Exchange Agreement, dated as of April 27, 2023, by and between Jefferies Financial Group Inc., a New York corporation, and Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan

---

---

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 27, 2023, is made by and between Jefferies Financial Group Inc., a New York corporation (the “Company”), and Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan (“SMBC”). The Company and SMBC are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, concurrently with the execution of this Agreement, the Company, SMBC and certain of the Parties’ respective Affiliates (as defined below) have entered into that certain Memorandum of Understanding in Relation to Strategic Alliance (the “MOU”);

WHEREAS, as promptly as practicable following the execution of this Agreement, the Company will deliver for filing to the New York Department of State, as an amendment to its Restated Certificate of Incorporation (as so amended and as further amended from time to time, including by any amendment to authorize and establish the powers, rights and privileges of the Non-Voting Common Stock (as defined below), the “Company Charter”), that certain Certificate of Amendment of the Certificate of Incorporation (the “Certificate of Amendment”) to create and authorize the class of, and establish the powers, rights and privileges of, the Non-Voting Preferred Stock (as defined below);

WHEREAS, SMBC (a) owns, as of the date hereof, 10,500,000 shares of Common Stock (as defined below) and (b) subject to Law (as defined below) and the terms hereof, may acquire, directly or indirectly, at its sole option and from time to time, additional shares of Common Stock; and

WHEREAS, the Parties desire to provide for the exchange by SMBC of shares of Common Stock for shares of Non-Voting Preferred Stock on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1.1          Definitions.  As used in this Agreement, the following terms have the following meanings:

“Action” means any suit, litigation, arbitration, claim, dispute, action, investigation, audit or proceeding by or before any Government Entity.

“Activist Investor” means, as of any date of determination, a Person that has, directly or indirectly, whether individually or as a member of a “group” (as such term is used in

Sections 13(d) and 14(d) of the Exchange Act), within the five-year period immediately preceding such date of determination, (a) called or publicly sought to call a meeting of stockholders or other equityholders of any Publicly Traded Company, (b) publicly initiated any proposal for action by stockholders or other equityholders of any Publicly Traded Company, which such action was (at any point after the announcement thereof) publicly opposed by the board of directors (or similar governing body) of such Publicly Traded Company, (c) publicly sought (i) election to, or to place a director or representative on, the board of directors (or similar governing body) of any Publicly Traded Company (including by nominating any Person for such election) or (ii) the removal of a director or other representative from such board of directors (or similar governing body) of any Publicly Traded Company, in each case, which election or removal was not recommended or approved publicly (at the time such election or removal was first sought) by the board of directors (or similar governing body) of such Publicly Traded Company or (d) publicly disclosed any intention, plan or arrangement to do any of the foregoing.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person (as used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise). Notwithstanding the foregoing, (a) neither the Company nor any of its subsidiaries shall be deemed to be an Affiliate of SMBC or its Affiliates and (b) neither SMBC nor any of its Affiliates shall be deemed to be an Affiliate of the Company or any of its Affiliates.

“Agreement” has the meaning set forth in the preamble.

“Amended and Restated Charter” means the Restated Certificate of Incorporation of the Company, as amended and restated substantially in the form attached as Exhibit A.

“Applicable Conversion Rate” has the meaning specified in the Certificate of Amendment.

“Authorized Shareholder” means SMBC and each Permitted Transferee for so long as any such Person owns Registrable Securities.

“Bankruptcy Action” means the Company or any of its material Subsidiaries (a) commencing any voluntary case or other proceeding against, filing any petition seeking liquidation, reorganization or other similar relief under any bankruptcy, reorganization, insolvency, dissolution, receivership, liquidation or other similar Law of, or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of, in each case, the Company, any material Subsidiary of the Company or any substantial part of the Company’s or any of its material Subsidiaries’ assets or properties; (b) consenting to the institution of any proceedings or petitions described in the foregoing clause (a); (c) applying for or consenting to the appointment of a custodian, trustee, receiver, conservator, liquidator or other similar official for the Company, any material Subsidiary of the Company or any substantial part of the Company’s or any of its material Subsidiaries’ assets or properties; (d) filing an answer admitting the material allegations of any petition filed against the Company, any material Subsidiary of the Company or any substantial part of the Company’s or any of its material

Subsidiaries’ assets or properties described in the foregoing clause (a); (e) making a general assignment for the benefit of the Company’s or its material Subsidiaries’ creditors as a result of a bankruptcy, reorganization, insolvency, dissolution, liquidation or similar event; or (f) admitting in a writing the general inability of the Company or any of its material Subsidiaries to pay its debts as they come due.

“Beneficial Owner” or any variation thereof, including “Beneficial Ownership”, “Beneficially Owns” and “Beneficially Owned”, has the meaning set forth in Rule 13d-3 or 13d‑5 of the Exchange Act as in effect on the date hereof.

“BHCA” means the Bank Holding Company Act of 1956.

“BHCA Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Board” means the Board of Directors of the Company.

“Board Recommendation” has the meaning set forth in Section 6.6(a).

“Business Day” means any day, other than a Saturday, Sunday or other day on which banking institutions in the City of New York, New York, or in Tokyo, Japan, are required or authorized by Law to be closed.

“Certificate of Amendment” has the meaning set forth in the recitals.

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity.

“CFIUS Approval” means CFIUS has (a) issued a written notice that the Transactions are not a “covered transaction” and are not subject to review under the DPA; (b) issued a written notice that it has completed a review or investigation of the notification voluntarily provided pursuant to the DPA with respect to the Transactions, and has concluded all action under the DPA with respect to the Transactions; or (c) sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Transactions, and either (i) the period under the DPA during which the President may announce his decision to take action to suspend or prohibit the Transactions has expired without any such action being announced or taken or (ii) the President has announced a decision not to take any action to suspend or prohibit the Transactions.

“Change of Control” means any (a) merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, business combination or other similar transaction or series of related transactions to which the Company or its Affiliates is a party, as a result of which the holders of the Company Stock outstanding immediately prior to such transaction(s) would cease to Beneficially Own a majority of the voting power of all shares of capital stock or other securities of the surviving Person (or, if such surviving Person is a Subsidiary of another Person, of such other Person constituting the ultimate parent thereof) that are then entitled to vote generally in the election of directors (and not solely upon the occurrence and during the continuation of certain specified events) immediately after such transaction(s) or (b) sale or other

transfer or disposition of all or substantially all of the Company’s consolidated assets (including capital stock of Subsidiaries of the Company) to another Person that is not an Affiliate of the Company.

“Chosen Courts” has the meaning set forth in Section 9.6(b).

“Code” means the Internal Revenue Code of 1986.

“Common Stock” means the Common Stock, par value $1.00 per share, of the Company.

“Company” has the meaning set forth in the preamble.

“Company By-Laws” means the Amended and Restated By-Laws of the Company (as further amended from time to time).

“Company Charter” has the meaning set forth in the recitals.

“Company Organizational Documents” means the Company Charter and the Company By-Laws.

“Company Purchase Period” has the meaning set forth in Section 4.3(c).

“Company ROFR” has the meaning set forth in Section 4.3(c).

“Company Stock” means, collectively, the Common Stock, the Non-Voting Common Stock, the Non-Voting Preferred Stock and any other class of capital stock of the Company.

“Confidential Information” has the meaning set forth in Section 6.2(b).

“Consent” means any consent, waiver, approval, clearance, order, license, permit, non-objection, non-action, expiration of waiting period or authorization by or before any Government Entity.

“Demanding Holder” has the meaning set forth in Section 7.1(c).

“Director” means any member of the Board (other than any advisory, emeritus, honorary or non-voting observer member of the Board).

“Discretionary Suspension Period” has the meaning set forth in Section 7.1(c).

“DPA” means Section 721 of the Defense Production Act of 1950 (50 U.S.C. § 4565), and all rules and regulations issued and effective thereunder.

“Economic Ownership Percentage” means, with respect to SMBC and its Affiliates, at any time, the quotient, expressed as a percentage, of (a) the sum, without duplication, of (i) the total number of shares of Common Stock owned by SMBC and its Affiliates, plus (ii) the total number of shares of Common Stock into which any shares of other series or classes of Company Stock owned by SMBC and its Affiliates are convertible (on a fully diluted basis), divided by (b) the total number of shares of Common Stock then outstanding (on a fully diluted basis).

“Enforceability Exceptions” has the meaning set forth in Section 8.1(b).

“Exchange” has the meaning set forth in Section 2.1(a)(i).

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Date” has the meaning set forth in Section 2.1(a)(iii).

“Exchange Notice” has the meaning set forth in Section 2.1(a)(iii).

“Exchange Rate” means 0.002, subject to adjustment pursuant to Section 2.2.

“Excluded Issuance” means (a) the issuance of any equity securities that is subject to Article SEVENTH, Section VII of the Company Charter, but solely to the extent that an adjustment is made pursuant to Article SEVENTH, Section VII of the Company Charter, (b) the issuance of any equity securities (including upon exercise of options) as part of compensatory arrangements to directors, officers, employees, consultants or other agents of the Company as approved by the Board or any committee thereof, (c) the issuance of any equity securities pursuant to an employee stock option plan, management incentive plan, restricted stock plan, stock purchase plan or stock, ownership plan or similar benefit plan, program or agreement as approved by the Board, (d) the issuance of any equity securities in connection with any “business combination” (as defined in the rules and regulations promulgated by the SEC) or otherwise in connection with bona fide, arm’s-length acquisitions of securities or assets of another Person, or (e) securities issued pursuant to the conversion, exercise or exchange of Non-Voting Preferred Stock issued to SMBC (or a Permitted Transferee designee of SMBC).

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“FINRA” means the Financial Industry Regulatory Authority.

“Foreign Investment Approval” means all registrations, filings, submissions or Consents under any Foreign Investment Laws.

“Foreign Investment Laws” means any Law (including the DPA) that provides for the review, clearance or notification of Transactions on grounds of national security or other national or public interest, including any state, national or multi-jurisdictional Laws that are designed or intended to prohibit, restrict or regulate actions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests.

“fully diluted basis” means, on any date of determination, the aggregate number of shares of Common Stock issued and outstanding on such date, plus the aggregate number of shares of Common Stock issuable upon the exercise, conversion or vesting (including any exercise or conversion following vesting), as applicable, of all outstanding Non-Voting Preferred Stock, Non-Voting Common Stock, options, warrants, restricted stock units, performance stock units, dividend equivalent units, deferred compensation plan units and other equity awards and any other rights to purchase or acquire shares of Common Stock on such date (where applicable, assuming (a) target achievement of all performance conditions and (b) any conditions or other

requirements to conversion have been satisfied, in each case, whether or not (x) actually satisfied or (y) capable of being satisfied).

“Government Entity” means any (a) federal, state, local, municipal, foreign or other government; (b) governmental entity of any nature (including any governmental agency, branch, department, official, committee or entity and any court or other tribunal), whether foreign or domestic; or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, whether foreign or domestic, including any arbitral tribunal and self-regulatory organizations.

“Hold” or “Held” and any derivation thereof includes having control over securities as defined in 12 C.F.R. 225.9.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Inspectors” has the meaning set forth in Section 7.4(a)(vii).

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

“Joint Notice” has the meaning set forth in Section 5.1(a).

“Law” means, with respect to any Person, any legal, regulatory and administrative laws, statutes, rules, Orders and regulations applicable to such Person.

“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.

“Lock-Up Period” has the meaning set forth in Section 4.1.

“Losses” has the meaning set forth in Section 7.6(a)(i).

“Mandatory Exchange” has the meaning set forth in Section 5.2.

“Maximum Number of Securities” has the meaning set forth in Section 7.4(e).

“MOU” has the meaning set forth in the recitals.

“MOU Termination Date” means the date on which the entire MOU has become terminated in accordance with its terms.

“Nominating and Corporate Governance Committee” means the Nominating and Corporate Governance Committee of the Company.

“Non-Voting Common Stock” means, if any, the Non-Voting Common Stock, par value $1.00 per share, of the Company authorized by the Company on or after the date hereof pursuant to an amendment to the Company Charter duly authorized by the shareholders of the Company.

“Non-Voting Preferred Stock” means the Series B Non-Voting Convertible Preferred Shares, par value $1.00 per share, of the Company.

“NYSE” means the New York Stock Exchange.

“Offer Price” has the meaning set forth in Section 4.3(c).

“Offered Shares” has the meaning set forth in Section 4.3(c).

“Offering Notice” has the meaning set forth in Section 4.3(c).

“Order” means any applicable order, injunction, judgment, decree, ruling, or writ of any Government Entity.

“Ordinary Course Securities” means any Company Stock or other securities held: (a) by SMBC or its Affiliates in trust, managed, brokerage, custodial, nominee or other customer accounts; (b) in mutual funds, open or closed end investment funds or other pooled investment vehicles (including limited partnerships and limited liability companies) sponsored, managed and/or advised or subadvised by SMBC or its Affiliates; or (c) by SMBC or its Affiliates acquired and/or held on behalf of SMBC’s or its Affiliates’ clients in the ordinary course of their securities, commodities, derivatives, asset management, banking or similar businesses and not as part of a plan to avoid the restrictions of the Voting Percentage Limit.

“Participation Portion” has the meaning set forth in Section 6.6(a)(ii).

“Party” has the meaning set forth in the preamble.

“Permitted Transferee” means any Affiliate of SMBC that is, directly or indirectly, (a) wholly owned or (b) subject to the consent of the Company (not to be unreasonably withheld), controlled (as used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise), in each case, by Sumitomo Mitsui Financial Group, Inc.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Sections 13(d) and 14(d) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Piggyback Notice Period” has the meaning set forth in Section 7.2(a).

“Piggyback Registration” has the meaning set forth in Section 7.2(a).

“Preemptive Right” has the meaning set forth in Section 6.6(b).

“Prohibited Transferee” means any Person providing, directly or indirectly, substantially the same financial products or services as those provided by the Company pursuant to the MOU (as amended from time to time and as last in effect); provided that “Prohibited Transferee” shall

not be deemed to include broker-dealers who facilitate sales to Persons who are not Prohibited Transferees.

“Proposed Securities” has the meaning set forth in Section 6.6(a)(i).

“Publicly Traded Company” means an entity whose securities are listed on a recognized securities exchange or quoted on an automated quotation system in the U.S. or another country.

“Records” has the meaning set forth in Section 7.4(a)(vii).

“Registrable Amount” means a number of shares of Common Stock, Non-Voting Common Stock and Non-Voting Preferred Stock such that the aggregate gross proceeds of an offering of such shares of Common Stock, Non-Voting Common Stock and Non-Voting Preferred Stock would reasonably be expected to generate sale proceeds for the holders thereof (in the aggregate) of equal to or greater than one hundred and fifty million dollars ($150,000,000), or such amount that represents all of the then remaining Registrable Securities.

“Registrable Securities” means (i) any Common Stock, including any Common Stock issuable upon conversion of Non-Voting Preferred Stock or Non-Voting Common Stock, as the case may be, and (ii) any equity security issued in exchange for or with respect to any shares referred to in clause (i) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or similar transaction, or otherwise. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement, (b) such securities shall have ceased to be outstanding, (c) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act and any restrictive legend is removed therefrom or (d) ninety (90) days after the time that the aggregate shares of Common Stock, Non-Voting Common Stock and Non-Voting Preferred Stock (determined on a fully diluted basis based on the Applicable Conversion Rate at such time) Beneficially Owned by SMBC represent less than ten percent (10.0%) of the total number of outstanding shares of Common Stock, Non-Voting Common Stock and Non-Voting Preferred Stock (determined on a fully diluted basis based on the Applicable Conversion Rate at such time); provided that, if during such ninety (90)-day period, the aggregate shares of Common Stock, Non-Voting Common Stock and Non-Voting Preferred Stock (determined on a fully diluted basis based on the Applicable Conversion Rate at such time) Beneficially Owned by SMBC represent at least ten percent (10.0%) of the total number of outstanding shares of Common Stock, Non-Voting Common Stock and Non-Voting Preferred Stock (determined on a fully diluted basis based on the Applicable Conversion Rate at such time), then such securities shall continue to be Registrable Securities until such time as such securities would otherwise cease to be Registrable Securities hereunder.

“Registration Expenses” has the meaning set forth in Section 7.5(a).

“Regulatory Approvals” has the meaning set forth in Section 5.1(b).

“Regulatory Hardship” has the meaning set forth in Section 4.3(a).

“Regulatory Hardship Notice” has the meaning set forth in Section 4.3(a).

“Regulatory Hardship Transfer” has the meaning set forth in Section 4.3(b).

“Representative” means, with respect to any Person, the directors, officers, principals, partners, managers, members, employees, advisors, agents, stockholders, consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates.

“Requested Information” has the meaning set forth in Section 7.6(d)(iii).

“Requisite Shareholder Approval” has the meaning set forth in Section 6.8.

“Rule 144” has the meaning set forth in Section 6.3(a).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Selling Holders” has the meaning set forth in Section 7.4(a)(i).

“Shelf Notice” has the meaning set forth in Section 7.1(a).

“Shelf Registration” has the meaning set forth in Section 7.1(a).

“Shelf Registration Effectiveness Period” has the meaning set forth in Section 7.1(a).

“Shelf Registration Statement” has the meaning set forth in Section 7.1(a).

“Shelf Takedown Notice” has the meaning set forth in Section 7.1(d).

“Shelf Underwritten Offering” has the meaning set forth in Section 7.1(d).

“SMBC” has the meaning set forth in the preamble.

“SMBC Designee” has the meaning set forth in Section 3.1(a).

“SMBC Director” means a Director who was elected to the Board as an SMBC Designee.

“SMBC Rights Period” means the period beginning upon the occurrence of the SMBC Rights Trigger Event and ending upon the occurrence of the SMBC Rights Termination Event.

“SMBC Rights Termination Event” shall be deemed to have occurred on the earliest of: (a) if, following the SMBC Rights Trigger Event, (i) SMBC or any of its Affiliates Transfers any Company Stock and immediately following such Transfer the Economic Ownership Percentage of SMBC and its Affiliates (in the aggregate) is less than ten percent (10.0%) (excluding a Transfer permitted hereunder to an Affiliate of SMBC where there is no decrease in such aggregate Economic Ownership Percentage as a result of such Transfer) or (ii) the Economic Ownership Percentage of SMBC and its Affiliates (in the aggregate) is less than ten percent

(10%) due to any reason other than pursuant to the foregoing clause (a)(i) (with respect to this clause (a)(ii), subject to a three (3)-month cure period), or (b) notice by the Company to SMBC of a material breach by SMBC or its Affiliates of Section 6.4 or Section 6.5 (subject to a ten (10) Business Day cure period following such notice solely in the event such material breach is curable).

“SMBC Rights Trigger Event” means the first Business Day following the date hereof on which the Economic Ownership Percentage of SMBC and its Affiliates (in the aggregate) is equal to or greater than ten percent (10.0%).

“Standstill Fallaway Event” has the meaning set forth in Section 6.4(b).

“Standstill Period” means the period from the date hereof until the earlier of (a) the later of (i) five (5) years after the last Exchange hereunder and (ii) six (6) months after the occurrence of the SMBC Rights Termination Event and (b) the occurrence of a Standstill Fallaway Event.

“Subsidiary” means, with respect to any Person, any (a) corporation, fifty percent (50%) or more of the voting or capital stock of which is, directly or indirectly, owned by such Person, (b) other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership) or (c) entities that would be considered subsidiaries of such Person within the meaning of Regulation S-K or Regulation S-X of the Securities Act.

“Suspension Period” has the meaning set forth in Section 7.1(c).

“Takeover Laws” means any “moratorium”, “control share acquisition”, “business combination”, “fair price” or other state anti-takeover Law.

“Transaction Documents” means this Agreement, the MOU and all other documents, certificates or agreements executed in connection with the Transactions.

“Transactions” means the contemplated acquisition of shares of Common Stock by SMBC, Exchanges and other transactions contemplated hereby.

“Transfer” by any Person means, directly or indirectly, to sell, transfer, assign, pledge, hypothecate, encumber or similarly dispose of or transfer (by merger, disposition, operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by merger, disposition, operation of law or otherwise), of any interest in any equity securities Beneficially Owned by such Person.

“Underwriting Agreement” means any underwriting agreement between the Company and the underwriters named therein.

“Underwritten Offering” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public in a marketed transaction.

“Voting Percentage” means the “voting percentage” (as that concept is calculated and interpreted pursuant to 12 C.F.R. 225.2(u) or in any successor regulation or published interpretation of the Federal Reserve Board then in effect for purposes of the BHCA).

“Voting Percentage Limit” means, as of any given time, a Voting Percentage of four and nine-tenths percent (4.90%).

Section 2.1          Exchange of Common Stock.

(a)          Elective Exchanges.

(i)          SMBC shall be entitled, upon the terms and subject to the conditions hereof, to surrender Common Stock to the Company in exchange for the delivery to SMBC (or a Permitted Transferee designee of SMBC) of a number of shares of Non-Voting Preferred Stock that is equal to the product of (x) the applicable number of shares of Common Stock surrendered multiplied by (y) the Exchange Rate. Any exchange of Common Stock for Non-Voting Preferred Stock pursuant hereto is defined herein as an “Exchange”.  Subject to Section 2.1(a)(ii), for a period beginning on the date hereof and ending on the earliest of (x) the eighteen-month anniversary of the date of the filing of the Amended and Restated Charter with New York Department of State (or such later date as may be reasonably agreed by the Company in good faith to enable SMBC and its Affiliates to obtain an Economic Ownership Percentage (in the aggregate) of fifteen percent (15%)), (y) the MOU Termination Date and (z) the date on which 55,125 shares of Non-Voting Preferred Stock (or such other amount as mutually agreed by the Parties) shall have been issued pursuant hereto, SMBC may effect an Exchange at any time and from time to time (regardless of whether such shares of Common Stock were acquired prior to, on or after the date hereof) with respect to a number of shares of Common Stock, for each Exchange, that is not less than one-half percent (0.5%) of the then-outstanding number of shares of Common Stock (on a fully diluted basis) and in multiples of 500 shares of the Common Stock (as adjusted pro rata for any changes in the Exchange Rate; provided that in no event shall fractions of shares of Non-Voting Preferred Stock be issuable pursuant to this Section 2.1(a)).

(ii)          Notwithstanding anything herein to the contrary, SMBC shall not be entitled to effectuate an Exchange of Common Stock pursuant to this Section 2.1(a), and the Company shall have the right to refuse to honor any request for such an Exchange, if at such time the Company determines based on the advice of counsel that such Exchange would be inconsistent with or prohibited by any Law. Following receipt of an Exchange Notice, the Company shall promptly notify SMBC upon becoming aware of the occurrence of any facts, events, circumstances or developments that would, or

would reasonably be expected to, result in the Exchange contemplated by such Exchange Notice being inconsistent with or prohibited by any Law, which such notice shall include an explanation in reasonable detail as to such facts, events, circumstances or developments.

(iii)          SMBC shall exercise its right to effectuate an Exchange of Common Stock pursuant to this Section 2.1(a) by delivering to the Company (A) a written election of exchange in respect of the Common Stock to be exchanged substantially in the form of Exhibit B (an “Exchange Notice”), duly executed by SMBC (delivery of which may be via email), (B) certificates in SMBC’s possession representing such Common Stock (if any) and (C) $1.50 per share of Common Stock exchanged in such Exchange (any such amount to be payable not later than one (1) Business Day following the date of such Exchange). An Exchange pursuant to this Section 2.1(a) shall be effected on the second (2^nd) Business Day following the Business Day on which the Company shall have received the items specified in clauses (A) through (B) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”). On the Exchange Date, all rights of SMBC as a holder of Common Stock to be so exchanged shall cease and SMBC (or its designee) shall be treated for all purposes as having become the record holder of the shares of Non-Voting Preferred Stock to be received by SMBC in respect of such Exchange.

(b)          Exchange Consideration. As promptly as practicable on or after the Exchange Date, the Company shall deliver or cause to be delivered to SMBC (or its designee), evidence of book-entry shares representing the number of shares of Non-Voting Preferred Stock deliverable upon the applicable Exchange, registered in the name of SMBC (or its designee). Notwithstanding anything set forth in this Section 2.1(b) to the contrary, to the extent the Non-Voting Preferred Stock issued in the Exchange will be settled through the facilities of The Depository Trust Company, the Company will, upon the written instruction of SMBC, deliver the shares of Non-Voting Preferred Stock deliverable to SMBC through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by SMBC in the Exchange Notice. Upon SMBC exercising its right to Exchange in accordance with Section 2.1(a)(i), the Company shall take such actions as may be required to ensure that SMBC receives the shares of Non-Voting Preferred Stock that SMBC is entitled to receive in connection with such Exchange pursuant to Section 2.1(a).

(c)          Legends.

(i)          The shares of Non-Voting Preferred Stock issued upon an Exchange and any shares of Non-Voting Common Stock, if applicable, shall bear a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN EXCHANGE AGREEMENT, DATED AS OF April 27, 2023, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN. A COPY OF SUCH EXCHANGE AGREEMENT WILL BE

FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM.

(d)          Expenses.  The Company and SMBC shall each bear its own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that SMBC and the Company shall evenly split any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange.

Section 2.2          Adjustment.

(a)          The Exchange Rate shall be adjusted accordingly if there is any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the shares of (i) Common Stock that is not accompanied by a substantively identical subdivision or combination of the Non-Voting Preferred Stock or change to the conversion rate set forth therein; or (ii) Non-Voting Preferred Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Common Stock or approved by the holders of at least a majority of the outstanding shares of the Non-Voting Preferred Stock.

(b)          To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Common Stock is converted or changed or exchanged into or for another security, securities or other property, then the Parties will negotiate in good faith to amend the terms of this Agreement to preserve the rights of SMBC hereunder, unless the Company Stock Beneficially Owned by SMBC and its Affiliates is converted into a right to receive cash on a pari passu basis with other shares of Company Stock (treating such shares of Non-Voting Preferred Stock and Non-Voting Common Stock identically to shares of Common Stock).

Section 2.3          Non-Voting Preferred Stock to be Issued.

(a)          All shares of Non-Voting Preferred Stock issued as part of an Exchange shall be (i) validly issued, fully paid and non-assessable, (ii) free and clear of preemptive or similar rights and (iii) free and clear of all Liens (other than transfer restrictions arising under this Agreement or applicable securities Laws).

(b)          So long as SMBC (or its Affiliates) have the right to effect an Exchange hereunder, the Company shall at all times reserve and keep available out of its authorized but

unissued Non-Voting Preferred Stock, solely for the purpose of issuance upon an Exchange, a number of shares of Non-Voting Preferred Stock equal to (i) 55,125 shares of Non-Voting Preferred Stock (or such other amount as mutually agreed by the Parties) minus (ii) the number of shares of Non-Voting Preferred Stock previously issued to SMBC (or any of its Permitted Transferees) hereunder.

(c)          The Company shall reserve for issuance out of its authorized but unissued shares of Common Stock, that number of shares of Common Stock into which the issued and outstanding shares of Non-Voting Preferred Stock and Non-Voting Common Stock are convertible (in all cases, subject to and in accordance with the transfer and conversion of non-voting securities provided under 12 C.F.R. 225.9).

(d)          Pursuant to resolutions in form and substance previously reviewed by SMBC, the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act has approved, for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b‑3 thereunder to the extent applicable, the transactions contemplated between the Company and SMBC (and any of their respective Affiliates) by the Transaction Documents, including the acquisition of the Non-Voting Preferred Stock or Non-Voting Common Stock, any disposition of Company Stock upon the conversion or Exchange thereof, any acquisition of Common Stock upon conversion of the Non-Voting Preferred Stock or the Non-Voting Common Stock (as applicable), and any other deemed acquisition or disposition in connection therewith and all transactions with the Company related thereto, in each case, in accordance with the terms hereof.

(e)          If any Takeover Laws become applicable hereto or any of the transactions contemplated hereby, the Company shall use reasonable best efforts to render such restrictions inapplicable to all of the foregoing.

Section 2.4          Withholding.  If the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, then the Company shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Non-Voting Preferred Stock with a fair market value equal to the minimum amount of any taxes that the Company may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to SMBC. The Parties shall cooperate to identify and mitigate (to the extent permitted by Law) any anticipated withholding with respect to any Exchange.

Section 2.5          Tax Treatment.  The Parties intend to treat any Exchange consummated pursuant hereto as an exchange qualifying for non-recognition treatment for U.S. federal (and applicable state and local) income tax purposes pursuant to Section 354 and/or Section 1036 of the Code, and no Party shall take a position inconsistent with such intended tax treatment on any tax return, amendment thereof or any other communication with a taxing authority, in each case, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code.

Section 2.6          Distributions.  No Exchange will impair the right of SMBC to receive any distribution in respect of which the record date is on or prior to the Exchange Date for such Exchange (but for which payment had not yet been made with respect to the Common Stock in question at the time the Exchange is consummated).

Section 3.1          Board Designation Right.

(a)          During the SMBC Rights Period, SMBC shall have the right to identify one (1) individual to be nominated for election as a Director at each successive annual meeting (or other meeting at which directors are elected to the Board) of the shareholders of the Company during the SMBC Rights Period (such individual, a “SMBC Designee”).

(b)          During the SMBC Rights Period, if requested by SMBC:

(i)          the Company shall (provided that SMBC shall have complied with the final proviso to this Section 3.1(b)(i) and subject to Section 3.1(c)), take all reasonable actions within its control to effectuate the provisions of this Section 3.1 and to cause the election of the individual identified by SMBC pursuant to Section 3.1(a) as a Director, which shall include the Company (x) including the SMBC Designee in the slate of nominees recommended by the Board for election to the Board at any meeting of shareholders of the Company at which Directors are to be elected to the Board and (y) nominating, recommending and using its reasonable best efforts to solicit from its shareholders eligible to vote for the election of Directors proxies in favor of the election of the SMBC Designee to the Board in the same manner and to the same extent it solicits proxies in favor of other candidates nominated for election by the Board; provided that SMBC shall notify the Company of its proposed nominee to the Board, in writing, no later than the latest date on which holders of Common Stock may make nominations to the Board in accordance with the Company By-Laws (it being understood that in the event SMBC fails to provide any such notice, subject to Section 3.1(c), the SMBC Designee shall be the person then serving as the SMBC Director); and

(ii)          in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any SMBC Director (other than as a result of a failure of such Director who has been nominated for election as a Director to be re-elected at any meeting of shareholders of the Company at which Directors are to be elected to the Board), subject to Section 3.1(c), the Company shall take all reasonable actions within its control to cause the vacancy created thereby to be filled as promptly as practicable by a new SMBC Designee, including by election to the Board by the Directors (to the extent permitted by the Company Organizational Documents and Law).

(c)          Notwithstanding anything herein to the contrary, SMBC’s rights and the Company’s obligations pursuant to this Section 3.1 shall in each case be subject to (A) any Law or securities exchange or equivalent listing requirements, including (x) each SMBC Designee’s

satisfaction of all requirements under Law regarding service as a Director and all other criteria and qualifications for service as a director applicable to all Directors and (y) the corporate governance requirements of the NYSE (or any other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and (B) each SMBC Designee being reasonably acceptable to the Board and the Nominating and Corporate Governance Committee. SMBC will cause each SMBC Designee to make himself or herself reasonably available during normal business hours for the Company’s customary onboarding requirements for its Directors and consent to the Company’s customary background checks or other investigations to determine the SMBC Designee’s eligibility and qualification to serve as a Director. No SMBC Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any order, judgment, injunction, ruling, writ or decree of any Government Entity that is then in effect and that prohibits service as a director of any U.S. public company. As a condition to any SMBC Designee’s election to the Board or nomination for election as a Director at any meeting of the Company’s shareholders, SMBC and the SMBC Designee must provide to the Company:

(i)          all information requested by the Company to be disclosed by Directors, candidates for Directors and their respective Affiliates and Representatives in a proxy statement or other filings, as required by Law or any applicable stock exchange rules or listing standards or, to the extent applicable to all Directors or candidates for Director, the Company Organizational Documents or the Company’s bona fide corporate governance guidelines, in each case, relating to the SMBC Designee’s election as a Director;

(ii)          all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to Directors or satisfying compliance and legal or regulatory obligations, in each case, relating to the SMBC Designee’s nomination or election, as applicable, as a Director;

(iii)         an undertaking in writing by the SMBC Designee to:

(1)          be subject to, bound by and duly comply with the code of conduct in the form agreed upon by the other Directors; provided that no such code of conduct shall (x) restrict any Transfer of securities by SMBC or their Affiliates (other than with respect to any SMBC Director solely in his or her individual capacity), (y) except as expressly provided in Section 6.2 or as required under Law, impose confidentiality obligations on any SMBC Director, or (z) impose any capital stock ownership requirement on any SMBC Director; and

(2)          waive notice of and recuse himself or herself from any portion of any discussion of the Board or any committee thereof regarding any Transaction Document, the Transactions or any other transactions involving SMBC or its Affiliates or any other matter where the SMBC Director is reasonably expected to have a conflict of interest; provided, however, that the Company shall use reasonable best efforts to make other arrangements (including segmenting portions of meetings, redacting information or making substitute disclosure arrangements) that would enable

participation in such meetings by the SMBC Director without the SMBC Director learning information about the matter(s) giving rise to such conflict of interest; and

(iv)          an executed irrevocable resignation in the form attached to this Agreement as Exhibit C.

(d)          During the SMBC Rights Period, at the option of the SMBC Director, the Board shall cause the SMBC Director to be appointed to one or more standing committees of the Board (as designated by the Board) so long as the SMBC Director qualifies to serve on each such committee under the applicable rules of the NYSE, subject to Law, the Company’s corporate governance guidelines and the charter of such committee. Notwithstanding anything herein to the contrary, the SMBC Director shall not participate in any portion of any committee meeting (or receive any portion of materials in connection therewith) (i) with respect to which he or she is reasonably likely to have a conflict of interest (as reasonably determined in good faith by the other members of such committee in their sole discretion) with respect to the subject matter of the meeting or any portion of the committee meeting, including any meeting with respect to which the SMBC Director would be required to recuse him or herself in accordance with Section 3.1(c)(iii)(2), or (ii) to the extent (but only to the extent) that the SMBC Director’s attendance or receipt of such materials is, in the opinion of the Company’s counsel, reasonably likely to adversely affect the existence of legal privilege; provided, however, that the Company shall use reasonable best efforts to make other arrangements (including segmenting portions of meetings, redacting information or making substitute disclosure arrangements) that would enable participation in such meetings by, and disclosure of information and materials to, the SMBC Director without jeopardizing such legal privilege or the SMBC Director learning information about the matter(s) giving rise to such conflict of interest.

(e)          The Parties agree that the SMBC Director shall not be entitled to any cash or equity compensation from the Company or its Subsidiaries in connection with his or her service as a Director (and shall receive compensation, if any, for such service solely from SMBC or its Affiliates); provided that, notwithstanding the foregoing, the SMBC Director shall be entitled to reimbursement from the Company for the reasonable and documented out-of-pocket expenses incurred by the SMBC Director in connection with his or her service as Director in a manner consistent with the Company’s practices with respect reimbursement for other Directors, including reimbursement pursuant to customary indemnification arrangements.

(f)          Except with respect to any acts or omissions by the SMBC Director constituting gross negligence or willful malfeasance, the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to each current and/or former SMBC Director are primary and any obligation of any other Person (including SMBC and its Affiliates) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such SMBC Director are secondary) to the maximum extent permitted by Law and the Company Organizational Documents (and any other agreement regarding indemnification between the Company and/or its Subsidiaries and such SMBC Director) in connection with any acts or omissions by the SMBC Director in his or her capacity as a Director, without regard to any rights such SMBC Director may have against any other Person (including SMBC and its Affiliates).

(g)          SMBC agrees to and will defend and indemnify the Company and save and hold the Company harmless against, and pay on behalf of or reimburse the Company for, any Losses that the Company may suffer, sustain or become subject to, or costs the Company may bear, as a result of, in connection with, relating or incidental to or arising from any Action by a Government Entity concerning the SMBC Director’s concurrent service as a Director and as an officer or director of any other company.

(h)          Upon the occurrence of the SMBC Rights Termination Event, (i) the irrevocable resignation letter described in Section 3.1(c)(iv) shall become operative and the SMBC Director shall be deemed to have resigned from the Board with immediate effect, and (ii) SMBC shall no longer have any rights under this Section 3.1, including any designation and/or nomination rights under Section 3.1(a).

(i)          All agreements, arrangements and understandings made in Section 6.5 and Section 6.6(a) shall be made solely in SMBC’s (or its Affiliates’) capacity as a shareholder of the Company, and not in any other capacity. The Parties acknowledge and agree that (i) the SMBC Director (if any) shall be free to act in his or her capacity as a Director in accordance with his or her applicable fiduciary duties, including in respect of any vote cast by him or her as a Director (or a member of any committee of the Board), and (ii) no action taken by the SMBC Director (if any) acting in his or her capacity as a Director, including in respect of any vote cast by him or her as a Director (or a member of any committee of the Board), shall be deemed to be a breach by SMBC or its Affiliates of Section 6.5 or Section 6.6(a), as applicable.

Section 4.1          Lock-Up.  From the date hereof until April 27, 2026 (the “Lock-Up Period”), except as otherwise permitted by Section 4.2(b), SMBC shall not, and shall not permit any of its Affiliates to, Transfer any shares of Company Stock. The restrictions set forth herein shall not limit the rights of SMBC or its Affiliates to exercise its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote any Company Stock.

Section 4.2          Prohibited Restrictions.

(a)          Notwithstanding anything herein to the contrary (but subject to Article VII), without the prior written consent of the Company, except as otherwise permitted by Section 4.2(b), SMBC shall not, and shall not permit any of its Affiliates to, Transfer any shares of (x) Non-Voting Common Stock and Non-Voting Preferred Stock to any Person and (y) Common Stock into which any shares of Non-Voting Preferred Stock or Non-Voting Common Stock are converted (including at the time of any such Transfer) or any other equity securities of the Company to:

(i)          any Activist Investor;

(ii)          any Prohibited Transferee;

(iii)          any Person who, immediately following such Transfer, would own more than ten percent (10.0%) of the Company’s then-outstanding shares of Common Stock (on a fully diluted basis) as a result of such Transfer; or

(iv)          to any single Person or any “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of Persons in an aggregate amount that would be in excess of five percent (5.0%) of the Company’s then-outstanding shares of Common Stock (on a fully diluted basis).

(b)          The restrictions set forth in Section 4.1 and, except with respect to the following clause (i)(A)(VI), Section 4.2(a) shall not apply to any (i) Transfer of shares of (A) Company Stock (I) to a Permitted Transferee, (II) pursuant to a merger, division, consolidation, tender offer or exchange offer, recapitalization, reorganization or other business combination, acquisition of assets or similar transaction involving the Company or any of its Subsidiaries or Change of Control; provided that, solely in the case of a tender offer or exchange offer, (x) the Board (or a committee thereof) has not (and is not continuing to) publicly recommended against such tender offer or exchange offer and (y) less than a majority of the Common Stock has been tendered in such tender or exchange offer, (III) to the Company or its Subsidiaries, (IV) permitted by the terms herein (including any Exchange, Mandatory Exchange or Regulatory Hardship Transfer) or pursuant to the Company Charter, (V) pursuant to contractual or business arrangements between the Company and/or its Affiliates, on the one hand, and SMBC and/or its Affiliates, on the other hand, including underwriting and distributing senior, subordinated or securitized instruments issued by the Company and its Affiliates or (VI) to cure any breach or violation of Section 6.5(a)(i)(A); provided that, in the case of the immediately preceding clauses (II), (IV), (V) or (VI), prior to, concurrently with or as a result of such Transfer, any shares of Non-Voting Preferred Stock or Non-Voting Common Stock so transferred are converted into Common Stock in accordance with the Company Charter or (B) Ordinary Course Securities or (ii) pledges of shares of Common Stock (and Transfers pursuant to the exercise of rights and remedies under the related pledge agreement) in connection with and in furtherance of bona fide arrangements to facilitate the acquisition of shares of Common Stock by SMBC or its Affiliates in a manner substantially consistent with arrangements disclosed by SMBC to the Company on or prior to the date of this Agreement. In furtherance, and not in limitation, of the foregoing, Section 4.2(a) shall not restrict any Transfer of shares of (1) Common Stock (including any other shares of Company Stock that would become convertible into Common Stock in connection with such Transfer) in the public markets pursuant to (x) any bona fide underwritten public offering, so long as SMBC or its Permitted Transferees, as applicable, effecting any such Transfers shall instruct the managing underwriters of any such underwritten public offering to exclude as transferees Prohibited Transferees from such underwritten public offering, (y) any bona fide firm commitment offering to one or more broker-dealers for resale under Rule 144A and/or Regulation S of the Securities Act, if such offering is permitted under the Securities Act, or (z) any bona fide sale under Rule 144 so long as such sale is not intended to avoid the restrictions set forth in Section 4.2(a) and complies with paragraph (f)(1)(i) of Rule 144 or (2) Common Stock where an Activist Investor or Prohibited Transferee acts as an agent or broker, but does not ultimately become the Beneficial Owner of the Common Stock as a result of such Transfer of shares of Common Stock.

(c)          Any attempted Transfer of shares of Company Stock in violation of Section 4.1 or Section 4.2(a) shall be of no effect and null and void and shall not be recorded on the stock transfer books of the Company.

Section 4.3          Regulatory Hardship Transfer.

(a)          If SMBC (i) determines in good faith and based on the reasonable advice of external counsel (such counsel to be a law firm possessing recognized expertise with respect to Laws in the applicable jurisdiction(s) at issue) that it or any of its BHCA Affiliates continuing to Hold all or any shares of Company Stock would be inconsistent with, violate or breach any Law or (ii) receives a written directive or request from any Government Entity of competent jurisdiction to Transfer all or any of its or its BHCA Affiliates’ shares of Company Stock (either of clauses (i) or (ii), a “Regulatory Hardship”), then SMBC shall promptly notify the Company of such Regulatory Hardship (such notice, a “Regulatory Hardship Notice”). Each Regulatory Hardship Notice shall describe the nature of the Regulatory Hardship in reasonable detail; provided that such description need not include information the disclosure of which (x) would be prohibited by Law or contrary to a request or requirement of any Government Entity, (y) would reasonably be expected to adversely impact or jeopardize any legal privilege or work product doctrine or (z) would reasonably be expected to result in disclosure in respect of any assets, businesses, operations or financial records of SMBC or its Affiliates (other than their interest in the Company) or sharing any legal analysis or opinions prepared or delivered by SMBC or its Affiliates or their counsel in connection therewith. To the extent permitted by Law, SMBC shall (A) use reasonable best efforts to obtain permission from the appropriate Government Entity to disclose information of the nature contemplated by the foregoing clause (x) to the Company and (B) (I) cooperate in good faith with the Company and its counsel to evaluate potential actions to mitigate or eliminate any Regulatory Hardship such that no Transfer of shares of Company Stock by SMBC or its Affiliates is required and (II) based on such evaluation, take such actions as SMBC determines in good faith would be reasonable under the circumstances, after consulting with and considering the views of the Company.

(b)          Following the occurrence of a Regulatory Hardship and the delivery of the applicable Regulatory Hardship Notice, and subject to SMBC satisfying its obligations pursuant to the last sentence of Section 4.3(a), SMBC and its BHCA Affiliates shall have the right to Transfer (such Transfer, a “Regulatory Hardship Transfer”) only such portion of the shares of Company Stock that is required to be Transferred to remediate or eliminate such Regulatory Hardship to any third-party purchaser who is not an Activist Investor or Prohibited Transferee (unless such Transfer to an Activist Investor or Prohibited Transferee (x) occurs via open market purchase and sale transactions, including pursuant to Rule 144 or SMBC’s registration rights hereunder or (y) acts as an agent or broker, but does not ultimately become the Beneficial Owner of the Company Stock as a result of such Transfer of shares of Company Stock) in connection with such Transfer, without being subject to any other restrictions on Transfer set forth in this Article IV.

(c)          Prior to the consummation of any Regulatory Hardship Transfer to any Person (other than a Permitted Transferee), SMBC shall (x) identify one or more prospective third-party purchasers willing to consummate such Regulatory Hardship Transfer, (y) notify the Company in writing (the “Offering Notice”) of such proposed Regulatory Hardship Transfer,

including the number of shares subject to the Regulatory Hardship Transfer, the proposed price (the “Offer Price”) and any other material terms and conditions thereof discussed with such third-party purchasers, and (z) make an offering of such shares of Company Stock to the Company in accordance with this Section 4.3(c) (the “Company ROFR” and such shares, the “Offered Shares”), and the Company shall have (in the first instance) the right (but not the obligation), for a period of five (5) Business Days (the “Company Purchase Period”) following its receipt of such notice (or, if shorter, the period provided by the applicable Government Entity for SMBC to effect the applicable Regulatory Hardship Transfer), to elect to purchase all (but not less than all) of the Offered Shares by delivering written notice to SMBC, not later than the expiration of the Company Purchase Period, of the Company’s election to purchase all (but not less than all) of the Offered Shares (which notice shall specify the election of such right), and any such election shall constitute an irrevocable binding offer by the Company to purchase such Offered Shares proposed to be purchased by the Company on the terms set forth in the Offering Notice.  The closing of the purchase of the Offered Shares by the Company shall take place as promptly as practicable and not be later than the earlier of five (5) Business Days following the Company Purchase Period or the period provided by the applicable Government Entity for SMBC to effect the applicable Regulatory Hardship Transfer. In the event that all of the Offered Shares are not elected to be purchased and Transferred to the Company pursuant to this Section 4.3(c), SMBC shall have the right to Transfer the Offered Shares at a per share price equal to or greater than the Offer Price and upon other terms and conditions not materially more favorable to the third-party purchaser (in the aggregate) than those specified in the Offering Notice.

(d)          Notwithstanding anything herein to the contrary, Section 4.3(c) shall not apply in the event that (i) the Regulatory Hardship or identified Regulatory Hardship Transfer is such that it is not possible to satisfy the Company ROFR (after SMBC acts in good faith and undertakes reasonable best efforts to identify a Regulatory Hardship Transfer that would accommodate the Company ROFR but is unable to do so), (ii) the Company ROFR is in conflict with any Government Entity’s written directive or request or (iii) the Company fails to cooperate in good faith with SMBC or its BHCA Affiliates to facilitate any Regulatory Hardship Transfer upon reasonable request from SMBC or its BHCA Affiliates.

Section 5.1          Regulatory Efforts.

(a)          As promptly as reasonably practicable following the date hereof, the Parties shall (and shall cause their respective Affiliates to) (i) use reasonable best efforts to produce and submit to CFIUS a draft of a joint voluntary notice as contemplated by the DPA with respect to the Transactions (the “Joint Notice”) for the purpose of obtaining the CFIUS Approval; and (ii) reasonably cooperate with one another in order to (A) address and resolve any questions and comments received on the draft Joint Notice from CFIUS, (B) submit a formal Joint Notice as contemplated by the DPA and (C) submit to CFIUS any information requested by CFIUS or any other agency or branch of any Government Entity of the United States in connection with the CFIUS review or investigation of the Joint Notice within the timeframes set

forth in the DPA (including any extensions granted in accordance with the DPA). Notwithstanding anything herein to the contrary, nothing herein shall require any Party hereto or any of their respective Affiliates to (x) agree to any mitigation measures proposed by CFIUS or any other agency or branch of any Government Entity of the United States in connection with seeking or obtaining the CFIUS Approval or (y) litigate in any court to seek to vacate or terminate or avoid the entry of any decree, order or judgment under the DPA. SMBC shall pay (or cause to be paid) the filing fee in respect of the Joint Notice in accordance with 31 C.F.R. Part 800, Subpart K and, subject to Section 5.1(d) below, shall direct and control communications and strategy relating to obtaining the CFIUS Approval.

(b)          The Parties shall cooperate in good faith to determine whether any Foreign Investment Approval, notification under the HSR Act or other regulatory filings, notices, approvals or Consent (the “Regulatory Approvals”) are required, necessary, advisable or proper in connection with the Transactions; provided that this clause (b) shall not apply to the CFIUS Approval, which is addressed in Section 5.1(a).

(c)          In the event the Parties mutually agree that any Regulatory Approval (other than the CFIUS Approval, which is addressed in Section 5.1(a)) is required, necessary, advisable or proper in connection with the Transactions, if requested in writing by any Party, as promptly as practicable following such request, each Party shall (and shall cause its Affiliates to), subject to Law relating to the exchange of information, use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and reasonably assist and cooperate with the other Party in doing, all things required, necessary, proper or advisable to seek and obtain the applicable Regulatory Approval, in the most expeditious manner reasonably practicable; (ii) prepare and file (or reasonably assist and cooperate with the other Party so that the other Party can prepare and file) all necessary applications, filings and notifications in respect of such Regulatory Approval; and (iii) prepare and file with the applicable Government Entity all subsequent documentation (including in response to information requests from Government Entities) necessary to be submitted in respect of seeking and obtaining the applicable Regulatory Approval.

(d)          Unless prohibited by Law or any Government Entity and to the extent reasonably practicable, each Party shall (and shall cause its respective Affiliates to): (i) give the other Party prompt notice of the making or commencement of any filing, request or proceeding by or before any Government Entity with respect to any Regulatory Approval (including, for the avoidance of doubt, the CFIUS Approval); (ii) keep the other Party reasonably informed as to the status of any such filing, request or proceeding; (iii) give the other Party prompt notice of any material substantive communication made to any Government Entity in respect of any such filing, request or proceeding; (iv) as promptly as possible notify the other Party of any substantive communication from any Government Entity in respect of any such filing, request or proceeding; (v) give the other Party the right to review in advance any filing made with, or substantive written materials submitted to, any Government Entity in respect of any such filing, request or proceeding; and (vi) give the other Party an opportunity to attend each meeting, conference, videoconference or telephone call with (other than purely scheduling and administrative videoconferences or calls) any Government Entity in respect of any such filing, request or proceeding. In exercising the foregoing rights, each Party shall (and shall cause its Affiliates to) act reasonably and as promptly as practicable. Notwithstanding the foregoing, each

Party (and their respective Affiliates) may, as each reasonably deems advisable and necessary, (A) designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written consent is obtained in advance from the source of the materials, (B) withhold documents and information from the other Party (and its Affiliates and its and their respective Representatives) (x) as necessary to comply with contractual obligations, (y) as necessary to avoid adversely impacting or jeopardizing any legal privilege or work product doctrine or (z) that would result in disclosure in respect of any assets, businesses, operations or financial records of SMBC or its Affiliates (other than their interest in the Company) and (C) exclude the other Party and its Affiliates (and their Representatives) from any meeting, conference, videoconference or telephone call (or portion thereof) with any Government Entity to the extent it addresses any matters related to any information of the nature contemplated by the foregoing clauses (A) and (B).

(e)          In the event (i) that the Company becomes aware that any action contemplated by the Company or its Affiliates would, or would reasonably be expected to, require any Party (or their respective Affiliates) to have obtained any Regulatory Approval (including any Regulatory Approval of which SMBC shall have informed the Company that SMBC reasonably believes would, or would reasonably be expected to, be required in connection with an increase in SMBC’s Economic Ownership Percentage, taken together with SMBC’s other rights hereunder and relationships with the Company and its Subsidiaries) and (ii) such Regulatory Approval shall not have been obtained (and in full force and effect), then the Parties shall cooperate in good faith and use reasonable best efforts to obtain such Regulatory Approval or otherwise resolve any concerns of either Party with respect thereto.

Section 5.2          Mandatory Exchange. Notwithstanding anything herein to the contrary, for so long as SMBC or any of its BHCA Affiliates own any Company Stock, if, at any time, SMBC or the Company becomes aware that Company Stock Held by SMBC and its BHCA Affiliates, in the aggregate, would exceed the Voting Percentage Limit solely as the result of share buybacks, repurchases, redemptions, retirements or other actions by or on behalf of the Company, then SMBC and/or its BHCA Affiliates and the Company shall effect an exchange of Common Stock Held by SMBC (and/or its BHCA Affiliates) for shares of Non-Voting Preferred Stock (based on the Exchange Rate) or, if available, Non-Voting Common Stock (on a one-to-one basis) (any such exchange, a “Mandatory Exchange”), in an amount such that the Voting Percentage of SMBC and its BHCA Affiliates, in the aggregate would equal to the Voting Percentage Limit. Any Mandatory Exchange shall be subject to satisfaction of all requirements under Laws, and SMBC and/or its BHCA Affiliates and the Company shall use their respective reasonable best efforts to promptly satisfy all such requirements. In connection with a Mandatory Exchange, SMBC and/or its BHCA Affiliates shall have the sole right to determine which shares of Held Common Stock shall be so exchanged.

Section 5.3          Cooperation.  At any time when the Economic Ownership Percentage of SMBC and its BHCA Affiliates is greater than one percent (1.0%), the Company and SMBC shall (and shall cause their respective Affiliates to) cooperate in good faith to address any bank regulatory issues or concerns that might arise from SMBC’s (or its BHCA Affiliates’) ownership of securities of the Company.

Section 6.1          Information Rights.

(a)          To the extent permitted by Law, during the SMBC Rights Period, solely for purposes of SMBC and its Affiliates (x) monitoring its or their investment in the Company or (y) complying with Law, requests or requirements of any Government Entity or the rules, regulations or requirements of any national securities exchange or inter-dealer quotation system by which SMBC’s or its Affiliates’ securities may be listed or quoted, at SMBC’s expense (solely for the Company’s reasonable and documented out-of-pocket costs and expenses incurred providing such access), the Company shall (i) afford to SMBC and its Representatives reasonable access upon reasonable prior written notice and during normal business hours to the (A) officers, employees, properties, offices and other facilities of the Company and its Subsidiaries, and (B) contracts, licenses, books and records and other documents relating to the business of the Company and its Subsidiaries, in each case, that SMBC, directly or through its Representatives, may from time to time reasonably request, (ii) furnish to SMBC and its Representatives all relevant financial, operating and other data and information relating to the Company or its Subsidiaries in the Company’s or its Subsidiaries’ possession or control that SMBC, directly or through its Representatives, may from time to time reasonably request, and (iii) cause members of its senior management to meet with members of the senior management of SMBC (in person or via remote access, including telephonically, as agreed by the Parties) to provide SMBC with a presentation regarding developments relating to the business and operations of the Company and its Subsidiaries and to respond to questions from SMBC; provided that the Company shall not be required to provide senior management presentations pursuant to this clause (iii) more than once during any fiscal year of the Company.

(b)          Notwithstanding the foregoing, the Company shall not be obligated to provide such access, materials or information to the extent the Company determines, in its reasonable judgment, that doing so would reasonably be expected to (i) violate or prejudice the rights of its clients or customers, (ii) result in the disclosure of trade secrets or competitively sensitive information to third parties, (iii) violate Law or an agreement or obligation of confidentiality owing to a third party, (iv) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (v) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action to which SMBC is a party, (vi) expose the Company to risk of liability for disclosure of personal information in violation of Law or an agreement or obligation of confidentiality owing to a third party or (vii) result in the disclosure of any information or material that relate to, contain or reflect any analyses, studies, notes, memoranda and other information prepared in connection with any Transaction Document or the Transactions or any matters relating thereto or any transactions with or matters relating to SMBC or any of its Affiliates; provided, however, that the Company shall use reasonable best efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable disclosure to SMBC (or its representatives) to occur without, in the case of the (A) foregoing clause (i), violating or prejudicing such right; (B) foregoing clause (ii), disclosing such trade secrets or competitively sensitive information; (C) foregoing clause (iii), violating such Law or agreement or obligation;

(D) foregoing clause (iv), jeopardizing such privilege; (E) foregoing clause (v), such adverse consequences; (F) foregoing clause (vi), disclosing personal information in violation of Law or agreement or obligation; and (G) foregoing clause (vii), disclosing such information or materials.

Section 6.2          Confidentiality.

(a)          The provisions of this Section 6.2 will supersede any conflicting provision in that certain Confidentiality and Non-Disclosure Agreement, dated as of January 10, 2023, between the Company and SMBC (but non-conflicting provisions, including provisions governing information, documents and data furnished or otherwise made available to SMBC or its Affiliates or the Company or its Affiliates, as applicable, prior to the date hereof, will otherwise continue in full force and effect in accordance with their terms).

(b)          Until two (2) years following the first (1^st) Business Day following the date on which the Economic Ownership Percentage of SMBC and its Affiliates (in the aggregate) is less than one percent (1.0%), SMBC shall (and shall cause its controlled Affiliates to) keep confidential all information, documents and data furnished or otherwise made available on or after the date of this Agreement to it (or its controlled Affiliates) by or on behalf of the Company hereunder, including pursuant to Section 6.1(a) (collectively, “Confidential Information”); provided, however, that the foregoing shall not prohibit or limit any disclosure of Confidential Information (i) to SMBC’s Affiliates and Representatives who need to know such information for the purpose of assisting such Party in connection with the Transactions or its investment in the Company; (ii) if required by Law or the rules, regulations or requirements of any national securities exchange or inter-dealer quotation system by which SMBC’s or its Affiliates’ securities may be listed or quoted; or (iii) if requested or required by any Government Entity. Notwithstanding the foregoing or anything to the contrary in this Agreement, the term “Confidential Information” will not include information that is or becomes (A) available to SMBC on a non-confidential basis from a source other than the Company or its Affiliates or Representatives, if such other source lawfully obtained possession of such information and is not bound by a confidentiality obligation covering the relevant information or otherwise prohibited from disclosing the relevant information to SMBC or (B) generally available to the public (other than as a result of a breach by SMBC or its Affiliates or Representatives of this Section 6.2(b) or any other duty of confidentiality owed by such Persons).

Section 6.3          Rule 144 Reporting.  With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the shares of Company Stock to the public without registration, the Company agrees to use its reasonable best efforts to:

(a)          make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (“Rule 144”) (or any similar provision then in effect), at all times;

(b)          furnish (i) if accurate, forthwith upon request, a written statement of the Company that it has complied with the reporting requirements of Rule 144 (or any similar provision then in effect) and, if not accurate, a detailed written statement regarding the Company’s non-compliance with the reporting requirements of Rule 144 (or any similar provision then in effect) and (ii) unless otherwise available via the SEC’s EDGAR filing system,

to SMBC (upon request) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents as SMBC may reasonably request in availing themselves of any rule or regulation of the SEC allowing SMBC to sell any such securities without registration; and

(c)          if the shares of Company Stock may be sold pursuant to Rule 144 without regards to the volume or public information requirements such that a restrictive legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC), then the Company agrees that at such time it will, upon the request of SMBC, promptly (and the Company shall use its reasonable best efforts to) remove such legends from the shares of Company Stock such that any sale of shares of Company Stock may settle in T+2, subject to the receipt of representation letters and other information as may be reasonably requested by the Company, provide its transfer agent with a legal opinion issued by the Company’s legal counsel (at the Company’s sole cost and expense) in form and substance that is acceptable to the transfer agent that the shares of Company Stock are not required to bear a restrictive legend and instruct the transfer agent to promptly remove any such legends from the shares of Company Stock. The Company will also take such further efforts to remove any restrictive legend to effect a sale, transfer or disposal of all or a portion of the shares of Company Stock so that such sale, transfer or disposal may settle in T+2, subject to the receipt of representation letters and other information from SMBC as may be reasonably requested by the Company.

Section 6.4          Share Repurchases.  From the date hereof until the earliest to occur of (a) the one (1) year anniversary of the date of the first Exchange hereunder, (b) the date on which SMBC notifies the Company that SMBC does not intend to acquire (in the six (6) month period following such notice), directly or indirectly, any additional shares of Common Stock via the public markets including the NYSE, or (c) the date on which the Economic Ownership Percentage is greater than or equal to fifteen percent (15%), the Company agrees that the Company shall only conduct share repurchases of Common Stock that comply with the conditions contained in subparagraphs (1) - (4) of paragraph (b) of Rule 10b-18 promulgated by the SEC under the Exchange Act (“Rule 10b-18”) (other than any transaction with SMBC or its Affiliates). For the avoidance of doubt, the Parties agree that SMBC is not an “affiliated purchaser” of the Issuer, as such term is defined in Rule 10b-18.

Section 6.5          Standstill Restrictions.

(a)          During the Standstill Period, SMBC shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company:

(i)          acquire, offer to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise, (A) any Company Stock or direct or indirect rights to acquire any Company Stock, any securities convertible into or exchangeable for any Company Stock or any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock; or (B) five percent (5%) or greater of the consolidated assets or property of the Company and its Subsidiaries, taken as a whole; provided that the foregoing restrictions shall not apply to any (1) acquisition of Company Stock by SMBC and its Affiliates so long as immediately following such

acquisition, SMBC’s and its Affiliates’ aggregate Economic Ownership Percentage would not exceed fifteen percent (15.0%), (2) Exchange or any conversion of shares of Non-Voting Preferred Stock or Non-Voting Common Stock into shares of Common Stock or Non-Voting Common Stock, as applicable, in accordance with the Company Charter, (3) dividend or distribution by the Company or (4) payment by the Company of any liquidation preference on any shares of Non-Voting Preferred Stock;

(ii)          deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or similar arrangement, or grant any proxy with respect to any shares of Common Stock (in each case, other than (x) as required by Law or requested or required by any Government Entity or (y) in accordance with Section 6.6);

(iii)          offer or propose, or make any public announcement with respect to offering or proposing (in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the assets, properties or securities of the Company or any Subsidiary of the Company, or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective securities, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing;

(iv)          make, or in any way participate in or knowingly encourage, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote, or knowingly advise or influence any Person with respect to voting of, any securities of the Company or its Subsidiaries;

(v)          call, or propose to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company, or propose the removal of any director from the Board or, except as permitted by and in accordance with Section 3.1, propose or nominate any individual to serve as a director on the Board;

(vi)          otherwise act, alone or in concert with others, to propose to control or knowingly influence, in any manner, the management or the Board or the policies of the Company;

(vii)          except as permitted by Section 6.1, demand a copy of the stock ledger list of shareholders or any other books and records of the Company;

(viii)          publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing;

(ix)          knowingly advise, knowingly assist, knowingly encourage or knowingly direct any Person to do any of the foregoing;

(x)          take any action that would require the Company under Law or the rules of the NYSE to make a public announcement regarding the reasonable possibility of any of the events described in this Section 6.5(a);

(xi)          form, join or in any way participate in a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) with any third party with respect to any Company Stock; or

(xii)          contest the validity of this Section 6.5(a).

(b)          Notwithstanding anything to the contrary herein, the restrictions imposed in Section 6.5(a) and 6.6(a) shall immediately terminate and be of no further effect, and, thereafter, nothing contained herein shall prohibit any of the actions specified in Section 6.5(a) and 6.6(a), if:

(i)          the Company or any of its Affiliates enters into a definitive agreement to effect a Change of Control of the Company; or

(ii)          any other person or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (A) acquires control of at least a majority of the total outstanding equity or voting power of the Company or (B) commences a tender offer or exchange offer to acquire control of at least a majority of the total equity or voting power of the Company where the Board (or a committee thereof) either (A) accepts such offer or (B) fails to recommend that the Company’s shareholders reject such offer within ten (10) Business Days of the public announcement of such offer (any of the foregoing, a “Standstill Fallaway Event”).

(c)          Notwithstanding anything to the contrary herein, the restrictions set forth in Section 6.5(a) will not prohibit SMBC, its Affiliates or its or their respective Representatives from:

(i)          confidentially communicating to the Chief Executive Officer or President of the Company or chairman of the Board (or the chairman of any special or transaction committee of the Board) with respect to non-public discussions, proposals, offers, intentions or other actions;

(ii)          taking any action expressly required or otherwise contemplated to be taken by SMBC, its Affiliates or its or their respective Representatives pursuant to the terms of this Agreement (including Section 6.7) or the MOU;

(iii)          discussing, negotiating, effecting, terminating or proposing modifications or amendments to the MOU (or any collaboration by the MOU parties); or

(iv)          announcing, effecting or proposing to make any acquisition of (whether by merger, consolidation, amalgamation, plan of arrangement or otherwise) or investment in any (A) Person that Beneficially Owns any Company Stock; provided that the primary purpose of any such acquisition or investment is not to avoid the provisions of Section 6.5(a); or (B) Ordinary Course Securities.

Section 6.6          Agreement to Vote.

(a)          Subject to Law, in any vote of the shareholders of the Company on any matter presented to the shareholders of the Company for their authorization, adoption or approval (including with respect to the election of Directors), SMBC shall (and shall cause its Affiliates, as applicable, to) (i) be present, in person or by proxy, at all duly convened meetings of the shareholders of the Company in respect thereof so that (x) all shares of Common Stock or other voting securities of the Company that SMBC (and its Affiliates) Beneficially Own shall be counted for the purposes of determining the presence of a quorum and (y) all shares of Common Stock that SMBC (and its Affiliates) Beneficially Own shall be voted in accordance with the immediately following clause (ii) at such meetings (including at any adjournments or postponements thereof) and (ii) vote all shares of Common Stock entitled to vote on such matter that SMBC (and its Affiliates) Beneficially Own in accordance with the written recommendation of the Board (or any special committee thereof), if any, contained in any proxy statement filed with the SEC by the Company for purposes of soliciting proxies of the shareholders of the Company in respect of such vote or matter (the “Board Recommendation”); provided, however, that neither SMBC nor its Affiliates shall be obligated to vote any shares of Common Stock or other voting securities of the Company that SMBC (or its Affiliates) Beneficially Own in accordance with the Board Recommendation if (A) the vote or matter subject to the Board Recommendation relates to any (1) Change of Control, (2) action or transaction (or series of related actions or transactions) that would, or would reasonably be expected to, dilute or decrease SMBC and its Affiliates’ aggregate Economic Ownership Percentage by twenty-five percent (25.0%) or greater, (3) matter (other than the election, removal or replacement of Directors) in respect of which a majority of the directors of the Board (or special committee thereof) have a conflict of interest, (4) action or transaction (or series of related actions or transactions) (other than the election, removal or replacement of Directors) that would, or would reasonably be expected to, disproportionately affect SMBC (or its Affiliates) relative to other shareholders of the Company in any adverse manner or (5) Bankruptcy Action or (B) the Board Recommendation is adverse to or against the election of an SMBC Designee nominated by SMBC or its Affiliates in accordance with Section 3.1; provided, further, that in the event that (x) any proposal submitted by a shareholder of the Company is subject to a vote of the Company’s shareholders and (y) SMBC or its Affiliates intends to cause any Common Stock to be voted in a manner that is not in accordance with the Board Recommendation with respect to such shareholder proposal, SMBC shall not permit any such Common Stock to be voted until the time of the relevant meeting of the Company’s shareholders.

(b)          Each of SMBC and the Company agrees (on behalf of itself and its respective Affiliates) that this Section 6.6 shall amend, restate and supersede any prior agreement, arrangement or understanding among SMBC, the Company and/or their respective Affiliates in respect of SMBC’s (and/or its Affiliates’) agreement or obligation to vote securities of the Company in any manner.

Section 6.7          Preemptive Rights.

(a)          During the Standstill Period, if the Company proposes to issue a number of shares of Common Stock or Non-Voting Common Stock (other than an Excluded Issuance)

constituting more than three percent (3%) of the shares of Common Stock then outstanding (on a fully diluted basis), then the Company shall:

(i)          give written notice to SMBC (no less than five (5) Business Days prior to the closing of such issuance or, if the Company reasonably expects such issuance to be completed in less than five (5) Business Days, such shorter period (which shall not be less than three (3) Business Days)), setting forth in reasonable detail (A) the expected price (which may be a formula or unspecified future closing price) and other terms of the proposed sale of such Common Stock or Non-Voting Common Stock, as applicable, and (B) the amount of such Common Stock or Non-Voting Common Stock, as applicable, proposed to be issued (the “Proposed Securities”); provided that following the delivery of such notice, the Company shall deliver to SMBC any such information SMBC may reasonably request in order to evaluate the proposed issuance, except that the Company shall not be required to deliver any information that has not been or will not be provided or otherwise made available to the other proposed purchasers of the Proposed Securities; and

(ii)          offer to issue, convey and sell to SMBC (or its Permitted Transferee designee), on such terms as the Proposed Securities are issued and upon full payment by SMBC, a portion of the Proposed Securities equal to the Economic Ownership Percentage of SMBC and its Affiliates (in the aggregate) (calculated as of immediately prior to the issuance of the Proposed Securities) (such percentage, the “Participation Portion”); provided, however, that, subject to compliance with the terms and conditions set forth in Section 6.6(e), the Company shall not be required to offer to issue or sell to SMBC (or its Permitted Transferee designee) the portion of the Proposed Securities that would require the Company to obtain shareholder approval in respect of the issuance of any Proposed Securities under the listing rules of the NYSE or any other securities exchange or any other applicable Law.

(b)          SMBC will have the right (but not the obligation), exercisable by irrevocable written notice to the Company, to accept the Company’s offer and irrevocably commit SMBC (or its Permitted Transferee designee) to purchase any or all of the Participation Portion of the Proposed Securities on the terms specified in such notice from the Company (the “Preemptive Right”), which notice must be given within three (3) Business Days (or such shorter period if the notice by the Company was sent in accordance with the preceding paragraph less than three (3) Business Days prior to the proposed issuance date, and in no event less than two (2) Business Days) after receipt of such notice from the Company (the failure of SMBC to respond within such time period shall be deemed a waiver of SMBC’s Preemptive Rights with respect to such issuance of Proposed Securities).  The closing of the exercise of such Preemptive Right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such Preemptive Right; provided, however, that the closing of any purchase by SMBC may be extended beyond the closing of the sale of the Proposed Securities giving rise to such Preemptive Right to the extent necessary to obtain required approvals from any Government Entity to consummate the issuance and purchase of Proposed Securities to SMBC (or its Permitted Transferee designee) pursuant to such Preemptive Right.  Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that SMBC has not elected to purchase during the ninety (90) days following such expiration on

terms and conditions not materially more favorable to the purchasers thereof than those offered to SMBC in the notice delivered in accordance with Section 6.7(a).  Any Proposed Securities offered, issued, conveyed or sold by the Company after such ninety (90)-day period must be reoffered to issue, convey or sell to SMBC pursuant to and subject to the terms of this Section 6.7.  Notwithstanding anything in this Section 6.7 to the contrary, the Company shall not be under any obligation to consummate any proposed issuance of Proposed Securities giving rise to any Preemptive Right, and there shall be no liability under this Section 6.7 on the part of the Company or any other person to SMBC, its Affiliates or any other person, if the Company does not consummate a previously proposed issuance of Proposed Securities, regardless of whether SMBC has delivered an irrevocable notice pursuant to this Section 6.7(b).

(c)          The election by SMBC not to exercise its Preemptive Right in any one instance shall not affect SMBC’s Preemptive Right as to any subsequent proposed issuance.

(d)          In the case of an issuance subject to this Section 6.7 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board.

(e)          In the event that the Company is not required to offer or reoffer to SMBC (or its Permitted Transferee designee) any Proposed Securities because such issuance would require the Company to obtain shareholder approval in respect of the issuance of any Proposed Securities under the listing rules of the NYSE or any other securities exchange or any other applicable Law, the Company shall, upon SMBC’s reasonable request delivered to the Company in writing within no later than five (5) Business Days following its receipt of the written notice of such issuance to SMBC pursuant to Section 6.7(a)(i), consider and discuss in good faith modifications proposed by SMBC to the terms and conditions of such portion of the Proposed Securities that would otherwise be issued to SMBC (or its Permitted Transferee designee) such that the Company would not be required to obtain shareholder approval in respect of the issuance of such Proposed Securities as so modified.

(f)          The Company shall have no obligations pursuant to this Section 6.6 (including any obligation to offer to issue and sell to SMBC any Proposed Securities) if the Board determines in good faith and based on the reasonable advice of external counsel (such counsel to be a law firm possessing recognized expertise with respect to Laws in the applicable jurisdiction(s) at issue), after consultation with SMBC, that the exercise of SMBC’s Preemptive Right would reasonably be expected to result in a materially adverse tax, accounting, legal or regulatory consequence to the Company.

(g)          Notwithstanding anything herein to the contrary, if, in connection with exercising its Preemptive Right, SMBC requests that SMBC be issued, in whole or in part, Non-Voting Common Stock or, if Non-Voting Common Stock are not available, Non-Voting Preferred Stock in lieu of the Proposed Securities that are Common Stock, then the Company shall reasonably cooperate with SMBC to modify the proposed issuance of Proposed Securities to SMBC (or its Permitted Transferee designee) to the extent permitted by Law; provided that if, following such reasonable cooperation, it is not permitted by Law for the issuance of Proposed Securities that are Common Stock to be modified to accommodate such request, the Company

shall only be obligated to issue and sell to SMBC such number of Common Stock that SMBC has indicated it is willing to purchase (and subject to the limitations contained in this Section 6.6).

Section 6.8          Shareholder Authorization.  The Company shall (a) take (or cause to be taken) any and all actions required, necessary or advisable under Law, the Company Organizational Documents and the applicable rules and requirements of the NYSE to, as promptly as practicable following the date hereof, duly and validly set the record date for, give notice of, call, convene and hold a meeting of the Company’s shareholders for the purpose of obtaining the authorization of the Amended and Restated Charter by the Company’s shareholders; and (b) use reasonable best efforts to obtain such required authorization (the “Requisite Shareholder Approval”) by the Company’s shareholders, including engaging at an appropriate time a proxy solicitor to assist in the solicitation of proxies from the Company’s shareholders.  To the extent permitted by Law, the Company shall keep SMBC reasonably apprised of material developments with respect to the foregoing, including developments as to the aggregate tally of proxies received by the Company with respect to such required approval and whether such proxies have been voted affirmatively or negatively. Promptly (and in any event no later than the second (2nd) Business Day) following the receipt of the Requisite Shareholder Approval, the Company shall file the Amended and Restated Charter with the New York Department of State.

Section 6.9          Filing of Certificate of Amendment.  As promptly as practicable following the execution of this Agreement, the Company shall deliver for filing to the New York Department of State the Certificate of Amendment to create and authorize the class of, and establish the powers, rights and privileges of, the Non-Voting Preferred Stock.

Section 7.1          Shelf Registration.

(a)          Subject to Section 7.1(c), SMBC or any of its Permitted Transferees may by written notice delivered (which notice can be delivered at any time after the date hereof) to the Company (the “Shelf Notice”) require the Company to, with respect to all or, if the amount to be registered is equal to or greater than the Registrable Amount, any portion of the Registrable Securities, (i) as promptly as practicable (but no later than forty-five (45) days after the date the Shelf Notice is delivered) prepare and file a registration statement on Form S-3 (or a supplement to an existing effective registration statement to the extent the Company is legally able to do so) or a successor form or if no such form is available, any other available form as permitted by Rule 415 of the Securities Act (or such other similar rule as is then applicable) (the “Shelf Registration Statement”) for the public resale of such Registrable Securities then outstanding on a delayed or continuous basis (the “Shelf Registration”) and (ii) if such Shelf Registration Statement has not theretofore been declared effective or is not automatically effective upon such filing, use reasonable best efforts to cause such Shelf Registration Statement to become and be declared effective by the SEC no later than sixty (60) days after such filing date and in any event as soon as practicable after such filing. Such Shelf Registration Statement shall provide for the

resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Authorized Shareholder named therein. Subject to Section 7.1(d), the Company shall use reasonable best efforts to cause each Shelf Registration Statement filed pursuant to this Section 7.1(a) to be continuously effective, supplemented, amended or replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities Beneficially Owned by SMBC (or its Permitted Transferees) who elect to participate therein until the earlier of such time as (x) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement and (y) SMBC or (its Permitted Transferee) no longer hold any Registrable Securities (the “Shelf Registration Effectiveness Period”). So long as the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing or updating of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic Shelf Registration Statement. Subject to Section 7.1(d), in the event that SMBC or any of its Permitted Transferees holds Registrable Securities that are not registered for resale on the Shelf Registration Statement, whether because such Registrable Securities were acquired after the filing of such Shelf Registration Statement or otherwise, the Company, upon written request of such Authorized Shareholder, shall promptly use its reasonable best efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf Registration Statement (including by means of a prospectus supplement), provided that SMBC shall provide updated information to the Company in order to correct any information relating to SMBC included in such then-available Shelf Registration Statement that is outdated or incorrect, or by filing a new Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf Registration Statement shall be subject to the terms hereof.

(b)          If, at any time, a Shelf Registration ceases to be effective, the Company shall use its reasonable best efforts to file, and use its reasonable best efforts to cause to become effective, a new Shelf Registration Statement providing for an offering to be made on a continuous basis of all of the Registrable Securities of the holders. Such Shelf Registration Statement shall be filed on Form S-3 or, if Form S-3 is unavailable to the Company, on Form S‑1.

(c)          Notwithstanding anything herein to the contrary, the Company shall be entitled, from time to time, by providing notice to the Authorized Shareholders who elected to participate in the Shelf Registration Statement (the “Demanding Holders”), as applicable, to (i) delay the filing or effectiveness of any registration statement or prospectus or (ii) require such Authorized Shareholders or Demanding Holders, as applicable, to suspend the use of the prospectus for sales of Registrable Securities under any registration statement for a reasonable period of time not to exceed sixty (60) days in succession or ninety (90) days in the aggregate in any 12-month period and not more than twice in such 12-month period (a “Discretionary Suspension Period”) if (I) the Company determines in good faith and in its reasonable judgment that (x) it is required to disclose material, non-public information in such registration statement or prospectus in order for the applicable registration statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, such disclosure

would not be required to be made at such time if the registration statement were not being filed, declared effective or used, as the case may be, and the Company has a bona fide business purpose for preserving such information as confidential or (y) such use would impede, delay or interfere with any financing, acquisition or other significant transaction then pending or proposed to be taken by the Company or any of its subsidiaries (or any negotiations, discussions or pending proposals with respect thereto) or (II) prior to receiving the applicable Shelf Notice or Shelf Takedown Notice, the Company had determined to effect an underwritten offering of Common Stock or Company securities convertible into or exchangeable for Common Stock for the Company’s account and the Company had taken substantial steps (such as engaging a lead or managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. Immediately upon receipt of such notice, the Authorized Shareholders or Demanding Holders, as applicable, covered by such registration statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below.  In addition, for so long as the SMBC Director remains on the Board, the use of the prospectus for sales of Registrable Securities under any registration statement contemplated by this Article VII shall be automatically suspended without any further action by the Company during each of the Company’s regular quarterly blackout periods applicable to directors and senior officers of the Company under the Company’s policies in existence from time to time (such period, together with any Discretionary Suspension Period, a “Suspension Period”).  Any Suspension Period shall terminate at such time as (i) in the case of clause (I)(x) above, the public disclosure of such information is made or (ii) in the case of clause (I)(y) or (II) above, until such holder receives written notice from the Company that the use of the prospectus may be resumed and the parties agree that such Suspension Period shall be for the shortest period of time determined in good faith by the Company to be necessary for such purpose.  The Company shall not allow the use of any other registration statement or file any new registration statement during any Suspension Period other than for an underwritten offering of Common Stock or Company securities convertible into or exchangeable for Common Stock for the Company’s account pursuant to clause (y)(II) above and for which the Company provides Piggyback Registration rights if required by Section 7.2(a) below.

(d)          At any time, and from time to time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), each of SMBC or any of its Permitted Transferees may deliver a notice (a “Shelf Takedown Notice”) to notify the Company of their intent to sell Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”). Notwithstanding the foregoing, the Company shall not be obligated to participate in more than two (2) marketed Shelf Underwritten Offerings during any 12-month period, and not more than one (1) marketed Shelf Underwritten Offering during any 3-month period. Such Shelf Takedown Notice shall specify (x) the aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering and (y) the identity of the Authorized Shareholder(s) requesting such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the Company shall promptly comply with the applicable provisions hereof, including those provisions of Section 7.4. Each Shelf Underwritten Offering shall be for the sale of a number of Registrable Securities equal to or greater than the Registrable Amount. In any Shelf Underwritten Offering, the Authorized Shareholders participating in such Shelf Underwritten Offering that hold a majority of the Registrable Securities included in such Shelf Underwritten Offering shall (i) use its best efforts to select the Company or its Affiliate to serve as lead underwriter and (ii) if

applicable, select the investment bank(s) and managers to serve as the remaining lead or co-managing underwriters with respect to the offering of such Registrable Securities, which shall be reasonably acceptable to the Company (it being agreed that an Affiliate of SMBC is acceptable for such purpose); provided that, for the purposes of clause (i) above, if the Authorized Shareholders participating in such Shelf Underwritten Offering that hold a majority of the Registrable Securities included in such Shelf Underwritten Offering (x) are unable to engage the Company or its Affiliate as lead underwriter pursuant to any applicable Law or (y) have reasonably concluded that the use of the Company or its Affiliate as lead underwriter would be inappropriate as a result of an actual or potential conflict of interest, any disagreement between such Authorized Shareholders and the Company or its Affiliates over the manner and scope of such Shelf Underwritten Offering or any other reason determined by such Authorized Shareholders in good faith that would jeopardize the potential Shelf Underwritten Offering or harm the Authorized Shareholders, in which case the Authorized Shareholders shall have promptly communicated such conclusion to the Company and shall have provided the Company with a reasonable opportunity to cure the problem in light of the proposed timing of the Shelf Underwritten Offering, such Authorized Shareholders may select an alternative investment bank to serve as lead underwriter, which shall be reasonably acceptable to the Company.

Section 7.2          Piggyback Registration.

(a)          If the Company at any time proposes to sell in an Underwritten Offering (including a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement for the Company’s own account or for the account of any other Persons) or file a registration statement with respect to any offering of its securities for its own account or for the account of any other Persons (other than a (i) Shelf Registration Statement under Section 7.1, (ii) registration statement on Form S-4 or Form S‑8 or any successor form to such forms, (iii) registration of Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement or (iv) registration in connection with a direct or indirect acquisition by the Company or one (1) of its Subsidiaries of another Person or a similar business combination transaction, however structured) then, as soon as practicable (but in no event less than ten (10) days prior to the proposed date of the launch of the Underwritten Offering or the filing of such registration statement, as applicable) (the “Piggyback Notice Period”), the Company shall give written notice of such proposed offering or filing to the Authorized Shareholders, and such notice shall offer the Authorized Shareholders the opportunity to register under such registration statement or include in such Underwritten Offering such number of Registrable Securities as each such Authorized Shareholder may request in writing (a “Piggyback Registration”); provided that if the Company is unable to meet the aforementioned ten (10) day Piggyback Notice Period, the Piggyback Notice Period shall be a period of time that is reasonable under the circumstances of such proposed offering or filing. Notwithstanding the foregoing, the Company may at any time withdraw, abandon or cease proceeding with any such offering for any reason at any time.

(b)          Subject to Section 7.4(f), following receipt of a Piggyback Registration, the Company shall include in such Registration Statement or Underwritten Offering all such Registrable Securities that are requested to be included therein within five (5) days after the receipt by such Authorized Shareholders of any such notice; provided that if at any time after giving written notice of its intention to sell any Common Stock in an Underwritten Offering and

prior to the launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to sell or register or to delay such sale or registration, the Company shall give written notice of such determination to each Authorized Shareholder and, thereupon, (i) in the case of a determination not to sell or register, shall be relieved of its obligation to register any Registrable Securities in connection with such sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Authorized Shareholders to request that such registration be effected as a Shelf Registration Statement and any Shelf Underwritten Offering related thereto (subject to the provisions governing withdrawal set forth in Section 7.3) and (ii) in the case of a determination to delay selling or registering, in the absence of a request for a Shelf Registration Statement or Shelf Underwritten Offering, shall be permitted to delay selling or registering any Registrable Securities, for the same period as the delay in registering such other securities; provided further, that if such registration or sale involves an Underwritten Offering, all such holders requesting to be included in the Company’s registration or sale must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter(s) so that each such Authorized Shareholder may participate in such Underwritten Offering.

(c)          For purposes of clarity, any Piggyback Registration effected pursuant to Section 7.2 shall not be counted as a demand for a Shelf Underwritten Offering under Section 7.1.

Section 7.3          Withdrawal Rights.  Any Authorized Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act (including pursuant to Section 7.2) shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes hereof. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn.

Section 7.4          Registration Procedures.

(a)          If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 7.1 or Section 7.2, the Company shall use reasonable best efforts to (in each case, to the extent applicable):

(i)          in accordance with Section 7.1(a), prepare and file with the SEC a registration statement to effect such registration, use reasonable best efforts to cause such

registration statement to become effective as promptly as practicable, and thereafter use reasonable best efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided further, that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities that are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed and consider in good faith the comments of such counsel (it being understood that counsel to the Selling Holders will conduct its review and provide any comments promptly);

(ii)          prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary or advisable to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of or the end of the Shelf Registration Effectiveness Period;

(iii)          furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of electronic copies of such registration statement and of each amendment and supplement thereto (but excluding all schedules, all exhibits and all materials incorporated or deemed incorporated therein by reference), such number of electronic copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holder;

(iv)          use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities Laws or “blue sky” Laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request in writing, except that the Company shall not be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 7.4(a)(iv) be obligated to be so qualified, (B) take any action that would subject itself to taxation in any such jurisdiction, (C) consent to service of process in any such jurisdiction or (D) prepare or file any prospectus, prospectus supplement or post-effective amendment for purposes of effecting a non-underwritten sale or transfer of Registrable Securities;

(v)          use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(vi)          in connection with an Underwritten Offering, obtain for each underwriter:

(A)          an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings (including customary negative assurances) and such other matters as may be reasonably requested by such underwriters; and

(B)          a “comfort” letter (or, in the case of any such Person that does not satisfy the conditions for receipt of a “comfort” letter specified in AU Section 634 of the AICPA Professional Standards, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement);

(vii)          promptly make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its Subsidiaries (collectively, the “Records”), as shall be reasonably necessary to enable such Selling Holder or underwriter to exercise their due diligence responsibility, and cause the Company’s and its Subsidiaries’ officers, directors and employees to promptly supply all information requested by any such Inspector in connection with such registration statement; provided that, (A) unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this Section 7.4(a)(vii) if (1) the Company reasonably believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (2) either the Company (x) has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (y) reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to clause (1) or (2) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; (B) each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the

Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; and (C) to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Selling Holders participating in such offering by one (1) law firm designated by and on behalf of such Selling Holders, which law firm the Company reasonably determines to be acceptable;

(viii)          promptly notify in writing each Selling Holder, if any, of the following events:

(A)          the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

(B)          any request by the SEC for amendments or supplements to the registration statement or the prospectus or for additional information;

(C)          the issuance by the SEC of any (1) written comments to the registration statement or (2) stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;

(D)          when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and

(E)          the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” Laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(ix)          notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such Selling Holder a reasonable number of electronic copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(x)          use reasonable best efforts to obtain the withdrawal of any order or to fulfill any request suspending the effectiveness of such registration statement;

(xi)          cooperate with any Selling Holder and any underwriter and the managing underwriter to facilitate the timely preparation and delivery of certificates or security entitlements (which shall not bear any restrictive legends unless required under Law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Holder may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate;

(xii)          in the case of a Shelf Underwritten Offering, have appropriate officers of the Company and its Subsidiaries prepare and make presentations at any “road shows” and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xiii)          have appropriate officers of the Company and its Subsidiaries, and cause representatives of the Company’s independent registered public accountants, to participate in any due diligence discussions reasonably requested by any Selling Holder or any underwriter;

(xiv)          if requested by any underwriter, agree, and cause the Company and any directors or officers of the Company or its Subsidiaries to agree, to be bound by customary “lock-up” agreements restricting the ability to dispose of Company Stock; provided that (A) the Company and its Subsidiaries and any directors or officers of the Company or its Subsidiaries shall not be required to enter into any lock-up agreement unless requested by the underwriters, if any, in an underwritten offering; (B) unless the Selling Holders, collectively, own less than one percent (1%) of issued and outstanding Common Stock following such transaction, such agreement shall be on terms substantially similar to that entered into by the holders selling Registrable Securities and (C) in any event, such agreement shall not include a lock-up period longer than ninety (90) days from the date of the final prospectus relating to such offering;

(xv)          if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities;

(xvi)          cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of FINRA; and

(xvii)          otherwise use reasonable best efforts to (A) cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities and (B) comply with all applicable rules and regulations of the SEC and all reporting requirements under the rules and regulations of the Exchange Act.

(b)          The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.

(c)          In the event that the offering of Registrable Securities is to be made by or through an underwriter in accordance with the foregoing registration rights of SMBC, the Company shall enter into an Underwriting Agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of such type(s) of Registrable Securities in underwriting agreements with respect to offerings of such type(s) of Registrable Securities for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant hereto, the Company shall furnish to the underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.

(d)          Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7.4(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder is advised in writing by the Company that such Selling Holder may resume such disposition and such Selling Holder has received copies of the supplemented or amended prospectus contemplated by Section 7.4(a)(ix) and, if so directed by the Company, such Selling Holder shall deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities.

(e)          If the sole or managing underwriters of a public offering pursuant to a Shelf Underwritten Offering advises the Company that the number of Registrable Securities to be included exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that shall be paid in such offering or the marketability thereof (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), the Company shall include in such registration the greatest number of Registrable Securities proposed to be registered by the Authorized Shareholders, which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that shall be paid in such offering or the marketability thereof, ratably among the Authorized Shareholders requesting registration, based on the respective amounts of Registrable Securities held by each such Authorized Shareholder.

(f)          If the sole or managing underwriter of a public offering pursuant to a Piggyback Registration advises the Company and the Authorized Shareholders of Registrable

Securities participating in the Piggyback Registration in writing that the number of securities that the Company desires to sell, taken together with (i) the number of securities, if any, as to which registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Authorized Shareholders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 7.2 and (iii) the number of securities, if any, as to which registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than the Authorized Shareholders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(i)          if the registration or registered offering is undertaken for the Company’s account, the Company shall include in any such registration or registered offering (A) first, the securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Authorized Shareholders exercising their rights to register their Registrable Securities pursuant to Section 7.2, pro rata, based on the respective number of Registrable Securities that each Authorized Shareholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Authorized Shareholders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, and only if all of the securities referred to in the foregoing clauses (A) and (B) have been included, the securities, if any, as to which registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than the Authorized Shareholders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(ii)          if the registration or registered offering is pursuant to a demand by Persons other than the Authorized Shareholders of Registrable Securities, then the Company shall include in any such registration or registered offering (A) first, the securities, if any, of such requesting persons or entities, other than the Authorized Shareholders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Authorized Shareholders exercising their rights to register their Registrable Securities pursuant to Section 7.2, pro rata, based on the respective number of Registrable Securities that each Authorized Shareholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Authorized Shareholders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, and only if all of the securities referred to in the foregoing clauses (A) and (B) have been included, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the securities, if any, as to which registration or a registered offering has been requested pursuant to separate written contractual piggy-back

registration rights of Persons other than the Authorized Shareholders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

(iii)          if the registration or registered offering and Shelf Underwritten Offering is pursuant to a request by Authorized Shareholder(s) of Registrable Securities pursuant to Section 7.1, then the Company shall include in any such registration or registered offering securities in the priority set forth in Section 7.4(e).

(g)          Upon delivering a request under this Section 7.4, an Authorized Shareholder shall, if requested by the Company, execute and deliver execute such agreements as the Company may reasonably request to facilitate such registration.

(h)          Each Authorized Shareholder agrees that in connection with an underwritten offering made pursuant to this Section 7.4 that such Authorized Shareholder is participating in, if (i) requested by the managing underwriter(s) of such underwritten offering and (ii) all directors and executive officers of the Company and its Subsidiaries agree to be bound by the same restrictions with respect to any capital stock of the Company held by such directors and executive officers (other than those included in the registration), such Authorized Shareholder shall enter into a lock-up agreement (which may specify that such Authorized Shareholder shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or other capital stock of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriter(s), as the case may be) in a form reasonably requested by the Company or such underwriter(s), for such period of time as the Company or such underwriter(s) may specify; provided that such period of time shall not exceed the shorter of (x) ninety (90) days following the effective date of the applicable offering and (y) such other period as such underwriter(s) may require of the Company; provided, further, that if any director or executive officer of the Company or its Subsidiaries has entered into a lock-up agreement in accordance with the above and is provided with the prior written consent of the Company or such underwriter(s), as the case may be, to engage in any short sale of, grant any option for the purchase of, or otherwise dispose of any capital stock of the Company held by such directors and officers (other than those included in the registration), then such consent will also be simultaneously provided to each Authorized Shareholder with respect to a corresponding number of Registrable Securities held by such Authorized Shareholder.

Section 7.5          Registration Expenses.

(a)          All expenses incident to the Company’s performance of, or compliance with, its obligations under this Article VII, including (i) (A) all registration and filing fees, (B) all fees, costs and expenses associated with filings required to be made with FINRA (including, if applicable, the fees, costs and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 5121 or the equivalent rule incorporated into the FINRA rulebook), (C) all fees, costs and expenses of compliance with securities and “blue sky” Laws, (D) all printing and copying expenses and (E) all fees, costs and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures” letter and opinions) (collectively, the “Registration Expenses”) shall

be borne by the Company, regardless of whether a registration is effected, marketing is commenced or sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the Common Stock to be registered on the NYSE or the national securities exchange on which the Common Stock is then listed. Except as set forth in the foregoing provisions of this Section 7.5, SMBC (or its applicable Permitted Transferee) shall pay all its own expenses.

(b)          Each Selling Holder shall pay its portion of all (i) underwriting fees, discounts and commissions and (ii) transfer taxes, if any, relating to the sale of such Selling Holder’s Registrable Securities pursuant to any registration.

Section 7.6          Indemnification.

(a)          Registration Statement Indemnification.

(i)          The Company agrees to indemnify and hold harmless, to the fullest extent permitted by Law, each Selling Holder and its Affiliates and its and their respective officers, directors, employees, managers, members, and partners, from and against any and all losses, claims, damages, liabilities, judgments and expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) (collectively, the “Losses”) caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of any material fact contained in any registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by (x) a Selling Holder or (y) an underwriter expressly for use therein.

(ii)          In connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the fullest extent permitted by Law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person and each underwriter in an Underwritten Offering against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is made in reliance upon the information furnished in writing to the Company by such Selling Holder expressly for use therein, it being understood that such information shall be limited to the name and

beneficial ownership information relating to such Selling Holder. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (x) such Selling Holder’s apportionment of such liability and (y) the net amount received by such holder in the offering giving rise to such liability.

(b)          Contribution. If recovery is held by a court of competent jurisdiction to be unavailable under the foregoing indemnification provisions for any reason(s), other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Holder or transferee thereof shall be required to make a contribution in excess of the net amount received by such Selling Holder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.

(c)          Procedure.

(i)          Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the foregoing, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has suffered actual detriment by such failure to provide such notice on a timely basis.

(ii)          In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof (unless (x) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (y) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in either event the

indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel).

(d)          Other Matters.

(i)          The indemnity and contribution agreements contained in this Section 7.6 shall remain operative and in full force and effect, regardless of any (x) investigation made by or on behalf of any indemnitee, the Company, its directors or officers, or any Person controlling the Company and (y) termination of this Agreement.

(ii)          The Parties shall, and shall cause their respective Subsidiaries to, cooperate with each other in a reasonable manner with respect to access to unprivileged information and similar matters in connection with any indemnification claim made pursuant to this Section 7.6. The provisions of this Section 7.6 are for the benefit of, and are intended to create third-party beneficiary rights in favor of, each of the indemnified parties referred to herein.

(iii)          Not less than five (5) days before the expected filing date of each registration statement pursuant hereto, the Company shall notify each Authorized Shareholder who has timely provided the requisite notice hereunder entitling the Authorized Shareholder to register Registrable Securities in such registration statement of the information, documents and instruments from such Authorized Shareholder that the Company or any underwriter reasonably requests in connection with such registration statement, including a questionnaire, custody agreement, power of attorney, lock-up letter and Underwriting Agreement (the “Requested Information”). If the Company has not received, on or before the day before the expected filing date, the Requested Information from such Authorized Shareholder, the Company may file the Registration Statement without including Registrable Securities of such Authorized Shareholder. The failure to so include in any registration statement the Registrable Securities of an Authorized Shareholder (with regard to that registration statement) shall not in and of itself result in any liability on the part of the Company to such Authorized Shareholder.

(iv)          The indemnification and contribution provided pursuant hereto shall be a continuing right to indemnification and shall survive the registration and sale of any securities by any Person entitled to indemnification and contribution hereunder and the expiration or termination of this Agreement.

(v)          Notwithstanding anything herein to the contrary, to the extent that the provisions on indemnification and contribution contained in the Underwriting Agreement entered into in connection with any underwritten public offering are in conflict with this Article VII, the provisions in such Underwriting Agreement shall control.

Section 8.1          Representations and Warranties of Company.  The Company represents and warrants that:

(a)          The Company is a corporation duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of the State of New York and has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Non-Voting Preferred Stock in accordance with the terms hereof.

(b)          The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby (including the issuance of the Non-Voting Preferred Stock) have been duly authorized by all necessary corporate action on the part of the Company, including all actions necessary to ensure that the acquisition of shares of Non-Voting Preferred Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Board’s power and authority and permitted by Law, shall not be subject to any Takeover Laws. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally (the “Enforceability Exceptions”). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, upon the terms and subject to the conditions hereof, will not (i) result in a violation of the Company Organizational Documents or require any approval or adoption by the shareholders of the Company, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or (iii) subject to the accuracy of the representations to be made by SMBC and/or its Affiliates pursuant to the written election in the form of Exhibit B in connection with an Exchange made pursuant to the terms hereof, result in a violation of any Law applicable to the Company or by which any property or asset of Company is bound or affected, except with respect to clause (ii) or (iii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, individually or in the aggregate, that would not, and would not reasonably be expected to, (x) be material to the Company or its business, financial condition or results of operations or (y) prevent, materially delay or materially impair the consummation of the transactions contemplated hereby.

(c)          Subject to the acceptance by the New York Department of State of the Certificate of Amendment, upon issuance to SMBC (or its designee), the Non-Voting Preferred Stock will be (i) duly authorized and validly issued, fully paid and nonassessable, and free and clear of all Liens (other than restrictions on transfer imposed by or arising under securities Laws or this Agreement), (ii) issued without any violation of any preemptive right, right of first refusal, right of first offer or similar right or any applicable Company Organizational Document and (iii) issued in compliance with all Laws.

(d)          The Common Stock issuable upon conversion of the Non-Voting Preferred Stock has been duly reserved for issuance as of the date hereof, and upon issuance in accordance with the terms of the Certificate of Amendment and the Company Charter, will be (i) duly authorized and validly issued, fully paid and nonassessable, and free and clear of all Liens (other than restrictions on transfer imposed by or arising under securities Laws or this Agreement), (ii) issued without any violation of any preemptive right, right of first refusal, right of first offer or similar right or any applicable Company Organizational Document and (iii) issued in compliance with all Laws.

(e)          Neither the Company nor any Person acting on its behalf has engaged in any form of general solicitation or general advertising within the meaning of Rule 502 of the Securities Act in connection with the offering of the Non-Voting Preferred Stock. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act is applicable to the Company or, to the knowledge of the Company, any member of the Board, except for any such event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) is applicable.

(f)          As of the date hereof, the transfer and ownership restrictions set forth in FOURTH, Part III of the Company Charter have ceased to have any force or effect.

Section 8.2          Representations and Warranties of SMBC.  SMBC represents and warrants that:

(a)          SMBC is a joint stock company duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of Japan and has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

(b)          The execution and delivery of this Agreement by SMBC and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of SMBC. This Agreement constitutes a legal, valid and binding obligation of SMBC enforceable against it in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. The execution, delivery and performance of this Agreement by SMBC and the consummation by SMBC of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of SMBC, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which SMBC is a party or (iii) result in a violation of any Law applicable to SMBC or by which any property or asset of SMBC is bound or affected, except with respect to clause (ii) or (iii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, individually or in the aggregate, that would not, and would not reasonably be expected to, result in the unenforceability against SMBC of the terms of this Agreement.

(c)          As of the date hereof, excluding Ordinary Course Securities  (i) SMBC and its Affiliates collectively Beneficially Own an aggregate of 10,500,000 shares of Common Stock and (ii) except as set forth in the preceding clause (i), neither SMBC nor any of its Affiliates has any Beneficial Ownership of, or direct or indirect rights to acquire, any Company

Stock, any securities convertible into or exchangeable for any Company Stock or any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock.

Section 8.3          Survival.  The representations and warranties set forth in Sections 8.1, 8.2 and 9.9(a) shall expire and terminate, and be of no further force and effect, at 11:59:59 pm (New York City time) on the five (5) year anniversary of the date hereof.

Section 9.1          Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (a) delivered personally to the recipient, (b) delivered by means of electronic mail (provided that no “error message” or other notification of non-delivery is generated) or (c) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the address for such recipient set forth below, or to such other address or to the attention of such other person as the recipient Party has specified by prior written notice to the sending Party.

If to the Company to:

	Jefferies Financial Group Inc.
	520 Madison Avenue, New York, NY 10022
	Attention:	Office of the President
	Email:	[REDACTED]@Jefferies.com

	Attention:	Office of the General Counsel
	Email:	[REDACTED]@Jefferies.com

	Cravath, Swaine & Moore LLP
	825 Eighth Avenue
	New York, NY 10019
	Attention:	O. Keith Hallam III
		Jin-Kyu Baek
	Email:	***@***
		***@***

	Davis Polk & Wardwell LLP
	450 Lexington Avenue
	New York, NY 10017
	Attention:	David L. Portilla
	Email:	***@***

If to SMBC to:

Section 9.2          Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 9.3          Counterparts.  This Agreement and any amendments hereto may be executed simultaneously in two or more counterparts and delivered via .pdf, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same document. The signature of any Party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

Section 9.4          Entire Agreement; Third-Party Beneficiaries.  The Transaction Documents (a) constitute the entire agreement and supersede all other prior agreements, both written and oral, among the Parties with respect to the subject matter hereof and thereof (other than as set

forth in the Transaction Documents) and (b) are not intended to confer upon any Person (other than the parties thereto and their Permitted Transferees) any rights or remedies hereunder or thereunder.

Section 9.5          Further Assurances.  Each Party shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other Party to give effect to and carry out the transactions contemplated herein.

Section 9.6          Governing Law.

(a)          This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction, other than the State of New York.

(b)          Each Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, if a basis for federal court jurisdiction is present, and, otherwise, in the state courts of the state of New York located in the Borough of Manhattan (the “Chosen Courts”) for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each Party further agrees that service of any process, summons, notice or document by United States certified or registered mail (in each such case, prepaid return receipt requested) to such Party’s respective address set forth in Section 9.1 or such other address or to the attention of such other person as the recipient Party has specified by prior written notice to the sending Party shall be effective service of process in any action, suit or proceeding in a Chosen Court with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Section 9.7          Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) EACH PARTY (I) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (II) MAKES THIS WAIVER

VOLUNTARILY AND (III) HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Section 9.8          Amendments; Waivers.  The provisions hereof may be amended only by the prior written consent of the Company and SMBC. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 9.9          Other Registration Rights.

(a)          As of the date hereof, the Company represents and warrants that no Person (other than an Authorized Shareholder of Registrable Securities) has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity.

(b)          From the date hereof until the date on which SMBC (and its Affiliates) no longer hold any Registrable Securities, the Company hereby agrees and covenants that it will not grant rights to register any securities pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Authorized Shareholders hereunder without (i) the prior written consent of the Authorized Shareholders or (ii) granting economically and legally equivalent rights to the Authorized Shareholders such that the Authorized Shareholders shall receive the benefit of such more favorable or senior terms and/or conditions.

Section 9.10          Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Party; provided that SMBC shall have the right to assign its rights and obligations hereunder (in whole but not in part), without the consent of the Company, to any Permitted Transferee to whom SMBC Transfers all of its shares of Company Stock, but any such assignment will not relieve SMBC of its obligations hereunder. Any purported assignment in contravention hereof shall be null and void. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors, permitted assigns and Permitted Transferees.

Section 9.11          Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy expressly conferred hereby, and the exercise by a Party of any one such remedy will not preclude the exercise of any other such remedy. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and, accordingly, that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each Party further waives any (a) defense in any action for

specific performance that a remedy at law would be adequate and (b) requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 9.12          Headings.  The headings herein are for convenience of reference only and shall not control or affect the meaning or construction of any provisions hereof.

Section 9.13          Interpretation.  In this Agreement, except as the context may otherwise require, references to: (a) the Preamble, Recitals, Articles, Sections, clauses or Exhibits refer to the Preamble or an Exhibit to, or a Recital, Article, Section clauses or Exhibits of, this Agreement; (b) any Law refers to such Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) as such Law existed at the applicable time; (c) any section of any Law includes any successor to such section as such section or successor existed at the applicable time; (d) any Government Entity includes any successor to such Government Entity; (e) terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (f) any gender includes other genders; (g) “dollars”, “cents” and “$” refers to U.S. Dollars and Cents; (h) wherever the word “include”, “includes”, or “including” is used, it shall be deemed to be followed by the words “without limitation”; (i) the words “hereof”, “herein”, and “hereunder” and similar terms, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. This Agreement is the product of negotiation by the Parties, each having the assistance of sophisticated counsel and other advisors. The Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to the other Parties.

Section 9.14          Confidential Supervisory Information.  Notwithstanding anything herein to the contrary, nothing herein shall require any Person to (or to cause or direct any other Person to) disclose or share any confidential supervisory information the disclosure or sharing of which is prohibited by Law; provided that appropriate modified or substitute disclosures or actions shall be made or taken to the extent permitted by Law.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized representatives as of the date hereof.

	JEFFERIES FINANCIAL GROUP INC.
	By:	/s/ Michael J. Sharp
		Name:	Michael J. Sharp
		Title:	Executive Vice President and General Counsel

(1)

any consolidation, merger, conversion or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Voting Common Stock will be converted into cash, securities, or other property of the Corporation or another Person;

(2)

any sale, Transfer, lease, or conveyance to another Person of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, in each case pursuant to which the Voting Common Stock will be converted into cash, securities, or other property of the Corporation or another Person;

(3)

any reclassification of the Voting Common Stock into securities other than the Voting Common Stock; or

(4)

any statutory exchange of the outstanding Common Stock for securities of another Person (other than in connection with a merger or acquisition).

(i)

the Corporation shall fail to pay in full accrued and unpaid dividends for an aggregate of twenty (20) or more Dividend Payment Dates; or

(ii)

a failure of the Corporation to comply in any material respect with its obligations set forth in this Certificate or a failure of Jefferies Group, Inc. (or its successor-in-interest) to comply in any material respect with its obligations set forth in the Purchase Agreement, which failure is not remedied within 10 days upon either the Corporation’s receipt of notice from any holder of the Series A Cumulative Convertible Preferred Shares or actual knowledge of the failure by any Officer, or the occurrence under the Registration Rights Agreement of a Registration Default, as defined under Section 2(g) of such agreement, which failure is not remedied within 60 days upon either the Corporation’s receipt of notice from any holder of the Series A Cumulative Convertible Preferred Shares or actual knowledge of the Registration Default by any Officer; or

(iii)

the Corporation or any of its material subsidiaries shall (A) apply for or consent to the appointment of a receiver, trustee or liquidator for itself or any of its property; (B) admit in writing its inability to pay debts as they mature; (C) make a general assignment for the benefit of creditors; (D) be adjudicated bankrupt or insolvent; (E) file a voluntary petition in bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; (F) have failed to have in involuntary petition in bankruptcy filed against it dismissed and discharged within sixty (60) calendar days after the date of such filing; (G) corporate actions shall be taken for the purpose of effecting any of the foregoing; or (H) an order judgment or decree shall be entered without the application, approval or consent of the Corporation or such material subsidiary, by any court of competent jurisdiction, approving a petition seeking reorganization of the Corporation or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for sixty (60) calendar days; or

(iv)

the Termination of Trading; or

(v)

any of the representations and warranties contained in the Purchase Agreement in relation thereto shall be false or misleading in any material respect.

Year	$24.19	$27.50	$30.84	$35.00	$40.00	$50.00	$60.00	$75.00	$90.00	$110.00	$130.00	$150.00	$175.00	$200.00
1/29/2013	8.905	7.347	6.172	5.078	4.117	2.868	2.104	1.402	0.974	0.619	0.399	0.256	0.141	0.070
1/15/2014	8.905	6.875	5.752	4.711	3.803	2.632	1.922	1.274	0.881	0.556	0.355	0.225	0.121	0.058
1/15/2015	8.905	6.387	5.315	4.330	3.476	2.387	1.734	1.143	0.786	0.492	0.311	0.194	0.101	0.045
1/15/2016	8.905	5.891	4.870	3.939	3.141	2.136	1.542	1.010	0.691	0.429	0.268	0.164	0.082	0.034
1/15/2017	8.905	5.402	4.426	3.546	2.803	1.883	1.349	0.878	0.598	0.369	0.228	0.137	0.066	0.025
1/15/2018	8.905	4.931	3.991	3.156	2.464	1.629	1.158	0.749	0.509	0.312	0.191	0.112	0.052	0.017
1/15/2019	8.905	4.457	3.544	2.751	2.109	1.363	0.959	0.618	0.419	0.256	0.155	0.090	0.039	0.010
1/15/2020	8.905	3.958	3.062	2.305	1.717	1.073	0.746	0.480	0.327	0.200	0.120	0.068	0.027	0.005
1/15/2021	8.905	3.408	2.511	1.788	1.262	0.745	0.512	0.333	0.229	0.142	0.085	0.047	0.017	0.001
1/15/2022	8.905	2.758	1.819	1.126	0.695	0.369	0.256	0.172	0.121	0.076	0.045	0.024	0.007	0.000
1/15/2023	8.905	2.106	0.000	0.000	0.000	0.000	0.000	0.000	0.000	0.000	0.000	0.000	0.000	0.000

(1)

dividends, distributions and rights, warrants, options, other securities or convertible securities referred to in Sections 9(a)(i)or 9(a) (ii);

(2)

dividends or distributions paid exclusively in cash; and

(3)

Spin-Offs described in this Section 9(a)(iii) below,

(1)

If the Corporation at any time or from time to time after the Issue Date shall issue any Options or Convertible Securities (other than Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Voting Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be New Shares of Voting Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(2)

If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price pursuant to the terms of Section 9(b)(iii) below, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase or decrease in the number of shares of Voting Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (i) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (x) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (y) the Conversion Price that would have resulted from any issuances of New Shares of Voting Common Stock (other than deemed issuances of New Shares of Voting Common Stock as a result of the

(3)

If the terms of any Option or Convertible Security, the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Section 9(b)(iii) (either because the consideration per share (determined pursuant to Section 9(b)(iv)) of the New Shares of Voting Common Stock subject thereto was equal to or greater than the Conversion Price then in effect. or because such Option or Convertible Security was issued before the Issue Date) or Section 9(g), are revised after the Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase or decrease in the number of shares of Voting Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the New Shares of Voting Common Stock subject thereto (determined in the manner provided in Section 9(b)(ii)(1) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(4)

Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 9(b)(iii), the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(5)

If the number of shares of Voting Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for in this Section 9(b)(ii) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section 9(b)(ii)). If the number of shares of Voting Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion

(1)

Consideration which consists of cash or property shall:

(A)

insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest and calculated without reduction for any customary fees, commissions, discounts or allowances payable by the Corporation in connection with the issuance and sale of New Shares of Voting Common Stock;

(B)

insofar as it consists of property other than cash, be computed at the Fair Market Value thereof at the time of such issue, as determined in good faith by the Board of Directors; and

(C)

in the event New Shares of Voting Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board of Directors.

(2)

The consideration per share received by the Corporation for New Shares of Voting Common Stock deemed to have been issued pursuant to Section 9(b)(i), relating to Options and Convertible Securities, shall be determined by dividing

(A)

the total amount, if any, received or receivable by the Corporation as consideration and calculated without reduction for any customary fees, commissions, discounts or allowances payable by the Corporation in connection with the issuance and sale of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(B)

the maximum number of shares of Voting Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

520 Madison Avenue, New York, NY 10022

 

Attention:	Office of the President
Email:	[REDACTED]@Jefferies.com

Reference is hereby made to that certain Exchange Agreement, dated as of April 27, 2023 (as amended from time to time, the “Exchange Agreement”), by and between Jefferies Financial Group Inc., a New York corporation (the “Company”), and Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan (“SMBC”). Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

SMBC hereby transfers to the Company effective as of the Exchange Date, the number of shares of Common Stock in Exchange for shares of Non-Voting Preferred Stock to be issued in its name as set forth below or, in accordance with the terms of the Exchange Agreement.

Legal Name of Shareholder (or designee): [●]

Address: [●]

Number of shares of Common Stock to be exchanged: [●]

Account Number: [●]

Legal Name of Account Holder: [●]

The undersigned hereby represents and warrants that (i) the undersigned has full legal capacity to execute and deliver this Exchange Notice and to perform the undersigned’s obligations hereunder; (ii) this Exchange Notice has been duly executed and delivered by the undersigned and is the legal, valid and binding obligation of the undersigned enforceable against it in accordance with the terms thereof or hereof, as the case may be, subject to Enforceability Exceptions; (iii) the shares of Common Stock are being transferred to the Company, free and clear of any Liens (other than Transfer restrictions arising under the Exchange Agreement or applicable securities Laws) and any preemptive or similar rights; and (iv) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over the undersigned or the Common Stock subject to this Exchange Notice is required to be obtained by the undersigned for the transfer of such Common Stock to the Company.

The undersigned hereby irrevocably constitutes and appoints any officer of Company as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions that may be necessary to transfer to the Company the shares of Common Stock subject to this Exchange Notice and to deliver to the undersigned the shares of Non-Voting Preferred Stock to be delivered in Exchange therefor.

IN WITNESS WHEREOF, the undersigned, but authority duly given, has caused this Exchange Notice to be executed and delivered by the undersigned or by its duly authorized attorney.

	[●]
	Name:
	Title:
	Dated:

[●], 202[●]

 

Board of Directors

Jefferies Financial Group Inc.

520 Madison Avenue,

New York, NY 10022

Re: Resignation

Ladies and Gentlemen:

This irrevocable resignation is delivered pursuant to that certain Exchange Agreement, dated as of April 27, 2023 (as amended from time to time, the “Exchange Agreement”), by and between Jefferies Financial Group Inc., a New York corporation (the “Company”), and Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan (“SMBC”). Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

Pursuant to Sections 3(c)(iv) and (h) of the Exchange Agreement, effective only upon, and subject to, the occurrence of the SMBC Rights Termination Event, I hereby irrevocably resign from my position as a director of the Company and from any and all committees of the Board on which I serve.

By executing and delivering this irremovable resignation, I am not waiving any indemnification and/or exculpation rights and/or benefits that I may have or be entitled, including those arising under the Exchange Agreement, the Company Organizational Documents, New York or other Law, any insurance policies maintained by the Company or otherwise.

Sincerely,

__________________________

Name: