Board Observer Rights. For as long as EJF and its Affiliates beneficially own at least 9.9% of the Company’s issued and outstanding Class A Voting Common Stock (calculated assuming any Class B Non-Voting Common Stock held by EJF and its Affiliates is converted into Class A Voting Common Stock), the Company and the Bank shall allow EJF to designate one (1) representative to attend all meetings of the Board and Bank Board in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that # such representative shall enter into a customary confidentiality agreement with the Company and the Bank (in form and substance reasonably satisfactory to EJF, the Company and the Bank) requiring the representative to hold in confidence and trust all information so provided; and # the representative may be excluded from access to any material or meeting or portion thereof if the Board or Bank Board (as applicable) determines in good faith, upon advice of counsel, that access to such material or attendance at such meeting would adversely affect the attorney-client privilege between the Company or the Bank and its counsel or would conflict with applicable banking laws or regulations or if such material or meeting relates to relations or negotiations with EJF or require the consent or non-objection of any Regulator. For the avoidance of doubt, such representative shall not have access to any “confidential supervisory information” (as such term or relevant similar term is defined under the regulations of any Regulator).

Board Observer. Each Loan Party will continue to permit the Agents to have a representative (the “Board Observer”) present (whether in person or by telephone) in an observer capacity at all duly convened meetings of the Board of Directors or managers of each Loan Party and any committee meetings thereof. The Board Observer must be approved by the U.S. Borrower (such approval not to be unreasonably withheld, conditioned or delayed). Each Loan Party shall provide the Board Observer representative with a notice and agenda of each duly convened meeting of the Board of Directors and any committee thereof at least seven (7) days (or such lesser time as agreed to by the Board Observer) in advance of such meeting, and all of the information and other materials that are distributed to the Board of Directors or any committee thereof, as applicable, at the same time and in the same manner as such notices, agendas, information and other materials are provided to the members of the Board of Directors or any 10083707

Board Observer. The Company hereby agrees that, from and after the Closing, for so long as Castle Creek and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors, the Company shall invite a person designated by Castle Creek and reasonably acceptable to the Company (provided that all directors, officers, employees, principals, advisors and Affiliates of Castle Creek or any of its Affiliates shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Observer”) to attend meetings of the Board of Directors in a non-voting, non-participating observer capacity; provided, however that in no event shall the Observer be entitled to attend more than six (6) meetings of the Board of Directors during the period from the date hereof to the first anniversary hereof and, thereafter, to attend more than four (4) meetings of the Board of Directors per year, except as mutually agreed between the Company and Castle Creek. The Observer shall be entitled to attend such meetings only in the event Castle Creek does not have a Board Representative on the Board of Directors. The Observer shall not have any right to vote on any matter presented to the Board of Directors or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors at the same time and in the same manner as the members of the Board of Directors, shall, with respect to meetings actually attended by the Observer, provide the Observer, on the date of the meeting, with all written materials and other information given to members of the Board of Directors (provided, however, that the Observer shall not be provided any confidential supervisory information), and shall permit the Observer to attend as an observer at all meetings thereof, subject to the limitations in this Section 4, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that # the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board of Directors (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), # the Company and the Board of Directors shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, # necessary to protect the attorney-client privilege between such party and counsel, # necessary to avoid a violation of fiduciary requirements under applicable law, or # necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and # Castle Creek shall cause the Observer to agree to hold in confidence and trust and to act in a fiduciary manner, with respect to all information provided to such Observer (except to the extent that such information can be shown to have been # previously known by such party on a nonconfidential basis, # in the public domain through no fault of such party, or # later lawfully acquired from other sources by the party to which it was furnished).

Board Observer. Subject to the Stockholder Designee’s (as defined below) execution and delivery of a confidentiality agreement in form and substance reasonably acceptable to the Company and the Stockholder Designee, effective as of the day following the Closing and ending on the date following the Company’s 2019 annual meeting (the “2019 Annual Meeting”), the Board of Directors of the Company (the “Board”) shall permit [[Person A:Person]] III (the “Stockholder Designee”) to attend all meetings of the Board (including telephonic meetings) and any committee thereof in a nonvoting observer capacity. In connection therewith, the Board or the Company shall give the Stockholder Designee copies of all notices, minutes, consents, and other materials that it provides to members of the Board or any committee thereof substantially concurrently therewith. Notwithstanding the foregoing, the Company may withhold any information and exclude the Stockholder Designee from any such meeting or portion thereof, including closed and/or executive sessions, if the Board determines in good faith that such exclusion is reasonably necessary to preserve the attorney-client privilege or under circumstances that present an actual or potential conflict of interest. Upon reasonable notice and at a scheduled meeting of the Board or such other time, if any, as the Board may determine in its sole discretion, the Stockholder Designee may address the Board with respect to the Stockholder Designee’s concerns regarding significant business issues facing the Company. For the avoidance of doubt, the designation of the Stockholder Designee is a right, and not an obligation, of the Stockholders.

During the period commencing with the date of this Agreement through the appointment of each Starboard Designee to the Board (the “Observer Period”), each Starboard Designee shall be an observer to the Board (each, an “Observer”) who shall receive copies of all documents distributed to the Board during the Observer Period, including notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board contemporaneous with their distribution to the Board. Each Observer shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Board during the Observer Period (whether such meetings are held in person, telephonically or otherwise). Notwithstanding the foregoing, the Company reserves the right to exclude any Observer from access to any material or meeting or portion thereof if, and only to the extent that, the Board determines reasonably and in good faith that such exclusion is necessary to preserve the attorney-client privilege. As a condition to serving as an Observer, each Observer shall # deliver to the Company a written representation that such person will comply with all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Company that have been provided to such person prior to such date and # enter into a customary confidentiality agreement in substantially the form entered into by the members of the Board.

Board Member – Think Pink Rocks, Inc. Board Observer – Woolsey Pharmaceuticals

Board Observation Rights. Whenever, at any time or times, dividends payable on the shares of Designated Senior Preferred Stock have not been declared and paid in full for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative (a “Preferred Observer”) selected by the holders of a majority of the outstanding shares of Designated Senior Preferred Stock, voting as a single class, to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such Preferred Observer copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings (subject to disclosure limitations under applicable law); provided, that the holders of the Designated Senior Preferred Stock shall not be

Observers. Unless the Board decides otherwise, the date of service as an observer on the Board (an “Observer”) commences pursuant to, and as from the effective date of, a written services agreement entered into between such Observer and the Company shall be considered the effective date of commencing service as a Non-Executive Director for purposes of Section I.

The Licensee (or the applicable members of the Board) will give WSU or its appointed representative oral or written notice of each meeting of the Board (whether annual or special) [†]. Notwithstanding the foregoing, if an Observer attends (or, in the case of a telephonic meeting, listens by telephone to) any such meeting of the Board, then such Observer shall be deemed to have had proper notice of such meeting. Notwithstanding anything contained herein to the contrary, the failure of an Observer to be given notice of a meeting of the Board pursuant to the immediately preceding two sentences or to attend such meeting shall not in any way affect the authority of the Board to have or to adopt resolutions at such meeting or the legitimacy of any actions taken by the Board at such meeting. The Observer shall excuse himself or herself from any portion of any meeting of the Board during which his or her presence would, as reasonably determined by Licensee, on advice of counsel, # jeopardize the attorney/client privilege for communications or # constitute a conflict of interest. Subject to the foregoing, the Licensee will permit the Observer to attend (or, in the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as non-voting observer. The Licensee shall provide the Observer all written materials and other information (including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of the Board and, if an Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board, such Observer will be entitled to receive the written minutes or an oral summary of the Board meeting from the Secretary of the Licensee. Prior to attending or listening to any meeting of the Board or obtaining any documents or summaries of such meetings, each Observer shall agree in writing to be bound by the same duties of confidentiality, good faith and loyalty as if such Observer were a member of the Board. If the Licensee takes any action by written consent of the Board in lieu of a meeting of the Board, then the Licensee shall give prompt written notice of such action to the Observer. The Observer shall be solely responsible for maintaining current phone and fax numbers, and mailing and electronic mail instructions, on file with the Licensee.

Right to Exclude. Subject to the Rights Letter, no right to attend or participate in any meeting of the Board is implied hereby. The Company reserves the right to exclude the Observer from all or part of any meeting of the Board and to limit access of the Observer to any information made available to members of the Board if # the Board determines, in good faith and upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel, or # the Board believes, in good faith, that the Observer’s access to such portion of material or attendance at such portion of the meeting would reasonably likely result in a conflict of interest for the Observer or for the Purchasers.