTrust Settlement shall have been effected; (vi) the DPA shall have become effective; (vii) all approvals required to be obtained under the written agreement entered into by the Company with the Federal Reserve Bank of Richmond shall have been obtained; (viii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Non-Voting Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on September 28, 2018; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Voting Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Non-Voting Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence of issuance in book-entry form of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance, if required; and (v) the issuance of the Exchange Shares will not cause the number of shares of Voting Common Stock owned by the Investor, taking into account the Exchange Shares, to exceed 9.9% of the issued and outstanding shares of Voting Common Stock. (e) The obligation of the Company to consummate the Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects; and (ii) the Company shall have received a certificate signed on behalf of Investor by an executive officer or managing principal certifying to the effect that the conditions set forth in Section 1.1(e)(i) have been satisfied.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming five business days after all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the InvestorInvestor (if applicable)) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) if the Conversion Requirements have not been completed prior to the Closing Date, the Company shall have duly adopted and filed with the State of Delaware the amendment to its certificate of incorporation (the “Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (ii) the Company shall have completed the Other Preferred Exchange on terms satisfactory to the Investor in its sole discretion; (iii) the Company shall have completed the Equity Offering; (iv) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andand (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.1(d) have been satisfied; (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Exchange Shares to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to date hereof; provided, however, that the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, will cause the transfer agent for the Common Stock Series A Preferred Shares (as applicable) to register the Exchange Series A Preferred Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Exchanged Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; and (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the Series A Preferred Shares to the Investor. (e) The obligation of the Company to consummate the Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of the Investor set forth in Article V of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; and (ii) the Company shall have received a certificate signed on behalf of the Investor by an executive officer or principal certifying to the effect that the conditions set forth in Section 1.1(e)(i) have been satisfied.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series A Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have obtained an exception from The NASDAQ Stock Market LLC Listing Rule 5635(b) (Shareholder Approval – Change of Control) and Listing Rule 5635(d) (Shareholder Approval – Private Placements), as provided in Listing Rule 5635(f) (Financial Viability Exception), in respect of the issuances of securities by the Company as contemplated by this Agreement and the Investment Agreement; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andand (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied; (iv) the Company shall have duly adopted and filed with the State of Washington the amendment to its articles of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company's “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations;

The Closing. (a) The Any closing of the Exchange (the “Closing”) will hereunder shall take place on the date specified by the Grantee in its Stock Exercise Notice or Cash Exercise Notice or as specified in Section 1(c), as the case may be, at 10:00 A.M., local time, at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇& Ingersoll, ▇▇▇ ▇▇▇▇LLP, ▇▇▇ ▇▇▇▇1735 Market Street, ▇▇▇▇▇Philadelphia, or remotely via Pennsylvania, or, if the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c2(a), (b) and or (dc) shall have not then been satisfied or waivedsatisfied, on the second business day following the satisfaction of such conditions, or at such other place, time and date place as the parties hereto may agree (the "Closing Date"). On the Closing Date, (i) in the event of a closing pursuant to Section 1(b) hereof, the Grantor will deliver to the Grantee a certificate or certificates, representing the Shares in the denominations designated by the Grantee in its Stock Exercise Notice and the Grantee will purchase such Shares from the Grantor at the price per Share equal to the Purchase Price, or (ii) in the event of a closing pursuant to Section 1(c) hereof, the Grantor will deliver to the Grantee cash in an amount determined pursuant to Section 1(c) hereof. Any payment made by the Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this Agreement shall be agreed between made by wire transfer of federal funds to a bank designated by the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”party receiving such funds. (b) Subject The Grantee agrees not to transfer or otherwise dispose of the Option or the Shares, or any interest therein, except in compliance with the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities law. The Grantee further agrees that the certificates representing the Shares shall bear an appropriate legend relating to the fulfillment or waiver of fact that such Shares have not been registered under the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the CompanySecurities Act. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to date hereof; provided, however, that the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, will cause the transfer agent for the Common Stock Series B Preferred Shares (as applicable) to register the Exchange New Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate book-entry shares representing the Preferred Exchanged Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Company shall have filed with the Maryland Department of Assessments and Taxation (and the Maryland Department of Assessments and Taxation shall have confirmed the effectiveness of) an amendment to the Series B Preferred Stock Articles Supplementary, increasing the number of authorized shares of Series B Preferred Stock to 1,506,000 shares (the “Articles Supplementary Amendment”); and (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the New Shares to the Investor. (e) The obligation of the Company to consummate the Exchange is also subject to the fulfillment (or waiver by the Company) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the issuance of the New Shares will not cause the percentage of shares of Common Shares and Series B Preferred Shares owned by the Investor, taking into account the New Shares, to equal or exceed 33.0% of the issued and outstanding shares of the total of the Common Shares and the Series B Preferred Shares; and (iii) the Investor shall have delivered in book-entry form the Exchanged Shares to the Company.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Amended Warrant and the Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series C Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the holders of the Common Stock shall have duly approved, by proxy vote or otherwise, (A) the increase of the number of authorized shares of Common Stock from 100 million to one billion and (B) the issuance of the shares of Common Stock issuable upon conversion of the Capital Securities (the “Underlying Common Shares”) to the Investor upon the conversion of the Capital Securities to shares of Common Stock; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied; (iv) the Company shall have duly adopted and filed with the Commonwealth of Virginia the amendment to its articles of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; and (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. (a) The On the terms and subject to the conditions set forth in this Agreement, the closing of the Exchange (the “Closing”) will take place at the offices of Cadwaladerlocation specified in Schedule A, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via at the electronic or other exchange of documents time and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions date set forth in Section 1.1(c) and (d) shall have been satisfied Schedule A or waivedas soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange CDCI Preferred Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the CPP Preferred Shares to the Company. (c) The respective obligations of each obligation of the Investor and the Company to consummate the Exchange are is also subject to the fulfillment (or waiver by the Company and the Investor, as applicable) at or prior to the Closing of each of the conditions that following conditions: (i) (A) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (iiB) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.; (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (iii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Company shall have delivered to the Investor a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii) have been satisfied, in substantially the form attached hereto as Annex A; (iv) the Company shall have duly adopted and filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity an amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and the Company shall have delivered to the Investor a copy of the filed New Certificate of Designations with appropriate evidence from the Secretary of State or other applicable Governmental Entity that the filing has been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the filing of the New Certificate of Designation has been accepted, in substantially the form attached hereto as Annex A; (v) the Company shall have delivered to the Investor, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement remain true, complete and correct, in substantially the form attached hereto as Annex A; to the extent that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement are no longer true, correct and complete, prior to the Closing Date, the Company shall deliver to Investor true, complete and correct certified copies of any amendments or supplements to the Charter or bylaws of the Company or the documentation necessary to make the Charter or bylaws of the Company delivered to the Investor true, correct and complete as of the Closing Date; (vi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(c)(vi)(A) has been satisfied, in substantially the form attached hereto as Annex A; (vii) the Company shall have delivered to the Investor, a written waiver from each of the Company’s Senior Executive Officers and any other employee of the Company required to have delivered a waiver to Investor pursuant to Section 1.2(d)(v) of the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to the extent that any Senior Executive Officer or any other employee of the Company or its Affiliates that are subject to Section 111 of EESA did not deliver a CPP Waiver, the Company shall cause each such Senior Executive Officer or other employee to have delivered to the Investor a written waiver in the form attached hereto as Annex D releasing the Investor and the Company from any claims that such Senior Executive Officer or other employee may otherwise have as a result of the modification of, or the agreement of the Company hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive Officers or other employees to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111 of EESA as implemented by the Compensation Regulations; (viii) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (ix) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book-entry form, evidencing the CDCI Preferred Shares to the Investor or its designee(s); (x) the Company and the Company Subsidiaries shall have taken all necessary action to ensure that the Company and the Company Subsidiaries and their executive officers, respectively, are in compliance with (i) all guidelines put forth by the Investor with respect to transparency, reporting and monitoring and (ii) the provisions of EESA and any federal law respecting EESA, including the Employ American Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all rules, regulations and guidance issued thereunder; (xi) the Company shall have delivered to the Investor, a copy of the Disclosure Schedule on or prior to the date of the Letter Agreement (the “Signing Date”) and, to the extent that any information set forth on the Disclosure Schedule needs to be updated or supplemented to make it true, complete and correct as of the Closing Date, (i) the Company shall have delivered to the Investor an update to the Disclosure Schedule (the “Disclosure Update”), setting forth any information necessary to make the Disclosure Schedule true, correct and complete as of the Closing Date and (ii) the Investor, in its sole discretion, shall have approved the Disclosure Update, provided, however, that the delivery and acceptance of the Disclosure Update shall not limit or affect any rights of or remedies available to the Investor; (xii) the Company shall have delivered to the Investor prior to the Signing Date either (i) a true, complete and correct certified copy of each CDFI Certification Application that each Certified Entity submitted to the Community Development Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI along with any updates to the CDFI Certification Application necessary to make it true, complete and correct as of the Signing Date or (ii), to the extent a copy of the CDFI Certification Application that any Certified Entity submitted to the Fund in connection with its certification as a CDFI is not available, a newly completed CDFI Certification Application with respect to such Certified Entity true, complete and correct as of the Signing Date (the CDFI Certification Application delivered to the Investor pursuant to this Section 1.2(c)(xii), the “CDFI Application”), and, to the extent any information set forth in the CDFI Application is not true, complete and correct as of the Closing Date, the Company shall have delivered to the Investor an update to the CDFI Application (the “CDFI Application Update”), setting forth any information necessary to make the information set forth in the CDFI Application true, correct and complete as of the Closing Date; and (xiii) CPP/CDCI Securities. The Company shall have paid to Investor [Insert for cumulative Preferred Shares: all accrued and unpaid dividends or interest then due on the CPP Preferred Stock.] [

The Closing. (a) The closing of the Non-Voting Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on February 24, 2017; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Voting Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Non-Voting Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement.. 1 30136630 (d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence of issuance in book-entry form of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance, if required; and (v) the issuance of the Exchange Shares will not cause the number of shares of Voting Common Stock owned by the Investor, taking into account the Exchange Shares, to exceed 4.9% of the issued and outstanding shares of Voting Common Stock. (e) The obligation of the Company to consummate the Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects; and (ii) the Company shall have received a certificate signed on behalf of Investor by an executive officer or managing principal certifying to the effect that the conditions set forth in Section 1.1(e)(i) have been satisfied.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages▇▇▇▇▇▇▇ ▇▇▇▇▇, as the parties may agree. The Closing shall take place at 9:00 a.m., CST on the business day immediately prior to after the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company Trust will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated), cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series A Shares to the CompanyTrust, (iii) the Trust will use the Series A Shares, together with the proceeds of the issuance and sale by the Trust to the Company of $100,000 aggregate liquidation amount of Common Securities to purchase $69,100,000 aggregate principal amount of the Debentures and (iv) the Company will deliver to the Trust Debentures having an aggregate principal amount of $69,100,000. (c) The respective obligations of each of the Investor Investor, the Trust and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company Company, the Trust and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III (x) Sections 3.4 and 3.6 of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date and (y) Sections 3.1, 3.2, 3.3, 3.5, 3.7 and 3.8 of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(i) have been satisfied; (iii) the Investor shall have received an amount equal to all accrued and unpaid dividends on the Series A Shares to, but excluding, the Closing Date in cash to an account designated by the Investor; (iv) the Company shall have delivered to the Investor the Amended and Restated Declaration of Trust and Trust Agreement, in substantially the form attached hereto as Annex A (the “Trust Agreement”), among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association, as property trustee (the “Bank”), BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual, as administrative trustees, and the several Holders (as defined in the Trust Agreement), the Guarantee Agreement, in substantially the form attached hereto as Annex B (the “Guarantee Agreement”), between the Company and the Bank, as guarantee trustee, and the First Supplemental Indenture, in substantially the form attached hereto as Annex C (the “First Supplemental Indenture”), between the Company and the Bank, as trustee, which amends and supplements the Indenture in substantially the form attached hereto as Annex C (the “Base Indenture”), between the Company and the Bank; the Base Indenture and the First Supplemental Indenture are together referred to herein as the “Indenture”; the Trust Agreement, the Guarantee Agreement and the Indenture are collectively referred to herein as the “Governing Agreements”; (v) the Trust shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vi) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annexes D-1 and D-2; and (vii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period beginning with the Company’s receipt of any “financial assistance” (as such term is defined in the Compensation Regulations), and ending on the last date upon which any obligation of the Company arising from such financial assistance remains outstanding (disregarding any warrants to purchase common stock of the Company that the Investor may be holding) (such period, the “Relevant Period”), in order to comply with Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) and (B) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the condition set forth in Section 1.2(d)(vi)(A) has been satisfied; “Senior Executive Officers “ means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations issued or to be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30.

The Closing. (a) The On the terms and subject to the conditions of this Agreement, the closing of the Exchange Transactions (the “Closing”) will shall take place at 10:00 a.m. New York time on the date hereof at the offices of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇, . ▇▇▇▇▇, or remotely via the by remote electronic or other exchange of documents and signature pages(by facsimile, as the parties may agree. The Closing shall take place on the day immediately prior to the completion .pdf, e-mail or other form of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waivedelectronic communication), or at such other place, time date and date place as shall be agreed between to by the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”parties hereto. (b) Subject to At the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing Closing: (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company.Seller shall: (c1) The respective obligations of deliver duly executed counterparts to each of the Investor and the Company to consummate the Exchange are subject to the fulfillment Ancillary Agreements; (or waiver by the Company and the Investor, as applicable2) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made deliver a non-foreign person affidavit in form and substance reasonably satisfactory to each party Buyer that complies with the requirements of Section 1445 of the Code, duly executed by Seller; (3) deliver evidence, reasonably satisfactory to the Buyer, that the consents, waivers, authorizations, approvals, concessions, licenses, Permits, variances, exemptions, Orders and shall be notices set forth in Section 3.3 of the Disclosure Schedule have been obtained and are in full force and effect and all waiting periods required by United States and as of the Closing; and (4) deliver any other applicable law, if any, shall have expired and (ii) no provision of any applicable United States customary certificates or other law and no judgment, injunction, instruments as Buyer may reasonably request in order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by to give effect to this Agreement. (dii) Buyer shall: (1) pay to Seller by Wire Transfer to the account set forth on Schedule I hereto immediately available funds in dollars in an amount equal to the Closing Payment; (2) deposit the Escrow Amount by Wire Transfer in an escrow account pursuant to the Escrow Agreement; (3) deliver duly executed counterparts to each of the Ancillary Agreements; and (4) deliver any other customary certificates or other instruments as Seller may reasonably request in order to give effect to this Agreement. (c) The obligation escrow account shall be governed by the terms and conditions of the Investor Escrow Agreement, and shall be available to consummate the Exchange is also satisfy any Buyer Damages in accordance with and subject to the fulfillment terms and conditions of Article VII. The fees and expenses of the Escrow Agent shall be borne fifty percent (or waiver 50%) by the InvestorBuyer, on the one hand, and fifty percent (50%) at or prior to by the Closing of each of Seller, on the other hand. On the date that is twelve (12) months following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (the “Release Date”), any funds then remaining in the Escrow Account as of the Release Date (other than representations an amount of funds subject to any claims for indemnification pursuant to Section 7.2 and warranties Section 7.4 that by their terms speak are pending and unresolved as of another date, which representations and warranties the Release Date) shall be true released to Seller. (d) Buyer and correct Seller agree that the Purchase Price, and any other consideration to be paid to, or for the benefit of, Seller, shall be allocated among the Acquired Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within sixty (60) calendar days following the Closing Date. If Seller notifies Buyer in all respects as writing within five (5) calendar days of receipt of the Allocation Schedule that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within ninety (90) calendar days following the Closing Date, such dispute shall be resolved by a nationally recognized independent accountant mutually acceptable to Seller and Buyer. The fees and expenses of such other dateaccounting firm shall be borne by Seller. If Seller does not object to the Allocation Schedule within such five (5) andday period, the Allocation Schedule will be final, binding and non-appealable by the parties. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series A Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have obtained an exception from The NASDAQ Stock Market LLC Listing Rule 5635(b) (Shareholder Approval – Change of Control) and Listing Rule 5635(d) (Shareholder Approval – Private Placements), as provided in Listing Rule 5635(f) (Financial Viability Exception), in respect of the issuances of securities by the Company as contemplated by this Agreement and the Investment Agreement; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andand (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied; (iv) the Company shall have duly adopted and filed with the State of Washington the amendment to its articles of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations;

The Closing. (a) The closing Subject to the terms and conditions of this Agreement, the consummation of the Exchange Merger and the other transactions contemplated by this Agreement shall take place at a closing (the “"Closing”") will take place to be held at 10:00 a.m., local time, on the first Business Day after the date on which the last of the conditions to Closing set forth in Article VIII hereof is fulfilled, at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ Mollen & ▇▇▇▇ LLP▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other placetime, time and date or place as shall be agreed between the Company and the InvestorParties may agree upon in writing. The time and date on which the Closing occurs is referred to in this Agreement herein as the “"Closing Date”." (b) Subject to At the fulfillment or waiver of the conditions to the Closing in this Section 1.1Closing, at the Closing (i) the Company will shareholders of BD2 shall deliver to the Exchange Shares to Agent the Investor, as evidenced by one or more certificates dated representing all the Closing Date and registered in the name outstanding shares of the Investor or its designee(s) (or if shares ▇▇▇ ▇▇▇▇▇, free and clear of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) all Liens and (ii) the Investor will Stockholders and BD2 (the "BD2 Parties") shall deliver to Holding and BD1 (the Warrant "BD1 Parties") the certificates, opinions and other agreements and instruments contemplated by Article VIII hereof and the certificate representing the Preferred Shares to the Companyother provisions of this Agreement. (c) The respective obligations of each of At the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the InvestorClosing, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations Holding shall deliver to the Stockholders the certificates representing the shares of Holding Stock and the Holding Warrants constituting the Merger Consideration, free and clear of all United States and other governmentalLiens, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or the BD1 Parties shall deliver to the BD2 Parties the certificates, opinions and other law agreements and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as instruments contemplated by Article VIII hereof and the other provisions of this Agreement. BD2 and the Stockholders acknowledge that the certificates to be issued to the Stockholders and to the other shareholders of BD2 representing their shares of Holding Stock to be issued in the Merger will be legended to reflect (a) customary securities laws restrictions, and (b) the transfer restrictions contained in the agreements referred to in Sections 5.2 and 7.6 hereof. (d) The obligation of Stockholders irrevocably agree that they shall vote "for" the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III adoption of this Agreement shall be true and correct in all respects as though made on and as the Merger at any meeting of the Closing Date (shareholders of BD2 and execute any written consent of shareholders in favor of the Merger if shareholder approval is obtained other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andat a meeting.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to preceding the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the each Exchange (the each, a “Closing”) , and together, the “Closings”), for the avoidance of doubt, subject to the Shareholder Approvals and Regulatory Approval, will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all First Exchange shall occur one (1) Business Day after the satisfaction or waiver of the other conditions set forth in Section Sections 1.1(c), (d) and (d) shall have been satisfied or waivede), or at such other place, time and date as shall be agreed between the Company and the Investor, and each subsequent Closing shall occur as soon as reasonably practicable following the Investor’s notice to the Company of its desire to enter into a Subsequent Exchange. The time and date on which the each Closing occurs is referred to in this Agreement as the a “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the each Closing in this Section 1.1, at the each Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, will cause the transfer agent for the Common Stock (as applicable) to register the Exchange New Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate one or more stock certificates or book-entry shares, as applicable, representing the Preferred Exchanged Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the each Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the each Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of such Exchange (including the Exchange Regulatory Approval) shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and expired, (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the such Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement, (iii) the issuance of the New Shares will not cause the percentage of shares of Common Stock owned by the Investor, taking into account the New Shares, to equal or exceed 24.9% of the issued and outstanding shares of Common Stock or otherwise cause the Investor to own more than 33.3% of the total equity of the Company (as defined by Regulation Y of the Board of Governors of the Federal Reserve System) and (iv) the Shareholder Approvals shall have been obtained, the Articles Amendment has been filed with the Virginia State Corporation Commission, and a certificate of amendment has been issued with respect thereto. (d) The obligation of the Investor to consummate the each Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the each Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of each Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to each Closing; (ii) the Company shall have filed with the Virginia State Corporation Commission (and the Virginia State Corporation Commission shall have confirmed the effectiveness of) the Preferred Stock Articles of Amendment, which Preferred Stock Articles of Amendment shall remain in full force and effect without any amendments or modifications thereto (except as consented to in writing by the Investor and for which any Required Approvals (if any) have been obtained); (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the New Shares to the Investor. (e) The obligation of the Company to consummate each Exchange is also subject to the fulfillment (or waiver by the Company) at or prior to each Closing of each of the following conditions: (i) (A) the representations and warranties of the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of each Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to each Closing; and (ii) the Investor shall have delivered one or more stock certificates or book-entry shares representing the Exchanged Shares to the Company.

The Closing. (a) The On the terms and subject to the conditions of this Agreement, the closing of the Exchange Transactions (the “"Closing”") will shall take place at 10:00 a.m. New York time on the date hereof at the offices of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇, . ▇▇▇▇▇, or remotely via the by remote electronic or other exchange of documents and signature pages(by facsimile, as the parties may agree. The Closing shall take place on the day immediately prior to the completion .pdf, e-mail or other form of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waivedelectronic communication), or at such other place, time date and date place as shall be agreed between to by the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”parties hereto. (b) Subject to At the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing Closing: (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company.Seller shall: (c1) The respective obligations of deliver duly executed counterparts to each of the Investor and the Company to consummate the Exchange are subject to the fulfillment Ancillary Agreements; (or waiver by the Company and the Investor, as applicable2) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made deliver a non-foreign person affidavit in form and substance reasonably satisfactory to each party Buyer that complies with the requirements of Section 1445 of the Code, duly executed by Seller; (3) deliver evidence, reasonably satisfactory to the Buyer, that the consents, waivers, authorizations, approvals, concessions, licenses, Permits, variances, exemptions, Orders and shall be notices set forth in Section 3.3 of the Disclosure Schedule have been obtained and are in full force and effect and all waiting periods required by United States and as of the Closing; and (4) deliver any other applicable law, if any, shall have expired and (ii) no provision of any applicable United States customary certificates or other law and no judgment, injunction, instruments as Buyer may reasonably request in order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by to give effect to this Agreement. (dii) Buyer shall: (1) pay to Seller by Wire Transfer to the account set forth on Schedule I hereto immediately available funds in dollars in an amount equal to the Closing Payment; (2) deposit the Escrow Amount by Wire Transfer in an escrow account pursuant to the Escrow Agreement; (3) deliver duly executed counterparts to each of the Ancillary Agreements; and (4) deliver any other customary certificates or other instruments as Seller may reasonably request in order to give effect to this Agreement. (c) The obligation escrow account shall be governed by the terms and conditions of the Investor Escrow Agreement, and shall be available to consummate the Exchange is also satisfy any Buyer Damages in accordance with and subject to the fulfillment terms and conditions of Article VII. The fees and expenses of the Escrow Agent shall be borne fifty percent (or waiver 50%) by the InvestorBuyer, on the one hand, and fifty percent (50%) at or prior to by the Closing of each of Seller, on the other hand. On the date that is twelve (12) months following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (the "Release Date"), any funds then remaining in the Escrow Account as of the Release Date (other than representations an amount of funds subject to any claims for indemnification pursuant to Section 7.2 and warranties Section 7.4 that by their terms speak are pending and unresolved as of another date, which representations and warranties the Release Date) shall be true released to Seller. (d) Buyer and correct Seller agree that the Purchase Price, and any other consideration to be paid to, or for the benefit of, Seller, shall be allocated among the Acquired Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the "Allocation Schedule"). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within sixty (60) calendar days following the Closing Date. If Seller notifies Buyer in all respects as writing within five (5) calendar days of receipt of the Allocation Schedule that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within ninety (90) calendar days following the Closing Date, such dispute shall be resolved by a nationally recognized independent accountant mutually acceptable to Seller and Buyer. The fees and expenses of such other dateaccounting firm shall be borne by Seller. If Seller does not object to the Allocation Schedule within such five (5) andday period, the Allocation Schedule will be final, binding and non-appealable by the parties. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place New York time, on the business day immediately prior to after the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company Trust will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated), cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series C Shares to the CompanyTrust, (iii) the Trust will use the Series C Shares, together with the proceeds of the issuance and sale by the Trust to the Company of $1,000,000 aggregate liquidation amount of Common Securities to purchase $936,000,000 aggregate principal amount of the Debentures and (iv) the Company will deliver to the Trust Debentures having an aggregate principal amount of $936,000,000. (c) The respective obligations of each of the Investor Investor, the Trust and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company Company, the Trust and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III (x) Sections 3.4 and 3.6 of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date and (y) Sections 3.1, 3.2, 3.3, 3.5, 3.7 and 3.8 of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(i) have been satisfied; (iii) the Company shall have delivered to the Investor the Amended and Restated Declaration of Trust and Trust Agreement, in substantially the form attached hereto as Annex A (the “Trust Agreement”), among the Company, the Bank of New York Mellon, a New York banking corporation, as property trustee (the “Bank”), BNY Mellon Trust of Delaware, a Delaware corporation, as Delaware trustee, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual, as administrative trustees, and the several Holders (as defined in the Trust Agreement), the Guarantee Agreement, in substantially the form attached hereto as Annex B (the “Guarantee Agreement”), between the Company and the Bank, as guarantee trustee, and the First Supplemental Indenture, in substantially the form attached hereto as Annex C (the “First Supplemental Indenture”), between the Company and the Bank, as trustee, which amends and supplements the Indenture in substantially the form attached hereto as Annex C (the “Base Indenture”), between the Company and the Bank; the Base Indenture and the First Supplemental Indenture are together referred to herein as the “Indenture”; the Trust Agreement, the Guarantee Agreement and the Indenture are collectively referred to herein as the “Governing Agreements”; (iv) the Trust shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (v) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annexes ▇-▇, ▇-▇ and D-3; and (vi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the

The Closing. (a) The closing Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to satisfaction or waiver of the Exchange conditions set forth in Articles VI and VII, the closing (the “Closing”) will of the transactions contemplated by this Agreement shall take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & -▇▇▇▇ LLPCompany, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, on a day that is at least five Business Days following the satisfaction or remotely via the electronic or other exchange waiver of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(cArticles VI and VII hereof, or at such other place and time as may be agreed upon by IR and Buyer Parent (the date on which the Closing actually occurs is referred to as the “Closing Date”). The parties will use reasonable efforts to schedule the Closing Date for the last day of a calendar month. Unless the parties agree otherwise, the Closing will be deemed to have occurred at the close of business local time in each applicable jurisdiction on the Closing Date. (b) Deferred Items - Government Approvals. (i) If, on the Closing Date: (A) (x) any Seller or applicable Buyer has not obtained any required Consent of a Governmental Authority in India or the People’s Republic of China or any shareholder approval in India legally required in order to transfer (directly or indirectly) any Sold Shares or any Acquired Assets (the “Deferred Items”), and (dy) shall all other conditions precedent to the Closing have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.or (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(sB) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares x) there is in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) effect any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, restraining order or decree of any nature of any Governmental Entity shall prohibit consummation Authority of competent jurisdiction in India or the People’s Republic of China or any Law or Order in India or the People’s Republic of China that restrains or prohibits the transfer to the applicable Buyer of the Exchange Deferred Items that is not permanent or remains appealable (a “Non-Final Injunction”), and (y) all other conditions precedent to the Closing have been satisfied or waived, such Deferred Items shall be withheld from transfer on the Closing Date, and the closing of such Deferred Item shall be delayed. The Buyer shall not pay the Purchase Price allocable to such Deferred Item (as contemplated by this Agreementset forth on Schedule 2.7), until the closing of such Deferred Item (each, a “Deferred Transfer”). Until each Deferred Transfer occurs, the Sellers and the Buyers shall continue to use commercially reasonable efforts to obtain all such Consents relating to the Deferred Items or the transfer thereof, and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be lifted. (dii) The obligation From and after the Closing, and until such time as the closing of a Deferred Item has occurred, Sellers shall retain ownership of such Deferred Item and shall operate the Investor Business as it relates to consummate such Deferred Item for the Exchange is also subject Sellers’ sole benefit; provided, however, that Sellers’ pre-Closing obligations under this Agreement, including for the avoidance of doubt Section 5.1 hereof, shall continue in force with respect to such Deferred Item until its Deferred Transfer occurs. (iii) Subject to Section 2.4(b)(iv), the fulfillment (or waiver by the Investor) at or prior to the Closing closing of a transfer of each Deferred Item shall be effected on the fifth Business Day after receipt of all applicable legally required Consents and the following conditions:lifting of all applicable Non-Final Injunctions, or at such other time as the parties may agree. (iiv) (A) At any time on or after the representations and warranties of date that is the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as first anniversary of the Closing Date Date, so long as Buyer Parent’s failure to comply with the last sentence of Section 2.4(b)(i) is not the primary cause of the failure of any Deferred Item to be transferred, Buyer Parent may, by delivery of written notice to IR (other than representations and warranties that by their terms speak as each an “Abandonment Notice”), elect to abandon the purchase of another date, which representations and warranties shall be true and correct in all respects as of such other date) andthe remaining Deferred Items.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to preceding the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate certificates representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The On the terms and subject to the conditions set forth in this Agreement, the closing of the Exchange (the “Closing”) will take place at the offices of Cadwaladerlocation specified in Schedule A, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via at the electronic or other exchange of documents time and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions date set forth in Section 1.1(c) and (d) shall have been satisfied Schedule A or waivedas soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares CDCI Senior Subordinated Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares CPP Senior Subordinated Securities to the Company. (c) The respective obligations of each obligation of the Investor and the Company to consummate the Exchange are is also subject to the fulfillment (or waiver by the Company and the Investor, as applicable) at or prior to the Closing of each of the conditions that following conditions: (i) (A) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (iiB) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.; (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (iii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Company shall have delivered to the Investor a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii) have been satisfied, in substantially the form attached hereto as Annex A; (iv) if applicable, the Company shall have duly adopted and filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity an amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) and its bylaws as in effect on the Closing Date and the Company shall have delivered to the Investor a copy of the filed amendment with appropriate evidence from the Secretary of State or other applicable Governmental Entity that the filing has been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the filing of the amendment has been accepted; (v) the Company shall have delivered to the Investor, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement remain true, complete and correct, in substantially the form attached hereto as Annex A; to the extent that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement are no longer true, correct and complete, prior to the Closing Date, the Company shall deliver to Investor true, complete and correct certified copies of any amendments or supplements to the Charter or bylaws of the Company or the documentation necessary to make the Charter or bylaws of the Company delivered to the Investor true, correct and complete as of the Closing Date; (vi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(c)(vi)(A) has been satisfied, in substantially the form attached hereto as Annex A; (vii) the Company shall have delivered to the Investor, a written waiver from each of the Company’s Senior Executive Officers and any other employee of the Company required to have delivered a waiver to Investor pursuant to Section 1.2(d)(v) of the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to the extent that any Senior Executive Officer or any other employee of the Company or its Affiliates that are subject to Section 111 of EESA did not deliver a CPP Waiver, the Company shall cause each such Senior Executive Officer or other employee to have delivered to the Investor a written waiver in the form attached hereto as Annex C releasing the Investor and the Company from any claims that such Senior Executive Officer or other employee may otherwise have as a result of the modification of, or the agreement of the Company hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive Officers or other employees to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111 of EESA as implemented by the Compensation Regulations; (viii) the Company shall have delivered physical certificated debentures in proper form evidencing the CDCI Senior Subordinated Securities to the Investor or its designee(s) in the form attached hereto as Annex D; (ix) the Company shall have delivered to the Investor written opinions from counsel (which may be internal counsel) to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annex B; (x) the Company and the Company Subsidiaries shall have taken all necessary action to ensure that the Company and the Company Subsidiaries and their executive officers, respectively, are in compliance with (i) all guidelines put forth by the Investor with respect to transparency, reporting and monitoring and (ii) the provisions of EESA and any federal law respecting EESA, including the Employ American Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all rules, regulations and guidance issued thereunder; (xi) the Company shall have delivered to the Investor, a copy of the Disclosure Schedule on or prior to the date of the Letter Agreement (the “Signing Date”) and, to the extent that any information set forth on the Disclosure Schedule needs to be updated or supplemented to make it true, complete and correct as of the Closing Date, (i) the Company shall have delivered to the Investor an update to the Disclosure Schedule (the “Disclosure Update”), setting forth any information necessary to make the Disclosure Schedule true, correct and complete as of the Closing Date and (ii) the Investor, in its sole discretion, shall have approved the Disclosure Update, provided, however, that the delivery and acceptance of the Disclosure Update shall not limit or affect any rights of or remedies available to the Investor; (xii) the Company shall have delivered to the Investor prior to the Signing Date either (i) a true, complete and correct certified copy of each CDFI Certification Application that each Certified Entity submitted to the Community Development Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI along with any updates to the CDFI Certification Application necessary to make it true, complete and correct as of the Signing Date or (ii), to the extent a copy of the CDFI Certification Application that any Certified Entity submitted to the Fund in connection with its certification as a CDFI is not available, a newly completed CDFI Certification Application with respect to such Certified Entity true, complete and correct as of the Signing Date (the CDFI Certification Application delivered to the Investor pursuant to this Section 1.2(c)(xii), the “CDFI Application”), and, to the extent any information set forth in the CDFI Application is not true, complete and correct as of the Closing Date, the Company shall have delivered to the Investor an update to the CDFI Application (the “CDFI Application Update”), setting forth any information necessary to make the information set forth in the CDFI Application true, correct and complete as of the Closing Date and

The Closing. (a) The closing of the Preferred Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on September 12, 2016; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and expired, (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement, and (iii) the Investor shall have received a non-control determination with respect to the Company from the Board of Governors of the Federal Reserve System (or the Federal Reserve Bank of San Francisco) and the California Department of Business Oversight, Division of Financial Institutions, and the Investor shall provide written evidence of the same to the Company on or prior to the Closing. (d) The obligation of the Investor to consummate the Preferred Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance; and (v) the issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the Investor, taking into account the Exchange Shares and the Common Stock owned by Patriot Financial Partners Parallel, L.P., to exceed 12.5% of the issued and outstanding shares of Common Stock. (e) The obligation of the Company to consummate the Preferred Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) The representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date); and (ii) The covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects.

The Closing. (a) The closing Subject to the satisfaction or waiver of the Exchange conditions for the Closing set forth in this Section 2.02, the Closing (the “Closing”) will of the purchase and sale of the Initial Notes hereunder shall take place at the offices of CadwaladerSkadden, ▇▇▇Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages▇▇ ▇▇▇▇▇ at 1:00 p.m. Eastern time on October 26, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived2022, or at such other place, time and or date as shall may be mutually agreed between upon in writing by the Company and the Investor. The time and Purchasers (the date on which the Closing occurs is referred to in this Agreement as actually occurs, the “Closing Date”). (b) Subject To effect the purchase and sale of Initial Notes, upon the terms and subject to the fulfillment or waiver of the conditions to the Closing set forth in this Section 1.1Agreement, at the Closing Closing: (i) the Company will and the Trustee shall deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name applicable portion of the Investor Notes against payment in full by or its designee(s) (or if shares on behalf of Common Stock are uncertificated, cause such Purchaser of the transfer agent applicable Purchase Price for the Common Stock to register the Exchange Shares in the name applicable portion of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and Initial Notes; (ii) each Purchaser shall cause a wire transfer to be made in same day funds to an account of the Investor will deliver Company designated in writing by the Warrant and the certificate representing the Preferred Shares Company to the CompanyPurchasers in an amount equal to the Purchase Price for the applicable Initial Notes; and (iii) each Purchaser shall have caused to be delivered to the Company a duly completed and executed version of the appropriate IRS Form W-8 or IRS W-9, as applicable. (c) The respective obligations of each of the Investor and the Company and each Purchaser to consummate the Exchange Closing are subject to the fulfillment (satisfaction or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that following condition: (i) any approvals or authorizations of all United States the purchase and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation sale of the Exchange Notes shall have been obtained not be prohibited by law or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required enjoined by United States and other applicable law, if any, shall have expired and (ii) no provision any governmental authority of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreementcompetent jurisdiction. (d) The obligation obligations of the Investor each Purchaser to consummate the Exchange is also Closing are subject to the fulfillment (satisfaction or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement Sections 3.01(a), 3.01(c) and (e) shall be true and correct in all material respects on and as though made of the Closing Date; (B) the representations and warranties of the Company set forth in (x) Section 3.01(b), (y) the last sentence of Section 3.01(g)(i) and (z) Section 3.01(h) shall be true and correct on and as of the Closing Date and (C) the representations and warranties of the Company set forth in Section 3.01, other than as described in the foregoing clauses (A) and (B), shall be true and correct on and as of the Closing Date (other than without giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties), except where the failure of such representations and warranties referenced in this clause (C) to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (ii) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) each Purchaser shall have received a certificate, dated the Closing Date, duly executed by an executive officer of the Company on behalf of the Company, certifying that the conditions specified in Sections 2.02(d)(i) and 2.02(d)(ii) have been satisfied; (iv) the Company and the Trustee shall have executed the applicable Notes and delivered a copy to each Purchaser, and the originals of such Notes to the Custodian (as defined in the Indenture); (v) the Company and the Trustee shall have executed the Indenture, and copies of the Indenture shall have been delivered to each Purchaser; (vi) the Company shall have provided the applicable listing of additional shares notification to Nasdaq, and received notification from Nasdaq that the listing of additional shares review process has been completed, and Nasdaq shall not have made any objection (not subsequently withdrawn) that the consummation of the Transactions would violate Nasdaq listing rules applicable to the Company; (vii) the Company Common Stock shall not have been delisted from the Nasdaq nor shall the Company have received notice of the potential delisting of the Company Common Stock from the Nasdaq; (viii) the expense reimbursement contemplated by their terms speak Section 6.06 shall have been satisfied (which shall be substantially simultaneous with the Closing if not earlier paid in full); and (ix) the Purchasers purchasing an aggregate of at least 95% of the Initial Notes to be purchased pursuant to this Agreement shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing. (e) The obligations of the Company to sell the Initial Notes to each Purchaser are subject to the satisfaction or waiver of the following conditions as of another date, which the Closing: (i) the representations and warranties of each Purchaser set forth in Section 3.02 shall be true and correct in all material respects on and as of such other datethe Closing Date; (ii) each Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and (iii) the Company shall have received a certificate, dated the Closing Date, duly executed by an authorized person of each Purchaser, certifying that the conditions specified in Sections 2.02(e)(i) and 2.02(e)(ii) have been satisfied.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series F Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have obtained an exception in writing pursuant to Section 312.05 (Financial Viability Exception) of the New York Stock Exchange Listed Company Manual from the shareholder approval policy set forth in Section 312.03 of the New York Stock Exchange Listed Company Manual in respect of the issuances by the Company of the Capital Securities, the shares of Common Stock issuable upon conversion of the Capital Securities (the “Underlying Common Shares”), the Amended Warrant and the Warrant Shares as contemplated by this Agreement, and at least ten days shall have passed since the Company sent its shareholders the letter required by Section 312.05 of the Listed Company Manual; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied; (iv) the Company shall have duly adopted and filed with the Commonwealth of Puerto Rico a Certificate of Designations, having the effect of an amendment to its articles of incorporation (“Charter”), in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; and (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. The Closing shall take place within fifteen (a15) The closing days following the satisfaction of the Exchange Condition (approval and agreement by the “Closing”) will take place Company). Subject to the satisfaction of the Condition, at the offices of Cadwalader, Closing the Purchaser shall (i) pay to Pati▇▇▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇ LLP, ▇Consideration and (ii) deliver to the Company the purchase price for the Warrant Shares as provided for in the Warrant and Pati▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ll deliver or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior cause to be delivered to the completion of Purchaser (1) the Primary Investor Transactions, assuming all of Warrant properly endorsed for transfer to the other conditions set forth Purchaser in Section 1.1(c) the form reasonable required by the Purchaser and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i2) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered Certificate in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause Purchaser for the Warrant Shares issued by the Company's transfer agent for such purpose. The Purchaser hereby acknowledges for the Common benefit of Pati▇▇ ▇▇▇ the Company that the Warrant Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver be issued by the Company and delivered by Pati▇▇ ▇▇ the InvestorPurchaser at the Closing has not been registered and/or qualified under any state or Federal securities laws, rules and regulations and is/are, therefore, deemed to be "restricted securities" under the Securities Exchange Act of 1934, as applicable) prior amended, and that the certificates representing such Warrant Stock issued by the Company to the Purchaser at the Closing will be subject to "stop transfer" instructions given to the Company's stock transfer agent and that such certificate for the Warrant Stock will contain the following or a substantially similar legend: "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the conditions that "Act") or any state securities law. These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of (i) an effective registration statement with respect to the shares under the Act, and any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable state law, if any, shall have expired and or (ii) no provision an opinion of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject counsel satisfactory to the fulfillment (Company that such shares will be offered for sale, hypothecated, sold or waiver by transferred only in a transaction which is exempt under or is otherwise in compliance with the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andapplicable securities laws."

The Closing. (a) The closing of the Exchange (the “"Closing”") will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “"Closing Date”". (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series A Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “"Governmental Entities”") required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the holders of the Common Stock shall have duly approved, by proxy vote or otherwise, the issuance of the shares of Common Stock issuable upon conversion of the Capital Securities (the "Underlying Common Shares") to the Investor upon the conversion of the Capital Securities to shares of Common Stock; (ii) (A) the representations and warranties of the Company set forth in Article III (x) Sections 3.3, 3.4, 3.5 and 3.7 of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date and (y) Sections 3.1, 3.2, 3.6, 3.8 and 3.9 of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied; (iv) the Company shall have duly adopted and filed with the State of Michigan the amendment to its articles of incorporation ("Charter") in substantially the form attached hereto as Annex B (the "New Certificate of Designations") and such filing shall have been accepted; (v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annex C; and (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111

The Closing. (a) The closing Unless this Agreement shall have been terminated pursuant to ARTICLE VIII, subject to the satisfaction or waiver of the Exchange conditions set forth in ARTICLES VI and VII, the closing (the “Closing”"CLOSING") will of the transactions contemplated by this Agreement shall take place at the offices of CadwaladerJones, Day, Reavis & Pog▇▇, ▇22 East ▇▇▇▇ Str▇▇▇, Ne▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇, ▇ third Business Day following the satisfaction or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion waiver of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) 7.7, or if the conditions set forth in Section 6.4 and 7.4 are not satisfied on such date, on the third Business Day following the satisfaction or waiver of the conditions set forth in 6.4 and 7.4 hereof (d) shall have been satisfied or waivedthe "CLOSING DATE"), or at such other place, place and time and date as shall may be agreed between upon by the Company Sellers and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”Buyers. (b) Subject If, on the Closing Date, (i) (A) any Seller or applicable Buyer has not obtained any Governmental Approval or other Consent required in order to transfer (directly or indirectly) any Shares or Venture Interests in Industria Cuscinetti S.p.A. or Torrington Wuxi Bearings Company Limited (collectively, the fulfillment or waiver of "DEFERRED ITEMS"), and (B) the conditions precedent to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one have been satisfied or more certificates dated the Closing Date and registered in the name of the Investor waived or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) there is in effect any injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction or any Law or Governmental Order that restrains or prohibits the Investor will deliver transfer to the Warrant applicable Buyer of any of the Deferred Items (but not any of the other transactions contemplated hereby) that is not permanent and non-appealable (a "NON-FINAL INJUNCTION"), such Deferred Items shall be withheld from sale without any reduction in the Purchase Price. From and after the Closing, the Sellers and the certificate representing the Preferred Shares Buyers shall continue to use reasonable best efforts to obtain all Governmental Approvals and Consents relating to the CompanyDeferred Items or the transfer thereof, and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be lifted. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject Until such time as any Deferred Items have been transferred to the fulfillment applicable Buyer pursuant to Section 2.4(d) (or waiver by each, a "DEFERRED TRANSFER"), the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required Deferred Items shall be held for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party such Buyer's benefit and shall be managed and operated by the Sellers for such Buyer's benefit and account from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, taxes or other items generated thereby to be for such Buyer's account. IR and its Affiliates shall have no Liability to any Buyer arising out of the management or operation of Deferred Items other than for negligence or willful misconduct, for which negligence or willful misconduct IR and its Affiliates will indemnify the Buyers; PROVIDED, that IR and its Affiliates will have no Liability for actions taken in full force accordance with the request or direction of Timken or its Affiliates. Except as set forth in the immediately preceding sentence, the Buyers shall reimburse the Sellers and effect shall hold the Sellers harmless from and against all waiting periods required Liabilities, incurred or asserted as a result of the Sellers' post-Closing direct or indirect ownership, management or operation of the Deferred Items, including, without limitation, the amount of any additional Taxes payable by United States and other applicable lawthe Sellers (whether currently or in the future), after application of the terms of this Agreement, as a result thereof in excess of the amount of Taxes which would have been payable by the Sellers, after application of the terms of this Agreement, if anythe Deferred Items had been transferred to the applicable Buyer on the Closing Date. Notwithstanding the foregoing, the Sellers shall have expired reimburse the applicable Buyers and hold them harmless from and against any additional Taxes payable by such Buyers (ii) no provision of any applicable United States whether currently or other law and no judgmentin the future), injunction, order or decree of any Governmental Entity shall prohibit consummation after application of the Exchange as contemplated by terms of this Agreement, as a result of such Buyers being denied the use of a loss, deduction or Tax credit generated with respect to the Deferred Items because of the Sellers' post-Closing direct or indirect ownership, management or operation of the Deferred Items. Any claim made against the Buyers by any Taxing Authority that would result in a payment pursuant tot he immediately preceding sentence shall be treated as a Tax Claim and be subject to Section 5.6. (d) The obligation closing of a transfer of any Deferred Item shall be effected on the fifth Business Day after receipt of all necessary Consents and Approvals, or at such other time as the parties may agree, and shall be effective upon the execution and delivery of all Transaction Agreements required under Law to effect such transfer. (e) If the Closing of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or transfer of any Deferred Item shall not have occurred prior to the Closing of each 18-month anniversary of the following conditions: Closing Date, (i) (A) the representations and warranties all obligations of the Company set forth in Article III parties with respect to the sale of such Deferred Item and all other Liabilities pursuant to this Agreement with respect to such Deferred Item (other than the indemnities referred to in clause (c) above) shall be true terminated, (ii) IR and correct in all respects as though made its Affiliates shall retain such Deferred Item and (iii) IR shall pay to Timken on and as the 18-month anniversary of the Closing Date (other than representations the amount set forth in the Section 2.3(a)(ii) Allocation with respect to such Deferred Item, plus interest thereon at the Prime Rate for the period beginning on the Closing Date and warranties that by their terms speak as ending on the date of another date, which representations and warranties shall be true and correct in all respects as of such other date) andpayment.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver (a) the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (b) the Cash Consideration and (ii) the Investor will deliver the Warrant and the certificate certificates representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, date hereof or at such other place, time and date as shall be agreed between the Company and the Investor; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, will cause the transfer agent for the Voting Common Stock Shares (as applicable) to register the Exchange New Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate book-entry shares representing the Preferred Exchanged Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; and (ii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the New Shares to the Investor. (e) The obligation of the Company to consummate the Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects; and (ii) the Investor shall have delivered book-entry shares representing the Exchanged Shares to Company.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all closing of the other transactions contemplated by the Investment Agreements; provided that the conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Amended Warrant and the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Board of Directors of the Company has effected the Reverse Stock Split; (ii) the Company shall have duly adopted and filed with the State of Hawaii the amendment to its articles of incorporation (“Charter”) reflecting the Reverse Stock Split and such filing shall have been accepted; (iii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iv) the Company shall have issued Common Stock to the Lead Investors in accordance with the Investment Agreements and shall have issued Common Stock to the Additional Equity Investors in the Private Placement for aggregate gross proceeds to the Company of not less than $325,000,000; (v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(iii) have been satisfied; (vi) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Exchange Shares to the Investor or its designee(s); (viii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex B; (ix) the Exchange Shares and Warrant Shares (as defined below) shall have been authorized for listing on the New York Stock Exchange (“NYSE”), subject to official notice of issuance (x) the Company shall have submitted an application to the NYSE to seek the approval of the NYSE for the Company’s reliance on Section 312.05 of the NYSE Listed Company Manual (the “NYSE Exception Application”) in connection with the issuance of the Common Stock to the Investor and the Equity Investors without the prior approval of the Company’s shareholders, and the NYSE Exception Application shall have been approved and in full force and effect; and (xi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.1(d)(xi)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the day immediately prior to on which the completion of Company shall close the Primary Investor Transactions, assuming transactions contemplated by the Investment Agreement (as defined below); provided that all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Amended Warrant and the Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series B Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the approval of the NASDAQ Stock Market to issue the Capital Securities without approval of the Company’s shareholders in reliance on Rule 5635(f) of the NASDAQ Stock Market Listing Rules previously received by the Company in connection with the transactions contemplated hereby shall remain in full force and effect as of the Closing; (ii) the Company shall have closed the transactions contemplated by the Investment Agreement, dated as of April 29, 2010 (the “Investment Agreement”), by and among the Company, Pacific Capital Bank, National Association (the “Bank”) and SB Acquisition Company LLC, a Delaware limited liability company (“Ford”), pursuant to which, subject to the terms and conditions set forth therein (as such terms and conditions may be waived or amended, subject to Section 5.12 hereof), the Company shall have received an equity recapitalization investment of $500 million and the Company shall have issued to Ford 225,000,000 shares of Common Stock at a purchase price of $0.20 per share and 455,000 shares of the Company’s Series C Convertible Participating Voting Preferred Stock at a purchase price of $1,000 per share; (iii) the Company shall have completed a cash tender offer for $50,000,000 in aggregate principal amount of its Subordinated Debenture due 2014, and at least $18,000,000 in aggregate principal amount of its 9.22% Subordinated Bank Notes due 2011, in each case at a purchase price of $650.00 per $1,000 principal amount of such securities; (iv) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(iv) have been satisfied; (vi) the Company shall have duly adopted and filed with the State of California a Certificate of Determination, having the effect of an amendment to its articles of incorporation (“Charter”), in substantially the form attached hereto as Annex B (the “New Certificate of Determination”) and such filing shall have been accepted; (vii) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (viii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (ix) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; and (x) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(x)(A) has been satisfied; “Senior Executive Officers” means the Company's “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages▇▇▇▇▇▇▇ ▇▇▇▇▇, as the parties may agree. The Closing shall take place at 9:00 a.m., CST on the business day immediately prior to after the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c), (d) and (de) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company Company, the Subsidiary and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares to the InvestorInvestor the Common Shares, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (which certificate or if shares of Common Stock are uncertificatedcertificates shall be issued without any restrictive legend, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver transfer the Warrant and the certificate representing the Preferred Shares Trust Shares, to the CompanySubsidiary as contemplated by the terms of this Agreement. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that following conditions: (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and or other applicable law, if any, shall have expired and expired; (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement; and (iii) the Company shall have obtained the consent of its shareholders to issue the Common Shares if such consent is required by NASDAQ (see Section 4.5 hereof). (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) completion between the date hereof and June 30, 2010, of the sale (for cash or in an exchange for any of the Company’s then outstanding trust preferred or capital securities or an exchange for any of the Company’s then outstanding debt) of at least $75 million of the Company’s Common Stock in one or more offerings, public or private (including any sale or exchanges that may close simultaneously with the Exchange contemplated hereby); (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date), except to the extent that the failure of such representations and warranties to be so true and correct (without giving effect to any qualifiers or exceptions relating to materiality or Company Material Adverse Effect (as defined below)), individually or in the aggregate or the failure to comply with such covenants, does not have and would not reasonably be likely to have a Company Material Adverse Effect and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company certifying to the effect that the conditions set forth in Section 1.2 (c) and (d)(i) and (ii) have been satisfied; (iv) the Investor shall have received an amount equal to all accrued and unpaid distributions on the Trust Shares to, but excluding, the Closing Date in cash to an account designated by the Investor; (v) the Company shall have delivered one or more certificates in proper form evidencing the Common Shares to the Investor or its designee(s), which certificate or certificates shall be issued without any restrictive legend; (vi) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex D; and (e) The obligation of the Company and the Subsidiary to consummate the Exchange is also subject to the fulfillment (or waiver by the Company and the Subsidiary) at or prior to the Closing of each of the following conditions: (i) the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andand the covenants of the Investor hereunder shall have been complied with, except to the extent that the failure of such representations and warranties to be so true and correct (without giving effect to any qualifiers or exceptions relating to materiality or Investor Material Adverse Effect (as defined below)), individually or in the aggregate or the failure to comply with such covenants, does not have and would not reasonably be likely to have an Investor Material Adverse Effect and (ii) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader▇▇▇▇▇▇ & Bird LLP, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the same day immediately prior to as the completion of date on which the Primary Investor Transactions, assuming all of Series C Conversion becomes effective; provided that the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the CDCI Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have obtained the necessary approval of the Company’s stockholders (the “Stockholder Approval”) authorizing (i) an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) increasing the authorized Common Stock to a number at least sufficient to support the issuance of the Exchange Shares and the issuance of Common Stock upon conversion of the Series C Preferred Stock and Series D Preferred Stock issuable only upon the receipt of the Stockholder Approval and mandatory conversion of the Series C Preferred Stock (the “Common Stock Authorization”), (ii) an amendment to the Certificate of Incorporation that would permit the Investor to vote the shares of Common Stock the Investor will hold following the Closing in excess of 9.9% of the outstanding shares of Common Stock (the “Voting Authorization”), (iii) the conversion of the Series C Preferred Stock, (iv) the issuance and conversion of Series D Preferred Stock, and (v) the exchange of the CDCI Preferred Shares for Exchange Shares (collectively, clauses (i) through (v) shall be the “Stockholder Proposals”); (ii) the Company shall have duly adopted and filed with the State of Delaware an amendment to the Certificate of Incorporation (the “Charter Amendment”), in substantially the form attached hereto as Exhibit B, reflecting the Common Stock Authorization and the Voting Authorization, and the Company shall have delivered to the Investor a copy of the filed Charter Amendment with appropriate evidence from the Secretary of State that the filing has been accepted; (iii) the Company shall have issued Series C Preferred Stock to the Equity Investors in the Private Placement for aggregate gross proceeds to the Company of not less than $55,000,000, and all conditions, if any, to the effectiveness of the Series C Conversion shall have been satisfied or waived; (iv) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇V▇▇▇▇▇ & ▇▇▇▇ LLPPrice P.C., ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as the parties may agree. The Closing shall take place at 9:00 a.m., CST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series T Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Securities and Exchange Commission (“SEC”) shall have declared effective the Company’s Form S-4 Registration Statement (Registration No. 333-160985) pertaining to the exchange (the “Series A Exchange”) of the Company’s Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) for shares of the Company’s common stock, par value $0.01 per share (“Common Stock”); (ii) the holders of the Common Stock shall have duly approved, by proxy vote or otherwise, (A) the increase of the number of authorized shares of Common Stock from 64 million to 4 billion and (B) the issuance of the shares of Common Stock issuable upon conversion of the Capital Securities (the “Underlying Common Shares”) to the Investor upon the conversion of the Capital Securities to shares of Common Stock; (iii) the holders of the Series A Preferred Stock shall have duly approved, by proxy vote or otherwise, the issuance of the Capital Securities with rights senior to the Series A Preferred Stock; (iv) (A) the representations and warranties of the Company set forth in Article III (x) Sections 3.3, 3.4, 3.5 and 3.7 of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date and (y) Sections 3.1, 3.2, 3.6, 3.8 and 3.9 of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(iv) have been satisfied; (vi) the Company shall have duly adopted and filed with the Secretary of State of Delaware the amendment to its certificate of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (vii) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (viii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (ix) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annex C; and (x) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and

The Closing. (a) The closing of the Preferred Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on December 22, 2016; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Preferred Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the Exchange Shares to the Investor; (iv) if required pursuant to the listing requirements of The NASDAQ Global Select Market (“NASDAQ”), the Exchange Shares shall have been authorized for listing on NASDAQ, subject to official notice of issuance; and (v) the issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the Investor, taking into account the Exchange Shares, to equal or exceed 4.9% of the issued and outstanding shares of Common Stock. (e) The obligation of the Company to consummate the Preferred Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) The representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date); and (ii) The covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place New York time, on the business day immediately prior to after the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company Trust will deliver the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated), cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series C Shares to the CompanyTrust, (iii) the Trust will use the Series C Shares, together with the proceeds of the issuance and sale by the Trust to the Company of $1,000,000 aggregate liquidation amount of Common Securities to purchase $936,000,000 aggregate principal amount of the Debentures and (iv) the Company will deliver to the Trust Debentures having an aggregate principal amount of $936,000,000. (c) The respective obligations of each of the Investor Investor, the Trust and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company Company, the Trust and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III (x) Sections 3.4 and 3.6 of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date and (y) Sections 3.1, 3.2, 3.3, 3.5, 3.7 and 3.8 of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(i) have been satisfied; (iii) the Company shall have delivered to the Investor the Amended and Restated Declaration of Trust and Trust Agreement, in substantially the form attached hereto as Annex A (the “Trust Agreement”), among the Company, the Bank of New York Mellon, a New York banking corporation, as property trustee (the “Bank”), BNY Mellon Trust of Delaware, a Delaware corporation, as Delaware trustee, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual, as administrative trustees, and the several Holders (as defined in the Trust Agreement), the Guarantee Agreement, in substantially the form attached hereto as Annex B (the “Guarantee Agreement”), between the Company and the Bank, as guarantee trustee, and the First Supplemental Indenture, in substantially the form attached hereto as Annex C (the “First Supplemental Indenture”), between the Company and the Bank, as trustee, which amends and supplements the Indenture in substantially the form attached hereto as Annex C (the “Base Indenture”), between the Company and the Bank; the Base Indenture and the First Supplemental Indenture are together referred to herein as the “Indenture”; the Trust Agreement, the Guarantee Agreement and the Indenture are collectively referred to herein as the “Governing Agreements”; (iv) the Trust shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (v) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annexes ▇-▇, ▇-▇ and D-3; and (vi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all closing of the other transactions contemplated by the Investment Agreements; provided that the conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Amended Warrant and the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired expired, and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have called a meeting of its shareholders to vote on (A) an amendment to the Company’s Articles of Incorporation (the “Articles Amendment”) reflecting an increase in the amount of authorized shares of Common Stock sufficient to issue all shares of Common Stock to be issued to the Equity Investors and to the Investor as contemplated by this Agreement (the “Articles Amendment Proposal”), (B) the issuance of shares of Common Stock to the Equity Investors and the Investor as contemplated by this Agreement and as required by Rule 5635 of the NASDAQ Listing Rules (the “Share Issuance Proposal”), and (C) an amendment to the Company’s Articles of Incorporation reflecting the approval of a 100 for 1 reverse stock split of the Common Stock (the “Reverse Stock Split”), if such approval is required by the NASDAQ Listing Rules or as the Company otherwise deems necessary (the “Stock Split Proposal,” and together with the Articles Amendment Proposal and the Stock Split Proposal, the “Shareholder Proposals”), and each of the Shareholder Proposals shall have been approved by a majority of the votes cast on such proposal at such meeting (the “Requisite Shareholder Vote”); (ii) all conditions precedent to the Merger (other than those conditions that by their nature are to be satisfied at the closing of the Merger) shall have been satisfied on the terms set forth therein; (iii) the Company shall have filed with the State of North Carolina the Articles Amendment and such filing shall have been accepted; (iv) all conditions precedent to the transactions contemplated by the Investment Agreements (other than those conditions that by their nature are to be satisfied at the closing of the transactions contemplated by the Investment Agreements) shall have been satisfied on the terms set forth therein so that simultaneously with the Closing, the Company shall issue Common Stock to the Lead Investors in accordance with the Investment Agreements and shall issue Common Stock to the Additional Equity Investors in the Private Placement for aggregate gross proceeds to the Company of not less than $310,000,000; (v) the SunTrust Settlement shall have been effected; (vi) the DPA shall have become effective; (vii) all approvals required to be obtained under the written agreement entered into by the Company with the Federal Reserve Bank of Richmond shall have been obtained; (viii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ix) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(viii) have been satisfied; (x) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer thereof certifying that all conditions precedent to the Closing have been satisfied or waived; (xi) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (xii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Exchange Shares to the Investor or its designee(s); (xiii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex B; (xiv) the Exchange Shares and Warrant Shares (as defined below) shall have been authorized for listing on the NASDAQ Stock Market (“NASDAQ”), subject to official notice of issuance; and (xv) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.1(d)(xv)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇W▇▇▇▇▇▇▇▇▇ & ▇T▇▇▇ LLP, ▇O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place ▇ at 9:00 a.m. EDT on the business day immediately prior to after the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company Trust will deliver (A) the Exchange Shares Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) and (or if B) 69,600 shares of Common Stock are uncertificated, cause the transfer agent for the Common Series A Preferred Stock to register the Exchange Shares Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and or its designee(s), (ii) the Investor will deliver the Warrant and the certificate representing the 116,000 shares of Series A Preferred Shares Stock to the CompanyTrust, (iii) the Trust will use the Series A Shares, together with the proceeds of the issuance and sale by the Trust to the Company of the Common Securities to purchase $47,835,000 aggregate principal amount of the Debentures and (iv) the Company will deliver to the Trust Debentures having an aggregate principal amount of $47,835,000. (c) The respective obligations of each of the Investor Investor, the Trust and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company Company, the Trust and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(i) have been satisfied; (iii) the Investor shall have received an amount equal to all accrued and unpaid dividends on the Series A Shares to, but excluding, the Closing Date in cash to an account designated by the Investor; (iv) the Company shall have delivered to the Investor the Amended and Restated Declaration of Trust and Trust Agreement, in substantially the form attached hereto as Annex A (the “Trust Agreement”), among the Company, U.S. Bank Trust National Association, a national banking association, as property trustee (the “Bank”), U.S. Bank Trust National Association, a national banking association, as Delaware trustee, and M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual, J▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual, and M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual, as administrative trustees, and the several Holders (as defined in the Trust Agreement), the Guarantee Agreement, in substantially the form attached hereto as Annex B (the “Guarantee Agreement”), between the Company and the Bank, as guarantee trustee, and the First Supplemental Indenture, in substantially the form attached hereto as Annex C (the “First Supplemental Indenture”), between the Company and the Bank, as trustee, which amends and supplements the Indenture in substantially the form attached hereto as Annex D (the “Base Indenture”), between the Company and the Bank; the Base Indenture and the First Supplemental Indenture are together referred to herein as the “Indenture”; the Trust Agreement, the Guarantee Agreement and the Indenture are collectively referred to herein as the “Governing Agreements”; (v) the Trust shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vi) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the forms attached hereto as Annexes E-1 and E-2; (vii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(vii)(A) has been satisfied; “Senior Executive Officers” means the Company's “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations; and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on contemporaneous with or immediately following the day immediately prior to the completion closing of the Primary Investor TransactionsAnchor Investments, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock or Non-Voting Common Stock are uncertificated, cause the transfer agent for the Common Stock or Non-Voting Common Stock, as applicable, to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate certificates representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange Exchange, including the payment of the dividends pursuant to Section 1.1(d)(ix) below, shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on contemporaneous with or immediately following the day immediately prior to the completion closing of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Primary Investor Transactions shall have been completed and shall have resulted in a minimum aggregate amount of not less than the Primary Investor Consideration in gross cash proceeds to the Company; (iii) each of the Common Stock SPAs shall be in full force and effect; (iv) the conditions to closing contained in each of the Common Stock SPAs (other than the condition relating to the Closing hereunder) shall have been satisfied (or waived by the Investor) and the Secondary Investor Consideration shall have been deposited by the Secondary Investors in the amounts set forth in their respective Common Stock SPA (such deposits to be irrevocable except in the case of termination of this Agreement as provided in Section 6.1) with an escrow agent acceptable to the Investor pursuant to an escrow agreement acceptable to the Investor, and all conditions to the release of such amounts from escrow shall have been satisfied or waived; (v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in this Section 1.1(d) have been satisfied; (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Exchange Shares to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex A; and (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employees of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader▇▇▇▇▇▇ & Bird LLP, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the same day immediately prior to as the completion of date on which the Primary Investor Transactions, assuming all of Series C Conversion becomes effective; provided that the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the CDCI Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the Company shall have obtained the necessary approval of the Company's stockholders (the “Stockholder Approval”) authorizing (i) an amendment to the Company's certificate of incorporation (the “Certificate of Incorporation”) increasing the authorized Common Stock to a number at least sufficient to support the issuance of the Exchange Shares and the issuance of Common Stock upon conversion of the Series C Preferred Stock and Series D Preferred Stock issuable only upon the receipt of the Stockholder Approval and mandatory conversion of the Series C Preferred Stock (the “Common Stock Authorization”), (ii) an amendment to the Certificate of Incorporation that would permit the Investor to vote the shares of Common Stock the Investor will hold following the Closing in excess of 9.9% of the outstanding shares of Common Stock (the “Voting Authorization”), (iii) the conversion of the Series C Preferred Stock, (iv) the issuance and conversion of Series D Preferred Stock, and (v) the exchange of the CDCI Preferred Shares for Exchange Shares (collectively, clauses (i) through (v) shall be the “Stockholder Proposals”); (ii) the Company shall have duly adopted and filed with the State of Delaware an amendment to the Certificate of Incorporation (the “Charter Amendment”), in substantially the form attached hereto as Exhibit B, reflecting the Common Stock Authorization and the Voting Authorization, and the Company shall have delivered to the Investor a copy of the filed Charter Amendment with appropriate evidence from the Secretary of State that the filing has been accepted; (iii) the Company shall have issued Series C Preferred Stock to the Equity Investors in the Private Placement for aggregate gross proceeds to the Company of not less than $55,000,000, and all conditions, if any, to the effectiveness of the Series C Conversion shall have been satisfied or waived; (iv) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (v) the Investor shall have received a certificate, in substantially the form attached hereto as Annex A, signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the conditions set forth in Section 1.1(d)(iv) have been satisfied; (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Exchange Shares to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex B; (viii) the Exchange Shares shall have been authorized for listing on the NASDAQ Stock Market, LLC (“NASDAQ”); (ix) the Company shall have delivered to the Investor prior to the date hereof either (i) a true, complete and correct certified copy of each CDFI Certification Application that each Certified Entity submitted to the Community Development Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI along with any updates to the CDFI Certification Application necessary to make it true, complete and correct as of the date hereof or (ii), to the extent a copy of the CDFI Certification Application that any Certified Entity submitted to the Fund in connection with its certification as a CDFI is not available, a newly completed CDFI Certification Application with respect to such Certified Entity that is true, complete and correct as of the date hereof (the CDFI Certification Application delivered to the Investor pursuant to this Section 1.1(d)(ix), the “CDFI Application”), and, to the extent any information set forth in the CDFI Application is not true, complete and correct as of the Closing Date, the Company shall have delivered to the Investor an update to the CDFI Application (the “CDFI Application Update”), setting forth any information necessary to make the information set forth in the CDFI Application true, correct and complete as of the Closing Date; (x) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations; (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.1(d)(x)(A) has been satisfied; “Senior Executive Officers” means the Company's “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations; and (C) the Company shall have obtained waivers from all relevant directors, officers and employees of the Company necessary to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Company or any of its Affiliates; and

The Closing. (a) The closing of the Preferred Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on September 12, 2016; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and expired, (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement, and (iii) the Investor shall have received a non-control determination with respect to the Company from the Board of Governors of the Federal Reserve System (or the Federal Reserve Bank of San Francisco) and the California Department of Business Oversight, Division of Financial Institutions, and the Investor shall provide written evidence of the same to the Company on or prior to the Closing. (d) The obligation of the Investor to consummate the Preferred Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance; and (v) the issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the Investor, taking into account the Exchange Shares and the Common Stock owned by Patriot Financial Partners, L.P., to exceed 12.5% of the issued and outstanding shares of Common Stock. (e) The obligation of the Company to consummate the Preferred Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) The representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date); and (ii) The covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects.

The Closing. (a) The closing of the Exchange transactions contemplated hereby (the “"Closing”") will shall take place at the Palo Alto offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇Gary ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇reidenrich LLP, ▇▇▇ ▇▇▇▇commencing at 9:00 a.m. on November 4, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, 1998 or remotely via the electronic or at such other exchange of documents and signature pages, time and/or place and/or such other date as the parties may agree. The mutually agree (the "Closing shall take place on the day immediately prior to the completion of the Primary Investor TransactionsDate"); provided, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waivedhowever, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which that the Closing occurs is referred to in this Agreement as Date shall not be later than November 6, 1998 unless otherwise mutually agreed by the “Closing Date”parties. (b) Subject At the Closing, upon the terms and subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1set forth herein, at the Closing (i) the Company will shall issue and deliver the Exchange Shares or cause to the Investor, as evidenced by one or more certificates dated the Closing Date be issued and registered in the name of the Investor or its designee(s) (or if delivered to General Magic a stock certificate representing 490,000 shares of Common Stock, a stock certificate representing 6,600,000 shares of Series A Preferred Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the CompanyWarrant. (c) The respective obligations of each of At the Investor Closing, upon the terms and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investorconditions set forth herein, as applicable) prior to the Closing of the conditions that General Magic shall (i) any approvals tender cash, payable by check or authorizations of all United States wire transfer, in an amount equal to the Cash Consideration less the GM Expenses and other governmental(ii) execute and deliver such documentation and agreements necessary to effectuate the assignment or license, regulatory or judicial authorities (collectivelyas the case may be, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained DR Assets and the Licensed Assets and the transfer of the Assumed Liabilities to the Company, including but not limited to, the License Agreement, a bill ▇▇ sale substantially in the form attached hereto as Exhibit B, an assignment and assumption agreement substantially in the form attached hereto as Exhibit C, and any other instruments of conveyance or made transfer which may be reasonably necessary as requested by the Company, each in form and substance reasonably satisfactory acceptable to each party the Company, pursuant to which General Magic shall (A) sell, convey, assign, transfer and shall be in full force deliver to the Company all right, title and effect interest in, to and under the DR Assets, free and clear of any and all waiting periods required by United States and other applicable law, if any, shall have expired Liens (as defined below) and (iiB) no provision license to the Company the Licensed Assets pursuant to the License Agreement, and the Company shall assume the Assumed Liabilities from General Magic. General Magic shall simultaneously with such deliveries take all additional steps as may be necessary to put the Company in actual possession and operating control of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation all of the Exchange as contemplated by this AgreementDR Assets and the Licensed Assets. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to On and after the Closing of each of Date, the following conditions: (i) (A) the representations parties hereto shall enter into, execute and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of deliver such other dateand further agreements, documents and instruments, as any of them may reasonably request, for the purpose of effectuating the transactions contemplated by this Agreement, in each case upon the terms and conditions of Section 5.2(b) andbelow.

The Closing. (a) The closing of 9.1 Subject to the Exchange (terms and conditions hereof, the “Closing”) will Closing shall take place at the Time of Closing at the offices of Cadwaladerthe Corporation’s legal counsel, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ LLP, of Suite ▇▇▇ – ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via such other location in the electronic or other exchange City of documents and signature pagesVancouver, in the Province of British Columbia, as the parties Agent and the Corporation may agree. The Closing . 9.2 At the Time of Closing, the Corporation shall take place on the day immediately prior deliver to the completion Agent a certificate, in form and substance satisfactory to counsel for the Agent, signed by the President, Chief Executive Officer and Chief Financial Officer of the Primary Investor TransactionsCorporation, assuming all of dated the other conditions set forth Closing Date, addressed to the Agent to the effect that, after a reasonable investigation: (a) the representations and warranties contained in Section 1.1(c) 5.1 hereof are true and (d) shall have been satisfied or waived, or correct in any material respect at such other place, time and date as shall be agreed between at the Company and Time of Closing after giving effect to the Investor. The time and date on which transactions contemplated by the Closing occurs is referred to in this Agreement as the “Closing Date”.Prospectus; (b) Subject to the fulfillment or waiver of Corporation has, in all material respects, complied with all covenants and satisfied all the conditions contained herein on its part to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one be performed or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) satisfied at or prior to the Closing Date; (c) such officer has carefully examined the Preliminary Prospectus and the Prospectus and since the respective dates as of each which information is given in the Preliminary Prospectus and the Prospectus, except as set forth in and contemplated thereby, the Corporation has not incurred any material amount of liabilities or obligations (absolute, accrued, contingent or otherwise) and there has been no adverse Material Change which would trigger the requirement to file an amended Prospectus; and (d) no event of material default under any agreement or instrument to which the Corporation is a party has occurred and no event which with the giving of notice or the passage of time or both would constitute an event of material default under any such agreement or instrument has occurred and is continuing; and (e) such matters as the Agent may reasonably request in connection with this Offering. 9.3 At the Time of Closing, the Agent shall receive a favorable legal opinion, addressed to the Agent and its counsel, from counsel to the Corporation, to the effect that: (a) the Corporation has been duly incorporated under the laws of British Columbia and is a valid and existing company, and is with respect to its filing of annual reports with the British Columbia Registrar of Companies, in good standing; (b) the Corporation has all requisite corporate power and capacity to carry on its business as now conducted and as proposed in the Prospectus to be conducted; (c) the authorized and issued capital of the following conditions:Corporation is as disclosed in the Prospectus; the issued capital of the Corporation has been validly issued in accordance with applicable corporate and securities laws and is fully paid and non-assessable; (d) the form of the definitive certificate representing the Common Shares has been approved and adopted by the directors of the Corporation and conforms to the requirements of applicable law; (e) the Exchange has conditionally accepted notice of the issuance of the Offered Common Shares and the Agent’s Option Shares and the Common Shares issuable upon exercise of the Directors’ and Officers’ Options and has conditionally approved the listing of such Common Shares and all previously issued Common Shares on the Exchange; (f) this Agreement, the Escrow Agreement referred to in the Prospectus, the Agent’s Option Agreement and the Directors’ and Officers’ Options have been duly authorized by all necessary corporate action by the Corporation and have been duly executed and delivered by the Corporation and constitute valid and binding obligations of the Corporation and each is enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (g) the execution and delivery by the Corporation of this Agreement and the Agent’s Option Agreement and the performance by the Corporation of its obligations hereunder and thereunder will not result in any material breach or violation of, or be in conflict with, or constitute a material default under, any term or provision of the constating documents or any shareholders’ or directors’ resolutions of the Corporation of which counsel is aware, or any agreement of which counsel is aware and to which the Corporation is a party or by which the Corporation is bound; (h) Odyssey Trust Company at its principal offices in the City of Vancouver, British Columbia has been duly appointed the transfer agent and registrar for the Common Shares; (i) all necessary documents have been filed and proceedings taken under the Securities Legislation to qualify the distribution of the Offered Common Shares to the public in the Offering Jurisdictions the Agent’s Option to the Agent in the Offering Jurisdictions; and the Directors’ and Officers’ Options to Directors and Officers of the Corporation in the Offering Jurisdictions; (Aj) all necessary corporate action has been taken by the Corporation to authorize the grant of the Agent’s Option and issuance of the Agent’s Option Shares on exercise of the Agent’s Option and the Agent’s Option Shares, when issued in accordance with the terms of the Agent’s Option Agreement, will be validly issued as fully paid and non assessable; and (k) the representations and warranties first trade in the Offering Jurisdictions of the Company set forth in Article III of this Agreement shall be true Offered Common Shares and correct in all respects as though made on and as of the Closing Date Agent’s Option Shares (other than representations trades from the holdings of a “control person” as defined by the Securities Legislation) will be exempt from the prospectus requirements of the Securities Legislation and warranties no other documents are or will be required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Corporation under the Securities Legislation in connection with any such trade made through a registrant properly registered under the Securities Legislation who has complied with the requirements thereof (subject to the usual qualifications), provided that by their terms speak as (i) the Corporation is a “reporting issuer” in a jurisdiction of another date, which representations and warranties shall be true and correct in all respects as Canada at the time of such trade, and (ii) such trade is not a transaction or part of a series of transactions in the course of or incidental to a “distribution” (as defined by the Securities Legislation). 9.4 In giving the foregoing opinions counsel for the Corporation may rely upon opinions of local counsel, acceptable to the Agent, as to the laws of jurisdictions other date) andthan the jurisdictions in which such counsel is licensed to practice law, if any, and as to matters of fact not within their knowledge, upon certificates as to such facts, signed, in the case of the Corporation, by the President, Chief Executive Officer or Chief Financial Officer of the Corporation. 9.5 At the Time of Closing, the Corporation shall direct Odyssey Trust Company, as the registrar and transfer agent for the Common Shares, to issue and deliver the Offered Common Shares in accordance with the instructions of the Agent and the Agent will pay the gross proceeds from the sale of the Offered Common Shares pursuant to the Offering to the Corporation, (less any amounts deducted pursuant to Section 9.6). 9.6 The Corporation authorizes the Agent to deduct, at Closing, any reasonable amounts owed by the Corporation in respect of the Agent’s expenses, Agent’s Commission and Corporate Finance Fee from the proceeds of the Offering accounting for any prepayment previously forwarded by the Corporation as provided for in Article 10. The Agent will, on the Closing Date, deliver to the Corporation a written description and reconciliation of its expenses deducted from the gross proceeds of the Offering. 9.7 If the Agent has not already deducted such amounts pursuant to the provisions of Section 9.6 at the Time of Closing, the Corporation shall deliver to the Agent payment of the Agent’s Commission in the form satisfactory to the Agent as provided for in Article 3 hereof, payment of the balance of the Corporate Finance Fee and payment of the balance owed in respect of the expenses of the Agent and the fees and expenses of the Agent’s legal counsel, accounting for any prepayment previously forwarded by the Corporation. 9.8 If subscriptions representing the Minimum Offering have not been raised by the Agent or accepted by the Corporation by the expiry of the Offering Period, the Offering will be withdrawn and the Subscription Funds will be returned to the Subscribers without interest or deduction.

The Closing. (a) The closing of the Preferred Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on September 12, 2016; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and expired, (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement, and (iii) the Investor shall have received a non-control determination with respect to the Company from the Board of Governors of the Federal Reserve System (or the Federal Reserve Bank of San Francisco) and the California Department of Business Oversight, Division of Financial Institutions, and the Investor shall provide written evidence of the same to the Company on or prior to the Closing. (d) The obligation of the Investor to consummate the Preferred Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance; and (v) the issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the Investor, taking into account the Exchange Shares, to exceed 13.3% of the issued and outstanding shares of Common Stock. (e) The obligation of the Company to consummate the Preferred Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) The representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date); and (ii) The covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects.

The Closing. (a) The closing of the Non-Voting Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on February 24, 2017; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Voting Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Non-Voting Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement.. 1 30169533 (d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence of issuance in book-entry form of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance, if required; and (v) the issuance of the Exchange Shares will not cause the number of shares of Voting Common Stock owned by the Investor, taking into account the Exchange Shares, to exceed 9.95% of the issued and outstanding shares of Voting Common Stock. (e) The obligation of the Company to consummate the Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects; and (ii) the Company shall have received a certificate signed on behalf of Investor by an executive officer or managing principal certifying to the effect that the conditions set forth in Section 1.1(e)(i) have been satisfied.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the day immediately prior to on which the completion of Company shall close the Primary Investor Transactions, assuming transactions contemplated by the Investment Agreement (as defined below); provided that all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Amended Warrant and the Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series B Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the approval of the NASDAQ Stock Market to issue the Capital Securities without approval of the Company’s shareholders in reliance on Rule 5635(f) of the NASDAQ Stock Market Listing Rules previously received by the Company in connection with the transactions contemplated hereby shall remain in full force and effect as of the Closing; (ii) the Company shall have closed the transactions contemplated by the Investment Agreement, dated as of April 29, 2010 (the “Investment Agreement”), by and among the Company, Pacific Capital Bank, National Association (the “Bank”) and SB Acquisition Company LLC, a Delaware limited liability company (“Ford”), pursuant to which, subject to the terms and conditions set forth therein (as such terms and conditions may be waived or amended, subject to Section 5.12 hereof), the Company shall have received an equity recapitalization investment of $500 million and the Company shall have issued to Ford 225,000,000 shares of Common Stock at a purchase price of $0.20 per share and 455,000 shares of the Company’s Series C Convertible Participating Voting Preferred Stock at a purchase price of $1,000 per share; (iii) the Company shall have completed a cash tender offer for $50,000,000 in aggregate principal amount of its Subordinated Debenture due 2014, and at least $18,000,000 in aggregate principal amount of its 9.22% Subordinated Bank Notes due 2011, in each case at a purchase price of $650.00 per $1,000 principal amount of such securities; (iv) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(iv) have been satisfied; (vi) the Company shall have duly adopted and filed with the State of California a Certificate of Determination, having the effect of an amendment to its articles of incorporation (“Charter”), in substantially the form attached hereto as Annex B (the “New Certificate of Determination”) and such filing shall have been accepted; (vii) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (viii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (ix) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; and (x) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(x)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. Subject to the terms and conditions of this Agreement, the closing (athe "Closing") The closing of the Exchange (sale and purchase of the “Closing”) will Securities under this Agreement shall take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & and ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇ (or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place signatures) on the day immediately prior to date that is three (3) business days after the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment satisfaction or waiver of all of the conditions to the obligations of the parties to consummate the transactions contemplated hereby (the "Closing in this Section 1.1, at Date"). At the Closing the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all such documents delivered: (a) the Company and the Purchasers shall execute and deliver (by means of the Financing Signature Page) the Stockholders Agreement in the form attached hereto as Exhibit D (the "Stockholders Agreement"); (b) the Company shall deliver to the Purchasers certificates, as of the most recent practicable dates, (i) as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a foreign corporation issued by the Secretary of State of New Jersey; (c) the Company shall deliver to the Purchasers the Certificate of Incorporation of the Company as amended and in effect as of the Closing Date certified by the Secretary of State of the State of Delaware, which Certificate of Incorporation shall be in the form attached hereto as Exhibit C; (d) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company; (ii) the signatures and titles of the officers of the Company will executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (e) the Company shall deliver to each of the Exchange Shares to Purchasers a certificate for the Investornumber of Securities set forth opposite such Purchaser's name on Exhibit A, as evidenced by one or more certificates dated the Closing Date and registered in the name of such Purchaser; (f) the Investor or its designee(s) (or if shares Company shall deliver to each of Common Stock are uncertificatedthe Purchasers that number of Transaction Warrants set forth opposite such Purchaser's name on Exhibit A, cause the transfer agent for the Common Stock to register the Exchange Shares and in the name form attached hereto as Exhibit H; (g) the Company shall deliver to each of the Investor Purchasers that number of Funding Warrants set forth opposite such Purchaser's name on Exhibit A, and deliver reasonably satisfactory evidence of such registration to in the Investorform attached hereto as Exhibit I; (h) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares each Purchaser shall tender to the Company. (c) , the Purchase Price for the Securities being purchased from the Company. The respective obligations of each of the Investor Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on Exhibit A have tendered to the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:payment indicated thereon; and (i) (A) the representations and warranties of the Company set forth in Article III of this a duly executed Purchase Agreement shall be true and correct in all respects as though made on and as delivered to each of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andparties hereto.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pagesat 9:00 a.m., as the parties may agree. The Closing shall take place EST on the first business day immediately prior to following the completion of the Primary Investor Transactions, assuming day on which all of the other conditions set forth in Section 1.1(cSections 1.2(c) and (d) shall have been are satisfied or waivedwaived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company will deliver the Exchange Shares Amended Warrant and the Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Series C Shares and the original Old Warrant to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) the holders of the Common Stock shall have duly approved, by proxy vote or otherwise, (A) the increase of the number of authorized shares of Common Stock from 100 million to one billion and (B) the issuance of the shares of Common Stock issuable upon conversion of the Capital Securities (the “Underlying Common Shares”) to the Investor upon the conversion of the Capital Securities to shares of Common Stock; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied; (iv) the Company shall have duly adopted and filed with the Commonwealth of Virginia the amendment to its articles of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted; (v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s); (vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s); (vii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; and (viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company's “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.

The Closing. (a) The closing Unless this Agreement shall have been terminated pursuant to ARTICLE VIII, subject to the satisfaction or waiver of the Exchange conditions set forth in ARTICLES VI and VII, the closing (the “"Closing”") will of the transactions contemplated by this Agreement shall take place at the offices of CadwaladerJones, Day, Reavis & Pogue, 222 East 41st Street, New York, N▇▇ ▇▇rk 1001▇, ▇▇▇▇▇▇▇▇ la▇▇▇ & ▇▇ha▇ ▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, sfaction or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion waiver of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) 7.7, or if the conditions set forth in Section 6.4 and 7.4 are not satisfied on such date, on the third Business Day following the satisfaction or waiver of the conditions set forth in 6.4 and 7.4 hereof (d) shall have been satisfied or waivedthe "Closing Date"), or at such other place, place and time and date as shall may be agreed between upon by the Company Sellers and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”Buyers. (b) Subject If, on the Closing Date, (i) (A) any Seller or applicable Buyer has not obtained any Governmental Approval or other Consent required in order to transfer (directly or indirectly) any Shares or Venture Interests in Industria Cuscinetti S.p.A. or Torrington Wuxi Bearings Company Limited (collectively, the fulfillment or waiver of "Deferred Items"), and (B) the conditions precedent to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one have been satisfied or more certificates dated the Closing Date and registered in the name of the Investor waived or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) there is in effect any injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction or any Law or Governmental Order that restrains or prohibits the Investor will deliver transfer to the Warrant applicable Buyer of any of the Deferred Items (but not any of the other transactions contemplated hereby) that is not permanent and non-appealable (a "Non-Final Injunction"), such Deferred Items shall be withheld from sale without any reduction in the Purchase Price. From and after the Closing, the Sellers and the certificate representing the Preferred Shares Buyers shall continue to use reasonable best efforts to obtain all Governmental Approvals and Consents relating to the CompanyDeferred Items or the transfer thereof, and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be lifted. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject Until such time as any Deferred Items have been transferred to the fulfillment applicable Buyer pursuant to Section 2.4(d) (or waiver by each, a "Deferred Transfer"), the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required Deferred Items shall be held for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party such Buyer's benefit and shall be managed and operated by the Sellers for such Buyer's benefit and account from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, taxes or other items generated thereby to be for such Buyer's account. IR and its Affiliates shall have no Liability to any Buyer arising out of the management or operation of Deferred Items other than for negligence or willful misconduct, for which negligence or willful misconduct IR and its Affiliates will indemnify the Buyers; provided, that IR and its Affiliates will have no Liability for actions taken in full force accordance with the request or direction of Timken or its Affiliates. Except as set forth in the immediately preceding sentence, the Buyers shall reimburse the Sellers and effect shall hold the Sellers harmless from and against all waiting periods required Liabilities, incurred or asserted as a result of the Sellers' post-Closing direct or indirect ownership, management or operation of the Deferred Items, including, without limitation, the amount of any additional Taxes payable by United States and other applicable lawthe Sellers (whether currently or in the future), after application of the terms of this Agreement, as a result thereof in excess of the amount of Taxes which would have been payable by the Sellers, after application of the terms of this Agreement, if anythe Deferred Items had been transferred to the applicable Buyer on the Closing Date. Notwithstanding the foregoing, the Sellers shall have expired reimburse the applicable Buyers and hold them harmless from and against any additional Taxes payable by such Buyers (ii) no provision of any applicable United States whether currently or other law and no judgmentin the future), injunction, order or decree of any Governmental Entity shall prohibit consummation after application of the Exchange as contemplated by terms of this Agreement, as a result of such Buyers being denied the use of a loss, deduction or Tax credit generated with respect to the Deferred Items because of the Sellers' post-Closing direct or indirect ownership, management or operation of the Deferred Items. Any claim made against the Buyers by any Taxing Authority that would result in a payment pursuant tot he immediately preceding sentence shall be treated as a Tax Claim and be subject to Section 5.6. (d) The obligation closing of a transfer of any Deferred Item shall be effected on the fifth Business Day after receipt of all necessary Consents and Approvals, or at such other time as the parties may agree, and shall be effective upon the execution and delivery of all Transaction Agreements required under Law to effect such transfer. (e) If the Closing of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or transfer of any Deferred Item shall not have occurred prior to the Closing of each 18-month anniversary of the following conditions: Closing Date, (i) (A) the representations and warranties all obligations of the Company set forth in Article III parties with respect to the sale of such Deferred Item and all other Liabilities pursuant to this Agreement with respect to such Deferred Item (other than the indemnities referred to in clause (c) above) shall be true terminated, (ii) IR and correct in all respects as though made its Affiliates shall retain such Deferred Item and (iii) IR shall pay to Timken on and as the 18-month anniversary of the Closing Date (other than representations the amount set forth in the Section 2.3(a)(ii) Allocation with respect to such Deferred Item, plus interest thereon at the Prime Rate for the period beginning on the Closing Date and warranties that by their terms speak as ending on the date of another date, which representations and warranties shall be true and correct in all respects as of such other date) andpayment.

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on October 6, 2017; provided, however, that the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock Transfer Agent to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver instruct the Warrant and Transfer Agent to exchange the certificate representing Class B Common Stock for the Preferred Shares to the CompanyExchange Shares. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and or the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence of issuance in book-entry form of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance, if required; and (v) the issuance of the Exchange Shares will not cause the number of shares of Class A Common Stock owned by the Investor, taking into account the Exchange Shares, to exceed 9.95% of the issued and outstanding shares of Class A Common Stock. (e) The obligation of the Company to consummate the Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have been performed or observed in all material respects; and (ii) the Company shall have received a certificate signed on behalf of Investor by an executive officer or managing principal certifying to the effect that the conditions set forth in Section 1.1(e)(i) have been satisfied.

The Closing. (a) The closing of the Exchange purchase and sale of the Assets (the “Closing”) will take place on the second business day after satisfaction of the last to be satisfied of the conditions set forth in Article V (other than those conditions that, by their terms, are to be satisfied at the Closing) (the “Closing Date”), at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another time, date or remotely via the electronic or other exchange of documents and signature pages, as place is agreed to by the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”hereto. (b) Subject At or prior to the fulfillment or waiver of the conditions Closing, Seller shall execute and deliver to the Closing in this Section 1.1, at the Closing Company: (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name Bills of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States sale and other governmentalsuch assignment instruments, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party Company, covering the Assets and shall be in effecting the full force sale and effect conveyance of the Assets to Company, free and clear of any and all waiting periods required by United States and mortgage, charge (whether fixed or floating), security interest, pledge, right of first refusal, lien (including any unpaid vendor’s lien), option, hypothecation, title retention or conditional sale agreement, lease, option, restriction as to transfer or possession, or subordination to any right of any other applicable law, if any, shall have expired and person (“Encumbrances”); (ii) no provision All books, records, correspondence and other documents in Seller’s possession or control that evidence or relate to the Assets; (iii) The Closing certificate described in Section 5.2(a) and (b); (iv) A copy of any applicable United States or other law resolutions of shareholders and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange governing body of Seller authorizing the execution, delivery and performance of this Agreement and the other agreements and transactions contemplated hereby, which resolutions shall be certified by the Secretary (or comparable officer) of Seller and which certificate shall state that such resolutions have not subsequently been amended or rescinded; (v) A Consulting Agreement, substantially in the form attached hereto as Exhibit A; (vi) Non-Compete Agreement (the “Non-Compete Agreement”) in the forms attached hereto as Exhibit B, executed by ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇; (vii) A Lock-up Agreement pertaining to the Acquisition Shares and any shares of Company common stock issued under the Consulting Agreement; and (viii) Such other closing documents as Company may reasonably request in order to consummate the transactions contemplated by this Agreement. (dc) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at At or prior to the Closing of each of the following conditionsClosing, Company shall execute and deliver to Seller: (i) (A) the representations and warranties A copy of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as Consulting Agreement, executed by Company; (ii) Copies of the Closing Date Non-Compete Agreements, executed by Company; (other than representations and warranties that by their terms speak as iii) Stock certificates in the name of another date, which representations and warranties shall Seller representing the Acquisition Shares to be true and correct delivered at Closing; and (iv) A wire transfer to Seller in all respects as the amount of such other date) andThree Hundred Fifty Thousand Dollars ($350,000.00).

The Closing. (a) The closing of the Exchange Conversion (the “"Closing”") will take place on the ------- same date that the closing of the Acquisitions takes place (the "Closing Date"), ------------ at the offices of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, unless another date, place or time is agreed to in writing by the Company and the Buyers. The Company shall give the ▇▇▇▇▇, or remotely via ▇▇ Funds at least three business days prior written notice of the electronic or other exchange Closing Date and time and place of documents and signature pages, as the parties may agreeClosing. The Closing Consideration shall take place on the day immediately prior be paid to the completion ▇▇▇▇▇▇▇ Funds at Closing by wire transfer of immediately available funds and following delivery to the Company of duly endorsed certificates (along with a conversion notice in the form attached as Exhibit A) evidencing the Series A Shares subject to conversion. At the Closing, upon its receipt of the Primary Investor Transactionscertificates representing the Series A Shares, assuming all of the other conditions Company shall also deliver to the ▇▇▇▇▇▇▇ Funds certificates representing the Common Shares as set forth in Section 1.1(c) 1.1. Any and (d) shall have been satisfied all taxes that may be payable in respect of any issuance or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver delivery of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause on conversion of the Series A Shares shall be paid by the Company. The Company shall not be required to pay any tax which may be payable in respect of any transfer agent for involved in the issuance or delivery of Common Stock to register the Exchange Shares in the a name other than that of the Investor Series A Shares, and deliver reasonably satisfactory evidence no such issuance or delivery shall be made unless and until the Person (as defined in the Certificate of Designation governing the Series A Shares (the "Certificate ----------- of Designations")) requesting such issuance has paid to the Company the amount --------------- of such registration tax or has established, to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to satisfaction of the Company. (c) The respective obligations of , that such tax has been paid. At the Closing, each of the Investor ▇▇▇▇▇▇▇ Funds shall deliver to the Company a release and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of provide each of the following conditions: (i) (A) ▇▇▇▇▇▇▇ Funds with a Release, in each case in the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects form attached hereto as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) andExhibit B.

The Closing. (a) The On the terms and subject to the conditions set forth in this Agreement, the closing of the Exchange (the “Closing”) will take place at the offices of Cadwaladerlocation specified in Schedule A, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via at the electronic or other exchange of documents time and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions date set forth in Section 1.1(c) and (d) shall have been satisfied Schedule A or waivedas soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company Bank and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.11.2, at the Closing (i) the Company Bank will deliver the Exchange Shares CDCI Senior Subordinated Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares CPP Senior Subordinated Securities to the CompanyBank. (c) The respective obligations of each obligation of the Investor and the Company to consummate the Exchange are is also subject to the fulfillment (or waiver by the Company and the Investor, as applicable) at or prior to the Closing of each of the conditions that following conditions: (i) (A) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (iiB) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.; (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (iii) (A) the representations and warranties of the Company Bank set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Bank shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (iii) the Bank shall have delivered to the Investor a certificate signed on behalf of the Bank by a Senior Executive Officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii) have been satisfied, in substantially the form attached hereto as Annex A; (iv) if applicable, the Bank shall have duly adopted and filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity an amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) and its bylaws as in effect on the Closing Date and the Bank shall have delivered to the Investor a copy of the filed amendment with appropriate evidence from the Secretary of State or other applicable Governmental Entity that the filing has been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the Bank by a Senior Executive Officer certifying to the effect that the filing of the amendment has been accepted; (v) the Bank shall have delivered to the Investor, a certificate signed on behalf of the Bank by a Senior Executive Officer certifying to the effect that the Charter and bylaws of the Bank delivered to the Investor pursuant to the CPP Securities Purchase Agreement remain true, complete and correct, in substantially the form attached hereto as Annex A; to the extent that the Charter and bylaws of the Bank delivered to the Investor pursuant to the CPP Securities Purchase Agreement are no longer true, correct and complete, prior to the Closing Date, the Bank shall deliver to Investor true, complete and correct certified copies of any amendments or supplements to the Charter or bylaws of the Bank or the documentation necessary to make the Charter or bylaws of the Bank delivered to the Investor true, correct and complete as of the Closing Date; (vi) (A) the Bank shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Bank or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Bank arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Bank by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(c)(vi)(A) has been satisfied, in substantially the form attached hereto as Annex A; (vii) the Bank shall have delivered to the Investor, a written waiver from each of the Bank’s Senior Executive Officers and any other employee of the Bank required to have delivered a waiver to Investor pursuant to Section 1.2(d)(v) of the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to the extent that any Senior Executive Officer or any other employee of the Bank or its Affiliates that are subject to Section 111 of EESA did not deliver a CPP Waiver, the Bank shall cause each such Senior Executive Officer or other employee to have delivered to the Investor a written waiver in the form attached hereto as Annex D releasing the Investor and the Bank from any claims that such Senior Executive Officer or other employee may otherwise have as a result of the modification of, or the agreement of the Bank hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive Officers or other employees to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111 of EESA as implemented by the Compensation Regulations; (viii) the Bank shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the CDCI Senior Subordinated Securities to the Investor or its designee(s); (ix) the Bank shall have delivered to the Investor written opinions from counsel to the Bank (which may be internal counsel), addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex B; (x) the Bank and the Bank Subsidiaries shall have taken all necessary action to ensure that the Bank and the Bank Subsidiaries and their executive officers, respectively, are in compliance with (i) all guidelines put forth by the Investor with respect to transparency, reporting and monitoring and (ii) the provisions of EESA and any federal law respecting EESA, including the Employ American Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all rules, regulations and guidance issued thereunder; (xi) the Bank shall have delivered to the Investor a copy of the Disclosure Schedule on or prior to the date of the Letter Agreement (the “Signing Date”) and, to the extent that any information set forth on the Disclosure Schedule needs to be updated or supplemented to make it true, complete and correct as of the Closing Date, (i) the Bank shall have delivered to the Investor an update to the Disclosure Schedule (the “Disclosure Update”), setting forth any information necessary to make the Disclosure Schedule true, correct and complete as of the Closing Date and (ii) the Investor, in its sole discretion, shall have approved the Disclosure Update, provided, however, that the delivery and acceptance of the Disclosure Update shall not limit or affect any rights of or remedies available to the Investor; (xii) the Bank shall have delivered to the Investor prior to the Signing Date either (i) a true, complete and correct certified copy of the CDFI Certification Application that the Bank submitted to the Community Development Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI along with any updates to the CDFI Certification Application necessary to make it true, complete and correct as of the Signing Date or (ii) to the extent a copy of the CDFI Certification Application that the Bank submitted to the Fund in connection with its certification as a CDFI is not available, a newly completed CDFI Certification Application true, complete and correct as of the Signing Date (the CDFI Certification Application delivered to the Investor pursuant to this Section 1.2(c)(xii), the “CDFI Application”), and, to the extent any information set forth in the CDFI Application is not true, complete and correct as of the Closing Date, the Bank shall have delivered to the Investor an update to the CDFI Application (the “CDFI Application Update”), setting forth any information necessary to make the information set forth in the CDFI Application true, correct and complete as of the Closing Date;and

The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to date hereof; provided, however, that the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section Sections 1.1(c), (d) and (de) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, will cause the transfer agent for the Common Stock Series C Preferred Shares (as applicable) to register the Exchange New Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor) Investor and (ii) the Investor will deliver the Warrant and the certificate certificate(s) or book-entry shares representing the Preferred Exchanged Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions set forth in Section 1.1(d)(i) have been satisfied; and (iii) the Company shall have delivered evidence in book-entry form, evidencing the issuance of the New Shares to the Investor. (e) The obligation of the Company to consummate the Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; and (ii) the Company shall have received a certificate signed on behalf of the Investor by an executive officer or principal certifying to the effect that the conditions set forth in Section 1.1(e)(i) have been satisfied.