Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

Board Discretion. Except as otherwise provided by this Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

Board Approval. Any determination required to be made by the Company or the Board in this Section 6 must be approved by the Board by an affirmative vote of no less than two- thirds majority of the entire Board.

Board Membership. You will serve as a member of the Board of Directors of the Company. All directors are subject to election and removal by the shareholders of the Company in accordance with its bylaws and Delaware law. Upon the Company’s written request, you agree to promptly resign as a member of the Board following any termination of your employment with the Company.

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 Meetings. Board meetings shall be called and presided over by the Chairman or a Director authorized by the Chairman. Regular meetings of the Board shall be convened each calendar quarter of each year, alternating between PRC and such other locations as the Board shall determine. Special meetings of the Board shall be convened by the Chairman or a Director authorized by the Chairman on reasonable notice on a motion of at least two (2) Directors in writing. Participation by Directors may be telephonic. Each Director (including the Chairman) shall have one (1) vote on any matter coming before the Board. Not less than fourteen (14) days’ notice (or such shorter period of notice in respect of any particular meeting as may be agreed by all the Directors) of each meeting of the Board specifying the date, place and time, of the meeting and the business to be transacted thereat shall be given to all Directors. All of the resolutions and written consents adopted by the Board shall be recorded in both Chinese and English.

Board Appointment. As of the Effective Date, Executive shall serve on the Company’s Board. Subsequent elections to the Board will be based on an annual election by the Company’s shareholders. The Company makes no guarantee regarding Executive’s appointment to the Board for subsequent terms.

Commencing on the first anniversary of the Effective Time and continuing thereafter so long as this Side Letter Agreement remains in effect, Castle Creek shall have the right, upon not less than ninety (90) days’ prior written notice to the Company, to designate a person reasonably acceptable to the Company (the “Board Representative”) to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”) effective as of the date of such written notice. Any person who is a director, officer, employee, principal, advisor or Affiliate of Castle Creek or any of its Affiliates shall be deemed to be reasonably acceptable to the Company for purposes of the Board Representative. The Company will cause the Board Representative to be elected or appointed to the Board of Directors of the Company as promptly as practicable after receipt of such written notice from Castle Creek, subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and subject to compliance with all corporate governance guidelines or principles that the Company may adopt, to its code of conduct and to its insider trading and other policies applicable to members of the Board of Directors, for as long as Castle Creek, together with its Affiliates, owns, in the aggregate, at least five percent (5%) of the Mid Penn Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under this Side Letter Agreement and, at the written request of the Board of Directors, shall use reasonable best efforts to cause its Board Representative to resign from the Board of Directors as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company.

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 Size. Subsequent to the 2021 Annual Meeting and prior to the Termination Date, the size of the Board shall not exceed seven (7) directors without the prior written consent of Radoff.