Exchange of Class B Non-Voting Common Stock. EJF may exchange shares of Class B Voting Common Stock into an equal number of shares of Class A Voting Common Stock (automatically upon EJF’s permitted transfer of shares of Class B Non-Voting Common Stock # upon the consummation of a Permitted Transfer or # if the Company’s Board of Directors, acting in its sole and absolute discretion, have approved the exchange and the exchange would not result in EJF (together with its Affiliates) beneficially owning greater than 9.9% of the outstanding shares of the Company’s Class A Voting Common Stock. For the purposes of this Letter Agreement, “Permitted Transfer” means # a transfer pursuant to a widely distributed public offering, # a transfer in which no transferee acquires greater than 2% of the issued and outstanding shares Class A Voting Common Stock (after giving effect to any conversion of Class B Non-Voting Common Stock, # a transfer to a Person that beneficially owns greater than 50% of the issued and outstanding shares of the Company’s Class A Voting Common Stock or # a transfer that is approved by the Federal Reserve Board. The Company shall hold in reserve, at all times, sufficient shares of Class A Voting Common Stock to permit the exchange of all shares of Class B Non-Voting Common Stock then outstanding.

Class B Register. The Administrative Agent, acting for this purpose as an agent of the Company, shall maintain at its Principal Office a register for the recordation of the names and addresses of the Class B Revolving Lenders and the Class B Revolving Commitments and Class B Revolving Loans of each Class B Revolving Lender from time to time (the “Class B Register”). The Class B Register shall be available for inspection by Company or any Class B Revolving Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Class B Register the Class B Revolving Commitments and the Class B Revolving Loans, and each repayment or prepayment in respect of the principal amount of the Class B Revolving Loans, and any such recordation shall be conclusive and binding on Company and each Class B Revolving Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Class B Lender’s Class B Revolving Commitments or Company’s Obligations in respect of any Class B Revolving Loan. Company hereby designates the Administrative Agent to serve as Company’s agent solely for purposes of maintaining the Class B Register as provided in this Section 2.4, and Company hereby agrees that, to the extent such entity serves in such capacity, the Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees.”

Exchange Act be registered pursuant to this Agreement. For the avoidance of doubt, # while Common Units, shares of Class B Stock and/or shares of Class C Stock may constitute Registrable Securities, under no circumstances shall the Corporation be obligated to register Common Units, shares of Class B Stock or shares of Class C Stock, and only Shares issuable upon redemption, exchange or conversion of Common Units or Class C Stock will be registered and # in no event will Common Units held by the Blockers (as defined in the LLC Agreement) be considered Registrable Securities.

Exchange of Class B Non-Voting Common Stock. EJF may exchange shares of Class B Voting Common Stock into an equal number of shares of Class A Voting Common Stock (automatically upon EJF’s permitted transfer of shares of Class B Non-Voting Common Stock # upon the consummation of a Permitted Transfer or # if the Company’s Board of Directors, acting in its sole and absolute discretion, have approved the exchange and the exchange would not result in EJF (together with its Affiliates) beneficially owning greater than 9.9% of the outstanding shares of the Company’s Class A Voting Common Stock. For the purposes of this Letter Agreement, “Permitted Transfer” means # a transfer pursuant to a widely distributed public offering, # a transfer in which no transferee acquires greater than 2% of the issued and outstanding shares Class A Voting Common Stock (after giving effect to any conversion of Class B Non-Voting Common Stock, # a transfer to a Person that beneficially owns greater than 50% of the issued and outstanding shares of the Company’s Class A Voting Common Stock or # a transfer that is approved by the Federal Reserve Board. The Company shall hold in reserve, at all times, sufficient shares of Class A Voting Common Stock to permit the exchange of all shares of Class B Non-Voting Common Stock then outstanding.

Exchange of Class B Non-Voting Common Stock. EJF may exchange shares of Class B Voting Common Stock into an equal number of shares of Class A Voting Common Stock (automatically upon EJF’s permitted transfer of shares of Class B Non-Voting Common Stock # upon the consummation of a Permitted Transfer or # if the Company’s Board of Directors, acting in its sole and absolute discretion, have approved the exchange and the exchange would not result in EJF (together with its Affiliates) beneficially owning greater than 9.9% of the outstanding shares of the Company’s Class A Voting Common Stock. For the purposes of this Letter Agreement, “Permitted Transfer” means # a transfer pursuant to a widely distributed public offering, # a transfer in which no transferee acquires greater than 2% of the issued and outstanding shares Class A Voting Common Stock (after giving effect to any conversion of Class B Non-Voting Common Stock, # a transfer to a Person that beneficially owns greater than 50% of the issued and outstanding shares of the Company’s Class A Voting Common Stock or # a transfer that is approved by the Federal Reserve Board. The Company shall hold in reserve, at all times, sufficient shares of Class A Voting Common Stock to permit the exchange of all shares of Class B Non-Voting Common Stock then outstanding.

Exchange of Class B Non-Voting Common Stock. EJF may exchange shares of Class B Voting Common Stock into an equal number of shares of Class A Voting Common Stock (automatically upon EJF’s permitted transfer of shares of Class B Non-Voting Common Stock # upon the consummation of a Permitted Transfer or # if the Company’s Board of Directors, acting in its sole and absolute discretion, have approved the exchange and the exchange would not result in EJF (together with its Affiliates) beneficially owning greater than 9.9% of the outstanding shares of the Company’s Class A Voting Common Stock. For the purposes of this Letter Agreement, “Permitted Transfer” means # a transfer pursuant to a widely distributed public offering, # a transfer in which no transferee acquires greater than 2% of the issued and outstanding shares Class A Voting Common Stock (after giving effect to any conversion of Class B Non-Voting Common Stock, # a transfer to a Person that beneficially owns greater than 50% of the issued and outstanding shares of the Company’s Class A Voting Common Stock or # a transfer that is approved by the Federal Reserve Board. The Company shall hold in reserve, at all times, sufficient shares of Class A Voting Common Stock to permit the exchange of all shares of Class B Non-Voting Common Stock then outstanding.

No certificates will be issued in connection with the Exchange, and the Company will record the exchange of the Acquiror Class B Common Stock for the Acquiror Class A Common Stock that the Exchanging Sponsors are acquiring pursuant to the terms and conditions of this Section 1.9 on its books and records. Following the Exchange, no Exchanging Sponsor will hold shares of Acquiror Class B Common Stock.

Seller Stockholders collectively own all the issued and outstanding shares of capital stock of Seller, which as of the date of this Agreement consists of 1,084,178 shares of the common stock, par value $0.0001 per share, of which 1,071,584 shares are designated as Class A Voting Common Stock (the “Seller Class A Common Stock”) and 12,594 shares are designated as Class B Non‑Voting Common Stock (the “Seller Class B Common Stock,” together with the Class A Common Stock, the “Seller Common Stock”), and Seller owns all the issued and outstanding shares of capital stock of the Company.

Voting of Company Common Stock. All whole and fractional shares of Company Common Stock allocated to a Participant's or Beneficiary's Company Common Stock Account shall be voted by the Trustee as the Participant or Beneficiary directs in writing from time to time. The Trustee shall solicit the directions from each Participant or Beneficiary before each annual or special stockholders' meeting of the Company, from each Member. Upon timely receipt of the directions, the Trustee shall vote those shares in accordance with the directions received. Unless otherwise provided in the Trust Agreement, shares for which timely receipt of directions is not received shall not be voted by the Trustee.

Common Stock. 1,000,000,000 shares of capital stock, 300,000,000 of which have been or will be designated as voting common stock (“Series A Common Stock”) and 30,000,000 of which are issued and outstanding, and 500,000,000 of which have or will be designated as non-voting common stock (“Series B Common Stock” and with the Series A Common Stock, collectively, the “Common Stock”) and 74,807,634 of which are issued and outstanding.