CIT GROUP INC (Form: 8-K, Received: 07/25/2014 17:02:31)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 25, 2014 (July 21, 2014)

CIT GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-31369	65-1051192
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
11 West 42 ^nd Street New York, New York		10036
(Address of principal executive offices)		(Zip Code)

(212) 461-5200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On July 21, 2014, CIT Group Inc. (“ CIT ”) entered into an Agreement and Plan of Merger by and among CIT, IMB Holdco LLC (“ OneWest ”), Carbon Merger Sub LLC, a wholly owned subsidiary of CIT (“ Merger Sub ”) and JCF III HoldCo I L.P., in its capacity as the holders’ representative (the “ Merger Agreement ”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, OneWest will merge with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of CIT (the “ Merger ”). It is expected that simultaneously with the Merger, CIT Bank, a Utah-state chartered bank and a wholly owned subsidiary of CIT, will merge with and into OneWest Bank N.A., a national bank and a wholly owned subsidiary of OneWest (“ OneWest Bank ”), with OneWest Bank surviving as a wholly owned subsidiary of CIT (the “ Bank Merger ” and the surviving bank, the “ Surviving Bank ”).

Subject to the terms and conditions set forth in the Merger Agreement, the aggregate merger consideration payable by CIT is an amount equal to (x) 1.3 times OneWest’s required capital (as defined in the Merger Agreement) plus (y) 1.0 times OneWest’s excess capital (as defined in the Merger Agreement), in each case based on its audited June 30, 2014 balance sheet, subject to certain adjustments, including among others, a reduction for the tax-effected amount of certain transaction expenses and a $10.8 million reduction relating to certain retention awards to be made to OneWest employees (such adjusted amount, the “ Net Merger Consideration ”). The Net Merger Consideration of approximately $3.4 billion will be comprised of approximately 59% cash (approximately $2 billion) and 41% shares of CIT’s common stock (“ CIT Common Stock ”), which translates into approximately 31.3 million shares of CIT Common Stock using the fixed CIT stock price of $44.33 specified in the Merger Agreement. Unvested common interests of OneWest held by accredited investors will be exchanged in the Merger for an award of unvested CIT restricted shares with a value determined based on the merger consideration per common interest. $116 million of the merger consideration will be retained by CIT as a holdback for certain potential liabilities relating to OneWest.

Completion of the Merger is subject to certain customary mutual conditions, including (1) the receipt of required regulatory approvals for the Merger and the Bank Merger from the Federal Reserve Board, and the Office of the Comptroller of the Currency, (2) the absence of a burdensome condition (as defined in the Merger Agreement) imposed on the parties in connection with the consummation of the Merger or the Bank Merger and the other transactions contemplated by the Merger Agreement, (3) the absence of any law or order prohibiting the consummation of the Merger or Bank Merger, (4) the authorization for listing on the New York Stock Exchange of the shares of CIT Common Stock to be issued in the Merger, (5) subject to certain exceptions, the accuracy of the representations and warranties of the other party subject to a material adverse effect standard (as defined in the Merger Agreement), (6) material compliance by the other party of its obligations under the Merger Agreement, (7) the absence of a material adverse effect on the other party following the date of the Merger Agreement and (8) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. In addition, the obligations of CIT to complete the Merger are subject to additional conditions, including (1) the receipt of consent or non-objection in respect of certain specified agreements including agreements with the FDIC and that such agreements remain in full force and effect with no material breach by OneWest at the closing of the Merger, (2) that the Retention Agreements (other than as a result of death or disability), Stockholders Agreement and Selling Interestholder Restrictive Covenant Agreements each remain in effect with no breach by the counterparty thereunder at the closing of the Merger, (3) that Joseph Otting remain employed by OneWest (other than as a result of death or disability) at the closing of the Merger, (4) payment of any dividends approved by the regulators of OneWest Bank to OneWest and (5) that regulatory approval for the Merger and Bank Merger contemplate CIT’s ability to complete aggregate stock repurchases announced on July 22, 2014 of $500 million.

The Merger Agreement provides certain termination rights for both CIT and OneWest. Upon termination of the Merger Agreement, each party is relieved of its duties and obligations under the Merger Agreement (other than certain limited and customary obligations that survive termination), except that no termination will relieve any party from liability arising from any willful and material breach of the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the closing of the Merger, CIT will appoint Steven Mnuchin as Vice Chairman of CIT and Chairman of the Surviving Bank (which are each executive positions and not board positions) and will appoint Joseph Otting as Co-President of CIT and Chief Executive Officer and President of the Surviving Bank. CIT also agreed to increase the size of its board by two directors and will appoint Mr. Mnuchin and Alan Frank as directors at the closing of the Merger. Effective as of the closing of the Bank Merger, the board of the Surviving Bank will be the same as the CIT board of directors, except Mr. Otting and Nelson Chai will be added to the board of the Surviving Bank.

The summary of the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 hereto and incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this report in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other financial information about CIT, OneWest, the holders’

representative or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of CIT, OneWest, the holders’ representative or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by CIT.

Stockholders Agreement

In connection with the Merger Agreement, on July 21, 2014, CIT entered into a Stockholders Agreement (the “Stockholders Agreement”) with certain OneWest interestholders who collectively own over 90% of OneWest’s common interests (the “ Holders ”). Pursuant to the Stockholders Agreement, the Holders agreed (i) not to form a “group” with other Holders with respect to any voting securities of CIT or otherwise act with other Holders to seek to control or influence CIT’s board or the management or policies, (ii) not to transfer any shares of CIT Common Stock received in the Merger for 90 days following the closing of the Merger, subject to certain exceptions, (iii) not to transfer more than half of each Holder’s shares of CIT Common Stock received in the Merger for 180 days following the closing of the Merger, subject to certain exceptions, and (iv) not transfer any shares of CIT Common Stock received in the Merger to a person or group who, to the knowledge of such Holder, would beneficially own 5% or more of the outstanding CIT Common Stock following such transfer, subject to certain exceptions. The restrictions on each Holder remain in effect until such Holder owns 20% or less of the shares of CIT Common Stock received by such Holder in the Merger. CIT also granted the Holders one collective demand right and piggy-back registration rights.

The foregoing summary of the Stockholders Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholders Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Retention Letter Agreements

In connection with the Merger Agreement, on July 21, 2014, CIT entered into retention letter agreements with Steven Mnuchin and Joseph Otting to be effective upon the closing of the Merger. Mr. Mnuchin and Mr. Otting also entered into restrictive covenant agreements on July 21, 2014 in their capacity as selling stockholders which contain customary non-compete and non-solicitation provisions with respect to the 3-year period following the closing of the Merger.

Pursuant to the terms of their retention letter agreements, upon completion of the Merger, Mr. Mnuchin will be appointed Vice Chairman of CIT and Chairman of the Surviving Bank (which are each executive positions and not board positions) and as a member of the board of directors CIT, and Joseph Otting will be appointed Co-President of CIT and Chief Executive Officer and President of the Surviving Bank. In consideration for their services to CIT and its affiliates, Messrs. Mnuchin and Otting will each be eligible for a total target annual compensation opportunity of $4,500,000. The total target annual compensation opportunity, which currently consists of annual base salary, target short-term incentive opportunity and target long-term incentive opportunity, will be allocated in the manner determined by CIT’s compensation committee, provided that, Messrs. Mnuchin’s and Otting’s annual base salary will be at least $750,000. In addition, upon the closing of the Merger, Mr. Otting will receive an initial CIT restricted stock unit award with a grant date fair market value of $7.5 million, vesting ratably on the first three anniversaries of grant subject to Mr. Otting’s continued employment, and a retention CIT restricted stock unit award with a grant date fair market value of $5 million, vesting in full on the third anniversary of grant subject to Mr. Otting’s continued employment.

If the employment of Messrs. Mnuchin or Otting were terminated without cause or for good reason prior to the third anniversary of the closing of the Merger, subject to the execution of a release of claims, they would be entitled to a lump sum severance payment approximately equal to their remaining total target annual compensation opportunity for the three-year period following the closing of the Merger, or such greater amount as would be payable to senior executives under CIT’s Employee Severance Plan. In addition, upon such a termination of employment, Mr. Otting’s initial CIT restricted stock unit award and retention CIT restricted stock unit award would vest in full.

The foregoing summary of the retention letter agreements with Messrs. Mnuchin and Otting does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Steven Mnuchin, which is filed as Exhibit 10.2 to this Form 8-K, and the Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Joseph Otting and Attached Restricted Stock Unit Award Agreements, which are filed as Exhibit 10.3 to this Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

As described in Item 1.01 of this Current Report on Form 8-K, which is hereby incorporated by reference, pursuant to the Merger Agreement, the Company has agreed, subject to the terms and conditions of the Merger Agreement, to issue approximately 41% of the Net Merger Consideration in shares of CIT common stock based on a fixed stock price of $44.33 per share. As of the date of the Merger Agreement, CIT expects to issue 31.3 million shares of common stock. The issuance of such shares upon closing of the Merger is a private transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers

In connection with entry into the Merger Agreement, on July 21, 2014, CIT entered into a retention letter agreement with Nelson Chai, its President of North American Commercial Finance and President (to become Co-President of CIT upon the closing of the Merger), to be effective upon the closing of the Merger. The retention letter agreement provides that, upon the closing of the Merger, Mr. Chai will be granted a retention CIT restricted stock unit award with a grant date fair market value of $5 million, vesting in full on the third anniversary of grant subject to Mr. Chai’s continued employment. If Mr. Chai’s employment were terminated without cause or for good reason prior to the third anniversary of the closing of the Merger, his retention CIT restricted stock unit award would vest in full.

The foregoing summary of the retention letter agreement with Mr. Chai does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Nelson Chai and Attached Restricted Stock Unit Award Agreement, which is filed as Exhibit 10.4 to this Form 8-K.

For information regarding certain agreements with Mr. Mnuchin and Mr. Otting, see “Retention Letter Agreements” in Item 1.01 of this Current Report on Form 8-K, which is also incorporated by reference into this Item 5.02.

Item 9.01. Exhibits.

(d) Exhibits . The following exhibits are being filed herewith:


2.1		Agreement and Plan of Merger, by and among CIT Group Inc., IMB Holdco LLC, Carbon Merger Sub LLC and JCF III HoldCo I L.P., dated as of July 21, 2014.
10.1		Stockholders Agreement, by and among CIT Group Inc. and the parties listed on the signature pages thereto, dated as of July 21, 2014.
10.2		Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Steven Mnuchin.
10.3		Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Joseph Otting and Attached Restricted Stock Unit Award Agreements.
10.4		Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Nelson Chai and Attached Restricted Stock Unit Award Agreement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “commence,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All statements contained in this Current Report on Form 8-K, other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially. Important factors that could cause our actual results to be materially different from our expectations include, among others, the risk that (i) CIT does not receive or satisfy regulatory or other approvals and conditions on a timely basis or approvals are subject to conditions that are not anticipated, (ii) modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or conditions, (iii) there are changes in the anticipated timing for closing the transaction, (iv) there are difficulties and delays in integrating OneWest with CIT or fully realizing projected cost savings and other projected benefits of the transaction, (v) business disruption during the

pendency of or following the transaction, including diversion of management time, reputation risk, and the reaction of customers and counterparties to the transaction, (vi) changes in asset quality and risk as a result of the transaction, (vii) CIT is unsuccessful in implementing its strategy and business plan, (viii) CIT is unable to react to and address key business and regulatory issues, and (ix) changes in general economic conditions, including changes in interest rates and capital markets. CIT describes these and other risks that could affect its results in Item 1A, “Risk Factors,” of CIT’s latest Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the Securities and Exchange Commission. Accordingly, investors should not place undue reliance on the forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

SIGNATURES

Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 25, 2014


CIT GROUP INC.

By:	/s/ Robert J. Ingato
Name:	Robert J. Ingato
Title:	Executive Vice President & General Counsel

EXHIBIT INDEX


Exhibit Number	Description

2.1	Agreement and Plan of Merger, by and among CIT Group Inc., IMB Holdco LLC, Carbon Merger Sub LLC and JCF III HoldCo I L.P., dated as of July 21, 2014.
10.1	Stockholders Agreement, by and among CIT Group Inc. and the parties listed on the signature pages thereto, dated as of July 21, 2014.
10.2	Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Steven Mnuchin.
10.3	Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Joseph Otting and Attached Restricted Stock Unit Award Agreements.
10.4	Retention Letter Agreement, dated July 21, 2014, between CIT Group Inc. and Nelson Chai and Attached Restricted Stock Unit Award Agreement.

Exhibit 2.1

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A GREEMENT AND PLAN OF MERGER

by and among

IMB HOLDCO LLC,

CIT GROUP INC.,

CARBON MERGER SUB LLC

and

THE HOLDERS’ REPRESENTATIVE NAMED HEREIN

_____________________

DATED AS OF JULY 21, 2014

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TABLE OF CONTENTS

Article I

THE MERGER

1.1	The Merger	6
1.2	Effective Time	6
1.3	Effects of the Merger	6
1.4	Conversion of Interests	6
1.5	Carbon Common Stock	8
1.6	Oxygen Options	8
1.7	Allocation of Merger Consideration	9
1.8	Organizational Documents of the Surviving Company	14
1.9	Directors and Officers of the Surviving Company	14
1.10	Certificate of Incorporation and Bylaws of Carbon	14
1.11	Directors and Officers of Carbon	14
1.12	Bank Merger	14
1.13	Tax Consequences	15

Article II

EXCHANGE OF EQUITY INTERESTS

2.1	Carbon to Make Shares and Cash Available	16
2.2	Exchange of Equity Interests	16
2.3	Holder Expense Fund	19


Article III

REPRESENTATIONS AND WARRANTIES OF OXYGEN

3.1	Corporate Organization	20
3.2	Capitalization	21
3.3	Authority; No Violation	22
3.4	Consents and Approvals	23
3.5	Reports	23
3.6	Financial Statements	23
3.7	Broker’s Fees	25
3.8	Absence of Certain Changes or Events	25
3.9	Legal Proceedings	25
3.10	Taxes and Tax Returns	26
3.11	Employee Benefit Matters	27
3.12	Compliance with Applicable Law.	29
3.13	Certain Contracts	31
3.14	Agreements with Regulatory Agencies	33
3.15	Risk Management Instruments	34

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3.16	Environmental Liability	34
3.17	Investment Securities and Commodities	35
3.18	Property	35
3.19	Intellectual Property	36
3.2	Related Party Transactions	37
3.21	State Takeover Laws	37
3.22	Oxygen Information	37
3.23	Loan Matters	37
3.24	Loan Portfolio	39
3.25	Insurance	40
3.26	Reorganization	40

Article IV

REPRESENTATIONS AND WARRANTIES OF CARBON AND MERGER SUB

4.1	Corporate Organization	40
4.2	Capitalization	41
4.3	Authority; No Violation	41
4.4	Consents and Approvals	42
4.5	Reports	42
4.6	Financial Statements	43
4.7	Broker’s Fees	44
4.8	Absence of Certain Changes or Events	44
4.9	Legal Proceedings	44
4.10	Compliance with Applicable Law	45
4.11	Agreements with Regulatory Agencies	46
4.12	Available Funds	46
4.13	Reorganization	46
4.14	Carbon Information	46

Article V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1	Conduct of Business Prior to the Effective Time	47
5.2	Oxygen Forbearances	47
5.3	Carbon Forbearances	51

Article VI

ADDITIONAL AGREEMENTS

6.1	Regulatory Matters; Third Party Consents	51
6.2	Access to Information	54
6.3	Employee Benefit Plans	55
6.4	Indemnification; Directors’ and Officers’ Insurance	57

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6.5	Certain Oxygen Actions	59
6.6	Additional Agreements	59
6.7	Advice of Changes	59
6.8	Public Announcements	60
6.9	Takeover Statutes	60
6.10	No Solicitation of Alternative Transactions	61
6.11	NYSE Listing	61
6.12	Termination of Affiliate Arrangements	61
6.13	Rule 144	61
6.14	Transaction Expenses	62
6.15	Oxygen Dividends	63
6.16	Section 16 Matters	63
6.17	Holdback Amount	63
6.18	Holders’ Representative.	63

Article VII

CONDITIONS PRECEDENT

7.1	Conditions to Each Party’s Obligation to Effect the Merger	65
7.2	Conditions to Obligations of Carbon and Merger Sub	66
7.3	Conditions to Obligations of Oxygen	68

Article VIII

TERMINATION AND AMENDMENT

8.1	Termination	69
8.2	Effect of Termination	70
8.3	Amendment	70
8.4	Extension; Waiver	70

Article IX

GENERAL PROVISIONS

9.1	Closing	71
9.2	Nonsurvival of Representations, Warranties and Agreements	71
9.3	Expenses	71
9.4	Notices	71
9.5	Interpretation; Definitions	72
9.6	Disclosure Schedule	87
9.7	Counterparts	87
9.8	Entire Agreement	87
9.9	Governing Law; Jurisdiction	87
9.10	Waiver of Jury Trial	87

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9.11	Assignment; Third Party Beneficiaries	88
9.12	Specific Performance	88
9.13	Delivery by Facsimile or Electronic Transmission	88
9.14	Valuation Dispute.	88

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2014 (this “ Agreement ”), by and among IMB HoldCo LLC, a Delaware limited liability company (“ Oxygen ”), CIT Group Inc., a Delaware corporation (“ Carbon ”), Carbon Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Carbon (“ Merger Sub ”) and JCF III HoldCo I L.P., a Cayman entity, solely in its capacity as the Holders’ Representative.

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Carbon, Oxygen and Merger Sub have determined that it is in the best interests of their respective companies and their shareholders and members, as applicable, to consummate the stra tegic business combination transaction provided for herein, pursuant to which Oxygen will, subject to the terms and conditions set forth herein, merge with and into Merger Sub (the “ Merger ”), with Merger Sub as the Surviving Company (hereinafter sometimes referred to in such capacity as the “ Surviving Company ”) in the Merger;

WHEREAS, concurrently with the execution of this Agreement, holders of greater than 90% of the aggregate Oxygen Common Interests have executed, and delivered to Oxygen, written consents irrevocably approving the Merger and the transactions contemplated hereby and Oxygen has Made Available such written consents to Carbon;

WHEREAS, for federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code;

WHEREAS, concurrently with the execution of this Agreement and as a condition and inducement to Carbon’s willingness to enter into this Agreement, Carbon has entered into retention arrangements with Steven Mnuchin and Joseph Otting (the “ Retention Agreements ”);

WHEREAS, concurrently with the execution of this Agreement and as a condition and inducement to Carbon’s willingness to enter into this Agreement, Carbon has entered into Selling Interestholder Restrictive Covenant Agreements with each of Joseph Otting and Steven Mnuchin (the “ Selling Interestholder Restrictive Covenant Agreements ”);

WHEREAS, concurrently with the execution of this Agreement and as a condition and inducement to Carbon’s willingness to enter into this Agreement, Carbon has entered into a Stockholders Agreement with certain of the holders of Oxygen Common Interests (the “ Stockholders Agreement ”); and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

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NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

Article I

THE MERGER

1.1 The Merger .

(a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware Limited Liability Company Act (the “ DLLCA ”), at the Effective Time, Oxygen shall merge with and into Merger Sub. Merger Sub shall be the Surviving Company in the Merger, and shall continue its limited liability company existence under the Laws of the State of Delaware. Upon consummation of the Merger, the separate limited liability company existence of Oxygen shall terminate.

(b) Subject to the consent of Oxygen, authorized by its Board of Directors, which consent shall not be unreasonably withheld or delayed, Carbon may at any time change the method of effecting the combination of Oxygen and Carbon if and to the extent that Carbon deems such change to be desirable; provided that no such change shall (i) alter or change the amount, kind or allocation of the Net Merger Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the holders of Oxygen Common Interests, Oxygen Converted Common Interests, Oxygen Profits Interests or Oxygen Options (each an “ Oxygen Holder ” and collectively, the “ Oxygen Holders ”) as a result of receiving their portion of the Net Merger Consideration or the Tax treatment of either party pursuant to this Agreement, (iii) materially impede or delay the receipt of any consents or approvals of or complete any filings or registrations with any Governmental Entity in connection with the transactions contemplated by this Agreement (including the receipt of FDIC Consents, FDIC Non-Objections, GSE Consents and GSE Non-Objections) or (iv) materially impede or delay consummation of the transactions contemplated by this Agreement.

1.2 Effective Time . The Merger shall become effective as set forth in the certificate of merger to be filed with the Secretary of State of the State of Delaware on the Closing Date (the “ Certificate of Merger ”). The term “ Effective Time ” shall be the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

1.3 Effects of the Merger . At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DLLCA.

1.4 Conversion of Interests . At the Effective Time, by virtue of the Merger and without any action on the part of Carbon, Oxygen, Merger Sub or the holder of any of the following securities:

(a) Subject to Section 2.2(f), each Oxygen Common Interest that is issued and outstanding immediately prior to the Effective Time (other than Cancelled Interests or any Oxygen Interest Award) shall be converted into the right to receive (i) a number of shares of Carbon Common Stock equal to the Per Interest Stock Consideration and (ii) an amount of cash equal to the Per Interest Cash Consideration, in each case as determined pursuant to Section 1.7 (the consideration referred to in clauses (i) and (ii) being collectively referred to as the “ Per Common Interest Merger Consideration ”; provided that each Oxygen Common Interest (other

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than any Oxygen Interest Award) that is owned by a Non-Accredited Investor immediately prior to the Effective Time shall instead be converted into the right to receive an amount of cash, without interest, equal to the Merger Consideration Per Fully Diluted Interest (the “ Non-Accredited Investor Common Interest Consideration ”) and the right to receive a contingent payment from the Holdback Amount and the Holder Expense Fund pursuant to and subject to the terms and conditions of Section 6.17 and Section 6.18, respectively.

(b) At the Effective Time, each award of Oxygen Common Interests that is issued and outstanding but unvested as of immediately prior to the Effective Time (an “ Oxygen Interest Award ”), subject to receipt of a duly executed Holder Acknowledgement and Investor Questionnaire, shall be converted into an award (a “ Carbon Stock Award ”) with respect to a number of unvested restricted shares of Carbon Common Stock (rounded to the nearest whole share) that is equal to the product of (i) the number of Oxygen Common Interests subject to such Oxygen Interest Award, multiplied by (ii) the quotient of (A) the Merger Consideration Per Fully Diluted Interest, divided by (B) the Carbon Signing Price; provided that each Oxygen Interest Award that is held by a Non-Accredited Investor and is issued and outstanding but unvested as of immediately prior to the Effective Time shall be converted into an award (a “ Carbon Cash Award ”) with respect to an amount of cash, without interest, equal to the Merger Consideration Per Fully Diluted Interest. The vesting schedule and all other material terms of each Carbon Stock Award and Carbon Cash Award shall otherwise remain substantially the same as those that were applicable to the corresponding Oxygen Interest Award (to the extent relevant following the Effective Time) and shall have such other terms applicable to awards in respect of Carbon Common Stock as are consistent with the terms of the Carbon Long-Term Incentive Plan, as in effect from time to time.

(c) At the Effective Time, all Oxygen Common Interests that are owned, directly or indirectly, by Oxygen or any of its wholly owned Subsidiaries (the “ Cancelled Interests ”) shall be cancelled and shall cease to exist and no Carbon Common Stock or other consideration shall be delivered in exchange therefor.

(d) All of the Oxygen Common Interests converted into the right to receive the Per Common Interest Merger Consideration or the Non-Accredited Investor Common Interest Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and shall thereafter represent only the right to receive (x) the Per Common Interest Merger Consideration and cash in lieu of fractional shares or the Non-Accredited Investor Common Interest Consideration, as applicable, which the Oxygen Common Interests have been converted into the right to receive pursuant to this Section 1.4 and Section 2.2(f), without any interest thereon, and (y) a contingent payment from the Holdback Amount and the Holder Expense Fund pursuant to and subject to the terms and conditions of Section 6.17 and Section 6.18, respectively. All of the awards of Oxygen Common Interests converted into Carbon Stock Awards or Carbon Cash Awards, as applicable, pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and shall thereafter represent only the right to receive a Carbon Stock Award or Carbon Cash Award, as applicable, and the right to receive a contingent payment from the Holdback Amount and the Holder Expense Fund pursuant to and subject to the terms and conditions of Section 6.17 and Section 6.18, respectively; provided that any such amounts that are attributable to Oxygen Interest Awards shall only be

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paid when (and if) the corresponding Carbon Stock Award vests, and shall be forfeited if the corresponding Carbon Stock Award is forfeited. In the event any amounts attributable to Oxygen Interests Awards are forfeited, such amounts shall be distributed reasonably promptly thereafter to the former holders of vested Oxygen Common Interests, Oxygen Interest Awards and In-the-Money Oxygen Options, based upon such holder’s then-applicable Holdback Percentage.

(e) Each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one limited liability company interest of the Surviving Company.

(f) At or prior to the Effective Time, Oxygen, the Board of Directors of Oxygen and its compensation committee, as applicable, shall adopt any resolutions and take any actions that are reasonably necessary to effectuate the provisions of Section 1.4(b) and to ensure that, notwithstanding anything to the contrary, following the Effective Time, no service provider of Oxygen and its Subsidiaries shall have any right to acquire any securities of Oxygen, Carbon or any Subsidiary thereof or to receive any payment, right or benefit with respect to any award previously granted in respect of securities of Oxygen, except the right to receive the consideration as provided in Sections 1.4(b) or Section 1.6 in their capacity as Oxygen Holders.

(g) Notwithstanding anything to the contrary set forth in Section 1.6 of the Merger Agreement or any other provision of the Merger Agreement, nothing in this Merger Agreement is intended to, or shall, terminate or otherwise affect the rights of any holder of options to purchase Common Interests listed on Section 3.2(a)(i) of the Oxygen Disclosure Schedules to receive (i) any Dividend Equivalent Payments as set forth on Section 3.11(a) of the Oxygen Disclosure Schedules or (ii) any payments or benefits under Section 5.07 of the Oxygen LLC Agreement, in each case, with respect to such holder’s options to purchase Common Interests listed on Section 3.2(a)(i) of the Oxygen Disclosure Schedules, provided that, for the avoidance of doubt, in no event will there be any payments or benefits due under Section 5.07 of the Oxygen LLC Agreement in respect of the contingent payment from the Holdback Amount or the Holder Expense Fund.

1.5 Carbon Common Stock . At and after the Effective Time, each share of Carbon Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of Carbon Common Stock and shall not be affected by the Merger.

1.6 Oxygen Options .

(a) At the Effective Time, each Oxygen Option other than an Out-of-the-Money Oxygen Option, whether or not vested, shall be cancelled and shall entitle the holder thereof to the right to receive, (i) a number of shares of Carbon Common Stock equal to the Per Option Stock Consideration and (ii) an amount of cash equal to the Per Option Cash Consideration, in each case as determined pursuant to Section 1.7 (the consideration referred to in clause (i) and (ii) being collectively referred to as the “ Per Option Merger Consideration ”); provided that in lieu of receiving the Per Option Merger Consideration, any holder of an Oxygen Option who is a Non-Accredited Investor shall instead receive an amount of cash, without

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interest, equal to the Option Consideration in respect of each such Oxygen Option (the “ Non-Accredited Investor Option Consideration ”); provided , further that if a holder of an Oxygen Option who is not a Non-Accredited Investor (an “ Option Holder ”) timely makes a Gross Settlement Election in respect of some or all of such Option Holder’s Oxygen Options (such Oxygen Options as are covered by the Gross Settlement Election, the “ Electing Options ”), then such Option Holder shall, immediately prior to the Effective Time, pay to Oxygen the full exercise price required to be paid to exercise such Electing Options and at the Effective Time, such Option Holder shall not be entitled to receive the Per Option Merger Consideration in respect of such Electing Options but shall instead be entitled to receive, in respect of such Electing Options, (i) a number of shares of Carbon Common Stock equal to the product of (A) the Per Interest Stock Consideration multiplied by (B) the number of Common Interests issuable upon exercise in full of such Electing Options, and (ii) an amount of cash equal to the product of (A) the Per Interest Cash Consideration multiplied by (B) the number of Common Interests issuable upon exercise in full of such Electing Options, in each case as determined pursuant to Section 1.7. At the Effective Time, each Oxygen Option with an exercise price equal to or greater than the Merger Consideration Per Fully Diluted Interest (each, an “ Out-of-the-Money Oxygen Option ”), whether or not vested, shall be cancelled for no consideration.

(b) At least twenty (20) Business Days prior to the Effective Time, Oxygen shall provide each Option Holder with notice of the proposed Closing of the transactions contemplated by this Agreement and the opportunity for such Option Holder to elect, in writing as of no later than ten (10) Business Days prior to the Effective Time, to pay to Oxygen in cash in immediately available funds the full exercise price in respect of some or all of such Option Holder’s Oxygen Option, which amount shall be paid in immediately available funds, and evidence of payment of which shall be provided to Carbon, no later than three (3) Business Days prior to the Effective Time (such election, a “ Gross Settlement Election ”). To extent such funds are not timely paid in accordance with the foregoing, the Gross Settlement Election shall be null and void.

(c) Immediately prior to the Effective Time, Oxygen, the Board of Directors of Oxygen and its compensation committee, as applicable, shall adopt any resolutions and take any actions that are reasonably necessary to effectuate the provisions of this Section 1.6 (including without limitation amending the terms of any outstanding Oxygen Options) and to ensure that, notwithstanding anything to the contrary, following the Effective Time, no service provider of Oxygen and its Subsidiaries shall have any right to acquire any securities of Oxygen, Carbon or any Subsidiary thereof or to receive any payment, right or benefit with respect to any award previously granted in respect of securities of Oxygen except the right to receive the consideration as provided in this Section ‎1.6 or in Section ‎1.4(a) or 1.4(b) in their capacity as Oxygen Holders.

1.7 Allocation of Merger Consideration .

(a) The Net Merger Consideration shall be allocated among the holders of the Oxygen Common Interests and Oxygen Options as set forth in Section 1.4, Section 1.6 and Section 1.7(b). An illustrative calculation of the allocation is set forth on Annex B .

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(b) For purposes of this Agreement:

(i) “ Aggregate Cash Percentage ” means fifty-nine percent (59%).

(ii) “ Aggregate Fully Diluted Common Interests ” means (A) the number of Oxygen Common Interests outstanding immediately prior to the Effective Time (whether vested or unvested) plus (B) the number of Oxygen Common Interests that would be issuable upon the exercise in full of all In-the-Money Oxygen Options immediately prior to the Effective Time.

(iii) “ Aggregate In-The-Money Exercise Price ” means the sum of the exercise prices that would be payable upon exercise in full immediately prior to the Effective Time of all In-the-Money Oxygen Options, including the exercise prices paid by Option Holders in connection with a Gross Settlement Election.

(iv) “ Aggregate Stock Percentage ” means forty-one percent (41%).

(v) “ Carbon Signing Price ” means $44.33; provided that if, prior to the Effective Time, the outstanding shares of Carbon Common Stock shall have been increased or decreased as a result of a stock dividend, stock split, reverse stock split or other similar change in capitalization (which, for the avoidance of doubt, shall not include a share repurchase), or if there has been any extraordinary dividend or distribution (other than regular quarterly cash dividends), an appropriate and proportionate adjustment shall be made to the Carbon Signing Price.

(vi) “ Cash Consideration Amount ” means (A) the product of (x) the Aggregate Cash Percentage multiplied by (y) the Net Merger Consideration minus (B) the Holdback Amount minus (C) the Holder Expense Fund minus (D) the aggregate Non-Accredited Investor Common Interest Consideration; minus (E) the aggregate Non-Accredited Investor Option Consideration minus (F) the aggregate Carbon Cash Award.

(vii) “ Holdback Amount ” shall mean $116,000,000.

(viii) “ In-the-Money Oxygen Options ” means the Oxygen Options that, immediately prior to the Effective Time, have an exercise price that is less than the Merger Consideration Per Fully Diluted Interest.

(ix) “ Merger Consideration Per Fully Diluted Interest ” means the quotient of (A) the sum of (w) the Net Merger Consideration minus (x) the Holdback Amount minus (y) the Holder Expense Fund plus (z) the Aggregate In-The-Money Exercise Price divided by (B) the Aggregate Fully Diluted Common Interests.

(x) “ Net Merger Consideration ” means (A) the Final Gross Merger Consideration minus (B) Tax Effected Transaction Expenses minus (C) the Retention Amount.

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(xi) “ Option Consideration ” means for each Oxygen Option, the excess, if any, of (A) the product of (x) the Merger Consideration Per Fully Diluted Interest, multiplied by (y) the aggregate number of Common Interests issuable upon exercise in full of such Oxygen Option minus (B) the exercise price payable upon exercise in full of such Oxygen Option.

(xii) “ Per Interest Cash Consideration ” means (A) the Merger Consideration Per Fully Diluted Interest multiplied by (B) a fraction, the numerator of which is the Cash Consideration Amount and the denominator of which is the sum of (x) the Cash Consideration Amount plus (y) the Stock Consideration Amount.

(xiii) “ Per Interest Stock Consideration ” means a number of shares of Carbon Common Stock equal to (A) the Merger Consideration Per Fully Diluted Interest multiplied by (B) a fraction, the numerator of which is the Stock Consideration Amount and the denominator of which is the sum of (x) the Cash Consideration Amount plus (y) the Stock Consideration Amount divided by (C) the Carbon Signing Price.

(xiv) “ Per Option Cash Consideration ” means (A) the Option Consideration multiplied by (B) a fraction, the numerator of which is the Cash Consideration Amount and the denominator of which is the sum of (x) the Cash Consideration Amount plus (y) the Stock Consideration Amount.

(xv) “ Per Option Stock Consideration ” means a number of shares of Carbon Common Stock equal to (A) the Option Consideration multiplied by (B) a fraction, the numerator of which is the Stock Consideration Amount and the denominator of which is the sum of (x) the Cash Consideration Amount plus (y) the Stock Consideration Amount divided by (C) the Carbon Signing Price.

(xvi) “ Rolled Equity Award Amount ” means (A) the number of Oxygen Interest Awards outstanding immediately prior to the Effective Time that are not held by Non-Accredited Investors multiplied by (B) the Merger Consideration Per Fully Diluted Interest.

(xvii) “ Stock Consideration Amount ” means (A) the product of (x) the Aggregate Stock Percentage multiplied by (y) the Net Merger Consideration minus (B) the Rolled Equity Award Amount.

(i) As promptly as practicable following the date hereof (and in any event by December 31, 2014, Oxygen shall deliver to Carbon (i) an audited consolidated balance sheet of Oxygen as of June 30, 2014 (the “ Oxygen Audited Interim Balance Sheet ”) and (ii) the related audited consolidated statements of income of Oxygen for the six (6) months ended June 30, 2014, including accompanying notes thereto ((i) and (ii), the “ Oxygen Audited Interim Financial Statements ”) which financial statements shall be accompanied by (A) an

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unqualified opinion of PricewaterhouseCoopers LLP regarding such consolidated financial statements, (B) a certificate from an executive officer of Oxygen (x) affirming the compliance of such financial statements with the covenant set forth in Section 1.7(c)(ii), (y) setting forth the calculation of the Gross Merger Consideration derived from the Oxygen Audited Interim Financial Statements (including the calculation of Tangible Common Equity, Tangible Assets, Required Capital, Excess Capital and the Excluded Amount) and (z) certifying that the Gross Merger Consideration is derived from the Oxygen Audited Interim Financial Statements and was calculated in a manner consistent with this Agreement and the derivation of the Preliminary Gross Merger Consideration from the Oxygen Unaudited Financial Statements and (C) such documents and information used by Oxygen in its calculation of Gross Merger Consideration (including the calculation of Tangible Common Equity, Tangible Assets, Required Capital, Excess Capital and the Excluded Amount) as are reasonably necessary for Carbon to review and verify such calculations.

(ii) The Oxygen Audited Interim Financial Statements (including the related notes, where applicable) (A) will be prepared from, and will be in accordance with, the books and records of Oxygen and its Subsidiaries, (B) will fairly present in all material respects the consolidated results of operations and consolidated financial position of Oxygen and its Subsidiaries for the six (6) months ended June 30, 2014 or as of June 30, 2014, as applicable, (C) will be prepared in accordance with GAAP consistently applied during the periods involved and (D) will be prepared on a basis consistent with the audited consolidated balance sheet and related audited consolidated statements of income included in the Oxygen Audited Financial Statements.

(iii) In the event that Carbon disputes the correctness of the calculation of Gross Merger Consideration derived from the Oxygen Audited Interim Financial Statements (including, to the extent permitted by the last sentence of this clause (iii), any amounts set forth on the Oxygen Audited Interim Financial Statements), Carbon shall notify Oxygen in writing of its objections as soon as practicable but in no event more than the earlier of (x) seventy-five (75) Business Days after receipt of the calculation from Oxygen (a “ Notice of Disagreement ”) and (y) 40 Business Days prior to the anticipated Closing Date and during such period Carbon and Oxygen will consult on a periodic basis with respect to Carbon’s possible bases for such objections and any errors discovered by Oxygen with respect to the calculation of Gross Merger Consideration or any amounts set forth on the Oxygen Audited Interim Financial Statements. If Carbon does not deliver a Notice of Disagreement prior to the deadline set forth in the preceding sentence, Oxygen’s calculation of Gross Merger Consideration shall be final and binding on the parties. During the ten (10) Business Days immediately following the delivery of any Notice of Disagreement from Carbon, Carbon and Oxygen shall seek in good faith to resolve any differences that they may have with respect to any matters raised in the Notice of Disagreement. The matters set forth in any written resolution executed by Carbon and Oxygen shall be final and binding on the parties on the date of such written resolution. If, at the end of such ten (10)

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Business Day period, Carbon and Oxygen have not been able to resolve in writing all differences that they have with respect to the matters raised in the Notice of Disagreement, Carbon and Oxygen shall submit to Deloitte & Touche (the “ Accounting Firm ”) for review and resolution of any and all matters in the Notice of Disagreement that remain in dispute, and the Accounting Firm shall reach a final, binding resolution of all such matters that remain in dispute and a final determination of Gross Merger Consideration, which final resolution shall not be subject to collateral attack for any reason (other than fraud) and shall be (i) in writing and signed by the Accounting Firm, (ii) within the range of the amounts contested by Carbon and Oxygen, (iii) furnished to Carbon and Oxygen as soon as practicable after the items in dispute have been referred to the Accounting Firm, which shall not be more than thirty (30) Business Days after such referral, (iv) made in accordance with the terms of this Agreement and (v) conclusive and binding upon Carbon and Oxygen on the date of delivery of such written resolution (other than in the case of fraud). Carbon and Oxygen agree to cooperate with the Accounting Firm and to promptly provide all documents and information reasonably requested by the Accounting Firm so as to enable it to make its determination as quickly and as accurately as possible. The fees and expenses of the Accounting Firm shall be borne by Oxygen and Carbon in the same proportion that Oxygen’s position, on the one hand, and Carbon’s position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm; provided that any fees and expenses borne by Oxygen shall be Transaction Expenses. Carbon shall only be entitled to dispute (i) the calculation of the Gross Merger Consideration (including the calculation of Tangible Common Equity, Tangible Assets, Required Capital, Excess Capital and the Excluded Amount) and (ii) with respect to amounts set forth on the Oxygen Audited Interim Financial Statements, (a) mathematical errors, (b) errors discovered by Oxygen (including if such error would be addressed by including an adjustment in its financial statements for a subsequent period) and (c) that the Oxygen Audited Interim Financial Statements (including the related notes, where applicable), (1) were not prepared from, and are not in accordance with, the books and records of Oxygen and its Subsidiaries, (2) were not prepared in accordance with GAAP consistently applied during the periods involved and (3) were not prepared on a basis consistent with the audited consolidated balance sheet and related audited consolidated statements of income included in the Oxygen Audited Financial Statements as of, and for the period ended December 31, 2013. Notwithstanding the foregoing, changes in underlying assumptions or models (including with respect to valuation of assets) shall not be a basis for dispute under the foregoing clause (3) so long as such changes were not inconsistent with the standards set forth in clauses (iii) and (iv) of Section 3.8(b).

(iv) Gross Merger Consideration as finally determined pursuant to Section 1.7(c)(iii) shall be the “ Final Gross Merger Consideration .”

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1.8 Organizational Documents of the Surviving Company . At the Effective Time, the certificate of formation of Merger Sub as in effect immediately prior to the Effective Time, shall be the certificate of formation of the Surviving Company until thereafter amended in accordance with applicable Law. The limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Company until thereafter amended in accordance with applicable Law.

1.9 Directors and Officers of the Surviving Company . The directors of Merger Sub shall, from and after the Effective Time, become the initial directors of the Surviving Company until their successors shall have been duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers of Merger Sub shall from and after the Effective Time, become the initial officers of the Surviving Company until their successors shall have been duly elected or appointed and qualified, or their earlier death, resignation or removal.

1.10 Certificate of Incorporation and Bylaws of Carbon . The certificate of incorporation of Carbon as in effect immediately prior to the Effective Time shall be the certificate of incorporation of Carbon until amended in accordance with applicable Law. At the Effective Time, the bylaws of Carbon, as in effect immediately prior to the Effective Time, shall be the bylaws of Carbon until thereafter amended in accordance with applicable Law.

1.11 Directors and Officers of Carbon .

(a) Except as set forth in this Section 1.11, at and immediately after the Effective Time, the officers of Carbon shall consist of the officers of Carbon in office immediately prior to the Effective Time, in each case until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.

(b) Carbon’s Board of Directors shall take all appropriate action so that at and after the Effective Time Steven Mnuchin shall hold the office of Vice Chairman of Carbon and Joseph Otting shall hold the office of Co-President of Carbon. Each of the foregoing officers shall serve until their successors have been duly elected or appointed and qualified, or their earlier death, resignation or removal.

(c) At or prior to the Effective Time, Carbon’s Board of Directors shall take all appropriate action to increase the number of directors by two (2). The two (2) vacancies shall be filled by (i) Steven Mnuchin and (ii) Alan Frank. Each of the foregoing directors shall serve until his or her successor has been duly elected or appointed and qualified, or his or her earlier death, resignation or removal. If prior to the Effective Time, any Person designated to fill any such vacancy is unable or unwilling to serve in such position, the Board of Directors of Oxygen and the Board of Directors of Carbon shall mutually agree on a replacement.

1.12 Bank Merger .

(a) On the Closing Date and simultaneously with the Merger, CIT Bank, a Utah state-chartered bank and a wholly owned Subsidiary of Carbon (“ Carbon Bank ”), will merge (the “ Bank Merger ”) with and into OneWest Bank N.A., a national bank and a wholly owned Subsidiary of Oxygen (“ Oxygen Bank ”); provided that without limiting any of the

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obligations of Carbon or Oxygen set forth herein with respect to the Bank Merger or any of the conditions set forth in Section 7.1, 7.2 or 7.3 relating to the Bank Merger, if the parties agree that operational issues relating to the Bank Merger would preclude the ability of the parties to consummate the Bank Merger simultaneously with the Merger, Carbon and Oxygen shall act reasonably and in good faith to mutually determine whether to proceed with the Merger prior to the Bank Merger. Oxygen Bank shall be the surviving entity in the Bank Merger (the “ Surviving Bank ”) and, following the Bank Merger, the separate corporate existence of Carbon Bank shall cease.

(b) The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Carbon and reasonably acceptable to Oxygen (the “ Bank Merger Agreement ”). In order to obtain the necessary regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications with any Governmental Entity for regulatory approval of the Bank Merger: (i) Oxygen shall cause Oxygen Bank to adopt the Bank Merger Agreement, Oxygen, as the sole shareholder of Oxygen Bank, shall approve the Bank Merger Agreement, and Oxygen shall cause the Bank Merger Agreement to be duly executed by Oxygen Bank and delivered to Carbon Bank and (ii) Carbon shall cause Carbon Bank to adopt the Bank Merger Agreement, Carbon, as the sole shareholder of Carbon Bank, shall approve the Bank Merger Agreement and Carbon shall cause the Bank Merger Agreement to be duly executed by Carbon Bank and delivered to Oxygen Bank. Oxygen shall cause Oxygen Bank, and Carbon shall cause Carbon Bank, to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“ Bank Merger Certificates ”) at the appropriate time as determined pursuant to the first sentence of Section 1.12. The time that the Bank Merger occurs becomes effective pursuant to the foregoing sentence shall be the “ Bank Merger Effective Time ”).

(c) The directors of the Surviving Bank shall, from and after the Bank Merger Effective Time consist of (i) the members of the Carbon Board of Directors at the Effective Time (or if the Bank Merger Effective Time occurs following the Effective Time, the members of the Carbon Board of Directors at such time), (ii) Nelson Chai and (iii) Joseph Otting, in each case, until their successors shall have been duly elected or appointed and qualified, or their earlier death, resignation or removal. Oxygen Bank’s Board of Directors shall take all appropriate action so that at and after the Bank Merger Effective Time, Steven Mnuchin shall hold the office of Chairman of the Surviving Bank (which, for the avoidance of doubt, is not the Chairman of the Surviving Bank Board of Directors) and Joseph Otting shall hold the office of Chief Executive Officer and President of the Surviving Bank.

1.13 Tax Consequences . It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.

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Article II

EXCHANGE OF EQUITY INTERESTS

2.1 Carbon to Make Shares and Cash Available . At or prior to the Effective Time, Carbon shall deposit, or shall cause to be deposited, with a bank or trust company designated by Carbon (the “ Exchange Agent ”), (i) for the benefit of the holders of vested Oxygen Common Interests, (A) Certificates representing the aggregate Per Interest Stock Consideration and (B) cash representing the sum of (1) the aggregate Per Interest Cash Consideration, (2) the aggregate Non-Accredited Investor Common Interest Consideration and (3) the aggregate amount of cash payable to such holders in lieu of fractional shares and (ii) for the benefit of holders of In-the-Money Oxygen Options, (A) Certificates representing the aggregate Per Option Stock Consideration and (B) cash representing the sum of (1) the aggregate Per Option Cash Consideration, (2) the aggregate Non-Accredited Investor Option Consideration and (3) the aggregate amount of cash payable to such holders in lieu of fractional shares (such cash and Certificates for shares of Carbon Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “ Exchange Fund ”), in each case for exchange in accordance with this Article II; provided that Carbon may deliver the cash portion of any consideration payable to a holder of Oxygen Options through its ordinary payroll systems in lieu of depositing such funds to the Exchange Agent as part of the Exchange Fund; provided , further that to effectuate the payment provisions set forth in Section ‎1.6, Electing Options will be treated as vested Common Interests for purposes of this Section ‎2.1, except that Carbon may pay the cash portion of any consideration payable to an Electing Option through its ordinary payroll systems in lieu of depositing such funds to the Exchange Agent as part of the Exchange Fund.

2.2 Exchange of Equity Interests .

(a) Between thirty (30) and sixty (60) days prior to the anticipated Closing Date, Carbon shall (A) mail or deliver to each holder of record of one or more Oxygen Common Interests as of the Business Day immediately prior to the date of such mailing or delivery that will be vested as of the anticipated Closing Date, (1) a letter of transmittal in a form reasonably satisfactory to Oxygen (which, among other things, shall specify that delivery shall be effected, and risk of loss and title to the Oxygen Common Interests shall pass, only upon proper delivery of the letter of transmittal to the Exchange Agent and include an agreement by such holder to the treatment of the Oxygen Common Interests pursuant to this Agreement and a release of claims against Oxygen and Carbon relating thereto, but shall not provide for any representations or warranties on the part of a Holder of Common Interests other than with respect to title to the Common Interests delivered and due authorization, execution and delivery of the Letter of Transmittal) (the “ Letter of Transmittal ”), (2) instructions for use in effecting the surrender of the Oxygen Common Interests in exchange for the Per Common Interest Merger Consideration or the Non-Accredited Common Interest Consideration, as applicable, and (3) an Investor Questionnaire and (B) mail or deliver to each holder of an Oxygen Option and each holder of an Oxygen Interest Award as of the Business Day immediately prior to the date of such mailing or delivery, (1) a Holder Acknowledgement (which, among other things, shall include an agreement by such holder to agree to the treatment of the Oxygen Options and Oxygen Interest Awards pursuant to this Agreement and a release of claims against Oxygen and Carbon relating thereto)

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and (2) an Investor Questionnaire. As soon as reasonably practicable after the Effective Time, the Exchange Agent or Carbon shall mail or deliver the appropriate documents referred to in the preceding sentence to any Holder who has not previously returned such materials to the Exchange Agent.

(b) Upon the later of (i) the Effective Time and (ii) delivery of a properly completed, duly executed Letter of Transmittal and a properly completed, duly executed Investor Questionnaire, or in the case of the holder of an In-the-Money Oxygen Option, a properly completed, duly executed Holder Acknowledgement and a properly completed, duly executed Investor Questionnaire, (A) the holder of vested Oxygen Common Interests shall be entitled to receive in exchange therefor, as applicable, promptly following the Effective Time (1) a Certificate representing that number of whole shares of Carbon Common Stock to which such holder of vested Oxygen Common Interests shall have become entitled pursuant to the provisions of Article I, if any, and (2) an amount of cash, including any cash in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of Article I and this Article II and (B) the holder of such In-the-Money Oxygen Option shall be entitled to receive, promptly following the Effective Time (1) a Certificate representing that number of whole shares of Carbon Common Stock to which such holder of such In-the-Money Oxygen Option shall have become entitled pursuant to the provisions of Article I, if any, and (2) an amount of cash, including any cash in lieu of fractional shares which such holder has the right to receive in respect of such In-the-Money Oxygen Option pursuant to the provisions of Article I and this Article II, if any; provided that any cash due to a holder of Oxygen Common Interests or In-the-Money Oxygen Options shall be paid (x) if such amount is greater than or equal to $100,000, at the holder’s election, by check or wire transfer and (y) if such amount is less than $100,000, by check; provided further that Carbon may deliver the cash portion of any consideration payable to a holder of an In-the-Money Oxygen Option through its ordinary payroll systems in lieu of delivery of a check or wire transfer. No interest will be paid or accrued on any cash to be paid to holders of Oxygen Common Interests or Oxygen Options, or cash in lieu of fractional shares.

(c) No dividends or other distributions declared with respect to Carbon Common Stock shall be paid to any holder who has not delivered in accordance with this Article II a properly completed, duly executed Letter of Transmittal and a properly completed, duly executed Investor Questionnaire, or in the case of the holder of an In-the-Money Oxygen Option, a properly completed, duly executed Holder Acknowledgement and a properly completed, duly executed Investor Questionnaire. After the delivery of such materials in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Carbon Common Stock which the Oxygen Common Interests or Oxygen Options, as applicable, have been converted into the right to receive.

(d) If any Certificate representing shares of Carbon Common Stock is to be issued in, or cash is to be paid to, a name other than that in which the Oxygen Common Interests surrendered in exchange therefor is or are recorded, it shall be a condition of the issuance thereof that the Letter of Transmittal delivered with respect to such Oxygen Common Interests shall be accompanied by an appropriate instrument of transfer, and that the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of a Certificate representing shares of Carbon Common Stock

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in any name other than that of the record holder of the Oxygen Common Interests surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(e) After the Effective Time, there shall be no transfers on the books of Oxygen of Oxygen Common Interests that were issued and outstanding immediately prior to the Effective Time.

(f) Notwithstanding anything to the contrary contained herein, no Certificates representing fractional shares of Carbon Common Stock shall be issued in exchange for Oxygen Common Interests or in exchange for Oxygen Options, no dividend or distribution with respect to Carbon Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Carbon. In lieu of the issuance of any such fractional share, Carbon shall pay to each former holder of vested Oxygen Common Interests or In-the-Money Oxygen Options who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Carbon Closing Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Carbon Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.4.

(g) Any portion of the Exchange Fund that remains unclaimed by the former holders of vested Oxygen Common Interest and In-the-Money Oxygen Options for twelve (12) months after the Effective Time shall be paid to Carbon; provided that if at any time prior to such date, any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Exchange Agent shall first notify Carbon and, at Carbon’s option, such portion shall instead be paid to Carbon. Any former holder of vested Oxygen Common Interests or In-the-Money Oxygen Options who has not theretofore complied with this Article II shall thereafter look only to Carbon for payment of the Per Common Interest Merger Consideration, Per Option Merger Consideration, Non-Accredited Investor Common Interest Consideration, or Non-Accredited Investor Option Consideration, as applicable, and any unpaid dividends and distributions on the Carbon Common Stock deliverable in respect of each former Oxygen Common Interest or Oxygen Option such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Carbon, Oxygen, the Exchange Agent or any other Person shall be liable to any former holder of Oxygen Common Interests or Oxygen Options for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.

(h) Carbon shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise payable pursuant to this Agreement to any holder of vested Oxygen Common Interests or In-the-Money Oxygen Options such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by Carbon or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Oxygen Common Interests or Oxygen Options in respect of which the deduction and withholding was made by Carbon or the Exchange

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Agent, as the case may be. For purposes of this provision, all Taxes required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law in respect of a holder’s In-the-Money Oxygen Options (including the Electing Options) (the “ Option Withholding Amount ”) shall first be reduced from the aggregate Per Option Cash Consideration payable in respect of such In-the-Money Oxygen Options (the “ Option Cash Amount ”) (or the Per Interest Cash Consideration in respect of an Electing Option if the holder of such Electing Option does not separately pay the Withholding Amount in cash). If the Option Withholding Amount exceeds the Option Cash Amount or Per Interest Cash Consideration, as applicable, the amount of the shortfall shall then reduce the Per Option Stock Consideration or Per Interest Stock Consideration, as applicable, to be received in respect of such Oxygen Options, with the value of such Per Option Stock Consideration or Per Interest Stock Consideration, as applicable, based on the closing-sale price of Carbon Common Stock on the NYSE as reported by The Wall Street Journal on the Closing Date.

(i) All shares of Carbon Common Stock received in the Merger shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to any uncertificated shares) referencing restrictions on transfer of such shares of Carbon Common Stock under the Securities Act which legend shall state in substance:

“The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state of the United States (a “ State Act ”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate cannot be sold, assigned or otherwise transferred within the United States unless such sale, assignment or other transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act or (ii) exempt from, or not subject to, the Securities Act and each applicable State Act.”

(j) Notwithstanding Section 2.2(i), the holder of any Certificate(s) for such shares of Carbon Common Stock shall be entitled to receive from Carbon new Certificates for a like number of shares not bearing such legend (or the elimination or termination of such notations or arrangements) upon the request of such holder at (i) such time as such restrictions are no longer applicable, and (ii) if required by Carbon, delivery of an opinion of counsel to such holder, which opinion is reasonably satisfactory in form and substance to Carbon, that the restriction referenced in such legend (or such notations or arrangements) is no longer required in order to ensure compliance with the Securities Act.

2.3 Holder Expense Fund . On the Closing Date, Carbon shall pay to the Holders’ Representative or to such other persons (and in such amounts) as may be designated by the Holders’ Representative, by wire transfer to an account or accounts designated by the Holders’ Representative in writing prior to the Closing Date, immediately available funds in the amount of the Holder Expense Fund.

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Article III

REPRESENTATIONS AND WARRANTIES OF OXYGEN

Except as Previously Disclosed by Oxygen, Oxygen hereby represents and warrants to Carbon and Merger Sub as follows:

3.1 Corporate Organization .

(a) Oxygen is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and is a bank holding company duly registered under the BHC Act. Oxygen has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Oxygen is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Oxygen. True and complete copies of the Organizational Documents of Oxygen, as amended through the date hereof have previously been Made Available by Oxygen to Carbon. The Oxygen Organizational Documents are in full force and effect and Oxygen is not in violation of any of their provisions.

(b) Each Oxygen Subsidiary (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Oxygen and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Oxygen Subsidiary to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Oxygen that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by applicable Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 3.1(b) of the Oxygen Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Oxygen and any joint ventures, partnerships or similar arrangements in which Oxygen or its Subsidiaries has a limited liability, partnership or other equity interest (and the amount and percentage of any such interest). True and complete copies of the Organizational Documents of each Oxygen Subsidiary, as amended through the date hereof, have previously been Made Available by Oxygen to Carbon. All such Organizational Documents are in full force and effect and Oxygen and its Subsidiaries are not in violation of any of their provisions.

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3.2 Capitalization .

(a) As of the date of this Agreement, the authorized limited liability company interests of Oxygen consist of Oxygen Common Interests, Oxygen Converted Common Interests and Oxygen Profits Interests. As of immediately prior to the Effective Time and subject to the adoption of the amendment to the Oxygen LLC Agreement as contemplated by Section 6.5 (the “ Amended Oxygen LLC Agreement ”), the authorized limited liability company interests of Oxygen issued and outstanding will only consist of Oxygen Common Interests. As of the date of this Agreement, Oxygen has no limited liability company interests issued and outstanding, other than 16,160,812.78 Oxygen Common Interests issued and outstanding, 492,532.01 Oxygen Converted Common Interests and 4.7286% Oxygen Profits Interests. As of the date hereof, there are outstanding 325,405.68 options to purchase Common Interests, which if exercised in full would result in the issuance of 325,405.68 Oxygen Common Interests. Section 3.2(a)(i) of the Oxygen Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of each Oxygen Holder, and the corresponding amount, of Oxygen Common Interests, options to purchase Common Interests, Oxygen Converted Common Interests and Oxygen Profits Interests held by such Oxygen Holder and if applicable, the exercise price, the number of Oxygen Common Interests issuable upon exercise thereof, the Profits Interest Percentage, the Threshold Value (as such terms are defined in the Oxygen LLC Agreement) and the vesting dates (and the amount subject to such vesting dates). Section 3.2(a)(ii) of the Oxygen Disclosure Schedule sets forth a pro forma version of the list referred to in the immediately preceding sentence that gives effect to Section 6.5(b) of this Agreement as if the conversions described therein were completed on the date hereof. All of the issued and outstanding Oxygen Common Interests, Oxygen Converted Common Interests, options to purchase Common Interests and Oxygen Profits Interests have been duly authorized and validly issued and are fully paid (to the extent required under the Oxygen LLC Agreement), nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA and the Oxygen LLC Agreement) and free of preemptive rights. Other than options to purchase Common Interests set forth on Section 3.2(a)(i) of the Oxygen Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued limited liability company interests or other securities of Oxygen, or otherwise obligating Oxygen to issue, transfer, sell, purchase, redeem or otherwise acquire, any such limited liability company interests or other securities. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which holders of limited liability company interests of Oxygen may vote and there are no contractual obligations of Oxygen or its Subsidiaries pursuant to which Oxygen or its Subsidiaries is or could be required to register any of the limited liability company interests or other equity ownership interests of Oxygen or its Subsidiaries or any other securities under the Securities Act.

(b) Oxygen owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of its Subsidiaries, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal Liability attaching to the ownership thereof. No Oxygen Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity

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security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

(c) Oxygen has received accredited investor questionnaires in the form set forth on Section 3.2(c)(i) of the Oxygen Disclosure Schedules from each Oxygen Holder set forth on Section 3.2(c)(ii) of the Oxygen Disclosure Schedule.

3.3 Authority; No Violation .

(a) Oxygen has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the authorization of the Amended Oxygen LLC Agreement and the approval of the Bank Merger Agreement by the board of directors of Oxygen Bank. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Oxygen and the requisite Oxygen Holders as required under Oxygen’s Organizational Documents and the DLLCA, subject to the authorization of the Amended Oxygen LLC Agreement, and no other limited liability company proceedings on the part of Oxygen are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Oxygen and (assuming due authorization, execution and delivery by Carbon and Merger Sub) constitutes a valid and binding obligation of Oxygen, enforceable against Oxygen in accordance with its terms, except as may be limited by the Enforceability Exceptions.

(b) Neither the execution and delivery of this Agreement by Oxygen nor the consummation by Oxygen of the transactions contemplated hereby, nor compliance by Oxygen with any of the terms or provisions hereof, will (i) violate any provision of Oxygen’s Organizational Documents or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to Oxygen or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Oxygen or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Oxygen or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii)(y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oxygen. Without limitation of the foregoing, the allocation of the Net Merger Consideration set forth in Article I as well as the treatment of each of the Oxygen Common Interests (including Oxygen Interest Awards), Oxygen Converted Common Interests, Oxygen Profits Interests and options to purchase Common Interests set forth in this Agreement (including as a result of the Merger) complies in all respects with applicable Law, Oxygen’s Organizational Documents, the applicable terms of any such securities and any Contracts with the Holders of any such securities.

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3.4 Consents and Approvals . Except for (i) the filing of applications and notices, as applicable, with the NYSE, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the Federal Reserve Board under the BHC Act, (2) the OCC, and approval of the foregoing applications, filings and notices, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DLLCA, (iv) the filing of the Bank Merger Certificates, and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Carbon Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Oxygen of this Agreement or (B) the consummation by Oxygen of the Merger, the Bank Merger and the other transactions contemplated hereby.

3.5 Reports . Oxygen and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 with (i) any state regulatory authority, (ii) the SEC, (iii) the Federal Reserve Board, (iv) the FDIC, (v) the OCC, (vi) the Office of Thrift Supervision, (vii) the CFPB, (viii) any foreign regulatory authority and (ix) any SRO ((i) – (ix), collectively “ Regulatory Agencies ”), including, without limitation, any report, registration or statement required to be filed pursuant to the Laws of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Oxygen and its Subsidiaries, no Regulatory Agency has initiated or has pending any Proceeding or, to the Knowledge of Oxygen, investigation into the business or operations of Oxygen or any of its Subsidiaries since January 1, 2011. There (x) is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Oxygen or any of its Subsidiaries and (y) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Oxygen or any of its Subsidiaries since January 1, 2011.

3.6 Financial Statements .

(a) Oxygen has previously Made Available to Carbon accurate and complete copies of (a) (i) Oxygen’s audited consolidated balance sheet as of December 31, 2013, 2012, and 2011 and (ii) the related audited consolidated statements of income, equity and cash flows for the fiscal years ended December 31, 2013, 2012 and 2011 ((i) and (ii), the “ Oxygen Audited Financial Statements ”) and (b) (i) Oxygen’s unaudited consolidated balance sheet as of June 30, 2014 and the related (ii) unaudited consolidated statements of income, equity for the six (6) months ended June 30, 2014 ((i) and (ii), the “ Oxygen Unaudited Financial Statements ” and collectively with the Oxygen Audited Financial Statements, the “ Oxygen Financial Statements ”). The Oxygen Financial Statements (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Oxygen and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Oxygen and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount) and (iii) have been prepared in accordance with GAAP consistently applied

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during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Oxygen and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, PricewaterhouseCoopers LLP has not resigned (or informed Oxygen that it intends to resign) or been dismissed as independent public accountants of Oxygen as a result of or in connection with any disagreements with Oxygen on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b) Neither Oxygen nor any of its Subsidiaries have any material Liability except for Liabilities (i) to the extent reflected or reserved against on the consolidated balance sheet of Oxygen as of June 30, 2014 (including any notes thereto) included in the Oxygen Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2014, (iii) incurred in connection with this Agreement and the transactions contemplated hereby or (iv) incurred pursuant to obligations arising under Oxygen Contracts, other than arising out of or resulting from a breach or default under such Oxygen Contracts. None of Oxygen or any of its Subsidiaries is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. Section 3.6(b) of the Oxygen Disclosure Schedule sets forth a true and correct list of the reserves set forth therein as of June 30, 2014.

(c) The records, systems, controls, data and information of Oxygen and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Oxygen or its Subsidiaries or accountants (including all means of access thereto and therefrom) except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Oxygen’s system of internal controls over financial reporting. Oxygen (x) has implemented and maintains disclosure controls and procedures (in accordance with the Federal Deposit Insurance Corporation Improvement Act of 1991 (“ FDICIA ”)) to ensure that material information relating to Oxygen, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Oxygen by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Oxygen’s outside auditors and the audit committee of Oxygen’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (in accordance with FDICIA) which are reasonably likely to adversely affect Oxygen’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Oxygen’s internal controls over financial reporting. These disclosures were made in writing by management to Oxygen’s auditors and audit committee and a copy has previously been Made Available to Carbon.

(d) Since January 1, 2011, (i) neither Oxygen nor any of its Subsidiaries, nor, to the Knowledge of Oxygen, any director, officer, auditor, accountant or representative of it or any of its Subsidiaries, have received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss

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reserves, write-downs, charge-offs and accruals) of Oxygen or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Oxygen or any of its Subsidiaries has engaged in questionable accounting or auditing practices, procedures, or methodologies (including with respect to loan loss and other reserves, write-downs, charge-offs and accruals), and (ii) to the Knowledge of Oxygen, no attorney representing Oxygen or any of its Subsidiaries, whether or not employed by Oxygen or any of its Subsidiaries, has reported evidence of a material violation of applicable securities Laws, breach of fiduciary duty or similar violation by Oxygen or any of its officers, directors, employees or agents to the Board of Directors of Oxygen or any committee thereof or to any director or officer of Oxygen.

3.7 Broker’s Fees . With the exception of the engagement of Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, neither Oxygen nor any Oxygen Subsidiary nor any of their respective officers or directors have employed any broker, finder or financial advisor or incurred any Liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or other transactions contemplated by this Agreement. Oxygen has Made Available to Carbon a true, correct and complete copy of any engagement letter or other Contract between Oxygen and Goldman, Sachs & Co., and between Oxygen and Merrill Lynch, Pierce, Fenner & Smith, Incorporated relating to the Merger and the other transactions contemplated by this Agreement.

3.8 Absence of Certain Changes or Events .

(a) Since December 31, 2013 through the date hereof, no fact, change, event, occurrence, condition or development has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Oxygen.

(b) Since December 31, 2013 through the date hereof, (i) Oxygen and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course consistent with past practice, (ii) neither Oxygen nor its Subsidiaries has taken any action that would if taken after the date of this Agreement require Carbon’s consent pursuant to Section 5.2(b), (c), (d), (f), (g), (i), (j), (k), (l), (m), (q), (s) or (t), (iii) neither Oxygen nor its Subsidiaries has engaged in any transaction or transactions (a “ Prohibited Transaction ”) that were not contemplated in the Oxygen Budget with the intent to artificially accelerate earnings recognition, artificially increase the carrying value of an asset or artificially decrease the carrying value of a liability and (iv) neither Oxygen nor its Subsidiaries has changed any practices, methodologies, policies or assumptions (any such change a “ Prohibited Practice ”) with the intent to artificially accelerate earnings recognition, artificially increase the carrying value of an asset or artificially decrease the carrying value of a liability.

3.9 Legal Proceedings .

(a) Neither Oxygen nor any of its Subsidiaries is a party to any, and there are no pending or, to Oxygen’s Knowledge, threatened, material Proceedings against Oxygen or any of its Subsidiaries or any of their current or former directors or executive officers (whether or not such Proceedings are currently being tolled).

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(b) There is no material injunction, order, judgment, decree, or regulatory restriction imposed upon Oxygen, any of its Subsidiaries or the assets of Oxygen or any of its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger, would apply to Carbon or any of its Subsidiaries).

3.10 Taxes and Tax Returns .

(a) Each of Oxygen and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither Oxygen nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of Oxygen and its Subsidiaries (whether or not shown as due on any Tax Returns) have been fully and timely paid. Each of Oxygen and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. The federal income Tax Returns of Oxygen and its Subsidiaries for all years to and including 2008 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired. Neither Oxygen nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Oxygen and its Subsidiaries or the assets of Oxygen and its Subsidiaries. Oxygen has Made Available to Carbon true and complete copies of any private letter ruling requests, opinions, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Oxygen nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Oxygen and its Subsidiaries, or any such agreement entered into in the ordinary course of business and that does not relate primarily to Taxes). Neither Oxygen nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Oxygen) or (B) has any Liability for the Taxes of any Person (other than Oxygen or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law), as a transferee or successor, by Contract or otherwise. Neither Oxygen nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Oxygen nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). At no time during the past five years has Oxygen been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Each of OneWest Bank Group LLC and OneWest Asset Management LLC is, and since the date of its formation has been, treated as an entity disregarded as separate from its owner pursuant to Treasury Regulation Section 301.7701-3 (and any similar provision of state or local Law).

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3.11 Employee Benefit Matters .

(a) Section 3.11(a) of the Oxygen Disclosure Schedule lists all material Oxygen Benefit Plans. For purposes of this Agreement, the “ Oxygen Benefit Plans ” shall mean all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity option, equity purchase, restricted equity, incentive, deferred compensation, welfare, retiree welfare, retirement supplemental retirement, termination, severance, retention, change-in-control, employment or other benefit plans, programs, contracts, agreements or arrangements to or with respect to which Oxygen or any Subsidiary or any trade or business of Oxygen or any of its Subsidiaries, whether or not incorporated, all of which together with Oxygen would be deemed a “single employer” within the meaning of Section 4001 of ERISA (a “ Oxygen ERISA Affiliate ”), is a party or has any current or future obligation or that are maintained, contributed to or sponsored by Oxygen or any of its Subsidiaries or any of their respective Oxygen ERISA Affiliates, in each case for the benefit of any current or former employee, officer, director or independent contractor of Oxygen or any of its Subsidiaries or any of their respective Oxygen ERISA Affiliates, but excluding any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

(b) Oxygen has heretofore Made Available to Carbon true and complete copies, as applicable, of (i) each material Oxygen Benefit Plan or, in the case of any material unwritten Oxygen Benefit Plan, a description of the material terms thereof, (ii) any trust agreements, insurance contracts or documents of any other funding arrangements related to any material Oxygen Benefit Plan, and such copies are true, correct and complete as of the date hereof, (iii) the Annual Reports (Form 5500 Series) and accompanying schedules for the each of the last two plan years, (iv) the current summary plan description and any modifications thereto for each material Oxygen Benefit Plan, (v) the annual financial and/or actuarial reports for each of the last two years, (vi) the most recent determination letter from the IRS, and (vii) all material correspondences with a Governmental Entity.

(c) Each Oxygen Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. No Proceedings with respect to any Oxygen Benefit Plan is pending or, to the Knowledge of Oxygen, threatened, other than routine claims for benefits incurred in the ordinary course of business, and, to the Knowledge of Oxygen, no set of circumstances exists that may give rise to any such Proceedings against the Oxygen Benefit Plans, any fiduciaries thereof with respect to their duties to the Oxygen Benefit Plans or the assets of any of the trusts under any of the Oxygen Benefit Plans. Neither Oxygen nor any of its Subsidiaries has taken any corrective action or made any filings under any voluntary correction program of the IRS, Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity with respect to any Oxygen Benefit Plan, and, to the Knowledge of Oxygen, no circumstances exist that would qualify for such corrective action. None of the Oxygen Benefit Plans is under audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity.

(d) Section 3.11(d) of the Oxygen Disclosure Schedule identifies each Oxygen Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “ Oxygen Qualified Plans ”). The IRS has issued a favorable determination letter with respect to

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each Oxygen Qualified Plan and the related trust, which letter has not been revoked (nor has revocation been threatened), and, to the Knowledge of Oxygen, there are no existing circumstances and, no events have occurred that could adversely affect the qualified status of any Oxygen Qualified Plan or the related trust or increase the costs relating thereto. No trust funding any Oxygen Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code.

(e) Each Oxygen Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, has (i) since March 19, 2009, been maintained and operated, in all material respects, in good faith compliance with Section 409A of the Code and IRS Notice 2005-1 and (ii) since March 19, 2009, been, in all material respects, in documentary and operational compliance with Section 409A of the Code. All options to purchase Common Interests have been granted with a per share exercise or reference price at least equal to the fair market value of the underlying equity on the date of grant, within the meaning of Section 409A of the Code.

(f) None of Oxygen and its Subsidiaries nor any of their respective Oxygen ERISA Affiliates has ever maintained, sponsored, contributed to or been obligated to contribute to (i) any plan that is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code , (ii) any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “ Multiemployer Plan ”), (iii) any plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “ Multiple Employer Plan ”) or (iv) any plan that provides for post-retirement medical, life insurance or other welfare-type benefits (other than as required by Section 4980B of the Code). None of Oxygen and its Subsidiaries nor any of their respective Oxygen ERISA Affiliates has incurred, nor do any circumstances exist that could result in, any liability (i) under Title IV or Section 302 of ERISA, (ii) under Sections 412, 430 or 4971 of the Code, (iii) as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or Multiple Employer Plan, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq . of ERISA and Section 4980B of the Code, or (v) under corresponding or similar provisions of foreign laws.

(g) All contributions required to be made to any Oxygen Benefit Plan under applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Oxygen Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of Oxygen in accordance with GAAP.

(h) None of Oxygen and its Subsidiaries nor any of their respective ERISA Affiliates nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could subject any of the Oxygen Benefit Plans or their related trusts, Oxygen, any of its Subsidiaries, any of their respective ERISA Affiliates or any person that Oxygen or any of its Subsidiaries has an obligation to indemnify, to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

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(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any current or former employee, officer, director or other service provider of Oxygen or any of its Subsidiaries, or result in any limitation on the right of Oxygen or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Oxygen Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by Oxygen or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither Oxygen nor any of its Subsidiaries maintains or contributes to a rabbi trust or similar funding vehicle, and the transactions contemplated by this Agreement will not cause or require Oxygen or any of its affiliates to establish or make any contribution to a rabbi trust or similar funding vehicle. No Oxygen Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code, or otherwise.

(j) Since January 1, 2011, there has been no pending or, to Oxygen’s Knowledge, threatened material labor grievances or material unfair labor practice claims or charges against Oxygen or any of its Subsidiaries, or any strikes or other material labor disputes against Oxygen or any of its Subsidiaries. As of the date hereof, neither Oxygen nor any of its Subsidiaries are party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Oxygen or any of its Subsidiaries and, to the Knowledge of Oxygen, there are no organizing efforts by any union or other group seeking to represent any employees of Oxygen or any of its Subsidiaries.

(k) Oxygen and its Subsidiaries have complied in all material respects with all applicable Laws regarding (i) employment, including employment practices, employee classification, labor relations, health and safety, wages, hours and terms and conditions of employment and fair labor standards and (ii) the payment and withholding of Taxes and other amounts in respect of their employment of current and former employees, officers, directors or other service providers of Oxygen and its Subsidiaries, and none of Oxygen or any of its Subsidiaries is liable for arrears of wages, taxes, penalties or other sums for failure to comply with such applicable Laws.

3.12 Compliance with Applicable Law .

(a) Oxygen and each of its Subsidiaries hold, and have at all times since January 1, 2011, held, all material licenses, franchises, permits and authorizations (“ Permits ”) necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), and, to the Knowledge of Oxygen, no suspension or cancellation of any such Permit is threatened. Since January 1, 2011 Oxygen and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable Law relating to Oxygen or any of its Subsidiaries, including without limitation all Laws related to data protection or privacy, the USA PATRIOT Act, the

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Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other Law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act.

(b) Without limitation, since January 1, 2011, none of Oxygen, or its Subsidiaries, or any director, officer, employee, agent or other Person acting on behalf of Oxygen or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Oxygen or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Oxygen or any of its Subsidiaries; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (iv) established or maintained any unlawful fund of monies or other assets of Oxygen or any of its Subsidiaries; (v) made any fraudulent entry on the books or records of Oxygen or any of its Subsidiaries; (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Oxygen or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Oxygen or any of its Subsidiaries or (vii) to the Knowledge of Oxygen, is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

(c) Since January 1, 2011, Oxygen and each of its Subsidiaries has properly administered all accounts for which Oxygen or any of its Subsidiaries acts as a fiduciary, including accounts for which Oxygen or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance with the terms of the governing documents and applicable Law in all material respects, and none of Oxygen or any of its Subsidiaries has received written notice of any failure to properly administer any accounts for which it acts as a fiduciary. Since January 1, 2011, none of Oxygen or any of its Subsidiaries, or any director, officer, or employee of Oxygen or its Subsidiaries, has committed any breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

(d) As of December 31, 2013, Oxygen and each insured depositary Subsidiary of Oxygen is “well-capitalized” (as that term is defined in the relevant regulation of the institution’s primary federal bank regulator), and the institution’s rating under the Community Reinvestment Act of 1997 is no less than “satisfactory.”

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3.13 Certain Contracts .

(a) Except as set forth in Section 3.13(a) of the Oxygen Disclosure Schedule, as of the date hereof, neither Oxygen nor any of its Subsidiaries is a party to or bound by any Contract:

(i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice;

(ii) which, upon the execution or delivery of this Agreement or the consummation of the transactions contemplated by this Agreement will result in any payment (whether of severance pay or otherwise) becoming due from Carbon, Oxygen, or any of their respective Subsidiaries to any officer or employee thereof;

(iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(iv) that contains a non-compete or client or customer non-solicit requirement that restricts the conduct of Oxygen or any of its Subsidiaries or following the Closing will restrict the conduct of Carbon or any of its Subsidiaries;

(v) that obligates Oxygen or its Subsidiaries, or following the Closing, Carbon or any of its Subsidiaries, to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” or similar covenants (other than any such Contracts that will not obligate Carbon or any of its Subsidiaries following the Closing (other than Oxygen and its Subsidiaries) or which are terminable by Oxygen or any of its Subsidiaries on sixty (60) days or less notice without any material required payment or other material conditions, other than the condition of notice);

(vi) with or to a labor union or guild (including any collective bargaining agreement);

(vii) that relates to the incurrence of indebtedness by Oxygen or any of its Subsidiaries in the principal amount of $1,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions;

(viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Oxygen or its Subsidiaries;

(ix) that relates to the acquisition or disposition of any assets or business with a book value or purchase price in excess of $10,000,000 (whether by merger, sale of stock, sale of assets or otherwise), excluding the acquisition or

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disposition of loans (which, for the avoidance of doubt, are addressed solely in Section 3.13(a)(x));

(x) that relates to the acquisition or disposition of any loan with a book value or purchase price in excess of $10,000,000, which acquisition or disposition is pending or is otherwise not reflected on the Oxygen Interim Unaudited Financial Statements;

(xi) that is a loss share agreement with the FDIC (a “ Loss Share Agreement ”) or any other Contract with the FDIC with rights or Liabilities that are material in respect of the transactions between Oxygen and its Subsidiaries, on the one hand, and the FDIC, on the other hand, in respect of (1) IndyMac Bank F.S.B., (2) La Jolla Bank, FSB or (3) First Federal Bank of California, F.S.B. (collectively with the Loss Share Agreements, the “ FDIC Agreements ”);

(xii) that is a Contract with Fannie Mae or Freddie Mac that is material in respect of the relationship between Oxygen and its Subsidiaries, on the one hand, and Fannie Mae or Freddie Mac, on the other hand (collectively, the “ GSE Agreements ”);

(xiii) that is a Contract with Ginnie Mae, HUD, the USDA, the VA or any other federal or state Governmental Entity that insures or guarantees residential mortgage Loans and/or residential mortgage backed securities (each a “ Governmental Insurer ”);

(xiv) with respect to the performance by Oxygen or its Subsidiaries of Loan servicing with any outstanding obligations that are material to Oxygen and its Subsidiaries (the “ Servicing Agreements ”);

(xv) that obligates Oxygen or any of its Subsidiaries to indemnify or hold harmless any director or executive officer of Oxygen or any of its Subsidiaries (other than the organizational documents of Oxygen or its Subsidiaries);

(xvi) that involved the payment of more than $1,000,000 by Oxygen and its Subsidiaries in the twelve month period ending July 30, 2014 or that is expected to in the twelve month period ending December 31, 2014 (other than any such Contracts which are terminable by Oxygen or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other material conditions, other than the condition of notice);

(xvii) that is a settlement agreement other than (A) releases immaterial in nature or amount entered into in the ordinary course of business with the former employees of Oxygen or its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment or (B) agreements the performance of which does not involve any payment after June 30, 2014 and does not impose any injunctive or other similar restrictions on Oxygen or its Subsidiaries;

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(xviii) that (A) grants Oxygen or one of its Subsidiaries any right to use any material Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software), (B) permits any third person to use, enforce or register any material Intellectual Property owned by Oxygen or its Subsidiaries (other than non-exclusive licenses to end-users or customers in the ordinary course of business) or (C) restricts the right of Oxygen or one of its Subsidiaries to use or register any material Intellectual Property owned by Oxygen or its Subsidiaries; or

(xix) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or the formation, creation or operation, management or control of any material partnership or joint venture with any third party.

Each Contract of the type described in this Section 3.13(a), whether or not set forth in the Oxygen Disclosure Schedule, is referred to herein as an “ Oxygen Contract. ” Oxygen has Made Available to Carbon prior to the date of this Agreement a complete and correct copy of each Oxygen Contract, including all amendments, modifications and supplements thereto as in effect on the date of this Agreement.

(b) Each Oxygen Contract is in full force and effect and is valid and binding on Oxygen or one of its Subsidiaries, as applicable, and to Oxygen’s Knowledge the other parties thereto, enforceable against Oxygen and its subsidiaries and, to Oxygen’s Knowledge, the other parties thereto in accordance with its terms, except as may be limited by the Enforceability Exceptions. Neither Oxygen nor any of its Subsidiaries is, nor, to Oxygen’s Knowledge, is any other party, in breach, default or violation (and no event has occurred or not occurred through Oxygen’s or any of its Subsidiaries’ action or inaction or, to Oxygen’s Knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Oxygen Contract. There are no disputes pending or, to Oxygen’s Knowledge, threatened with respect to any Oxygen Contract and neither Oxygen nor any of its Subsidiaries has received any written notice of the intention of any other party to an Oxygen Contract to terminate for default, convenience or otherwise any Oxygen Contract, nor to Oxygen’s Knowledge, is any such party threatening to do so.

3.14 Agreements with Regulatory Agencies .

(a) Except for (a) the Consent Order for Oxygen, dated March 21, 2014, (b) the Consent Order for Oxygen Bank, dated March 6, 2014 and (c) the related Consent Orders for Oxygen and Oxygen Bank dated April 13, 2011 (the “ Consent Orders ”), neither Oxygen nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2011, a recipient of any supervisory letter from, or since January 1, 2011, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital

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adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Oxygen Disclosure Schedule, an “ Oxygen Regulatory Agreement ”), nor has Oxygen or any of its Subsidiaries been advised since January 1, 2011, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Oxygen Regulatory Agreement. Except as set forth on Section 3.14 of the Oxygen Disclosure Schedule, as of the date of this Agreement, Oxygen and its Subsidiaries have completed all actions (other than the completion of internal audits) required under the Consent Orders.

(b) Except as set forth in Section 3.14(b) of the Oxygen Disclosure Schedule, neither Oxygen nor any of its Subsidiaries has been ordered to pay any civil monetary penalty by any Regulatory Agency or other Governmental Entity, nor have Oxygen or any of its Subsidiaries been advised by any Regulatory Agency or other Governmental Entity that it is considering ordering any civil monetary penalty.

3.15 Risk Management Instruments . All interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions, whether entered into for the account of Oxygen, any of its Subsidiaries or for the account of a customer of Oxygen or one of its Subsidiaries, were entered into in the ordinary course of business and, in all material respects, in accordance with applicable rules, regulations and policies of any Regulatory Agency with competent jurisdiction and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Oxygen or one of its Subsidiaries enforceable in accordance with their terms except as may be limited by the Enforceability Exceptions, and are in full force and effect. Oxygen and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to Oxygen’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

3.16 Environmental Liability .

(a) Except as has not had and would not, individually or in the aggregate, reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole, (i) Oxygen and its Subsidiaries are in compliance with, and since January 1, 2011 have complied with, all applicable Environmental Laws; (ii) there are no Proceedings seeking to impose, or that could reasonably result in the imposition, on Oxygen or any of its Subsidiaries of any Liability or obligation arising under any Environmental Law, or to the Knowledge of Oxygen, pending or threatened against Oxygen; (iii) Oxygen is not subject to any agreement, order, judgment, decree, by or with any court, governmental authority, regulatory agency or third party imposing any Liability or obligation with respect to Environmental Laws; (iv) to the Knowledge of Oxygen, no Hazardous Substance is present at, on, in or under any property currently or formerly owned or leased by Oxygen or its Subsidiaries that could reasonably result in the imposition, on Oxygen or any of its Subsidiaries of any Liability or obligation arising under any applicable Environmental Law; and (v) neither Oxygen nor any of its Subsidiaries has assumed by contract, undertaken or provided an indemnity with respect to or otherwise become subject to any Liability of any other Person specifically relating to any Environmental Law or concerning Hazardous Substances.

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(b) Oxygen has Made Available to Carbon copies of all environmental reports, studies and assessments prepared within the past five years that are in the possession or under the reasonable control of Oxygen or its Subsidiaries pertaining to Releases or compliance with, or Liabilities under, Environmental Laws, in each case with respect to Owned Real Property or real property leased pursuant to a Real Property Lease and that individually, or in the aggregate, would reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole.

3.17 Investment Securities and Commodities .

(a) Each of Oxygen and its Subsidiaries has good title to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Lien (other than Permitted Encumbrances) except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of Oxygen or its Subsidiaries.

(b) Oxygen and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures that Oxygen believes are prudent and reasonable in the context of such businesses.

3.18 Property .

(a) Oxygen has good, valid, and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the business of Oxygen and its Subsidiaries free and clear of any Liens, except Permitted Encumbrances. The material tangible personal property currently used in the operation of the business of Oxygen and its Subsidiaries is in good working order (reasonable wear and tear excepted).

(b) Section 3.18(b) of the Oxygen Disclosure Schedule sets forth a list of all real properties that are the subject of a Real Property Lease as of the date hereof. Each of the lease agreements for real property to which Oxygen or any of its Subsidiaries is bound or which relates to real property operated or utilized by Oxygen or any of its Subsidiaries (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, individually, a “ Real Property Lease ”) are in full force and effect and, to Oxygen’s Knowledge, are enforceable against the landlord which is party thereto in accordance with its terms (except as enforcement may be limited by the Enforceability Exceptions), and there are no material defaults or events of default (or any event that with notice or lapse of time or both would become a material default or event of default) on the part of Oxygen or any of its Subsidiaries, and to Oxygen’s Knowledge, by any other party, under such lease agreements. Oxygen’s or its Subsidiaries’ possession and quiet enjoyment of the leased real property under such Real Property Lease has not been disturbed, and to Oxygen’s Knowledge, there are no disputes with respect to any such Real Property Lease, except for such disturbances or disputes that, individually or in the aggregate, would not reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole.

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(c) Section 3.18(c) of the Oxygen Disclosure Schedule sets forth a list of all real property owned by Oxygen and its Subsidiaries (“ Owned Real Property ”). Oxygen or one of its Subsidiaries has valid and marketable title to the Owned Real Property, including all appurtenances thereto and fixtures thereon, free and clear of any and all Liens except Permitted Encumbrances. There is no purchase right, purchase option, right of first refusal or right of first offer with respect to the Owned Real Property or any portion thereof. There are no pending or, to Oxygen’s Knowledge, threatened condemnation proceedings against any Owned Real Property.

3.19 Intellectual Property .

(a) Section 3.19(a) of the Oxygen Disclosure Schedule sets forth, in each case as of the date hereof, an accurate and complete list of all: United States and foreign issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, and Internet domain names owned by Oxygen or any of its Subsidiaries (the foregoing being, collectively, the “ Oxygen Registered Intellectual Property ”). No registrations or applications for material Oxygen Registered Intellectual Property have expired or been canceled or abandoned except in accordance with the expiration of the term of such rights or in the ordinary course of business.

(b) Except as set forth on Section 3.19(b) of the Oxygen Disclosure Schedule, Oxygen and its Subsidiaries own all right, title, and interest to, or otherwise have a valid and enforceable right to use all Intellectual Property necessary for or used in the conduct of the business of Oxygen and its Subsidiaries as currently conducted, except as would not reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole. All material Intellectual Property owned by Oxygen and its Subsidiaries is owned free and clear of all Liens (except for Permitted Encumbrances).

(c) The conduct of the business of Oxygen and its Subsidiaries as currently conducted does not infringe, violate or constitute misappropriation of any Intellectual Property of any third Person except for such infringements, violations and misappropriations that, individually or in the aggregate, would not reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole.

(d) To the Knowledge of Oxygen, no third Person is infringing, violating, or misappropriating any material Intellectual Property owned by Oxygen or its Subsidiaries. There is no (i) pending claim or (ii) asserted claim in writing (including any “cease and desist” letters and invitations to license) that Oxygen or any Subsidiary has infringed, violated or misappropriated, or is infringing or violating any Intellectual Property rights of any third Person, except for such claims that, if adversely determined, would not reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole.

(e) Oxygen and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of the material Trade Secrets of Oxygen and its Subsidiaries and third party confidential information provided to Oxygen or any Subsidiary that Oxygen or such Subsidiary is obligated to maintain in confidence.

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3.20 Related Party Transactions . Except as set forth in Section 3.20 of the Oxygen Disclosure Schedule, there are no transactions or series of related transactions, Contracts, arrangements or understandings, nor are there any currently proposed transactions or series of related transactions, between Oxygen or any of its Subsidiaries, on the one hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of Oxygen or any of its Subsidiaries or any Oxygen Holder (or any of such Person’s immediate family members or Affiliates) on the other hand, except those of a type available to employees of Oxygen or its Subsidiaries generally.

3.21 State Takeover Laws . The Board of Directors of Oxygen has taken all actions that may be required to render inapplicable to this Agreement and the transactions contemplated hereby any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” Law (any such Laws, “ Takeover Statutes ”). No Takeover Statutes will prohibit, restrict or impair the performance of Oxygen’s obligations under this Agreement.

3.22 Oxygen Information . The information relating to Oxygen and its Subsidiaries which is provided by Oxygen or its representatives for inclusion in any document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

3.23 Loan Matters .

(a) Each Oxygen Loan originated by Oxygen and its Subsidiaries and, to the Knowledge of Oxygen, each other Oxygen Loan has been solicited and originated and, during the period of time such Oxygen Loan was originated, held or serviced by Oxygen or its Subsidiaries, was administered and serviced, and the relevant loan files were maintained, in all material respects in accordance with the relevant Loan documents, the underwriting standards of the originating bank and, in the case of such Oxygen Loans held for resale to investors, the underwriting standards, if any, of the applicable investors and with all applicable requirements of Law, applicable GSE Requirements, Governmental Insurer Requirements and Investor/Insurer Requirements.

(b) Except as set forth in Section 3.23(a)(i) of the Oxygen Disclosure Schedule, Oxygen is not bound by an agreement pursuant to which Loans or pools of Loans or participations in Loans have been sold that contains any obligation of Oxygen or any of its Subsidiaries to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Section 3.23(b) of the Oxygen Disclosure Schedule sets forth a true and correct report as regarding the current status of (A) repurchase requests received by Oxygen or any of its Subsidiaries to repurchase any Loan or interests therein serviced by Financial Freedom, and (B) Oxygen’s and its Subsidiaries’ reserves in respect of potential repurchase requests to repurchase any Loan or interests therein, in each case by any GSE, Governmental Insurer, private mortgage insurer or investor.

(c) Each of Oxygen and its Subsidiaries, as applicable, is approved by and is in good standing: (i) as a supervised mortgagee by HUD to originate and service Title I FHA

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mortgage Loans; (ii) by the VA to originate and service VA Loans; (iii) as a seller/servicer by Fannie Mae and Freddie Mac and (iv) by Ginnie Mae to issue mortgage backed securities.

(d) None of Oxygen or any of its Subsidiaries is now nor has been since January 1, 2011 subject to any material fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any Loan purchase commitment from, any GSE or Governmental Insurer relating to the origination, sale or servicing of mortgage or consumer Loans. Oxygen has not received any written notice, nor does it have any reason to believe, that any GSE proposes to limit or terminate the underwriting authority of Oxygen and its Subsidiaries or to increase the guarantee fees payable to any GSE or Governmental Insurer.

(e) Since March 19, 2009, except as would not reasonably be expected to be, individually or in the aggregate, material to Oxygen or its Subsidiaries, taken as a whole, each of Oxygen and its Subsidiaries has been in compliance with all applicable federal, state and local Laws, rules and regulations and related regulatory guidance, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all GSE Requirements, Governmental Insurer Requirements and Investor/Insurer Requirements.

(f) Each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Oxygen, acquired by Oxygen or any of its Subsidiaries (a “ Pool ”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors.

(g) Each Oxygen Loan that is a mortgage Loan or reverse mortgage Loan is evidenced by a mortgage note or other valid and enforceable documentation and is duly secured by a valid first lien or subordinate lien on the related mortgaged property, in each case, on such forms and with terms that comply with applicable Law. Each such mortgage note and the related mortgage is genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions.

(h) The Advances, net of reserves, are valid and subsisting amounts owing to Oxygen and its applicable Subsidiary and are carried on the books of Oxygen or the applicable Subsidiary at values determined in accordance with GAAP, and are not subject to setoffs or claims arising from acts or omissions of Oxygen or any of its Subsidiaries. No GSE, Governmental Insurer, private mortgage insurer or investor has claimed any defense, offset or counterclaim to repayment of any Advance that is pending.

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3.24 Loan Portfolio .

(a) As of December 31, 2013, none of Oxygen or its Subsidiaries is a party to a Loan, including any Loan guaranty, with any director, executive officer or 5% Oxygen Holder or any Affiliate of any of the foregoing other than as disclosed on 3.24(a) of the Oxygen Disclosure Schedule. All Loans that have been made by Oxygen or its Subsidiaries that are subject to Section 22(h) of the Federal Reserve Act, as amended, or to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215) comply therewith.

(b) Section 3.24(b) of the Oxygen Disclosure Schedule sets forth a listing, as of December 31, 2013, by account (and specifying for any such Loan the Loss Share Agreement, if any, to which it is subject) of: (A) all Oxygen Loans (including participations) with an unpaid principal balance of $10 million or more that have been accelerated by Oxygen or its Subsidiaries during the past twelve months; (B) all Loan commitments or lines of credit of Oxygen and its Subsidiaries in an amount of $10 million or more that have been terminated by Oxygen or its Subsidiaries during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified Oxygen or its Subsidiaries during the past twelve months of, or has asserted against Oxygen, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Oxygen, each borrower, customer or other party which has given Oxygen or its Subsidiaries any oral notification of, or orally asserted to or against Oxygen or any of its Subsidiaries, any such claim; (D) all Oxygen Loans, (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder or (4) where a specific reserve allocation exists in connection therewith; and (E) all assets classified by Oxygen and its Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

(c) Section 3.24(c) of the Oxygen Disclosure Schedule sets forth a listing, as of the dates set forth therein, by account (and specifying for any such Loan the Loss Share Agreement, if any, to which it is subject) of all Oxygen Loans where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms.

(d) Oxygen has previously Made Available to Carbon, certain files on which information regarding the Oxygen Loans is recorded (the “ Tapes ”). The information contained in the Tapes is true and accurate in all material respects as of the date specified therein.

(e) Oxygen has previously Made Available to Carbon a copy of the Oxygen Bank N.A. SFR Asset Management March 2013 Loss Share Review Report dated June 27, 2014 (the “ Loss Share Review ”). The information contained in the Loss Share Review is true and accurate in all material respects as of June 27, 2014. To the Knowledge of Oxygen, neither

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Oxygen nor any of its Subsidiaries has been underpaid or overpaid any amounts under the Loss Share Agreements that have not otherwise been corrected. Section 3.24(e) of the Oxygen Disclosure Schedule set forth a true and correct report regarding the status as of June 30, 2014 of all claims for indemnification or, in the case of the FDIC Agreements, reimbursement that have been submitted by Oxygen or its Subsidiaries pursuant to any of the FDIC Agreements (other than the Loss Share Agreements) or GSE Agreements that have not been paid in full in the ordinary course, including the corresponding dollar amount of each such claim.

3.25 Insurance . Section 3.25 of the Oxygen Disclosure Schedule lists each material insurance policy maintained by or on behalf of Oxygen and its Subsidiaries as of the date hereof and a true and complete copy of each such policy has been Made Available to Carbon prior to the date hereof. All premiums due in respect of such insurance policies have been paid in full. All of such insurance policies are in full force and effect, and neither Oxygen nor any Subsidiary is in material default with respect to any of its obligations under any of such insurance policies. To the Knowledge of Oxygen, as of the date of this Agreement, (i) there is no threatened termination of, or threatened material premium increase with respect to, any of such policies other than increases in connection with Oxygen’s annual renewal process and (ii) there is no material claim pending regarding Oxygen or any of its Subsidiaries under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.

3.26 Reorganization . Oxygen has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Article IV

REPRESENTATIONS AND WARRANTIES OF CARBON AND MERGER SUB

Except (i) as Previously Disclosed by Carbon or (ii) as disclosed in any Carbon Reports publicly filed under Sections 13(a), 14(a) or 15(d) of the Exchange Act by Carbon with the SEC since December 31, 2013, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Carbon and Merger Sub hereby represent and warrant to Oxygen as follows:

4.1 Corporate Organization .

(a) Carbon is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and is a bank holding company and financial holding company duly registered under the BHC Act and meets applicable requirements for qualification as such. Carbon has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Carbon is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or

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qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Carbon.

(b) Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

4.2 Capitalization .

(a) The authorized capital stock of Carbon consists of 600,000,000 shares of Carbon Common Stock (par value $0.01 per share) and 100,000,000 shares of preferred stock (par value $0.01 per share). As of June 30, 2014 there are (a) no shares of preferred stock issued or outstanding, (b) 203,092,918 shares of Carbon Common Stock issued and outstanding, which number includes 2,965,280 restricted shares of Carbon Common Stock granted under a Carbon Stock Plan (a “ Carbon Restricted Stock Award ”), (c) 17,447,692 shares of Carbon Common Stock held in treasury, (d) 59,095 shares of Carbon Common Stock reserved for issuance upon the exercise of options granted by Carbon to purchase shares of Carbon Common Stock under a Carbon Stock Plan (as defined below) (“ Carbon Stock Options ”), (e) 2,338,561 shares of Carbon Common Stock reserved for issuance upon the vesting of restricted stock units or performance share units granted under a Carbon Stock Plan (“ Carbon Restricted Stock Units ”), assuming in the case of performance share units that performance goals are satisfied at target levels and (f) no other shares of capital stock or other voting securities of Carbon issued, reserved for issuance or outstanding. For purposes of this Agreement, the “ Carbon Stock Plans ” means the Carbon Amended and Restated Long-Term Incentive Plan. All of the issued and outstanding shares of Carbon Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal Liability attaching to the ownership thereof.

(b) The Stock Consideration Amount has been duly authorized. At the Effective Time, the Stock Consideration Amount will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal Liability attaching to the ownership thereof.

4.3 Authority; No Violation .

(a) Each of Carbon and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the approval of the Bank Merger Agreement by the board of directors of Carbon Bank. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of Carbon and Merger Sub, as applicable. Carbon, as the sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated by this Agreement. No other corporate proceedings on the part of Carbon or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Carbon and Merger Sub and (assuming due

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authorization, execution and delivery by Oxygen) constitutes a valid and binding obligation of Carbon and Merger Sub, enforceable against Carbon and Merger Sub in accordance with its terms, except as may be limited by the Enforceability Exceptions.

(b) Neither the execution and delivery of this Agreement by Carbon or Merger Sub, nor the consummation by Carbon or Merger Sub of the transactions contemplated hereby, nor compliance by Carbon or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation of Carbon or Bylaws or Merger Sub’s Certificate of Formation or Limited Liability Company Agreement or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Law applicable to Carbon, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Carbon or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Carbon or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii)(y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Carbon.

4.4 Consents and Approvals . Except for (i) the filing of applications and notices, as applicable, with the NYSE, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the Federal Reserve Board under the BHC Act, (2) the FDIC under the Bank Merger Act, (3) the OCC, and approval of the foregoing applications, filings and notices, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DLLCA, (iv) the filing of the Bank Merger Certificates, and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Carbon Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Carbon and Merger Sub of this Agreement or (B) the consummation by Carbon and Merger Sub of the Merger, the Bank Merger and the other transactions contemplated hereby.

4.5 Reports . Carbon and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 with any Regulatory Agencies, including, without limitation, any report, registration or statement required to be filed pursuant to the Laws of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Carbon and its Subsidiaries, no Regulatory Agency has initiated or has pending any Proceeding or, to the Knowledge of Carbon, investigation into the business or operations of Carbon or any of its Subsidiaries since January 1, 2011. There (i) is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Carbon or any of its Subsidiaries and (ii) has been no formal or

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informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Carbon or any of its Subsidiaries since January 1, 2011.

4.6 Financial Statements .

(a) The financial statements of Carbon and its Subsidiaries included (or incorporated by reference) in the Carbon Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Carbon and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Carbon and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount) and (iii) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Carbon and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, PricewaterhouseCoopers LLP has not resigned (or informed Carbon that it intends to resign) or been dismissed as independent public accountants of Carbon as a result of or in connection with any disagreements with Carbon on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b) Neither Carbon nor any of its Subsidiaries have any material Liability, except for (i) those Liabilities that are fully reflected or reserved against on the consolidated balance sheet of Carbon included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (including any notes thereto), (ii) Liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2014, or (iii) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby. None of Carbon or any of its Subsidiaries is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K.

(c) The records, systems, controls, data and information of Carbon and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Carbon or its Subsidiaries or accountants (including all means of access thereto and therefrom) except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Carbon’s system of internal controls over financial reporting. Carbon (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Carbon, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Carbon by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Carbon’s outside auditors and the audit committee of Carbon’s Board of Directors (i) any significant deficiencies and material weaknesses in the

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design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Carbon’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Carbon’s internal controls over financial reporting. These disclosures were made in writing by management to Carbon’s auditors and audit committee and a copy has previously been made available to Oxygen.

(d) Since January 1, 2011, (i) neither Carbon nor any of its Subsidiaries, nor, to the Knowledge of Carbon, any director, officer, auditor, accountant or representative of it or any of its Subsidiaries, have received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Carbon or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Carbon or any of its Subsidiaries has engaged in questionable accounting or auditing practices, procedures, or methodologies (including with respect to loan loss and other reserves, write-downs, charge-offs and accruals), and (ii) to the Knowledge of Carbon, no attorney representing Carbon or any of its Subsidiaries, whether or not employed by Carbon or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Carbon or any of its officers, directors, employees or agents to the Board of Directors of Carbon or any committee thereof or to any director or officer of Carbon.

4.7 Broker’s Fees . With the exception of the engagement of J.P. Morgan Securities LLC, neither Carbon nor any of its Subsidiaries nor any of their respective officers or directors have employed any broker, finder or financial advisor or incurred any Liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

4.8 Absence of Certain Changes or Events .

(a) Since December 31, 2013 through the date hereof, no fact, change, event, occurrence, condition or development has occurred that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Carbon.

(b) Since December 31, 2013 through the date hereof, Carbon and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

4.9 Legal Proceedings .

(a) Neither Carbon nor any of its Subsidiaries is a party to any, and there are no pending or, to Carbon’s Knowledge, threatened, material Proceedings against Carbon or any of its Subsidiaries or any of their current or former directors or executive officers (whether or not such Proceedings are currently being tolled).

(b) There is no material injunction, order, judgment, decree, or regulatory restriction imposed upon Carbon, any of its Subsidiaries or the assets of Carbon or any of its

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Subsidiaries (or that, upon consummation of the Merger or the Bank Merger, would apply to Carbon or any of its Subsidiaries).

4.10 Compliance with Applicable Law .

(a) Carbon and each of its Subsidiaries hold, and have at all times since January 1, 2011, held, all material Permits necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), and, to the Knowledge of Carbon, no suspension or cancellation of any such Permit is threatened. Since January 1, 2011, Carbon and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable Law relating to Carbon or any of its Subsidiaries, including without limitation all Laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other Law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act.

(b) Without limitation, since January 1, 2011, none of Carbon, or its Subsidiaries, or any director, officer, employee, agent or other Person acting on behalf of Carbon or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Carbon or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Carbon or any of its Subsidiaries; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (iv) established or maintained any unlawful fund of monies or other assets of Carbon or any of its Subsidiaries; (v) made any fraudulent entry on the books or records of Carbon or any of its Subsidiaries; (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Carbon or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Carbon or any of its Subsidiaries or (vii) to the Knowledge of Carbon, is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

(c) Since January 1, 2011, Carbon and each of its Subsidiaries has properly administered all accounts for which Carbon or any of its Subsidiaries acts as a fiduciary, including accounts for which Carbon or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance

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with the terms of the governing documents and applicable Law in all material respects, and none of Carbon or any of its Subsidiaries has received notice of any failure to properly administer any accounts for which it acts as a fiduciary. Since January 1, 2011, none of Carbon or any of its Subsidiaries, or any director, officer, or employee of Carbon or its Subsidiaries, has committed any breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

(d) As of December 31, 2013, Carbon and each insured depositary Subsidiary of Carbon is “well-capitalized” (as that term is defined in the relevant regulation of the institution’s primary federal bank regulator), and the institution’s rating under the Community Reinvestment Act of 1997 is no less than “satisfactory.”

4.11 Agreements with Regulatory Agencies .

(a) Neither Carbon nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil monetary penalty by, or has been since January 1, 2011, a recipient of any supervisory letter from, or since January 1, 2011, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Carbon Disclosure Schedule, a “ Carbon Regulatory Agreement ”), nor has Carbon or any of its Subsidiaries been advised since January 1, 2011, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Carbon Regulatory Agreement.

(b) Except as set forth in Section 4.11(b) of the Carbon Disclosure Schedule, neither Carbon nor any of its Subsidiaries has been ordered to pay any civil monetary penalty by any Regulatory Agency or other Governmental Entity, nor have Carbon or any of its Subsidiaries been advised by any Regulatory Agency or other Governmental Entity that it is considering ordering any civil monetary penalty

4.12 Available Funds . As of the Closing, Carbon will have sufficient funds available to it to deliver the Aggregate Cash Consideration.

4.13 Reorganization . Carbon has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

4.14 Carbon Information . The information relating to Carbon and its Subsidiaries which is provided by Carbon or its representatives for inclusion in any document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

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Article V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1 Conduct of Business Prior to the Effective Time . During the period from the date of this Agreement to the Effective Time, except as expressly required or permitted by this Agreement, or as required by applicable Law, or with the prior written consent of Carbon, Oxygen shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course and (b) use reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with regulators, customers, suppliers, employees, licensors and licensees and other third parties. Subject to the terms and conditions of this Agreement, including Section 6.1, during the period from the date of this Agreement to the Effective Time, Oxygen and Carbon shall use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable and, except as expressly required or permitted by this Agreement, or as required by applicable Law, or with the prior written consent of the other party, Oxygen and Carbon shall, and shall cause each of its Subsidiaries to take no action that is intended to or would reasonably be expected to result in the failure of any of the conditions set forth in Article VII.

5.2 Oxygen Forbearances . During the period from the date of this Agreement to the Effective Time, except (x) as required by applicable Law, (y) as expressly required or permitted by this Agreement or (z) as set forth in Section 5.2 of the Oxygen Disclosure Schedule, Oxygen shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Carbon (which, other than in the case of clauses (b), (c) (solely as such clause (c) relates to assets under the IndyMac Bank, F.S.B. Loss Share Agreement), (d), (e) (solely as such clause (e) relates to FDIC Agreements and GSE Agreements), (f), (g), (i), (j), (k), (l), (m), (n), (p), (q), (r) (s), (t) or, solely in respect of each of the foregoing, (u) below, shall not be unreasonably withheld or delayed):

(a) other than in the ordinary course of business consistent with past practice, incur any indebtedness, for borrowed money (other than indebtedness of Oxygen or any of its wholly owned Subsidiaries to Oxygen or any of its Subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (other than Oxygen or any of its Subsidiaries);

(b) (i) adjust, split, combine or reclassify any limited liability company interests or other equity interests;

(i) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its limited liability company interests, other equity interests, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its limited liability company interests or other equity interests except any

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dividends paid by any of the Subsidiaries of Oxygen to Oxygen or any of its wholly owned Subsidiaries;

(ii) (A) issue, grant, sell or otherwise permit to become outstanding, or authorize the issuance of, any additional limited liability company interests or other equity interests or securities convertible or exchangeable into, or exercisable for, any limited liability company interests or other equity interests or any equity-based awards or interests or other rights of any kind to acquire any limited liability company interests or other equity interests, except pursuant to the exercise or settlement of options to purchase Common Interests, Oxygen Converted Common Interests or Oxygen Profits Interests outstanding as of the date hereof, in each case in accordance with their terms or Section 6.5(b), or (B) enter into any Contract, understanding or arrangement with respect to the sale or voting of its limited liability company interests, other equity interests or other securities;

(c) sell, transfer, pledge, lease grant, license, mortgage, assign, encumber or otherwise dispose of (including by merger) any of its material properties or assets (other than any assets subject to the IndyMac Bank, F.S.B. Loss Share Agreement) to any Person other than a wholly owned Subsidiary, in each case except in the ordinary course of business consistent with past practice (including non-exclusive licenses to end-users or customers), or for Permitted Liens, or cancel, release or assign any material indebtedness to any such Person or any claims held by any such Person;

(d) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise, but excluding by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business consistent with past practice) any other Person, other than a wholly owned subsidiary of Oxygen, or make any material investment in (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) any other Person or property or assets of any other Person, in each case other than a wholly owned Subsidiary of Oxygen;

(e) terminate any Oxygen Contract or amend, waive, or fail to use reasonable best efforts to enforce any material provision of, any Oxygen Contract, in each case except in the ordinary course of business consistent with past practice (other than a FDIC Agreement or GSE Agreement), or enter into any Contract that would constitute an Oxygen Contract if it were in effect on the date of this Agreement or renew any Oxygen Contract other than any Contract which is terminable by Oxygen or its Subsidiaries on sixty (60) days or less notice without any required material payment or other conditions, other than the condition of notice; provided that this Section 5.2(e) shall not restrict the entry into any Oxygen Contract (other than a FDIC Agreement or GSE Agreement) that relates to (i) the incurrence of indebtedness permitted to be incurred pursuant to Section 5.2(a) or (ii) any settlement of a Proceeding permitted pursuant to Section 5.2(g);

(f) except as required by an Oxygen Benefit Plan as in effect on the date hereof or as required by applicable Law or this Agreement, (i) become a party to, enter into

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(other than entry into offer letters in the ordinary course of business consistent with past practice that does not conflict with any other provision of this Section 5.2(f) (for the avoidance of doubt, including providing rights to severance or change-in-control compensation or benefits)), adopt, materially amend or terminate (or commit to become a party to, enter into, adopt, materially amend or terminate) any Oxygen Benefit Plan (or arrangement that had it existed as of the date hereof, would have been an Oxygen Benefit Plan), (ii) increase in any manner the compensation or benefits payable to any current or former director, employee or other service provider of Oxygen or any of its Subsidiaries or pay any amounts to any such individual not otherwise due, other than increases in the ordinary course of business consistent with past practice (A) of 2% or less in the aggregate base salaries (and corresponding increases in target bonuses occurring solely as a result of such increases in base salaries) payable to current employees of Oxygen or its Subsidiaries whose annual target compensation is less than $500,000 or (B) of 5% or less in annual base salary (and corresponding increases in target bonuses occurring solely as a result of such increases in base salaries) payable to any current employee of Oxygen or its Subsidiaries whose annual target compensation is less than $500,000 in connection with the promotion of such employee in the ordinary course of business consistent with past practice and provided that such increase does not raise such employee’s annual target compensation above $500,000, (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than the determination and payment of annual bonuses in respect of Oxygen’s 2014 fiscal year in the ordinary course consistent with past practice and the terms of the applicable bonus programs with the aggregate amount of such bonuses not to exceed an annualized amount calculated at the same accrual rate for such bonuses reflected in the Oxygen Audited Interim Financial Statements, which amount is set forth on Section 5.2(f)(iii) of the Oxygen Disclosure Schedule and which accrual is determined in the ordinary course of business consistent with past practice, (iv) grant or accelerate the vesting of any compensation or benefits for the benefit of any current or former employee, officer, director or other service provider of Oxygen or any of its Subsidiaries, (v) enter into any collective bargaining agreement or similar labor agreement, (vi) provide any funding for any rabbi trust or similar arrangement, or take any action to fund or in any other way secure the payment of any compensation or benefits, or (vii) hire or terminate (other than for cause) the employment of any individual with annual target compensation in excess of $500,000;

(g) commence, settle or compromise any Proceeding, except for (i) any settlement (A) involving only monetary remedies with a value not in excess of $1 million, with respect to any individual Proceeding or $5 million, in the aggregate (in excess of, in each case, any settlement payments that are actually recovered from trusts or other third parties or reserves in respect thereof to the extent reflected in the Oxygen Unaudited Financial Statements), subject to prior consultation with Carbon and (B) that is not otherwise reasonably likely to be material to Oxygen and its Subsidiaries (or following the Closing, Carbon and its Subsidiaries) and (ii) the commencement of any Proceeding in the ordinary course of business consistent with past practice;

(h) waive or release any rights or claims material to Oxygen and its Subsidiaries or agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations in any material respect;

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(i) amend its Organizational Documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly owned Subsidiaries);

(j) except as contemplated by the forecast Made Available to Carbon, restructure or make any material change to its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in a manner that is not consistent with Oxygen’s existing investment policy previously Made Available to Carbon;

(k) implement or adopt any material change in its accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP;

(l) enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies or expand its SBA 7A program, except, in each case, as required by applicable Law or as requested by any Governmental Entity;

(m) make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans or (ii) its hedging practices and policies, except, in each case, as required by applicable Law or as requested by any Governmental Entity;

(n) (i) except for Loans or commitments for Loans that have been approved by Carbon prior to the date of this Agreement, without prior consultation with Carbon, (1) make or acquire any individual Loan or issue a commitment (or renew or extend an existing commitment) for any individual Loan if under Oxygen’s credit policies previously Made Available to Carbon such Loan or commitment would require the approval of the Oxygen Board of Directors or (ii) without prior consultation with Carbon, enter into agreements relating to, or consummate purchases or sales of, whole individual Loans if under Oxygen’s credit policies previously Made Available to Carbon such action would require the approval of the Oxygen Board of Directors;

(o) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility of it or its Subsidiaries or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities;

(p) make any capital expenditure in excess of $2,500,000 individually or $10,000,000 in the aggregate;

(q) materially reduce the amount of insurance coverage or fail to renew or replace any material existing insurance policies;

(r) terminate or allow to lapse any Permit or amend a Permit in a manner that materially adversely impacts the ability to conduct its business;

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(s) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(t) take any action or knowingly fail to take any action that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

(u) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 5.2.

5.3 Carbon Forbearances. During the period from the date of this Agreement to the Effective Time, except as required by applicable Law, and, except as expressly required or permitted by this Agreement, Carbon shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Oxygen:

(a) amend its Organizational Documents in a manner that would adversely affect in any material respect Oxygen, the Oxygen Holders or the transactions contemplated by this Agreement;

(b) take any action or knowingly fail to take any action that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

(c) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Article VI

ADDITIONAL AGREEMENTS

6.1 Regulatory Matters; Third Party Consents .

(a) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities, it being agreed that, within thirty (30) days after the date hereof, the parties will file any application, notice or report required to be filed by such party with any Governmental Entity with respect to a Requisite Regulatory Approval; provided that this Section 6.1(a) shall not govern the parties’ respective obligations regarding the FDIC Consents, FDIC Non-Objections, GSE Consents and GSE Non-Objections. Each of the parties hereto shall have the right to review in advance, and,

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to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the non-confidential information relating to Oxygen or Carbon, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, including promptly furnishing the other with copies of any material notices or other communications received by such party or, to the Knowledge of such party, its Representatives from any third party and/or Governmental Entity with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. Each of the parties shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers, and shareholders (or members) and such other matters as may be reasonably necessary or advisable in connection with any filing, notice, statement or application made by or on behalf of Carbon, Oxygen or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

(b) Promptly following the date hereof, Oxygen shall provide a mutually agreed written notice of the proposed transactions contemplated by this Agreement (including the Merger and the Bank Merger) to the FDIC requesting, with respect to each of the FDIC Agreements, either (i) the written consent of the FDIC to the transactions contemplated by this Agreement (including the Merger and the Bank Merger) (a “ FDIC Consent ”) or (ii) a written acknowledgement from the FDIC that its consent is not required (a “ FDIC Non-Objection ”). The written notice will state with respect to certain specified FDIC Agreements that Oxygen believes that consent from the FDIC to the transactions contemplated by this Agreement (including the Merger and the Bank Merger) is not required. Oxygen will use reasonable best efforts to obtain, with respect to each of the FDIC Agreements, either a FDIC Consent or a FDIC Non-Objection, in each case, without payment to the FDIC, termination or modification, waiver or amendment adverse to, additional liability to, or loss of any benefits by, Carbon or Oxygen or their Subsidiaries with respect to any such FDIC Agreements; provided that if required by the FDIC as a condition to granting such FDIC Consent or FDIC Non-Objection, Oxygen and its Subsidiaries shall be obligated to (A) make one or more payments to the FDIC and/or (B) amend, modify, waive, or agree to forebear from enforcing, the terms of, or terminate, any FDIC Agreements (any of the foregoing in clause (B), a “ FDIC Modification ”), in each case that is conditioned on completion of the Merger; provided that (x) the aggregate present value of any such payment and (y) the aggregate present value of the benefits foregone by, and additional Liabilities to, Carbon, Oxygen and their Subsidiaries as a result of, arising out of, or relating to any such FDIC Modifications as compared to the terms of the FDIC Agreements had they remained in effect without such FDIC Modifications net of (z) the aggregate present value of any benefits received by Oxygen, or of any Liabilities with respect to which Oxygen is released, as a result of, arising out of, or relating to any such FDIC Modifications as compared to the terms of the FDIC Agreements had they remained in effect without such FDIC Modifications ((x) and (y), net of (z), a “ FDIC Payment ”) is, in the aggregate, a reasonable amount.

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(c) Promptly following the date hereof, Oxygen shall provide a mutually agreed written notice of the proposed transactions contemplated by this Agreement (including the Merger and the Bank Merger) to each GSE requesting, with respect to each of the GSE Agreements, (i) the written consent of the applicable GSE to the transactions contemplated by this Agreement (including the Merger and the Bank Merger) (a “ GSE Consent ”) or (ii) a written acknowledgement from the applicable GSE that its consent is not required (a “ GSE Non-Objection ”). The written notice will state with respect to certain specified GSE Agreements that Oxygen believes that consent from the applicable GSE to the transactions contemplated by this Agreement (including the Merger and the Bank Merger) is not required. Oxygen will use reasonable best efforts to obtain, with respect to each of the GSE Agreements, either a GSE Consent or a GSE Non-Objection, in each case, without payment to any GSE or termination or modification, waiver or amendment adverse to, any additional Liability to, or loss of any benefit by, Carbon or Oxygen or their Subsidiaries with respect to any such GSE Agreements; provided that if required by any GSE as a condition to granting such GSE Consent or GSE Non-Objection, Oxygen and its Subsidiaries shall be obligated, to (A) make one or more payments to any GSE and/or (B) amend, modify, waive, or agree to forebear from enforcing, the terms of, or terminate, any GSE Agreements (any of the foregoing in clause (B), a “ GSE Modification ”), in each case that is conditioned on completion of the Merger; provided that (x) the aggregate present value of any such payment and (y) the aggregate present value of the benefits foregone by, and additional Liabilities to, Carbon, Oxygen and their Subsidiaries as a result of, arising out of, or relating to any such GSE Modifications as compared to the terms of the GSE Agreements had they remained in effect without such GSE Modifications net of (z) the aggregate present value of any benefits received by Oxygen, or of any Liabilities with respect to which Oxygen is released, as a result of, arising out of, or relating to any such GSE Modifications as compared to the terms of the GSE Agreements had they remained in effect without such GSE Modifications ((x) and (y), net of (z), a “ GSE Payment ”) is, in the aggregate, a reasonable amount.

(d) Oxygen and Carbon shall cooperate with each other in connection with obtaining each FDIC Consent or FDIC Non-Objection and each GSE Consent or GSE Non-Objection. Neither Oxygen nor Carbon may participate or agree to participate in any substantive in-person meeting, telephone call or discussion with the FDIC or any GSE (other than unscheduled calls received from, or unscheduled discussions initiated by, the FDIC or any GSE) relating to the transactions contemplated by this Agreement (including any FDIC Consent, FDIC Non-Objection, GSE Consent or GSE Non-Objection) unless it consults with the other party in advance and provides the other with the opportunity to participate in such meeting, call or discussion (other than unscheduled calls received from, or unscheduled discussions initiated by, the FDIC or any GSE). Carbon and Oxygen shall have the right to review in advance, and, to the extent practicable, each will consult the other on all correspondence or information that will be provided to the FDIC and the GSEs relating to the FDIC Consents, the FDIC Non-Objections, the GSE Consents or GSE Non-Objections or otherwise relating to the transactions contemplated by this Agreement.

(e) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require (i) Carbon or its Subsidiaries to (and without the prior written consent of Carbon, Oxygen and its Subsidiaries shall not) (A) take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be

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expected to have, individually or in the aggregate, a material adverse effect (measured on a scale relative to Oxygen and its Subsidiaries, taken as a whole) on Carbon and its Subsidiaries after giving effect to the transactions contemplated hereby or (B) make or incur or commit to make or incur any FDIC Payment that is, in the aggregate, not a reasonable amount in the context of Section 6.1(b) of this Agreement or GSE Payment in an amount that is, in the aggregate, not a reasonable amount in the context of Section 6.1(c) of this Agreement or (ii) Oxygen or its Subsidiaries to (and without the prior written consent of Oxygen, Carbon and its Subsidiaries shall not) make or incur or commit to make or incur any FDIC Payment or GSE Payment that is, in the aggregate, not a reasonable amount in the context of Section 6.1(b) of this Agreement or GSE Payment in an amount that is, in the aggregate, not a reasonable amount in the context of Section 6.1(c) of this Agreement ((i) or (ii) a “ Burdensome Condition ”). Fifty percent (50%) of any FDIC Payment or GSE Payment that Oxygen, Carbon or their respective Subsidiaries make, incur or commit to make or incur that does not constitute a Burdensome Condition shall be fully reflected as a Transaction Expense in the calculation of the Net Merger Consideration in an amount reasonably satisfactory to Carbon and Oxygen (or finally determined pursuant Section 9.14).

6.2 Access to Information .

(a) Upon reasonable notice and subject to applicable Laws, each party shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to its properties, books, employees, Contracts, commitments and records, and, during such period, shall, and shall cause its Subsidiaries to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities Laws or federal or state banking Laws (other than reports or documents which Oxygen is not permitted to disclose under applicable Law), and (ii) all other information concerning its business, properties and personnel as may reasonably be requested. Neither party, nor any of its Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure jeopardize the attorney-client privilege of the institution in possession or control of such information or violates any applicable Law or Contract; provided that such party will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b) Each party shall hold all information furnished by or on behalf of the other party or any of its Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement.

(c) Prior to the Closing, Oxygen shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to, provide all cooperation that is necessary, customary or advisable and reasonably requested by Carbon to assist Carbon in the arrangement of (i) any third party debt or equity financing for the purpose of financing the Net Merger Consideration, any Stock Repurchase or any repayment or refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated hereby and any other amounts required to be paid in connection with the consummation of the

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transactions contemplated hereby and all related fees and expenses of Carbon and its Subsidiaries (the “ Financing ”) (it being understood that the receipt of such Financing is not a condition to the Merger) or (ii) any repurchase of Carbon Common Stock by Carbon (a “ Stock Repurchase ”); provided that nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the business or operations of Oxygen or its Subsidiaries, (B) require Oxygen or any of its Subsidiaries to agree to pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Closing for which it is not promptly reimbursed or simultaneously indemnified or (C) require Oxygen or any of its Subsidiaries to take any action that would reasonably be expected to result in any violation of, or default under its Organization Documents, any applicable Laws or any Contract.

(d) Such cooperation required by Section 6.2(c) shall include, without limitation, as promptly as reasonably practical following a request from Carbon for such information, furnishing Carbon and any of its financing sources, if applicable, with (i) the Oxygen Financial Statements (and once available pursuant to Section 1.7(c), the Oxygen Audited Interim Financial Statements), (ii) unaudited consolidated balance sheets and related statements of operations and comprehensive income and cash flows for Oxygen and its Subsidiaries for each fiscal quarter following the quarter ended June 30, 2014 that ends on a date that is not a fiscal year end, (iii) audited consolidated balance sheets and related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2014, in each case prepared in accordance with GAAP, and providing such other financial and (iv) and such other information and data regarding Oxygen and its Subsidiaries as Carbon may reasonably request in connection with such Financing or Stock Repurchase, in each case of (i) through (iv) which may be included in documents filed with the SEC in connection with such Financing or Stock Repurchase. Carbon shall promptly, upon request by Oxygen, reimburse Oxygen for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding for the avoidance of doubt, the costs of Oxygen’s preparation of its annual and quarterly financial statements) incurred by Oxygen or any of its Subsidiaries or their respective Representatives in connection with the Financing or a Stock Repurchase, including the cooperation of Oxygen and its Subsidiaries and Representatives contemplated by this Section 6.2(d), and shall indemnify and hold harmless Oxygen, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing, a Stock Repurchase and any information used in connection therewith, except with respect to (a) any information expressly provided by Oxygen or its Subsidiaries in writing for use in connection with the Financing or a Stock Repurchase or (b) any fraud or intentional misrepresentation or willful misconduct by any such persons.

(e) No investigation by either of the parties or their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein.

6.3 Employee Benefit Plans .

(a) Following the Effective Time, Carbon shall provide each individual who is an employee of Oxygen and its Subsidiaries at the Effective Time (any such person, a “Continuing Employee” and, collectively, the “ Continuing Employees ”), while employed by

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Carbon or its Subsidiaries, with compensation opportunities and employee benefits that are substantially comparable in the aggregate (excluding any benefits accelerated or payable as a result of the transactions contemplated by this Agreement) to the compensation opportunities and employee benefits provided to similarly situated employees of Carbon and its Subsidiaries; provided , that for purposes of the foregoing sentence the compensation opportunities and employee benefit plans generally provided to employees of Oxygen as of immediately prior to the Effective Time shall be deemed to be substantially comparable, on an aggregate basis, to those provided to similarly situated employees of Carbon and its Subsidiaries for purposes of this sentence, it being understood that the Continuing Employees may commence participation in Carbon’s benefit plans on different dates following the Effective Time with respect to different benefit plans. Any Continuing Employee whose employment is terminated within the one-year period following the Effective Time under circumstances that would entitle such Continuing Employee to severance benefits under the severance plan of Carbon and its Subsidiaries that is applicable to similarly situated employees of Carbon and its Subsidiaries, shall be entitled to severance benefits under such severance plan. Nothing contained in this Section 6.3(a) shall be deemed to grant any Continuing Employee any right to continued employment after the Closing Date.

(b) With respect to any employee benefit plans of Carbon or its Subsidiaries providing benefits to any Continuing Employee after the Effective Time (a “ New Benefit Plan ”) , Carbon shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any New Benefit Plans that provide health care benefits in which such employees first become eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Oxygen Benefit Plan; (ii) to the extent allowed by the provider of any New Benefit Plan that provides health care benefits, provide each such employee and their eligible dependents with credit for any co-payments and deductibles paid prior to the Effective Time under an Oxygen Benefit Plan that provided health care benefits (to the same extent that such credit was given under the analogous Oxygen Benefit Plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any such New Benefit Plans in the plan year in which such employees first become eligible to participate after the Effective Time; and (iii) recognize all service of such Continuing Employees with Oxygen and its Subsidiaries as well as actual service by such Continuing Employees with any predecessors to Oxygen and its Subsidiaries, including any entities the stock or assets of were acquired by Oxygen and its Subsidiaries, for all purposes in any New Benefit Plan in which such employees first become eligible to participate after the Effective Time to the same extent that such service was taken into account under the analogous Oxygen Benefit Plan prior to the Effective Time and for purposes of any severance plan of Carbon or its Subsidiaries in which such Continuing Employee participates; provided that the foregoing service recognition shall not apply (A) to the extent it would result in duplication of benefits for the same period of services, (B) for purposes of any defined benefit retirement plan or benefit plan that provides retiree welfare benefits or (C) to any benefit plan that is a frozen plan or provides grandfathered benefits.

(c) If requested by Carbon in writing delivered to Oxygen not less than ten (10) Business Days before the Closing Date, the Board of Directors of Oxygen (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is

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necessary to terminate Oxygen’s 401(k) plans (collectively, the “ Oxygen 401(k) Plan ”), effective as of immediately prior to the Closing Date. Following the Effective Time and as soon as practicable following receipt of a favorable determination letter from the IRS on the termination of the Oxygen 401(k) Plan, the assets thereof shall be distributed to the participants, and Carbon shall, to the extent permitted by applicable Law, permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, inclusive of loans to the extent permitted by Carbon’s applicable 401(k) plan), in the form of cash, in an amount equal to the full account balance (including loans to the extent permitted by Carbon’s applicable 401(k) plan) distributed to such Continuing Employee from the Oxygen 401(k) Plan to Carbon’s applicable 401(k) plan. The parties will cooperate in good faith to arrange for the repayment of participant loans prior to the Effective Time or to facilitate the continuation of such loans following the Effective Time to the extent practical and commercially reasonable.

(d) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of Carbon or Oxygen or any of their Subsidiaries or affiliates any right to continue in the employ or service of Oxygen, Carbon or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Oxygen, Carbon or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Carbon or Oxygen or any of their Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Oxygen Benefit Plan, New Benefit Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of Carbon or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Oxygen Benefit Plan, New Benefit Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of the final sentence of Section 9.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including without limitation any current or former employee, officer, director or consultant of Carbon or Oxygen or any of their Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6.4 Indemnification; Directors’ and Officers’ Insurance .

(a) From and after the Effective Time, Carbon shall cause the Surviving Company and its Subsidiaries, to (i) indemnify and hold harmless each of its present and former directors and officers (collectively, the “ Indemnified Parties ”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceedings, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement and actions relating to the enforcement of this Section 6.4, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Oxygen or such Subsidiary, as the case may be, would have been permitted under its respective organizational documents in effect on the date of this Agreement or agreements in existence as of the date hereof and set forth on Section 6.4(a) of the Oxygen Disclosure Schedule providing for indemnification between Oxygen or any of its Subsidiaries and any Indemnified Party, subject to limitations imposed by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law); provided , the Person to whom such expenses are

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advanced provides an undertaking to the Surviving Company to repay such advances if it is ultimately determined that such Person is not entitled to indemnification).

(b) For six (6) years after the Effective Time, Carbon shall cause the Surviving Company to maintain in effect, at its own expense, directors’ and officers’ liability and fiduciary liability insurance covering those Persons who are currently covered by Oxygen’s directors’ and officers’ liability and fiduciary liability insurance policies (true, correct and complete copies of which have been heretofore delivered to Carbon) either through continuation of the current policy or substitution by Carbon of another policy therefor on terms, including with respect to coverage and insurance limits (with no retention), with an insurer or insurers that have at the time such coverage is written the same or higher A.M. Best rating as Carbon’s current primary insurer for such type of insurance, not materially less favorable than the terms of such current insurance coverage with respect to claims arising from or related to facts or events which occurred at or prior to the Effective Time (including the transactions contemplated by this Agreement); provided that in complying with its obligations pursuant to the terms of this Section ‎ 6.4(b), Carbon shall not be required to expend annually in the aggregate an amount in excess of 250% of the annual premium currently paid by Oxygen (which current amount is set forth on Section ‎6.4(b) of the Oxygen Disclosure Schedule) (the “ Premium Cap ”) and if Carbon cannot obtain such insurance coverage without paying in excess of the Premium Cap, Carbon shall purchase such insurance with the maximum aggregate coverage available for the Premium Cap. In lieu of the foregoing insurance coverage and in satisfaction of its obligations under this Section ‎6.4(b), Carbon may direct Oxygen to purchase, at Carbon’s expense, a six (6) year prepaid “tail policy” that provides the coverage in this Section ‎6.4(b) ; provided, further that if the premium for such “tail coverage” exceeds the Premium Cap, then Carbon may, at its sole cost, direct Oxygen to obtain “tail coverage” with the maximum aggregate coverage available for the Premium Cap applied over the term of such policy.

(c) In the event that, after the Effective Time, Carbon or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any person, then, and in each case, Carbon or the Surviving Company, as applicable, shall cause proper provision to be made so that such successors and assigns shall expressly assume the obligations set forth in this Section 6.4.

(d) The provisions of this Section 6.4 are intended for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, are not in substitution for, any other rights to indemnification or contribution that any such person may have from Carbon, the Surviving Company, or any of their Subsidiaries or any other person by contract or otherwise except as expressly provided herein. The obligations of Carbon under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.4 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnified Party has consented in writing to such termination or modification.

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6.5 Certain Oxygen Actions .

(a) Prior to the Closing, Oxygen shall take such actions and obtain such consents, approvals and waivers, in each case, as are necessary, required or advisable to dissolve and wind-up the affairs of OneWest Bank Group LLC and OneWest Asset Management LLC in accordance with the organizational documents of OneWest Bank Group LLC and OneWest Asset Management LLC and the DLLCA. Such dissolution shall be effected with no cost or Liability to Carbon or its Subsidiaries or Oxygen or any of its Subsidiaries (other than any cost that is fully reflected as a Transaction Expense).

(b) Prior to the Closing, Oxygen shall take such actions and obtain such consents, approvals and waivers, in each case as are necessary, required or advisable to (i) convert all outstanding Oxygen Profits Interests into Oxygen Common Interests and (ii) convert all outstanding Oxygen Converted Common Interests into Oxygen Common Interests, in each case in accordance with the terms of the Oxygen LLC Agreement, any applicable Grant Schedules (as defined in the Oxygen LLC Agreement), the terms of the Oxygen Profits Interests and Oxygen Converted Common Interests and the DLLCA.

(c) Prior to Closing, Oxygen shall take reasonable steps within the meaning of Rule 506(c) of Regulation D of the Securities Act to verify whether as of the Effective Time, each Oxygen Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act and shall keep Carbon informed with respect to such verification process, including the results thereof.

(d) Between the date hereof and the Closing Date, Oxygen shall submit to a vote of the interestholders of Oxygen or any applicable affiliate for their determination all payments or benefits that in the absence of such a vote could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), including the Retention Agreements, made to any individuals who are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder). Such interestholder vote shall, in the reasonable determination of Oxygen based on the advice of counsel, meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder, including using reasonable best efforts to obtain any necessary waivers. Any materials prepared in connection with such interestholder vote (including disclosures and waiver materials) shall be subject to the review and reasonable comment of Carbon.

6.6 Additional Agreements . In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement (including, without limitation, any merger between a Subsidiary of Carbon, on the one hand, and a Subsidiary of Oxygen, on the other) or to vest the Surviving Company with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by Carbon.

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6.7 Advice of Changes .

(a) Carbon and Oxygen shall each promptly advise the other party of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on it or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.7 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

(b) Carbon and Oxygen shall each promptly advise the other party of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed. Oxygen shall notify Carbon as promptly as practicable of any notice or other communication from any party to any Oxygen Contract to the effect that such party has terminated or intends to terminate or otherwise materially adversely modify its relationship with Oxygen or any of its Subsidiaries as a result of the transactions contemplated by this Agreement

6.8 Public Announcements . Oxygen and Carbon agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in a form agreed to by the parties and that the parties shall consult with each other before issuing any press release or making any public announcement with respect to this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public announcement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by applicable Law or the applicable rules of any stock exchange. Without limiting the reach of the preceding sentence, Oxygen and Carbon shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party.

6.9 Takeover Statutes . Oxygen and its Subsidiaries shall not take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Statute. If any Takeover Statute may become, or may purport to be, applicable to the transactions contemplated hereby and thereby, each of Carbon and Oxygen and the members of their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated by this Agreement.

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6.10 No Solicitation of Alternative Transactions .

(a) Prior to the Closing Date, or until this Agreement is terminated in accordance with its terms, Oxygen shall not, and shall cause its Affiliates and its and their directors, officers, employees, accountants, financial advisors, attorneys and other advisors or representatives (“ Representatives ”) not to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information (other than publicly available information) to, or authorize any Representative or other Person to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Carbon or its Representatives) concerning any potential sale of equity interests of (including through an initial public offering), or merger, consolidation, combination, sale of assets, reorganization or other similar transaction involving Oxygen or any of its Subsidiaries.

(b) Oxygen shall and shall cause its Affiliates and Representatives to immediately terminate any existing discussions or negotiations with any Person (other than Carbon) conducted heretofore with respect to any of the potential transactions described in Section 6.10(a), and promptly following the date hereof shall use reasonable best efforts to cause all persons other than Carbon, if any, who have been furnished confidential information regarding Oxygen in connection with the solicitation of or discussions regarding any of the transactions described in Section 6.10(a) within the twelve (12) months prior to the date hereof promptly to return or destroy such information. Oxygen agree not to, and to cause its Affiliates and Representatives not to, release any third party from the confidentiality, standstill, employee non-solicit or other provisions of any agreement with respect to the transactions described in Section 6.10(a) and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any Person to engage in any transaction described in Section 6.10(a).

6.11 NYSE Listing . Carbon shall cause the shares of Carbon Common Stock to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Effective Time.

6.12 Termination of Affiliate Arrangements . At or prior to the Closing, (i) Oxygen shall, and shall cause each of its Subsidiaries to, terminate the Contracts between Oxygen and its Subsidiaries, on the one hand, and the Oxygen Holders or their Affiliates, on the other hand, other than (A) the Oxygen LLC Agreement, (B) those Contracts listed in Section 6.12 of the Oxygen Disclosure Schedule, (C) Contracts between or among Oxygen or any Subsidiary of Oxygen, on the one hand, and one or more Subsidiaries of Oxygen, on the other hand, and (D) any Oxygen Benefit Plan or any other employment, retention, bonus, severance, consulting, non-disclosure or similar agreement entered into between Oxygen or one of its Subsidiaries, on one hand, and any current or former officer, director or employee of Oxygen or one of its Subsidiaries, on the other hand, in each case, without payment or incurrence of further Liability thereunder and (ii) Oxygen will deliver to Carbon evidence of the termination of such Contracts required to be terminated pursuant to this Section 6.12, which evidence shall be reasonably acceptable to Carbon.

6.13 Rule 144 . Following the Closing, Carbon agrees that it will use reasonable best efforts to satisfy the information requirements in Rule 144(c) under the

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Securities Act which are necessary to enable former Oxygen Holders to transfer the shares of Carbon Common Stock they receive in the Merger from time to time pursuant to the exemptions provided by Rule 144 under the Securities Act .

6.14 Transaction Expenses .

(a) On or prior to the twentieth (20 ^th ) Business Day before the Closing Date, Oxygen will provide to Carbon its good faith list of the estimated Transaction Expenses which list shall include a description of each such amount and the corresponding estimated dollar amount for each expense. Carbon shall instruct KPMG LLP to review the schedule of estimated Transaction Expenses and perform its good faith analysis of any Tax benefits (reduced by any Tax cost) that have been or will be actually realized by Oxygen and its Subsidiaries in cash, credit or a reduction in Taxes otherwise payable in each case during the taxable period ending on or prior to the Closing Date as a result of (and to the extent of) the payment and proper current deduction of such Transaction Expenses in, and the proper allocation of such Transaction Expenses and Retention Amounts to, such period (the “ Estimated Transaction Expense Tax Benefits ”) and deliver to Carbon and Oxygen, at least twenty (20) Business Days prior to the Closing Date, a written report setting forth its good faith estimate of the amount of the Estimated Transaction Expense Tax Benefits, including a reasonably detailed explanation of the reasons for such determination (the “ Transaction Tax Analysis ”), which analysis shall (i) take into account such information (to the extent relevant) as may be supplied by Oxygen to KPMG LLP (ii) use an assumed combined federal and state tax rate for Oxygen of forty percent (40%) (including for purposes of the estimates referenced in clause (iv)), (iii) be computed on a “with and without” basis (subject to clause (iv)) and (iv) give effect to any deduction for any potential payments to be made pursuant to Section 5.07 of the Oxygen LLC Agreement (based on an estimate of such payments, which estimate shall be determined assuming the highest marginal federal, state and local tax rates apply to each holder of In-the-Money Oxygen Options (the “ Unitholder Assumptions ”)) and any Compensation Deduction Benefit (as defined in the Oxygen LLC Agreement and based on an estimate of such amount, which estimate shall be determined based on the Unitholder Assumptions) (and any such deductions shall be treated as having been utilized before any deduction or tax benefit described in this Section 6.14). Oxygen may cause PricewaterhouseCoopers LLP to review and analyze the Transaction Tax Analysis, and, if Oxygen delivers to Carbon a good faith written objection to all or any part of the Transaction Tax Analysis based on PricewaterhouseCoopers LLP’s review and analysis thereof (the “ Tax Analysis Objections ”), Carbon and Oxygen shall meet and discuss the Tax Analysis Objections and use reasonable good faith efforts to resolve any disagreement of the parties in respect of the Tax Analysis Objections prior to the Closing Date. If notwithstanding their respective reasonable good faith efforts Carbon and Oxygen are unable to resolve any disagreement of the parties in respect of the Tax Analysis Objections, the determination of the Estimated Transaction Expense Tax Benefits set forth in the Transaction Tax Analysis delivered by KPMG LLP to Carbon and Oxygen (as modified by agreement of Carbon and Oxygen) will be binding on the parties for the purpose of this Section 6.14 (such final and binding analysis, the “ Final Transaction Tax Analysis ”).

(b) On or prior to the 5th Business Day before the Closing Date, Oxygen will provide to Carbon a true, correct and complete list of the final Transaction Expenses, which list shall include a description of each amount and the corresponding dollar amount thereof. Carbon

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shall apply the Final Transaction Tax Analysis to the Transaction Expenses to determine in good faith the amount of any Tax benefits (reduced by any Tax cost) that have been or will be actually realized by Oxygen and its Subsidiaries in cash, credit or a reduction in Taxes otherwise payable in each case during the taxable period ending on or prior to the Closing Date as a result of (and to the extent of) the payment and proper current deduction of such Transaction Expenses in, and the proper allocation of such Transaction Expenses to, such period. Notwithstanding the foregoing, such benefits shall not include any Tax benefit reflected in the Oxygen Audited Interim Financial Statements or otherwise already included in the calculation of Gross Merger Consideration.

6.15 Oxygen Dividends . Following the date hereof, (i) Oxygen and Carbon shall, and shall cause their Subsidiaries to, cooperate and use reasonable best efforts to obtain the necessary approvals of the Governmental Entities that are required for the dividend in cash prior to Closing from Oxygen Bank to Oxygen of the maximum amount of capital permitted by the Governmental Entities and (ii) Oxygen shall cause Oxygen Bank to dividend, in cash such amount approved by the necessary Governmental Entities (the “ Approved Oxygen Bank Dividend ”) prior to the Closing.

6.16 Section 16 Matters . Prior to the Effective Time, Carbon shall take all such steps as may be required to cause any dispositions of acquisitions of shares of Carbon Common Stock (including derivative securities with respect to Carbon Common Stock) resulting from the transactions contemplated by this Agreement by each individual who will become subject to such reporting requirements with respect to Carbon, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

6.17 Holdback Amount . The parties agree to the terms and procedures specified on Exhibit A in respect of the Holdback Amount.

6.18 Holders’ Representative.

(a) The parties have designated JCF III HoldCo I L.P. as the initial Holders’ Representative for certain limited purposes set forth herein and JCF III HoldCo I L.P. hereby agrees to act in such capacity effective as of the Effective Time. By virtue of duly executing and delivering a Letter of Transmittal or Holder Acknowledgement, as the case may be, which contains (i) the irrevocable agreement of an Oxygen Holder to be bound by this Section 6.18 and to appoint JCF III HoldCo I L.P. as the initial Holders’ Representative and (ii) an irrevocable power of attorney granted to the Holders’ Representative for the Holders’ Representative to take the actions contemplated by this Section 6.18, such Oxygen Holder (an “ Electing Oxygen Holder ”) shall have the benefit of the Holders’ Representative exercising the rights set forth herein with respect to such Electing Oxygen Holder. Following the Effective Time, the Holders’ Representative may be changed at any time by approval of Electing Oxygen Holders that collectively would be entitled to more than 60% of any subsequent Released Holdback Amount (“ Requisite Holders ”); provided that such Holders’ Representative shall be reasonably acceptable to Carbon. In the event that the Holders’ Representative has resigned or been removed, a new Holders’ Representative shall be appointed by a vote of the Requisite Holders, such appointment to become effective upon the written acceptance thereof by the new Holders’ Representative.

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(b) The Holders’ Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; provided that the Holders’ Representative shall have no power or authority to act on behalf of any Oxygen Holder who is not an Electing Oxygen Holder. Without limiting the generality of the foregoing, from and after the Effective Time, the Holders’ Representative shall have full power, authority and discretion to act on behalf of an Electing Oxygen Holder’s in connection with the transactions contemplated by Section 6.17 of this Agreement, including executing documents, making all elections and decisions to be made by such Electing Oxygen Holder in connection with the transactions contemplated by Section 6.17 of this Agreement, giving and receiving notices on behalf of such Electing Oxygen Holder and receiving the Holdback Reports and disputing the matters contained therein pursuant to Section 6.17, and exercising the rights set forth in Section 9.11 with respect to the Electing Oxygen Holders. A decision, action, consent, instruction or omission of the Holders’ Representative (acting in its capacity as the Holders’ Representative) shall constitute a decision, action, consent, instruction or omission of each Electing Oxygen Holder and shall be final, binding and conclusive upon each Electing Oxygen Holder.

(c) The Holders’ Representative shall at all times be entitled to rely on any directions received from the Requisite Holders and shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Holders’ Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. No bond shall be required of the Holders’ Representative, and the Holders’ Representative shall not receive compensation for its services. The Holders’ Representative shall be entitled to reimbursement from the Electing Oxygen Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Holders’ Representative in such capacity, and shall be entitled to indemnification by the Electing Oxygen Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holders’ Representative (except for those arising out of the Holders’ Representatives’ gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims; provided that the Holders’ Representative shall first recover such expenses, disbursements, losses, liabilities and advances from the Holder Expense Fund.

(d) Carbon and its Affiliates shall be entitled to rely upon any decision, action, consent, instruction or omission of the Holders’ Representative relating to the transactions contemplated in Section 6.17 as being the decision, action, consent, instruction or omission of each Electing Oxygen Holder. Notwithstanding anything to the contrary, each Electing Oxygen Holder, on behalf of itself and its Affiliates, representatives, agents, successors and assigns, voluntarily, irrevocably, unconditionally and completely waives and releases, acquits and forever discharges Carbon and its Subsidiaries, and each of their respective present and future Affiliates and their respective directors, officers, shareholders, partners, members, agents and representatives, and the predecessors, successors and assigns of each of the foregoing other than the Holders’ Representative (each such persons collectively, the “ Released Parties ”) from any and all claims, demands, rights, promises, causes of actions, suits, expenses, damages, Liabilities and obligations of any nature whatsoever (whether based on any Law, known or unknown, suspected or claimed, fixed or contingent, matured or unmatured, determined or determinable, at law or in equity) (each a “ Claim ”) in any way arising out of or based on any action or omission

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of the Holders’ Representative, the appointment of the Holders’ Representative, any obligations of the Holders’ Representative under this Agreement or any documents or instruments delivered in connection herewith, or any actions or omissions of any Released Party taken in reliance upon any decision, action, consent, instruction or omission of the Holders’ Representative, in each case pursuant to or in accordance with this Section 6.18.

(e) The Holders’ Representative hereby represents and warrants to Carbon, Oxygen and Merger Sub as follow: (i) The Holders’ Representative has all requisite power and authority to execute and deliver this Agreement, (ii) the execution and delivery by the Holders’ Representative of this Agreement and the performance by the Holders’ Representative of its obligations hereunder do not and will not conflict with, violate any provision of, any applicable Law or Contract applicable to the Holders’ Representative, and (iii) this Agreement has been duly and validly executed and delivered by the Holders’ Representative and constitutes a valid and binding agreement of the Holders’ Representative; enforceable against the Holders’ Representative in accordance with its terms, except as may be limited by the Enforceability Exceptions.

(f) In the event that the Holders’ Representative determines, in its sole and absolute discretion, that the amount of the Holder Expense Fund exceeds the expenses incurred by the Holders’ Representative in such capacity, prior to the final release of any funds payable to the Oxygen Holders, the Holder Representative shall transfer such excess amount to Carbon solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Oxygen Holders as though such amounts were Released Holdback Amounts being distributed pursuant to 6.17(f); provided , however , that notwithstanding anything to the contrary in this Agreement, in no event shall such excess amount become part of the Holdback Amount or otherwise become payable to Carbon.

Article VII

CONDITIONS PRECEDENT

7.1 Conditions to Each Party’s Obligation to Effect the Merger . The respective obligations of the parties to effect the Merger shall be subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by Carbon and Oxygen) at or prior to the Effective Time of the following conditions:

(a) NYSE Listing . The shares of Carbon Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

(b) Regulatory Approvals . All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired.

(c) No Burdensome Condition . The consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement shall not result in any Burdensome Condition.

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(d) No Injunctions or Restraints; Illegality . No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement shall be in effect. No Law shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal consummation of the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement.

7.2 Conditions to Obligations of Carbon and Merger Sub . The obligation of Carbon and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Carbon, at or prior to the Effective Time, of the following conditions:

(a) Representations and Warranties . The representations and warranties of Oxygen set forth in (i) Sections 3.2(a), 3.2(b) (with respect to Oxygen Bank only) and 3.8(a) shall be true and correct in all respects (other than, in the case of Section 3.2(a) and 3.2(b) (with respect to Oxygen Bank only), such failures to be true and correct as are de minimis in effect in the context of Section 3.2(a) and 3.2(b) (with respect to Oxygen Bank only)), in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and (ii) Sections 3.1 (first two sentences only), 3.2(b) (other than with respect to Oxygen Bank), 3.3(a), 3.3(b)(i), 3.3(b) (last sentence only), 3.7, 3.13(a) (solely with respect to the FDIC Agreements and GSE Agreements) and 3.21 (in each case, read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). All other representations and warranties of Oxygen set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties and, in the case of the representation and warranties in Section 3.23(a) and Section 3.23(f), read without giving effect to any Knowledge qualification in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Oxygen. Carbon shall have received a certificate signed on behalf of Oxygen by an executive officer of Oxygen to the foregoing effect.

(b) Performance of Obligations of Oxygen . Oxygen shall have performed in all material respects the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Carbon shall have received a certificate signed on behalf of Oxygen by an executive officer of Oxygen to such effect.

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(c) Material Adverse Effect . Since the date of this Agreement, no fact, change, event, occurrence, condition or development has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Oxygen.

(d) FDIC Agreements . (1) A FDIC Consent or FDIC Non-Objection with respect to each of the FDIC Agreements shall have been received and shall remain in full force and effect, (2) all FDIC Agreements shall remain in full force and effect without any modification, waiver or amendment adverse to, loss of any benefit by, payment in respect of, or any additional Liability to, Carbon or Oxygen or their Subsidiaries with respect to any such FDIC Agreements other than any FDIC Modification or FDIC Payment that would not constitute a Burdensome Condition and is in compliance in all respects with Section 6.1(b) and (3) no event or condition shall exist which would reasonably be expected to constitute, or with notice or lapse of time or both would reasonably be expected to constitute, a material breach of Oxygen or any of its Subsidiaries under any FDIC Agreements.

(e) GSE Agreements . (1) A GSE Consent or GSE Non-Objection with respect to each of the GSE Agreements shall have been received and shall remain in full force and effect, (2) all GSE Agreements shall remain in full force and effect without any modification, waiver or amendment adverse to, loss of any benefit by, payment in respect of, or any additional Liability to, Carbon or Oxygen or their Subsidiaries with respect to any such GSE Agreements following the date hereof other than any GSE Modification or GSE Payment that would not constitute a Burdensome Condition and is in compliance in all respects with Section 6.1(c) and (3) no event or condition shall exist which would reasonably be expected to constitute, or with notice or lapse of time or both would reasonably be expected to constitute, a material breach of Oxygen or any of its Subsidiaries under any GSE Agreements.

(f) Retention Agreements . (1) Each Retention Agreement shall remain in full force and effect other than as a result of death or permanent disability, (2) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute a material breach of any employee under any such Retention Agreement and (3) Joseph Otting shall remain employed by Oxygen in good standing other than as a result of death or permanent disability.

(g) Selling Interestholder Restrictive Covenant Agreement . (1) Each Selling Interestholder Restrictive Covenant Agreement shall remain in full force and effect and (2) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute a material breach of any Oxygen Holder under a Selling Interestholder Restrictive Covenant Agreement.

(h) Stockholders Agreement . (1) The Stockholders Agreement shall remain in full force and effect and (2) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute a material breach of any Oxygen Holder under the Stockholders Agreement.

(i) Carbon Stock Repurchase . The Requisite Regulatory Approvals shall expressly contemplate Carbon having the ability to return $500 million in capital to its

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shareholders through one or more Stock Repurchases following the date of this Agreement and prior to or promptly following the Closing.

(j) Approved Oxygen Bank Dividend . Oxygen Bank shall have paid the Approved Oxygen Bank Dividend in full.

(k) Federal Tax Opinion . Carbon shall have received the opinion of Wachtell, Lipton, Rosen & Katz, in form and substance reasonably satisfactory to Carbon, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Carbon, reasonably satisfactory in form and substance to such counsel.

7.3 Conditions to Obligations of Oxygen . The obligation of Oxygen to effect the Merger is also subject to the satisfaction or waiver by Oxygen at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties . The representations and warranties of Carbon set forth in (i) Sections 4.2(a) and 4.8(a) shall be true and correct in all respects (other than, in the case of Section 4.2(a), such failures to be true and correct as are de minimis in effect in the context of Section 4.2(a)), in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and (ii) Sections 4.1 (first two sentences only), 4.2(b), 4.3(a), 4.3(b)(i) and 4.7 (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). All other representations and warranties of Carbon set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Carbon. Oxygen shall have received a certificate signed on behalf of Carbon by an executive officer of Carbon to the foregoing effect.

(b) Performance of Obligations of Carbon . Carbon and Merger Sub shall have performed in all material respects the obligations required to be performed by it under this

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Agreement at or prior to the Closing Date, and Oxygen shall have received a certificate signed on behalf of Carbon by an executive officer of Carbon to such effect.

(d) Federal Tax Opinion . Oxygen shall have received the opinion of Cleary Gottlieb Steen & Hamilton LLP, in form and substance reasonably satisfactory to Oxygen, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Oxygen, reasonably satisfactory in form and substance to such counsel.

Article VIII

TERMINATION AND AMENDMENT

8.1 Termination . This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual consent of Carbon and Oxygen in a written instrument authorized by the Board of Directors of each;

(b) by either Carbon or Oxygen if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the consummation of the transactions contemplated by this Agreement, including the Merger or Bank Merger, and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement, including the Merger or Bank Merger;

(c) by either Carbon or Oxygen if the Merger shall not have been consummated on or before the first anniversary of the date of this Agreement (the “ Termination Date ”); or

(d) (i) by either Carbon or Oxygen if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement by the other party, which breach, either individually or in the aggregate with all other breaches by such party, would constitute, if occurring or continuing on the Closing Date, the failure of any of the conditions set forth in Section 7.1, Section 7.2 (in the case of a termination by Carbon) or Section 7.3 (in the case of a termination by Oxygen), and which is not cured within the earlier of (A) the Termination Date or (B) the date that is thirty (30) days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period or (ii) by Carbon if there is a fact, change, event, occurrence, condition or development that has caused the failure of the condition set forth in Section 7.2(c) to be satisfied

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and such failure is not cured within the earlier of (A) the Termination Date or (B) the date that is sixty (60) days following written notice to Oxygen of the failure to satisfy the condition set forth in Section 7.2(c) or (iii) by Oxygen if there is a fact, change, event, occurrence, condition or development that has caused the failure of the condition set forth in Section 7.3(c) to be satisfied and such failure is not cured within the earlier of (A) the Termination Date or (B) the date that is sixty (60) days following written notice to Carbon of the failure to satisfy the condition set forth in Section7.3(c);

provided , that the party desiring to terminate this Agreement pursuant to clause (b), (c) or (d) of this Section 8.1, is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and that the failure of the Closing to occur did not arise out of, or result from, a material breach by the terminating party of any representation, warranty, covenant or agreement. The terminating party shall give written notice of such termination to the other party in accordance with Section 9.4, specifying the provision or provisions hereof pursuant to which such termination is effected and confirm that the Board of Directors of such terminating party has authorized such termination.

8.2 Effect of Termination . In the event of termination of this Agreement by either Carbon or Oxygen as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Carbon, Oxygen, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any Liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that (i) Sections 6.2(c) and 8.2 and Article IX (other than Section 9.1) and the Confidentiality Agreement shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, neither Carbon nor Oxygen shall be relieved or released from any Liabilities arising out of its willful and material breach of any provision of this Agreement prior to termination.

8.3 Amendment . Subject to compliance with applicable Law and Section 1.1(b), this Agreement may be amended (a) prior to the Effective Time, by an instrument in writing signed on behalf of Oxygen and Carbon, by action taken or authorized by their respective Boards of Directors (provided that any such amendment that would adversely affect the rights or obligations of the Holder’s Representative shall also be signed on behalf of the Holder’s Representative) and (b) following the Effective Time, by an instrument in writing signed on behalf of Carbon and each of the parties hereto.

8.4 Extension; Waiver . At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or satisfaction of any conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

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Article IX

GENERAL PROVISIONS

9.1 Closing . Subject to the terms and conditions of this Agreement, the closing of the Merger (the “ Closing ”) will take place at 10:00 a.m. New York City time at the offices of Wachtell, Lipton, Rosen & Katz, on a date which shall be no later than three (3) Business Days after the satisfaction or waiver (subject to applicable Law) of the latest to occur of the conditions set forth in Article VII hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), unless extended by mutual agreement of the parties (the “ Closing Date ”).

9.2 Nonsurvival of Representations, Warranties and Agreements . None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Section 6.3(a) and for those other covenants and agreements contained herein and therein which by their terms apply or are to be performed in whole or in part after the Effective Time.

9.3 Expenses . Except as otherwise set forth herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense.

9.4 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Oxygen, to:

IMB HoldCo LLC

888 East Walnut Street

Pasadena, California 91101-7211

Attention: Steven Mnuchin

With a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

	Attention:	Christopher E. Austin
		Benet J. O’Reilly
	Facsimile:	(212) 225-3999

and

(b) if to Carbon or Merger Sub, to:

CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention: General Counsel

Facsimile: (973) 740-5264

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With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

Attention:	Edward D. Herlihy
	David C. Karp
Facsimile:	(212) 403-2000

JCF III HoldCo I L.P.
c/o JC Flowers & Co.
717 Fifth Avenue, 26 ^th Floor
New York, NY 10022

Attention:	Sally Rocker
	John Oros

9.5 Interpretation; Definitions .

(a) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The Oxygen Disclosure Schedule and the Carbon Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement.

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that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “Law,” “Laws” or to a particular statute or Law shall mean such Law or statute as amended, modified or supplemented from time to time up to the Closing and shall be deemed also to include any and all rules and regulation promulgated thereunder.

“ Accounting Firm ” shall have the meaning set forth in Section 1.7(c)(iii).

“ Advances ” means, with respect to Oxygen, any of its Subsidiaries or any Servicing Agreements, the moneys that have been advanced by Oxygen or any of its Subsidiaries on or before the Closing Date from its funds in connection with its servicing of any Loans.

“ Affiliate ” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person; for purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlled by ” or “ under common control with ”), as applied to any person, means the possession, directly or indirectly, of (i) ownership, control or power to vote 25% or more of the outstanding shares of any class of voting securities of such person, (ii) control, in any manner, over the election of a majority of the directors, trustees or general partners (or individuals exercising similar functions) of such person or (iii) the power to exercise a controlling influence over the management or policies of such person as determined by the Federal Reserve; provided , however , no portfolio company of any investment fund, vehicle or account advised, managed or sponsored by any Oxygen Holder or its Affiliates shall be deemed an Affiliate of Oxygen, any of its Subsidiaries or any Oxygen Holder for purposes of this Agreement other than Sections 3.20, 3.24(a) and 6.12.

“ Aggregate Cash Percentage ” shall have the meaning set forth in Section 1.7.

“ Aggregate Fully Diluted Common Interests ” shall have the meaning set forth in Section 1.7.

“ Aggregate In-The-Money Exercise Price ” shall have the meaning set forth in Section 1.7.

“ Aggregate Stock Percentage ” shall have the meaning set forth in Section 1.7.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Amended Oxygen LLC Agreement ” shall have the meaning set forth in Section 3.2(a).

“ Approved Oxygen Bank Dividend ” shall have the meaning set forth in Section 6.15.

“ Bank Merger ” shall have the meaning set forth in Section 1.12.

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“ Bank Merger Agreement ” shall have the meaning set forth in Section 1.12.

“ Bank Merger Certificates ” shall have the meaning set forth in Section 1.12.

“ Bank Merger Effective Time ” shall have the meaning set forth in Section 1.12.

“ BHC Act ” means the Bank Holding Company Act of 1956, as amended.

“ Burdensome Condition ” shall have the meaning set forth in Section 6.1(e).

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by Law to close.

“ Cancelled Interests ” shall have the meaning set forth in Section 1.4(c).

“ Carbon ” shall have the meaning set forth in the Preamble.

“ Carbon Bank ” shall have the meaning set forth in Section 1.12(a).

“ Carbon Cash Award ” shall have the meaning set forth in Section 1.4(b).

“ Carbon Closing Price ” means the average, rounded to the nearest one ten thousandth, of the closing-sale prices of Carbon Common Stock on the NYSE as reported by The Wall Street Journal for the five full trading days ending on (and including) the day preceding the Closing Date.

“ Carbon Disclosure Schedule ” shall have the meaning set forth in Section 9.6(a).

“ Carbon Regulatory Agreement ” shall have the meaning set forth in Section 4.11(a).

“ Carbon Reports ” means each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC since January 1, 2014 by Carbon pursuant to the Securities Act or the Exchange Act.

“ Carbon Restricted Stock Award ” shall have the meaning set forth in Section 4.2(a).

“ Carbon Restricted Stock Units ” shall have the meaning set forth in Section 4.2(a).

“ Carbon Signing Price ” shall have the meaning set forth in Section 1.7.

“ Carbon Stock Award ” shall have the meaning set forth in Section 1.4(b).

“ Carbon Stock Options ” shall have the meaning set forth in Section 4.2(a).

“ Carbon Stock Plans ” shall have the meaning set forth in Section 4.2(a).

“ Cash Consideration Amount ” shall have the meaning set forth in Section 1.7.

“ Certificate ” means a certificate or book-entry account statement, as applicable.

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“ Certificate of Merger ” shall have the meaning set forth in Section 1.2.

“ CFPB ” means the Consumer Financial Protection Bureau.

“ Claim ” shall have the meaning set forth in Section ‎6.18(d).

“ Closing ” shall have the meaning set forth in Section 9.1.

“ Closing Date ” shall have the meaning set forth in Section 9.1.

“ Code ” shall have the meaning set forth in the Recitals.

“ Common Equity ” means the amount set forth in the line item “total members equity” on the Oxygen Audited Interim Balance Sheet, which amount as reflected in the balance sheet included in the Oxygen Unaudited Financial Statements was $2,914,268,110.

“ Confidentiality Agreement ” means the confidentiality agreement, dated January 2, 2013, between Carbon and Oxygen, as amended on February 6, 2014.

“ Consent Orders ” shall have the meaning set forth in Section 3.14(a).

“ Continuing Employees ” shall have the meaning set forth in Section 6.3(a).

“ Contract ” means any written contract, agreement, license, note, lease, mortgage, indenture, commitment, understanding or other legally binding agreement.

“ Copyrights ” shall have the meaning set forth in the definition of Intellectual Property.

“ Delaware Courts ” shall have the meaning set forth in Section 9.9(b).

“ DLLCA ” shall have the meaning set forth in Section 1.1(a).

“ Effective Time ” shall have the meaning set forth in Section 1.2.

“ Electing Options ” shall have the meaning set forth in Section 1.6(a).

“ Electing Oxygen Holder ” shall have the meaning set forth in Section 6.18(a).

“ Enforceability Exceptions ” means bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies.

“ Environmental Laws ” means all Laws relating to: (i) the protection or restoration of the environment (including, without limitation, air, surface water, groundwater, drinking water supply, surface land, subsurface land), health and safety as it relates to hazardous substance exposure or natural resources; (ii) the handling, use, presence, disposal, release or threatened release of, or exposure to, any Hazardous Substance; or (iii) noise, odor, wetlands, indoor air, pollution, contamination or any injury to persons or property from exposure to any Hazardous Substance.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Estimated Transaction Expense and Retention Amounts Tax Benefits ” shall have the meaning set forth in Section 6.14(a).

“ Excess Capital ” means the amount of Tangible Common Equity reflected on the Oxygen Audited Interim Balance Sheet minus the Required Capital.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Agent ” shall have the meaning set forth in Section 2.1.

“ Exchange Fund ” shall have the meaning set forth in Section 2.1.

“ Excluded Amount ” means the aggregate increase to clauses (i) and (ii) of the definition of “Gross Merger Consideration” resulting, directly or indirectly, from the Prohibited Transactions and Prohibited Practices, if any.

“ Fannie Mae ” means the Federal National Mortgage Association.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ FDIC Agreements ” shall have the meaning set forth in Section 3.13(a)(xi).

“ FDIC Consent ” shall have the meaning set forth in Section 6.1(b).

“ FDIC Modification ” shall have the meaning set forth in Section 6.1(b).

“ FDIC Non-Objection ” shall have the meaning set forth in Section 6.1(b).

“ FDIC Payment ” shall have the meaning set forth in Section 6.1(b).

“ FDICIA ” shall have the meaning set forth in Section 3.6(c).

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

“ Final Gross Merger Consideration ” has the meaning set forth in Section 1.7(c)(iv).

“ Final Offer ” shall have the meaning set forth in Section 9.14.

“ Final Resolution ” means with respect to a Proceeding, (i) a final and non-appealable decision, judgment or award by a Governmental Entity of competent jurisdiction with respect to such Proceeding, (ii) a binding settlement agreement entered into by Carbon or its Subsidiaries with a third party with respect to such Proceeding or (iii) the written agreement of Carbon and the Holders’ Representative with respect to the final resolution of such Proceeding.

“ Final Transaction Tax Analysis ” shall have the meaning set forth in Section 6.14(a).

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“ Financial Freedom ” means the third-party reverse mortgage servicing business conducted by Oxygen and its Subsidiaries (or following Closing, by Carbon and its Subsidiaries).

“ Financing ” shall have the meaning set forth in Section 6.2(c).

“ Freddie Mac ” means the Federal Home Loan Mortgage Corporation.

“ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

“ Ginnie Mae ” means the Government National Mortgage Association.

“ Goodwill and Intangibles ” means the amount set forth in the line item “goodwill and other intangible assets” on the Oxygen Audited Interim Balance Sheet, which amount as reflected in the balance sheet included in the Oxygen Unaudited Financial Statements was $109,708,298.

“ Governmental Entity ” means any federal, state, local or foreign government, any transnational governmental organization or any court of competent jurisdiction, arbitral, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or any national securities exchange or any SRO.

“ Governmental Insurer ” shall have the meaning set forth in Section 3.13(a)(xiii).

“ Governmental Insurer Requirements ” means the requirements of any Governmental Insurer as such requirements are available and updated or amended from time to time electronically or in writing in guides, bulletins, handbooks, industry letters, mortgagee letters, circulars or other similar communications from the respective governmental insurer or in written agreements between the respective governmental insurer and Oxygen or one of its Subsidiaries.

“ Gross Merger Consideration ” means an amount equal to the sum of (i) the product of (A) 1.3 multiplied by (B) Required Capital plus (ii) Excess Capital minus (iii) any Excluded Amounts.

“ Gross Settlement Election ” shall have the meaning set forth in Section 1.6(b).

“ GSE Agreements ” shall have the meaning set forth in Section 3.13(a)(xii).

“ GSEs ” means Fannie Mae and Freddie Mac (each individually, a “ GSE ”).

“ GSE Consent ” shall have the meaning set forth in Section 6.1(c).

“ GSE Modification ” shall have the meaning set forth in Section 6.1(c).

“ GSE Non-Objection ” shall have the meaning set forth in Section 6.1(c).

“ GSE Payment ” shall have the meaning set forth in Section 6.1(c).

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“ GSE Requirements ” means the requirements of any GSE as such requirements are available and updated or amended from time to time electronically or in writing in handbooks, guides, guidelines, manuals, mortgagee letters, circulars, bulletins, industry letters or other similar communications from the respective GSE (or its conservator) or in written agreements between the GSE and Oxygen or one of its Subsidiaries..

“ Hazardous Substance ” means any substance listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, under any Environmental Law, whether by type or by quantity, including any substance containing any such substance as a component, and including, without limitation, any hazardous waste, toxic waste, pollutant, contaminant, hazardous substance, toxic substance, petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos, asbestos-containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl.

“ Holdback Amount ” has the meaning set forth in Section 1.7.

“ Holdback Percentage ” means a fraction, the numerator of which is the sum of (i) the vested Oxygen Common Interests plus (ii) the Oxygen Common Interests issuable upon exercise of In-the Money Oxygen Options plus (iii) the Oxygen Interest Awards, in each case held by such Oxygen Holder immediately prior to the Effective Time, and the denominator of which, is the sum of (i) all vested Oxygen Common Interests plus (ii) all Common Interests issuable upon exercise of In-the Money Oxygen Options plus (iii) all Oxygen Interest Awards, in each case outstanding immediately prior to the Effective Time.

“ Holdback Reports ” shall have the meaning set forth in Exhibit A.

“ Holder Acknowledgment ” means a holder acknowledgement.

“ Holder Expense Fund ” means $2,000,000.

“ Holders’ Representative ” shall have the meaning set forth in the Recitals.

“ HUD ” means the United States Department of Housing and Urban Development.

“ Indemnified Parties ” shall have the meaning set forth in Section 6.4(a).

“ Independent Valuation Firm ” shall have the meaning set forth in Section 9.14.

“ Intellectual Property ” means all intellectual property rights existing anywhere in the world associated with all: (i) patents and patent applications, including continuations, divisionals, continuations-in-part, reissues or reexaminations and patents issuing thereon (collectively, “ Patents ”), (ii) trademarks, service marks, trade dress, logos, corporate names, trade names and Internet domain names, together with the goodwill associated with any of the foregoing, and all applications and registrations therefor (collectively, “ Marks ”), (iii) copyrights and registrations and applications therefor, works of authorship and moral rights (collectively, “ Copyrights ”), (iv) Software, and (v) trade secrets, discoveries, concepts, ideas, research and development, algorithms, know-how, formulae, inventions (whether or not patentable), processes, techniques,

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technical data, designs, drawings, specifications, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (collectively, “ Trade Secrets ”).

“ In-the-Money Oxygen Options ” shall have the meaning set forth in Section 1.7.

“ Investor/Insurer Requirements ” means the applicable rules, regulations, announcements, notices, directives, instructions, servicing guidelines, and mortgage letters of the investor and/or private mortgage insurer of the Loan, including the applicable provisions of any pooling and servicing agreement or any other agreements with investors and private mortgage insurers pursuant to which Oxygen is the servicer of the Loan, all as may be amended from time to time.

“ Investor Questionnaire ” means an investor questionnaire in the form attached as Annex A .

“ IRS ” means the Internal Revenue Service.

“ Knowledge ” means (i) with respect to Oxygen, the actual knowledge of any of the officers of Oxygen listed on Section 9.5(a) of the Oxygen Disclosure Schedule, after reasonable investigation, and (ii) with respect to Carbon, the actual knowledge of any of the officers of Carbon listed on Section 9.5 of the Carbon Disclosure Schedule, after reasonable investigation.

“ Law ” means any law (including common law), treaty, statute, ordinance, code, rule, regulation, judgment, decree, order, writ, award, injunction, decree, directive, authorization or determination enacted, entered, promulgated, enforced or issued by any Governmental Entity.

“ Letter of Transmittal ” shall have the meaning set forth in Section 2.2.

“ Liability ” means any and all debts, liabilities and obligations, whether fixed, contingent or absolute, matured or unmatured, accrued or not accrued, determined or determinable, secured or unsecured, disputed or undisputed, subordinated or unsubordinated, or otherwise.

“ Liens ” means any security interest, pledge, hypothecation, mortgage, deed of trust, lien (including environmental and Tax liens), assignment, charge, encumbrance, restriction, reservation, declaration, easement, right of way, lease, agreement to lease, encroachment, severance of oil, gas or mineral rights, license, or other security interest of any kind or nature whatsoever (including those created by, arising under or evidenced by any conditional sale or other title retention agreement), the interest of a lessor under a capital lease, conditional or installment sales contract, contract for deed, any financing lease or any agreement to provide any of the foregoing or any other similar restriction on ownership or, with respect to any real or personal property, any defect in or cloud on title to such asset or contractual restriction on the ownership or use of such asset, land use or zoning ordinance or regulation, or sale of or limitation of air or development rights.

“ Loan ” shall mean, as applicable, any extension of credit or commitment to extend credit.

“ Loss ” means any and all losses, claims, damages, Liabilities, obligations, costs and expenses, whether or not reserved (including, without limitation, as a result of any notices,

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Proceedings, demands, assessments, judgments, awards, costs, penalties, Taxes and reasonable expenses, including reasonable attorneys’ and other professionals’ fees and disbursements) .

“ Loss Share Agreement ” shall have the meaning set forth in Section 3.13(a)(xi).

“ Loss Share Review ” shall have the meaning set forth in Section3.24(e).

“ Made Available ” means made available to Carbon at the offices of Cleary Gottlieb Steen & Hamilton LLP or in the Project Driver online dataroom prior to the date hereof.

“ Marks ” shall have the meaning set forth in the definition of Intellectual Property.

“ Material Adverse Effect ” means, with respect to Oxygen or Carbon, as the case may be, any fact, change, event, occurrence, condition or development which (i) has, or would reasonably be expected to have, a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole ( provided that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes after the date hereof in GAAP, (B) changes after the date hereof in Laws of general applicability to companies in the industries in which such party and its Subsidiaries operate, (C) changes after the date hereof in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting other companies in the industries in which such part and its Subsidiaries operate (including changes in interest rates), (D) the announcement of this Agreement, including the impact thereof on relationships with customers, employees and counterparts, (E) volcanoes, tsunamis, pandemics, earthquakes, floods, storms, hurricanes, tornadoes or other natural disasters, (F) actions or omissions of Carbon or Oxygen taken at the written request of the other party, or (G) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, but not, in either case, including the underlying causes thereof; except, with respect to clauses (A), (B), (C) or (E), to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) prevents or materially impairs the ability of such party to timely consummate the transactions contemplated hereby. In addition, in the case of Oxygen, Material Adverse Effect shall not be deemed to include the impact of any fact, change, event, occurrence, condition or development to the extent the impact is reflected in the calculation of Final Gross Merger Consideration or to the extent Carbon will be compensated in respect of the impact from the Holdback Amount.

“ Merger ” shall have the meaning set forth in the Recitals.

“ Merger Consideration Per Fully Diluted Interest ” shall have the meaning set forth in Section 1.7.

“ Merger Sub ” shall have the meaning set forth in the Preamble.

“ Multiemployer Plan ” shall have the meaning set forth in Section 3.11(f).

“ Multiple Employer Plan ” shall have the meaning set forth in Section 3.11(f).

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“ Net Merger Consideration ” shall have the meaning set forth in Section 1.7.

“ New Benefit Plan ” shall have the meaning set forth in Section 6.3(b).

“ Non-Accredited Investor ” means any holder of Oxygen Common Interests (including Oxygen Interest Awards) or Oxygen Options who Carbon is unable to verify to its reasonable satisfaction is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) as of the Effective Time (it being understood that Carbon may deem any Oxygen Holder who does not complete and deliver an Investor Questionnaire to the Exchange Agent prior to the fifth Business Day prior to the Closing Date as a Non-Accredited Investor).

“ Non-Accredited Investor Common Interest Consideration ” shall have the meaning set forth in Section 1.6(a).

“ Non-Accredited Investor Option Consideration ” shall have the meaning set forth in Section 1.6(a).

“ Notice of Disagreement ” shall have the meaning set forth in Section 1.7(c)(iii).

“ NYSE ” means the New York Stock Exchange.

“ OCC ” means the Office of the Comptroller of the Currency.

“ Option Cash Amount ” shall have the meaning set forth in Section 2.2(h).

“ Option Consideration ” shall have the meaning set forth in Section 1.7.

“ Option Holder ” shall have the meaning set forth in Section 1.6(a).

“ Option Withholding Amount ” shall have the meaning set forth in Section 2.2(h).

“ Organizational Documents ” means a Person’s charter, articles of organization, certificate of incorporation, certificate of formation, limited liability company agreement, trust documents, partnership agreement, by-laws or other similar organizational documents, as applicable, and including in the case of Oxygen, the Oxygen LLC Agreement.

“ Out-of-the-Money Oxygen Option ” shall have the meaning set forth in Section 1.6(a).

“ Owned Real Property ” shall have the meaning set forth in Section 3.18(c).

“ Oxygen ” shall have the meaning set forth in the Preamble.

“ Oxygen Audited Financial Statements ” shall have the meaning set forth in Section 3.6(a).

“ Oxygen Audited Interim Balance Sheet ” shall have the meaning set forth in Section 1.7(c).

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“ Oxygen Audited Interim Financial Statements ” shall have the meaning set forth in Section 1.7(c).

“ Oxygen Bank ” shall have the meaning set forth in Section 1.12(a).

“ Oxygen Benefit Plans ” shall have the meaning set forth in Section 3.11(a).

“ Oxygen Budget ” means the 2014 Draft Forecast (with Haircuts ID 407).

“ Oxygen Common Interest ” means any “Common Interest” of Oxygen as such term is defined in the Oxygen LLC Agreement; provided that for purposes of this Agreement, Oxygen Common Interest shall not include any Oxygen Converted Common Interest.

“ Oxygen Contract ” shall have the meaning set forth in Section 3.13(a).

“ Oxygen Converted Common Interest ” means any “Converted Common Interest” of Oxygen as such term is defined in the Oxygen LLC Agreement.

“ Oxygen Disclosure Schedule ” shall have the meaning set forth in Section 9.6(a).

“ Oxygen ERISA Affiliate ” shall have the meaning set forth in Section 3.11(a).

“ Oxygen Financial Statements ” shall have the meaning set forth in Section 3.6(a).

“ Oxygen Holder ” and “ Oxygen Holders ” shall have the meaning set forth in Section 1.1(b).

“ Oxygen Interest Award ” shall have the meaning set forth in Section 1.4(b).

“ Oxygen LLC Agreement ” shall mean the Third Amended and Restated Limited Liability Company Agreement of Oxygen.

“ Oxygen Loan ” means (i) any Loan owned in whole or in part by Oxygen or any of its Subsidiaries, including a Loan that has closed but has not funded, and (ii) any Loan that, as of any time, Oxygen or any of its Subsidiaries owned and subsequently sold, transferred conveyed or assigned.

“ Oxygen Option ” means an option granted by Oxygen to purchase Oxygen Common Interests that is outstanding and unexercised immediately prior to the Effective Time.

“ Oxygen Profits Interest ” means any “Profits Interest” of Oxygen as such term is defined in the Oxygen LLC Agreement.

“ Oxygen Qualified Plans ” shall have the meaning set forth in Section 3.11(d).

“ Oxygen Registered Intellectual Property ” shall have the meaning set forth in Section 3.19(a).

“ Oxygen Regulatory Agreement ” shall have the meaning set forth in Section 3.14.

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“ Oxygen Unaudited Financial Statements ” shall have the meaning set forth in Section 3.6(a).

“ Patents ” shall have the meaning set forth in the definition of Intellectual Property.

“ Per Common Interest Merger Consideration ” shall have the meaning set forth in Section 1.4(a).

“ Per Interest Cash Consideration ” shall have the meaning set forth in Section 1.7.

“ Per Interest Stock Consideration ” shall have the meaning set forth in Section 1.7.

“ Per Option Cash Consideration ” shall have the meaning set forth in Section 1.7.

“ Per Option Merger Consideration ” shall have the meaning set forth in Section 1.6.

“ Per Option Stock Consideration ” shall have the meaning set forth in Section 1.7.

“ Permits ” shall have the meaning set forth in Section 3.12(a).

“ Permitted Encumbrances ” means (a) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, landlord’s or repairmen’s liens or other similar common law or statutory Liens arising or incurred in the ordinary course of business, (b) Liens for Taxes, assessments and other governmental charges not yet due and payable, due but not delinquent, or being contested in good faith by appropriate proceedings for which adequate reserves have been established and are reflected on the most recent balance sheet included in the Oxygen Financial Statements, in each case in accordance with GAAP, (c) nonmonetary Liens (other than leases or other occupancy agreements) that would not impair or restrict in any material respect the use, value or free transferability of the real or tangible property in question based on the current use of such property , (d) Liens disclosed on the Oxygen Financial Statements, or notes thereto, (e) Liens arising or incurred in connection with any advance made by any Federal Home Loan Bank permitted by the terms of this Agreement that are consistent in all material respects with the Liens disclosed on the Oxygen Financial Statements, or notes thereto for such type of advances, (f) non-exclusive licenses or other similar grants of rights to Intellectual Property to end-users or customers granted in the ordinary course of business and (g) such other Liens or imperfections of title that do not, in any material respect, detract from the value or interfere with the present use of the property subject thereto or affected thereby.

“ Person ” means any individual, corporation (including not-for-profit), savings association, bank, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

“ Pool ” shall have the meaning set forth in Section 3.23(f).

“ Preliminary Gross Merger Consideration ” means $3,410,894,310.

“ Premium Cap ” shall have the meaning set forth in Section 6.4(b).

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“ Previously Disclosed ” means information set forth by Oxygen or Carbon in the Oxygen Disclosure Schedule or Carbon Disclosure Schedule, as applicable; provided that disclosure in any section of such schedule shall apply only to the corresponding Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement.

“ Proceeding ” means any legal, administrative, arbitral or other proceeding, claim, actions or governmental or regulatory investigation of any nature.

“ Prohibited Practice ” shall have the meaning set forth in Section 3.8(b).

“ Prohibited Transaction ” shall have the meaning set forth in Section 3.8(b).

“ Real Property Lease ” shall have the meaning set forth in Section 3.18(b).

“ Regulatory Agencies ” shall have the meaning set forth in Section 3.5.

“ Released Holdback Amount ” shall have the meaning set forth in Exhibit A.

“ Released Parties ” shall have the meaning set forth in Section 6.18(d).

“ Representatives ” shall have the meaning set forth in Section 6.10(a).

“ Required Capital ” means the amount of Tangible Common Equity reflected on the Oxygen Audited Interim Balance Sheet up to the amount which results in a 9% TCE/TA Ratio calculated based on the Tangible Common Equity and Tangible Assets reflected on the Oxygen Audited Interim Balance Sheet.

“ Requisite Holders ” shall have the meaning set forth in Section 6.18(a).

“ Requisite Regulatory Approvals ” means the approval of the Federal Reserve and the OCC, in each case required to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger.

“ Retention Agreement ” shall have the meaning set forth in the Recitals.

“ Retention Amount ” shall mean $10,810,000.

“ Rolled Equity Award Amount ” shall have the meaning set forth in Section 1.7.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Selling Interestholder Restrictive Covenant Agreements ” shall have the meaning set forth in the Recitals.

“ Servicing Agreements ” shall have the meaning set forth in Section 3.13(a)(xiv).

“ Software ” means (A) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object

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code, (B) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (C) all documentation, including user manuals and other training documentation, related to any of the foregoing.

“ SRO ” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

“ State Act ” shall have the meaning set forth in Section 2.2(i).

“ Stock Consideration Amount ” has the meaning set forth in Section 1.7.

“ Stock Repurchase ” shall have the meaning set forth in Section 6.2(c).

“ Stockholders Agreement ” shall have the meaning set forth in the Recitals.

“ Subsidiary ” means, in respect of any Person, any entity of which (i) such Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such Person is or directly or indirectly has the power to appoint a general partner, manager or managing member.

“ Surviving Bank ” shall have the meaning set forth in Section 1.12.

“ Surviving Company ” shall have the meaning set forth in the Recitals.

“ Takeover Statutes ” shall have the meaning set forth in Section 3.21.

“ Tangible Assets ” means Total Assets minus Goodwill and Intangibles.

“ Tangible Common Equity ” means Common Equity minus Goodwill and Intangibles.

“ Tapes ” shall have the meaning set forth in Section 3.24(d).

“ Tax ” or “ Taxes ” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.

“ Tax Analysis ” shall have the meaning set forth in Section 6.14(a).

“ Tax Analysis Objection ” shall have the meaning set forth in Section 6.14(a).

“ Tax Effected Transaction Expenses ” means (i) the Transaction Expenses less (ii) the Tax benefits in respect thereof determined in accordance with Section 6.14.

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“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

“ TCE/TA Ratio ” means Tangible Common Equity divided by Tangible Assets.

“ Termination Date ” shall have the meaning set forth in Section 8.1(c).

“ Total Assets ” means the amount set forth in the line item “total assets” on the Oxygen Audited Interim Balance Sheet, which amount as reflected in the balance sheet included in the Oxygen Unaudited Financial Statements was $22,566,541,567.

“ Trade Secrets ” shall have the meaning set forth in the definition of Intellectual Property.

“ Transaction Expenses ” means the aggregate amount of (i) fifty percent (50%) of the amount of the FDIC Payments that Oxygen, Carbon or their respective Subsidiaries make, incur or commit to make or incur that do not constitute a Burdensome Condition, if any, (ii) fifty percent (50%) of the amount of the GSE Payments that Oxygen, Carbon or their respective Subsidiaries make, incur or commit to make or incur that do not constitute a Burdensome Condition, if any, (iii) fees or other payments (other than payment of the Net Merger Consideration) to any Oxygen Holder or their Affiliates in connection with this Agreement or the transactions contemplated by this Agreement, if any, (iv) bonuses paid to employees of Oxygen or its Subsidiaries in connection with this Agreement or the transactions contemplated by this Agreement, if any, (v) severance paid to Oxygen employees following the date hereof (excluding any severance (1) paid in amounts and on terms consistent with Oxygen’s past practice as set forth on Section 9.5(c) of the Oxygen Disclosure Schedule, (2) paid pursuant to the agreements set forth on Section 9.5(c) of the Oxygen Disclosure Schedule or (3) that is mutually agreed in writing with Carbon), (vi) fees or other payments to financial advisors, attorneys, accountants or other third party advisors or representatives in connection with this Agreement or the transactions contemplated by this Agreement and (vii) the fees set forth on Section 9.5(d) of the Oxygen Disclosure Schedule, in the case of (iii) through (vi) that are incurred by Oxygen or any of its Subsidiaries at or prior to the Closing, whether payable before, at or after the Closing; provided that “Transaction Expenses” shall not include any amounts incurred solely as a result of any change effected pursuant to Section 1.1(b), provided further that, for the avoidance of doubt, “Transaction Expenses” shall not include any amounts to the extent reflected as a liability on the Oxygen Audited Interim Financial Statements or to the extent incurred and paid prior to June 30, 2014; and, provided further that, for purposes of clarification, “Transaction Expenses” shall not include any payments made pursuant to Section 5.07 of the Oxygen LLC Agreement.

“ Transaction Tax Analysis ” shall have the meaning set forth in Section 6.14(a).

“ USDA ” means the United States Department of Agriculture.

“ VA ” means the United States Department of Veteran Affairs.

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9.6 Disclosure Schedule .

(a) Before entry into this Agreement, Oxygen delivered to Carbon a schedule (a “ Oxygen Disclosure Schedule ”) and Carbon delivered to Oxygen a schedule a (“ Carbon Disclosure Schedule ”), each of which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, respectively, or to one or more covenants contained herein; provided that notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (ii) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect.

9.7 Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

9.8 Entire Agreement . This Agreement (including the documents and the instruments referred to herein) together with the Confidentiality Agreement constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

9.9 Governing Law; Jurisdiction .

(a) This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable conflicts of Law.

(b) Each party agrees that it will bring any Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Delaware Chancery Court, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, in the United States District Court for the District of Delaware (such courts, the “ Delaware Courts ”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Delaware Courts, (ii) waives any objection to laying venue in any such Proceeding in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such Proceeding will be effective if notice is given in accordance with Section 9.4.

9.10 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 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

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of or relating to this Agreement or the transactions contemplated by this Agreement. Each party certifies and acknowledges that: (i) 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; (ii) each party understands and has considered the implications of this waiver; (iii) each party makes this waiver voluntarily; and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.10.

9.11 Assignment; Third Party Beneficiaries . Neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except (a) as otherwise specifically provided in Section 6.3(a) and (b) if the Effective Time occurs, the exclusive right of the Holder’s Representative to enforce the provisions of Section 6.17 on behalf of the Oxygen Holders who have irrevocably agreed to be bound by Section 6.18, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

9.12 Specific Performance . Each party hereto agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached or threatened to be breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Merger and the Bank Merger) in the Delaware Courts, without bond or other security being required, this being in addition to any other right, remedy or cause of action to which such party is entitled at law or in equity.

9.13 Delivery by Facsimile or Electronic Transmission . This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

9.14 Valuation Dispute . If Oxygen and Carbon are not initially in agreement with respect to the amount of an FDIC Payment or GSE Payment that would be reflected as a Transaction Expense in the calculation of Net Merger Consideration assuming such FDIC Payment or GSE Payment were paid by Oxygen as contemplated by Section 6.1(b) or 6.1(c), the

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parties shall seek in good faith to resolve their differences and agree on an amount within ten (10) Business Days. If, at the end of such ten (10) Business Day period, such amount or amounts still remain in dispute, then within two (2) Business Days following the end of such period, Carbon and Oxygen shall each submit in writing to a nationally recognized independent valuation firm reasonably agreed by Oxygen and Carbon (the “Independent Valuation Firm”) an amount that shall be its best and final offer as to the amount of such FDIC Payment or GSE Payment, as applicable (as to each, its “Final Offer”). The Independent Valuation Firm shall be instructed to select the Final Offer that is closest to the value of the FDIC Payment or GSE Payment, as the case may be, as determined by the Independent Valuation Firm in accordance with the terms of this Agreement. The Final Offer selected by the Independent Valuation Firm shall serve as the final, binding resolution of the amount of the FDIC Payment or GSE Payment, as applicable, that would be reflected as a Transaction Expense if paid by Oxygen and such selection of a Final Offer by the Independent Valuation Firm shall be (i) in writing and signed by the Independent Valuation Firm, (ii) furnished to Carbon and Oxygen as soon as practicable after the items in dispute have been referred to the Independent Valuation Firm, which shall not be more than twenty (20) Business Days after such referral, and (iii) conclusive and binding upon Carbon and Oxygen on the date of delivery of such written resolution (other than in the case of fraud). Carbon and Oxygen agree to cooperate with the Independent Valuation Firm and to promptly provide all documents and information reasonably requested by the Independent Valuation Firm so as to enable it to make its determination as quickly and as accurately as possible. The fees and expenses of the Independent Valuation Firm shall be borne by the party whose Final Offer is not selected by the Independent Valuation Firm; provided that any fees and expenses borne by Oxygen shall be Transaction Expenses.

[Signature Page Follows]

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IN WITNESS WHEREOF, Carbon, Oxygen, Merger Sub and the Holders’ Representative have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

CIT GROUP INC.

	By:	/s/ John A. Thain
		Name: John A. Thain
		Title: Chairman and Chief Executive Officer

CARBON MERGER SUB LLC

	By:	/s/ John A. Thain
		Name: John A. Thain
		Title: Chief Executive Officer

IMB HOLDCO LLC

	By:	/s/ Steven T. Mnuchin
		Name: Steven T. Mnuchin
		Title: Chief Executive Officer

JCF III HOLDCO I L.P., as Holders’

Representative

By: JCF III AIV I GP L.P., its general partner

By: JCF III AIV I GP Ltd., its general partner

	By:	/s/ Sally Rocker
		Name: Sally Rocker
		Title: Authorized Person

[Signature Page to Merger Agreement]

Exhibit 10.1

Execution Version

STOCKHOLDERS AGREEMENT

by and among

CIT GROUP INC.

and

the parties listed on the signature pages hereto

_____________________

DATED AS OF JULY 21, 2014

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.01.

Definitions

Article II

TRANSFER RESTRICTIONS AND RESTRICTED ACTIVITIES

Section 2.01.	Transfer Restrictions	5
Section 2.02.	Restricted Activities	7

Article III

REGISTRATION RIGHTS

Section 3.01.	Registration	7
Section 3.02.	Piggyback Registration	10
Section 3.03.	Reduction of Size of Underwritten Offering	11
Section 3.04.	Registration Procedures	12
Section 3.05.	Conditions to Offerings	17
Section 3.06.	Suspension Period	18
Section 3.07.	Registration Expenses	19
Section 3.08.	Rules 144 and 144A and Regulation S	19
Section 3.09.	Indemnification; Contribution	19
Section 3.10.	Termination	21
Section 3.11.	Participating Shareholder	21

Article IV

REPRESENTATIONS AND WARRANTIES

Section 4.01.	Representations and Warranties of the Company	22
Section 4.02.	Representations and Warranties of Sellers	22

Article V

GENERAL PROVISIONS

Section 5.01.	Adjustments	23
Section 5.02.	Notices	23
Section 5.03.	Expenses	24
Section 5.04.	Amendments; Waivers; Action by Shareholders	24
Section 5.05.	Interpretation	24

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Section 5.06.	Counterparts	25
Section 5.07.	Assignment; Third Party Beneficiaries	25
Section 5.08.	WAIVER OF JURY TRIAL	25
Section 5.09.	Governing Law; Jurisdiction	26
Section 5.10.	Specific Performance	26
Section 5.11.	Effectiveness; Termination	26
Section 5.12.	Entire Agreement	26
Section 5.13.	Maintenance of Member Indemnity	27

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STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT, dated as of July 21, 2014 (this “ Agreement ”), by and among the parties listed on the signature pages hereto (each, a “ Seller ,” and collectively, the “ Sellers ”), and CIT Group Inc., a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS, on the date hereof, IMB HoldCo LLC (“ Oxygen ”), the Company, and Carbon Merger Sub LLC have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “ Merger Agreement ”) pursuant to which Oxygen will merge with and into Carbon Merger Sub LLC (the “ Merger ”), with Carbon Merger Sub LLC surviving the Merger as a wholly-owned Subsidiary of the Company;

WHEREAS, Sellers will receive cash and shares of Common Stock in the Merger (such shares received in the Merger, the “ Shares ”); and

WHEREAS, each of the parties hereto desires to set forth in this Agreement certain terms and conditions regarding the Sellers’ ownership of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement. As used in and for purposes of this Agreement, the following terms have the following meanings:

“ Affiliate ” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person; provided , however , that other than for purposes of Section 2.02, no portfolio company of any investment fund, vehicle or account advised, managed or sponsored by any Oxygen Holder or its Affiliates shall be deemed an Affiliate of Oxygen, any of its Subsidiaries or any Oxygen Holder for purposes of this Agreement.

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

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

“ beneficial owner ” and words of similar import have the meaning assigned to such terms in Rule 13d-3 promulgated under the Exchange Act as in effect on the date of this Agreement; provided , however , that for purposes of this Agreement, a Person shall be deemed to

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be the beneficial owner of (i) any securities which may be acquired by such Person upon the exercise of any rights (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any condition, the occurrence of any event or any combination of the foregoing) and (ii) any securities which are the subject of any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such Person is a Receiving Party. The term “ beneficially own ” has a meaning correlative to the foregoing.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by Law to close.

“ Closing ” means the closing of the transactions contemplated by the Merger Agreement.

“ Closing Date ” means the date on which the Closing occurs.

“ Common Stock ” means, collectively, the common stock, par value $0.01 per share, of the Company.

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

“ control ” means the possession directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Controlled Affiliate ” means any Affiliate of the specified Person that is, directly or indirectly, controlled by or under common control with the specified Person.

“ Delaware Courts ” has the meaning set forth in Section 5.09(b).

“ Demand Notice ” has the meaning set forth in Section 3.01(b)(i).

“ Demand Registration ” has the meaning set forth in Section 3.01(b)(i).

“ Demand Shareholders ” has the meaning set forth in Section 3.01(b)(i).

“ Derivatives Contract ” means a contract between two parties (the “ Receiving Party ” and the “ Counterparty ”) that is designed to produce economic benefits and risks to the Receiving Party and/or voting rights that correspond substantially to the ownership by the Receiving Party of a number of securities specified or referenced in such contract, regardless of whether obligations under such contract are required or permitted to be settled through delivery of cash, securities or other property.

“ Equity Interests ” means the shares of Common Stock or other equity interests, as the case may be, of the Company, and any securities into which such shares of Common Stock or other equity interests shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other equity interests.

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“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Group ” has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.

“ Indemnified Party ” has the meaning set forth in Section 3.09(c).

“ Indemnified Persons ” has the meaning set forth in Section 3.09(a).

“ Indemnifying Party ” has the meaning set forth in Section 3.09(c).

“ Initial Takedown Shareholder ” has the meaning set forth in Section 3.01(a)(ii).

“ Inspectors ” has the meaning set forth in Section 3.04(a)(x).

“ Issuer FWP ” has the meaning assigned to “issuer free writing prospectus” in Rule 433 under the Securities Act.

“ Lockup Termination Date ” has the meaning set forth in Section 2.01(b).

“ Loss ” means any and all losses, claims, damages, Liabilities, obligations, costs and expenses (including, without limitation, as a result of any notices, actions, suits, proceedings, claims, demands, assessments, judgments, awards, costs, penalties, Taxes and reasonable expenses, including reasonable attorneys’ and other professionals’ fees and disbursements).

“ Merger Agreement ” has the meaning set forth in the Recitals.

“ NYSE ” means the New York Stock Exchange.

“ Oxygen ” shall have the meaning set forth in the Recitals.

“ Permitted Transferee ” shall have the meaning set forth in Section 2.01(a).

“ Piggyback Registration ” has the meaning set forth in Section 3.02.

“ Piggyback Shareholders ” has the meaning set forth in Section 3.02.

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“ Prospectus ” means the prospectus (including any preliminary prospectus and any final prospectus) included in any Registration Statement, as amended or supplemented by any free writing prospectus, whether or not required to be filed with the SEC, prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to the prospectus, and all material incorporated by reference in such prospectus.

“ Records ” has the meaning set forth in Section 3.04(a)(x).

“ Registrable Securities ” means (i) all Shares that are beneficially owned by a Shareholder at any time and (ii) all Equity Interests issued or issuable directly or indirectly with respect to the securities referred to in the foregoing clause (i) by way of share dividend or share split or in connection with a consolidation or other reorganization; provided , however , that a Share shall cease to be a Registrable Security if and when (x) it has been effectively registered under the Securities Act and disposed of in accordance with an effective Registration Statement covering it or (y) it is distributed to the public pursuant to Rule 144.

“ Registration Statement ” means any registration statement of the Company that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“ Representative ” means, with respect to any Person, such Person’s, or such Person’s Subsidiaries’, directors, officers, employees, accountants, investment bankers, commercial bank lenders, attorneys and other advisors or representatives (including the employees or attorneys of such accountants, investment bankers or attorneys).

“ Rule 144 ” means Rule 144 promulgated under the Securities Act or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller ” and “ Sellers ” have the meanings set forth in the Preamble.

“ Shareholder ” means a Seller or Permitted Transferee thereof, for so long as such Seller or Permitted Transferee beneficially owns any Shares.

“ Shares ” has the meaning set forth in the Recitals hereto.

“ Subsidiary ” means, with respect to a Person, an Affiliate directly or indirectly controlled by such Person.

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“ Suspension Period ” has the meaning set forth in Section 3.06(a).

“ Takedown Offering ” means an offering pursuant to an Automatic Shelf Registration Statement.

“ Takedown Request ” has the meaning set forth in Section 3.01(a)(ii).

“ Takedown Shareholders ” has the meaning set forth in Section 3.01(a)(ii).

“ Transfer ” means (i) any direct or indirect sale, assignment, disposition or other transfer, either voluntary or involuntary, of any capital stock or interest in any capital stock or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise.

“ Transferring Seller ” means a Seller that Transferred any of its Shares in accordance with Section 2.01(b) or Transferred Oxygen Common Interests, Oxygen Options, Oxygen Profits Interests or Oxygen Converted Common Interests in accordance with Section 2.01(a).

“ Underwriter ” means, with respect to any Underwritten Offering, a securities dealer who purchases any Registrable Securities as a principal in connection with a distribution of such Registrable Securities.

“ Underwritten Offering ” means a public offering of securities registered under the Securities Act in which an Underwriter participates in the distribution of such securities.

Article II

TRANSFER RESTRICTIONS AND RESTRICTED ACTIVITIES

Section 2.01. Transfer Restrictions .

(a) No Seller shall Transfer any Oxygen Common Interests, Oxygen Options, Oxygen Profits Interests or Oxygen Converted Common Interests (in each case other than through the exercise or conversion of any such securities pursuant to their terms or the terms of the Merger Agreement) between the date hereof and the Closing, other than Transfers to a Controlled Affiliate of such Person that agrees to be bound by the provisions of this Agreement as if it were a Seller hereunder (a “ Permitted Transferee ”).

(b) No Seller or Permitted Transferee shall Transfer any of the Shares prior to the date that is 90 days after the Closing Date (the “ Lockup Termination Date ”) and no Seller or Permitted Transferee shall Transfer more than half of its Shares prior to the date that is 180 days after the Closing Date, except in both cases other than (i) to a Permitted Transferee or (ii) to any Party or Parties not affiliated with the Seller who are acquiring majority control of the Company

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in a merger, tender offer or other transaction approved or recommended by the board of directors of the Company.

(c) In the event that following the date hereof any Permitted Transferee ceases to be a Controlled Affiliate of the applicable Transferring Seller, then any prior Transfer to such Person pursuant to such exception in Section 2.01(a) or Section 2.01(b) shall become null and void and ownership and title to any such securities so Transferred shall revert to such applicable Transferring Seller. A Seller shall promptly notify the Company following any Transfer to a Permitted Transferee.

(d) From and after the Lockup Termination Date, no Seller shall Transfer any Shares to any Person or Group who, to the Seller’s Knowledge, after giving effect to such Transfer, would beneficially own 5% or more of the outstanding shares of Common Stock; provided that the restriction shall not apply to Transfers effected through a broadly distributed Underwritten Offering pursuant to an exercise of the registration rights provided for in this Agreement or to a Transfer to any Party or Parties not affiliated with the Seller who are acquiring majority control of the Company in a merger, tender offer or other transaction approved or recommended by the board of directors of the Company. For the purposes of determining Seller’s “Knowledge”, (x) in no event shall (i) the knowledge of Seller’s broker be imputed to Seller or (ii) Seller have any obligation to make any inquiry or investigation as to the identity of the purchaser of any such Transfer and (y) if Seller has actual knowledge of the identity of the purchaser, Seller shall only be required to search the SEC’s Edgar system to establish whether or not such purchaser beneficially owns 5% or more of the outstanding shares of Common Stock.

(e) The foregoing restrictions on Transfer may be waived by the Company in writing; provided that any such waiver shall be made on a pro rata basis across all Sellers and Permitted Transferees based on the number of Shares held by each such Person. The provisions in this Section 2.01 shall terminate with respect to each individual Seller (and its Permitted Transferees) on the first date when such Seller (and any such Permitted Transferees) beneficially own 20% or less of the Shares issued to such Seller pursuant to the Merger Agreement.

(f) Any Transfer or attempted Transfer of Shares in violation of this Section 2.01 shall, to the fullest extent permitted by applicable Law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of the Company.

(g) Any certificates for Shares issued to the Sellers or any Permitted Transferee pursuant to the Merger Agreement shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to any uncertificated shares) in addition to the legend contemplated by Section 2.2(i) of the Merger Agreement referencing restrictions on transfer of such Shares under this Agreement which legend shall state in substance:

“The securities evidenced by this certificate are subject to restrictions on transfer set forth in a Stockholders Agreement, dated July 21, 2014, among the Company and certain other parties

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thereto (a copy of which is on file with the Secretary of the Company).”

(h) Notwithstanding the foregoing, the holder of any certificate(s) for Shares shall be entitled to receive from the Company new certificates for a like number of Shares not bearing such legend (or the elimination or termination of such notations or arrangements) upon the request of such holder at such time as such restrictions are no longer applicable.

Section 2.02. Restricted Activities .

(a) Each Seller shall not and shall cause its Controlled Affiliates not to, directly or indirectly, without the Company’s prior written consent:

(i) form, join or in any way participate in a Group with any other Seller (other than an Affiliate of such Seller), with respect to any voting securities of the Company;

(ii) otherwise act with any other Seller (other than an Affiliate of such Seller), to seek to control or influence the management or the policies of the Company; or

(iii) publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing;

provided that this Section 2.02(a) shall in no way limit (i) the activities of any director of the Company taken in good faith solely in his or her capacity as a director of the Company or (ii) the right or ability of any Seller to vote Shares with respect to any matter; provided further that such Seller does not make any public announcement or public communication to another Seller (other than an Affiliate of such Seller) with respect to the manner in which such Seller intends to vote such Shares with respect to any matter.

(b) Each Seller further agrees, that such Seller shall not and shall cause its Affiliates not to, without the written consent of the Company, publicly request the Company to amend or waive any provision of this Section 2.02 (including this sentence) or do so in a manner that would require the Company to publicly disclose such request.

(c) The provisions in this Section 2.02 shall terminate with respect to each individual Seller (and its Permitted Transferees) on the first date when such Seller (and any such Permitted Transferees) beneficially own 20% or less of the Shares issued to such Seller pursuant to the Merger Agreement.

Article III

REGISTRATION RIGHTS

Section 3.01. Registration . (a) (i) Prior to the Lockup Termination Date, the Company will either (A) file an Automatic Shelf Registration Statement useable for the resale of Registrable Securities under the Securities Act from and after the Lockup Termination Date, in accordance with the methods of distribution elected by such Shareholders, (B) amend an

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existing Automatic Shelf Registration Statement so that it is useable for such resales or (C) file a Prospectus supplement that shall be deemed to be part of an existing Automatic Shelf Registration Statement in accordance with Rule 430B under the Securities Act that is useable for such resales. Such Automatic Shelf Registration Statement or Prospectus shall contain any intended method of distribution of the Shares specified in writing by any Shareholder. Until the earlier of (i) such time as all Registrable Securities cease to be Registrable Securities or (ii) the Company is no longer eligible to maintain an Automatic Shelf Registration Statement, the Company will keep current and effective an Automatic Shelf Registration Statement and file such supplements or amendments to such Automatic Shelf Registration Statement as may be necessary or appropriate in order to keep such Automatic Shelf Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act. In the event that the Company is no longer eligible to maintain an Automatic Shelf Registration Statement, the Company shall provide written notice to the Shareholders of such ineligibility within five (5) Business Days of the date on which the Company becomes aware of such ineligibility. The Company shall use reasonable best efforts to cause the Registrable Securities to, on or prior to the Lockup Termination Date, be qualified for trading on any securities exchange on which the Common Stock is listed or quoted.

(ii) Upon the receipt by the Company of a written request from any Shareholder (the “ Initial Takedown Shareholder ”) that desires to sell Shares in an Underwritten Offering (an “ Initial Takedown Request ”) following the Lockup Termination Date, the Company will give written notice of such Initial Takedown Request to all other Shareholders, which notice shall be given in any event within three (3) Business Days of the date on which the Company received the applicable Initial Takedown Request. Any other Shareholders that desire to sell Shares in a Takedown Offering shall give written notice to the Company within ten (10) Business Days after the date the Company gave such other Shareholders notice of the Initial Takedown Request specifying the number of Registrable Securities proposed by such Shareholder to be included in such Takedown Offering. If Shareholders holding a majority of the Shares then held by all Shareholders do not join in the Initial Takedown Request within such ten (10) Business Day period then the Company shall not be required to take any further action with respect to such Initial Takedown Request. If Shareholders holding a majority of the Shares then held by all Shareholders join in the Initial Takedown Request, then such Initial Takedown Request shall be deemed to be a “ Takedown Request ” and such joining Shareholders together with the Initial Takedown Shareholder, are referred to collectively, as the “ Takedown Shareholders ”. Upon an Initial Takedown Request becoming a Takedown Request, the Company will cooperate with such Takedown Shareholders and any Underwriter in effecting a Takedown Offering pursuant to an Automatic Shelf Registration Statement as promptly as reasonably practicable following receipt of such Takedown Request; provided , however , that the Company shall not be obligated to effect more than one (1) Takedown Request pursuant to this Agreement; provided, further that such the Shareholders participating in such Takedown Offering must be in compliance with Section 2.01(b) of this Agreement. A Shareholder may change the number of Registrable Securities proposed to be offered in any Takedown Offering at any time prior to commencement of such offering so long as such change would not materially adversely affect the timing or success of the Takedown Offering;

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provided further that the Company shall be entitled to reasonably delay a Takedown Offering to the extent resulting from such change.

(b) (i) If at any time after the Lockup Termination Date and prior to the Company effecting a Takedown Request, the Company is no longer eligible to use an Automatic Shelf Registration Statement, within 30 days after the written request of Shareholders holding a majority of the Shares then held by the Shareholders to register the resale of a specified amount of the Registrable Securities under the Securities Act (a “ Demand Notice ”), the Company will (A) give written notice of such request to all other Shareholders (which notice shall be given in any event within three (3) Business Days of the date on which the Company received the applicable Demand Notice) and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered in the Demand Notice or by any other Shareholders by written notice to the Company given within ten (10) Business Days after the date the Company gave such other Shareholders notice of the Demand Notice (collectively, the “ Demand Shareholders ”) and (B) will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Demand Shareholders to effect an Underwritten Offering (each such registration, a “ Demand Registration ”); provided , however , that the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Agreement; provided, further that such the Shareholders participating in such Takedown Offering must be in compliance with Section 2.01(b) of this Agreement. Each Demand Notice will specify the number of Registrable Securities proposed to be offered for sale and the intended method of distribution thereof. The Demand Shareholders may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to commencement of the offering so long as such change would not materially adversely affect the timing or success of the offering. Subject to Section 3.03 and with the written consent of Shareholders holding a majority of the Shares included in the Demand Registration (such consent not to be unreasonably withheld), the Company may include in any registration effected pursuant to Section 3.01(a) or this Section 3.01(b) any securities for its own account or for the account of holders of Common Stock (other than the Shareholders).

(ii) The Company will use its reasonable best efforts to (A) cause any Registration Statement to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable after the filing thereof with the SEC and (B) keep such Registration Statement current and effective for a period of not less than 90 days, and in any event for so long as necessary for the completion of the resale of Registrable Securities registered thereon. The Company further agrees to supplement or make amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the period referred to in clause (B) above, including (1) to respond to the comments of the SEC, if any, (2) as may be required by the registration form utilized by the Company for such Registration Statement or by the instructions to such registration form, (3) as may be required by the Securities Act, (4) as may be required in connection with a Takedown Offering or (5) as may be reasonably requested in writing by the Demand Shareholders or any Underwriter and reasonably acceptable to the Company.

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(c) In the event an offering of Registrable Securities (including in connection with any Takedown Offering) under this Section 3.01 involves one or more Underwriters, the Takedown Shareholders or Demand Shareholders, on the one hand, and, the Company, on the other hand, shall each be entitled to select one internationally-recognized investment banking firm to serve as a lead Underwriter, with each of the two such lead Underwriters to be treated substantially the same in all respects (including underwriting discounts, fees and commissions) in respect of a takedown Offering or Demand Registration, and the Takedown Shareholders or Demand Shareholders, as applicable, shall have the right to select any additional Underwriters in connection with the offering; provided that any Underwriter must be reasonably acceptable to the Company. The Company shall reasonably assist such lead Underwriter or Underwriters in their efforts to sell Registrable Securities pursuant to such Registration Statement, including by taking the actions set forth in Section 3.04, and, if reasonably requested in connection with any Takedown Offering or Demand Registration that is an Underwritten Offering in which Shareholders intend to sell Registrable Securities shall make senior executives with appropriate seniority and expertise reasonably available for customary “road show” or other presentations during the marketing period for such Registrable Securities, in each case in connection with a maximum of one (1) Underwritten Offering pursuant to this Agreement (with an understanding that such Underwritten Offering shall be scheduled in a collaborative manner so as not to unreasonably interfere with the conduct of the business of the Company but that any delay of in excess of five (5) Business Days may only be made pursuant to the provisions of Section 3.06).

(d) A Shareholder will be permitted to rescind a Demand Registration or Takedown Request or request the removal of any Registrable Securities held by it from any Demand Registration or Takedown Request at any time without having to reimburse the Company for any expenses; provided that should Shareholders holding a majority of the Shares that previously made a Demand Registration or Takedown Request rescind such request, each such rescinding Shareholder shall promptly reimburse the Company for the reasonable out of pocket expenses incurred by the Company in connection with such Demand Registration or Takedown Request on a pro rata basis in accordance with the number of Shares that each such Shareholder originally intended to be offered in such Demand Registration or Takedown Request, and following such reimbursement such Demand Registration or Takedown Offering, as applicable, will not count as a Demand Registration or Takedown Offering for purposes of determining when future Demand Registrations or Takedown Offerings may be requested by Shareholders pursuant to Section 3.01(a) or Section 3.01(b).

Section 3.02. Piggyback Registration . If at any time after the Lockup Termination Date and regardless of whether there has been a Demand Registration or an effected Takedown Request, the Company proposes to file a registration statement under the Securities Act or consummate a Takedown Offering with respect to an offering of Equity Interests for (a) the Company’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Common Stock (other than a Shareholder), then the Company shall give written notice of such proposed filing or Takedown Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to the Company within five (5) Business Days after delivery of any such notice by the Company (the “ Piggyback Shareholders ”), to include Registrable Securities in such registration or Takedown Offering, as applicable (which request shall specify the number of

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Registrable Securities proposed to be included in such registration or Takedown Offering, as applicable), the Company shall, subject to Section 3.03, Section 2.01(b) of this Agreement and the following proviso, include all such requested Registrable Securities in such registration or Takedown Offering, as applicable, on the same terms and conditions as applicable to the Company’s or such holder’s shares of Common Stock (a “ Piggyback Registration ”); provided , however , that if at any time after giving written notice of such proposed filing or Takedown Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Takedown Offering, as applicable, the Company shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then the Company may, at its election, give written notice of such determination to the Piggyback Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Takedown Offering, as applicable. The Piggyback Shareholders shall, subject to Section 3.04(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by the Company with respect to any Shares sold by the Piggyback Shareholders pursuant to this Section 3.02. No registration of Registrable Securities effected pursuant to a request under this Section 3.02 shall relieve the Company of its obligations under Section 3.01 or this Section 3.02.

Section 3.03. Reduction of Size of Underwritten Offering . Notwithstanding anything to the contrary contained herein, if the lead Underwriter(s) of an Underwritten Offering advises the Company in writing that, in its reasonable opinion the number of shares of Common Stock (including any Registrable Securities) that the Company, Shareholders and any other Persons intend to include in any Registration Statement or dispose of pursuant to any Takedown Offering exceeds the number that can be sold without materially and adversely affecting the price at which the securities can be sold, then the number of shares of Common Stock to be included in the Registration Statement, or disposed of pursuant to such Takedown Offering, as applicable, for the account of the Company, Shareholders and any other Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Registration Statement or disposed of pursuant to such Takedown Offering, as applicable, to the number recommended by such lead Underwriter(s); provided , however , that such reduction shall be made in accordance with the following priorities:

(a) priority in the case of a Takedown Offering or Demand Registration pursuant to Section 3.01(a) or Section 3.01(b) will be (i) first , all Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of the Takedown Shareholders or Demand Shareholders, as applicable, pursuant to Section 3.01(a) or Section 3.01(b), pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (ii) second , any Common Stock proposed to be offered by the Company for its own account and (iii) third , pro rata among any other holders of shares of Common Stock requested to be registered, or disposed of, as applicable, so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter;

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(b) priority in the case of a registration statement or Takedown Offering initiated by the Company for its own account which gives rise to a Piggyback Registration pursuant to Section 3.02 will be (i) first , Common Stock proposed to be offered by the Company for its own account, (ii) second , the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of the Piggyback Shareholders pursuant to their registration rights under Section 3.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, and (iii) third , pro rata among any other holders of shares of Common Stock requested to be registered, or disposed of, as applicable, so that the total number of shares of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; and

(c) priority in the case of a registration statement or Takedown Offering initiated by the Company for the account of holders of Common Stock other than the Shareholders pursuant to registration rights afforded to such holders pursuant to a contractual right with the Company which gives rise to a Piggyback Registration pursuant to Section 3.02 will be (i) first , pro rata among the holders of shares of Common Stock requesting the offering pursuant to such contractual right, (ii) second , Registrable Securities requested to be included in the Registration Statement, or disposed of, pursuant to the Takedown Offering, as applicable, for the account of the Piggyback Shareholders pursuant to their registration rights under Section 3.02, pro rata on the basis of the aggregate number of Registrable Securities sought to be registered or disposed of by such Shareholders, (iii) third , Common Stock or other Equity Interests offered by the Company for its own account and (iv) fourth , pro rata among any other holders of shares of Common Stock requested to be registered, or disposed of, as applicable, so that the total number of Common Stock to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter.

Section 3.04. Registration Procedures . (a) Subject to the provisions of Section 3.01 or Section 3.02, in connection with the registration of the sale of Registrable Securities pursuant to a Demand Registration, any Takedown Offering or any Piggyback Registration hereunder, the Company will as promptly as reasonably practicable:

(i) but no less than five (5) Business Days prior to the initial filing of a Registration Statement, furnish to the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, prior to the filing of a Registration Statement, copies of such Registration Statement as it is proposed to be filed, and thereafter such copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto, including each preliminary Prospectus), copies of any and all transmittal letters or other correspondence with the SEC relating to such Registration Statement, any agreements with Underwriters related to such offering and such other documents in such quantities as such Shareholders may reasonably request from time to time in order to facilitate the disposition of such Registrable Securities (including in connection with any Takedown Offering), and give such Shareholders and their Representatives a reasonable opportunity to review and comment on the same prior to filing any such documents, it being understood that the Company will not file any such Registration Statement containing any statements with respect to the Shareholders or the “Plan of Distribution” to which the Shareholders shall reasonably object in writing;

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(ii) cause the Company’s Representatives to supply all information reasonably requested by the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, any Underwriter or their respective Representatives in connection with the Registration Statement or Takedown Offering that is customarily provided by issuers and their Representatives in connection with a registration statement or Takedown Offering;

(iii) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, reasonably request; provided , however , that the Company shall in no event be required to (w) qualify generally to do business in any jurisdiction where it is not then so qualified, (x) subject itself to taxation in any jurisdiction where it is not otherwise then so subject, (y) take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the securities covered by the Registration Statement or (z) consent to general service of process in any jurisdiction where it is not then so subject;

(iv) notify the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, at any time when a Prospectus relating to Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which the Company becomes aware that the Prospectus included in a Registration Statement or the Registration Statement or amendment or supplement relating to such Registrable Securities contains 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, in the light of the circumstances under which they were made, not misleading, and the Company will promptly prepare and file with the SEC a supplement or amendment to such Prospectus and Registration Statement so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus and Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v) take reasonable best efforts to ensure that the information available to investors at the time of pricing includes all information required by applicable law (including the information required by Section 12(a)(2) and 17(a)(2) of the Securities Act);

(vi) advise the Underwriter(s), if any, and the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, promptly and, if requested by such Persons, confirm such advice in writing, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, or any state

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securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or “blue sky” laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order as promptly as practicable;

(vii) use its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Company to enable the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, to consummate the disposition of such Registrable Securities; provided , however , that the Company shall in no event be required to (w) qualify generally to do business in any jurisdiction where it is not then so qualified, (x) subject itself to taxation in any jurisdiction where it is not otherwise then so subject, (y) take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the securities covered by the Registration Statement or (z) consent to general service of process in any jurisdiction where it is not then so subject;

(viii) enter into customary agreements (including underwriting agreements) and use reasonable best efforts to take such other actions as are reasonably requested by the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, in order to expedite or facilitate the disposition of such Registrable Securities, including, subject to the provisions of Section 3.01(c) with respect to Underwritten Offerings, preparing for and participating in a road show and other customary selling efforts as the Underwriters, if any, or such Shareholders reasonably request in order to expedite or facilitate such disposition;

(ix) if requested by the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, or the Underwriter(s), if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Shareholders and such Underwriter(s), if any, may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities, information with respect to the number of Registrable Securities being sold to such Underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and make all required filings of such Prospectus supplement or post-effective amendment as promptly as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(x) except to the extent prohibited by applicable Law and subject to entry into a customary confidentiality agreement or arrangement, make available, after reasonable advance notice, for inspection by the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, any Underwriter participating in any disposition of such Registrable Securities and any Representative for such Shareholders and/or such Underwriter (collectively, the “ Inspectors ”), during business hours at the offices where such information is normally kept, any financial and other records and corporate documents of the Company (collectively, the “ Records ”) as will be reasonably necessary to enable them to conduct reasonable and customary due diligence

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with respect to the Company and the related Registration Statement and Prospectus and request the Representatives of the Company and its Subsidiaries to supply all information reasonably requested by any such Inspector; provided , however , that Records and information obtained hereunder will be used by such Inspectors only for purposes of conducting such due diligence;

(xi) use reasonable best efforts to obtain and deliver to each Underwriter and each Takedown Shareholder, Demand Shareholder or Piggyback Shareholder, as applicable, a comfort letter from the independent registered public accounting firm for the Company (and additional comfort letters from the independent registered public accounting firm for any company acquired by the Company whose financial statements are included or incorporated by reference in the Registration Statement) in customary form and covering such matters as are customarily covered by comfort letters as such Underwriter and such Shareholders may reasonably request; provided , however , that if the Company fails to obtain such comfort letter and the relevant offering is abandoned, then such Demand Registration or Takedown Offering will not count as a Demand Registration or Takedown Offering, as applicable, for purposes of determining when future Demand Registrations or Takedown Offerings may be requested by Shareholders pursuant to Section 3.01(a) or Section 3.01(b);

(xii) use its reasonable best efforts to obtain and deliver to each Underwriter and each Takedown Shareholder, Demand Shareholder or Piggyback Shareholder, as applicable, a 10b-5 statement and legal opinion from the Company’s external counsel in customary form and covering such matters as are customarily covered by 10b-5 statements and legal opinions delivered to Underwriters in Underwritten Offerings as such Underwriter and/or such Shareholders may reasonably request; provided , however , that if the Company fails to obtain such statement or opinion and the relevant offering is abandoned, then such Demand Registration or Takedown Offering will not count as a Demand Registration or Takedown Offering, as applicable, for purposes of determining when future Demand Registrations or Takedown Offerings may be requested by Shareholders pursuant to Section 3.01(a) or Section 3.01(b);

(xiii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, within the required time period, an earnings statement covering a period of 12 months, beginning with the first fiscal quarter after the effective date of the Registration Statement relating to such Registrable Securities (as the term “effective date” is defined in Rule 158(c) under the Securities Act), which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto;

(xiv) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement not later than the effective date of such Registration Statement;

(xv) cooperate with the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, and the lead Underwriter or Underwriters, if

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any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold under the Registration Statement in a form eligible for deposit with The Depository Trust Company not bearing any restrictive legends and not subject to any stop transfer order with any transfer agent, and cause such Registrable Securities to be issued in such denominations and registered in such names as the lead Underwriter or Underwriters, if any, may request in writing or, if not an Underwritten Offering, in accordance with the instructions of such Shareholders, in each case in connection with the closing of any sale of Registrable Securities;

(xvi) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities;

(xvii) furnish to each Takedown Shareholder, Demand Shareholder or Piggyback Shareholder, as applicable, and each Underwriter, if any, without charge, as many conformed copies as such Takedown Shareholder, Demand Shareholder or Piggyback Shareholder, as applicable, or Underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(xviii) make representations and warranties to the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, and the Underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary offerings;

(xix) use reasonable best efforts to cooperate with each Takedown Shareholder, Demand Shareholder or Piggyback Shareholder, as applicable, and each Underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(xx) use reasonable best efforts to cause such Registrable Securities to be listed or quoted on the NYSE or, if Common Stock is not then listed on the NYSE, then on such other securities exchange or national quotation system on which the Common Stock is then listed or quoted; and

(xxi) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms hereof.

(b) In connection with the Registration Statement relating to such Registrable Securities covering an Underwritten Offering (including any Takedown Offering), the Company and the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, agree to enter into a written agreement with the Underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement. In the event an Underwritten Offering is not consummated because any condition to the obligations under any related written agreement with such Underwriters is not met or waived in connection with a Demand Registration or Takedown

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Offering, and such failure to be met or waived is not attributable to the fault of the Shareholders, such Demand Registration or Takedown Offering, as applicable, will not count as a Demand Registration or Takedown Offering for purposes of determining when future Demand Registrations or Takedown Offerings may be requested by Shareholders pursuant to Section 3.01(a) or Section 3.01(b).

Section 3.05. Conditions to Offerings . (a) The obligations of the Company to take the actions contemplated by Section 3.01, Section 3.02 and Section 3.04 with respect to an offering of Registrable Securities (including any Takedown Offering) will be subject to the following conditions:

(i) The Company may require the Takedown Shareholders, Demand Shareholders or Piggyback Shareholders, as applicable, to furnish to the Company such information regarding such Shareholders, the Registrable Securities or the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, in each case to the extent reasonably required by the Securities Act and the rules and regulations promulgated thereunder, or under state securities or “blue sky” laws; and

(ii) in any Underwritten Offering pursuant to Section 3.01 or Section 3.02 hereof, the Takedown Shareholders, Demand or Piggyback Shareholders, as applicable, together with the Company and any other holders of the Company’s securities proposing to include securities in any Underwritten Offering, will enter into a customary underwriting agreement in accordance with Section 3.04(b) with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.

(b) The Shareholders agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(a)(iv) or 3.04(a)(v) or a condition described in Section 3.06(a), the Shareholders will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities or Takedown Offering until the Shareholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.04(a)(iv) or notice from the Company of the termination of the stop order or Suspension Period.

(c) Each Shareholder agrees that to the extent timely notified in writing by the Underwriters managing any Underwritten Offering by the Company of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock, each such Shareholder that is participating in such Underwritten Offering shall agree (the “Underwriter’s Lockup”) not to Transfer any Shares without the prior written consent of the Company or such Underwriters during the period beginning seven (7) days before and ending ninety (90) days (or, in either case, such lesser period as may be permitted for all Shareholders by the Company or such managing Underwriter or Underwriters) after the effective date of the Registration Statement filed in connection with such Underwritten Offering. The Underwriter’s Lockup shall provide that if all or a portion of the Shares of any Shareholder is released from an Underwriter's Lockup or all or a portion of the Shares of any other party who entered into a substantially similar agreement with the Underwriters in connection with such Underwritten

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Offering is released from such agreement, then the same percentage of the shares of each Shareholder shall be released from the Underwriter's Lockup.

Section 3.06. Suspension Period .

(a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Shareholders, to require the Shareholders to suspend the use of the Prospectus included in any Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 3.01(a) or Section 3.02 or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 3.01(b) or Section 3.02 for a reasonable period of time not to exceed forty-five (45) days in succession (or a longer period of time with the prior written consent of the Shareholders, which consent shall not be unreasonably withheld), ninety (90) days in the aggregate in any one-year period or two (2) times in any one-year period (a “ Suspension Period ”) if (A) the chief executive officer or chief financial officer of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (C) the Company shall determine that it is required to disclose in any such Registration Statement a contemplated financing, acquisition, corporate reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Common Stock. In the event of any such suspension pursuant to this Section 3.06(a), the Company shall furnish to the Shareholders a written notice setting forth the estimated length of the anticipated delay. The Company will use reasonable best efforts to limit the length of any Suspension Period and shall notify the Shareholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. The Company shall respond promptly to reasonable inquiry by a Shareholder as to such facts and circumstances. Upon notice by the Company to the Shareholders of any determination to commence a Suspension Period, the Shareholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Common Stock pursuant to such Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 3.06 shall relieve the Company of its obligations under Section 3.01.

(b) After the expiration of any Suspension Period and without any further request from a Shareholder, the Company shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable

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Securities included therein, if necessary so that the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Section 3.07. Registration Expenses . Subject to Section 3.01(d), all fees and expenses incurred by the Company in effecting any registration pursuant to this Article III, including all fees and expenses incurred in complying with securities or “blue sky” laws, printing expenses, any registration or filing fees payable under any federal or state securities or “blue sky” laws, the fees and expenses incurred in connection with any listing or quoting of the securities to be registered on any national securities exchange or automated quotation system, fees of the Financial Industry Regulatory Authority, fees and disbursements of counsel for the Company and fees and expenses of the Company’s independent registered certified public accounting firm, will be borne by the Company; provided , however , that the Shareholders will bear and pay any underwriting discounts, fees, commissions and related fees and out of pocket expenses of any Underwriters and such Underwriters’ counsel and transfer taxes, fees and disbursements of counsel for any Shareholder and any expenses required by applicable Law to be paid by a selling stockholder, in each case with respect to Registrable Securities offered for its account pursuant to any Registration Statement (including in connection with any Takedown Offering).

Section 3.08. Rules 144 and 144A and Regulation S . The Company covenants that it will use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and it will use reasonable best efforts to take any such further action as reasonably requested, all to the extent required from time to time to enable the Shareholders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a Shareholder, the Company will deliver to such Shareholder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 3.09. Indemnification; Contribution . (a) In connection with any registration of Registrable Securities or Takedown Offering pursuant to Section 3.01 or Section 3.02, the Company will indemnify, defend and hold harmless each Shareholder, its Affiliates, directors, officers and shareholders, employees and each Person who controls such Shareholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) from and against any and all Losses caused by any untrue or alleged untrue statement of material fact contained or incorporated by reference in any part of any Registration Statement or any Prospectus, including any amendment or supplement thereto, used in connection with the Registrable Securities, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that the Company will not be required to indemnify any Indemnified Person for any such Loss arising out of or with respect to sales pursuant to the Registration Statement or Prospectus prior to 180 days subsequent to the Closing Date, based upon information in the Registration Statement or Prospectus that was represented by Oxygen as true and correct in the Merger Agreement, and with respect to which the Company would not

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have been reasonably expected to discover the failure of such information to be true and correct prior to the date of such sales.

(b) In connection with any Registration Statement or Prospectus, the Shareholders who sell Shares pursuant to such Registration Statement or Prospectus will severally but not jointly indemnify, defend and hold harmless the Company, its directors, its officers, its employees and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Shareholders, but only with respect to information arising out of or based upon information furnished in writing by such Shareholder or on such Shareholder’s behalf (in each case, in its capacity as a Shareholder), in either case for use in any Registration Statement or any Prospectus, including any amendment or supplement thereto.

(c) In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.09(a) or Section 3.09(b), such Person (the “ Indemnified Party ”) will promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing and the Indemnifying Party shall be entitled to participate therein and, to the extent it shall wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of such counsel related to such proceeding; provided , however , that the failure or delay to give such notice shall not relieve the Indemnifying Party of its obligations pursuant to this Agreement except to the extent that it shall be determined by a court of competent jurisdiction that such Indemnifying Party has been prejudiced by such failure or delay. In any such claim, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party fails to assume the defense of the claim, action or proceeding within 15 Business Days following receipt of notice from the Indemnified Party or (iii) the Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them. It is understood that the Indemnifying Party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties and that all such reasonable fees and expenses will be reimbursed as they are incurred. In the case of the retention of any such separate firm for the Indemnified Parties, such firm will be designated in writing by the Indemnified Parties. The Indemnifying Party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is

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seeking indemnity hereunder, unless such settlement includes (i) an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) no finding or admission of any violation of Law or any violation of the rights of any Person by the Indemnified Party or any of its Affiliates can be made as the result of such action and (iii) the sole relief (if any) provided is monetary damages that are reimbursed in full by the Indemnifying Party.

(d) If the indemnification provided for in this Section 3.09 from the Indemnifying Party is unavailable to an Indemnified Party hereunder or is insufficient in respect of any Losses referred to in this Section 3.09, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, will contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of the Company, on the one hand, and such Shareholder, on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of the Losses referred to above will be deemed to include, subject to the limitations set forth in Section 3.09(c), any reasonable legal or other out of pocket fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

(e) The parties agree that it would not be just and equitable if contribution pursuant to Section 3.09(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 3.09(d). No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In no event shall any Shareholder be obligated to provide indemnification or contribution in excess of the net aggregate proceeds received from the sale of Registrable Securities pursuant to the applicable Registration Statement or Prospectus.

Section 3.10. Termination . The provisions in this Article III shall terminate with respect to each individual Shareholder on the first date when such Shareholder no longer holds any Registrable Securities.

Section 3.11. Participating Shareholder . By written notice delivered to Carbon, any Shareholder (an “Opting-Out Shareholder”) may elect to waive its right to be a Takedown Shareholder and participate in Underwritten Offerings and to be a Piggyback Shareholder and participate in a Piggyback Registration (“Section 3.11 Opt-Out”), until such time as the written notice is rescinded in writing. During such time as a Section 3.11 Opt-Out is in effect: (a) the Opting-Out Shareholder shall not receive notices of any proposed Underwritten

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Offering or Piggyback Registration, (b) shall not be entitled to participate in any such Underwritten Offering pursuant to Section 3.01(a)(ii) or Piggyback Registration pursuant to Section 3.02, and (c) shall not be subject to Section 3.05(c).

Article IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Company . The Company represents and warrants to Sellers as of the date hereof that:

(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) This Agreement has been duly and validly authorized by the Company and all necessary and appropriate action has been taken by the Company to execute and deliver this Agreement and to perform its obligations hereunder.

(c) This Agreement has been duly executed and delivered by the Company and, assuming due authorization and valid execution and delivery by each of the Sellers, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject to the Enforceability Exceptions.

(d) The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 4.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require the consent or approval of any Person under, applicable Law, the organizational documents of the Company or any contract or agreement to which the Company is a party.

(e) The Company is a “well-known seasoned issuer” within the meaning of Rule 405 promulgated under the Securities Act.

Section 4.02. Representations and Warranties of Sellers . Each of the Sellers represent and warrant to the Company as of the date hereof that:

(a) Such Seller is the sole record and beneficial owner of the Oxygen Common Interests, Oxygen Options, Oxygen Profits Interests or Oxygen Converted Common Interests set forth on Annex A opposite such Seller’s name and such securities constitute all of the securities of Oxygen owned of record or beneficially owned by such Seller.

(b) Such Seller has been duly formed, is validly existing and is in good standing under the Laws of its state of organization. Such Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

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(c) The execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 3.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require the consent or approval of any Person under, applicable Law, the organizational documents of such Seller or any contract or agreement to which such Seller is a party.

(d) The execution, delivery and performance of this Agreement by such Seller has been duly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to the Enforceability Exceptions.

(e) Such Seller: (i) is acquiring the Shares for its own account, solely for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (ii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. Such Seller has requested, received, reviewed and considered all information that such Seller deems relevant in making an informed decision to invest in the Shares and has received and reviewed a copy of this Agreement, the Merger Agreement, the Retention Agreements and the Selling Interestholder Restrictive Covenant Agreements. Such Seller understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the Shares are not registered under the Securities Act or any other applicable Law and that such Shares may not be Transferred except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom.

Article V

GENERAL PROVISIONS

Section 5.01. Adjustments . References to numbers of shares contained herein will be adjusted to account for any reclassification, exchange, substitution, combination, stock split or reverse stock split of Common Stock.

Section 5.02. Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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(a) if to the Company, to:

CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention:	General Counsel
Facsimile:	(973) 740-5264

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

Attention:	Edward D. Herlihy
	David C. Karp
Facsimile:	(212) 403-2000

(b) if to the Sellers or the Shareholders, to the addresses and other contact information set forth in Annex B.

(a) if to the Company, to:

CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention:	General Counsel
Facsimile:	(973) 740-5264

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention:	Edward D. Herlihy
	David C. Karp
Facsimile:	(212) 403-2000

(b) if to the Sellers or the Shareholders, to the addresses and other contact information set forth in Annex B.

Section 5.03. Expenses . Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.04. Amendments; Waivers; Action by Shareholders . Any provision of this Agreement may be waived or amended if, and only if, such waiver or amendment is in writing and signed, in the case of a waiver, by the party against whom the waiver is to be effective, or in the case of an amendment, by the Company and Sellers holding 60% or more of the Shares held by all Sellers; provided that no such amendment may disproportionately affect any Seller without the written consent of such Seller. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a 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. In this Agreement, with respect to any references to consent of Shareholders or action to be taken by Shareholders (in each case as a group), where no specific percentage of Shareholders is specified, such references shall be deemed to be references to consent of or action by Shareholders holding 60% or more of the Shares held by all Shareholders; provided, however, that with respect to any such Underwritten Offering pursuant to Section 3.01(a)(ii) or Piggyback Registration pursuant to Section 3.02 the Shares held by an Opting-Out Shareholder shall be excluded.

Section 5.05. Interpretation .

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Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “Law,” “Laws” or to a particular statute or Law shall mean such Law or statute as amended, modified or supplemented from time to time and shall be deemed also to include any and all rules and regulation promulgated thereunder.

Section 5.06. Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Section 5.07. Assignment; Third Party Beneficiaries . Except as expressly provided herein, neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided that any Seller may assign its rights and interests under this Agreement to a Permitted Transferee upon written notice to the Company. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except with respect to Indemnified Persons pursuant to Section 3.09, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

Section 5.08. 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 extent permitted by 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 by this

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Agreement. Each party certifies and acknowledges that: (i) 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; (ii) each party understands and has considered the implications of this waiver; (iii) each party makes this waiver voluntarily; and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 5.08.

Section 5.09. Governing Law; Jurisdiction .

(a) This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable conflicts of Law.

(b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Delaware Chancery Court, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such suit, action or proceeding, in the United States District Court for the District of Delaware (such courts, the “ Delaware Courts ”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Delaware Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 5.02.

Section 5.10. Specific Performance . Each party hereto agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached or threatened to be breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in the Delaware Courts, without bond or other security being required, this being in addition to any other right, remedy or cause of action to which such party is entitled at law or in equity.

Section 5.11. Effectiveness; Termination . This Agreement will be effective as of the date hereof and, except as otherwise set forth herein will continue in effect thereafter until the earlier of (a) the termination of the Merger Agreement pursuant to its terms or (b) its termination by consent of all parties hereto as of such time; provided , however , that the indemnity and contribution provisions contained in Section 3.09 and this Article V shall survive any termination of this Agreement or any provision thereof. Nothing in this Agreement shall be deemed to release any party from any liability for any willful and material breach of this Agreement occurring prior to any termination hereof.

Section 5.12. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof.

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Section 5.13. Maintenance of Member Indemnity . From and after the Effective Time, the Company shall cause Oxygen to indemnify and hold harmless each Seller and each Related Person of each Seller (as defined in Oxygen's limited liability agreement as in effect on the date of this Agreement) against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any legal proceedings, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including (a) such Person's status as a member or Related Person of a member, and (b) the transactions contemplated by the Merger Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Oxygen would have been permitted under Section 10.02 of Oxygen's limited liability agreement as in effect on the date of this Agreement, subject to limitations imposed by applicable Law; provided that such indemnification obligation shall not apply to any contractual claims asserted by the Company or its Subsidiaries and found by a court of competent jurisdiction in a final, enforceable judgment not subject to further appeal to constitute (i) a material breach of such Sellers’ or Related Person’s obligations or (ii) fraudulent acts of such Sellers or any Related Person, in each case under the Merger Agreement or Stockholders Agreement, as the case may be.

[ Next page is a signature page. ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CIT GROUP INC.

By:	/s/ John A. Thain
	Name:	John A. Thain
	Title:	Chairman and Chief Executive Officer

JCF III HOLDCO I L.P.

By:	JCF III AIV I GP L.P., its general partner

By:	JCF III AIV I GP Ltd., its general partner

By:	/s/ Sally Rocker
	Name:	Sally Rocker
	Title:	Authorized Person

JCF III CO-INVEST PARTNERS I L.P.

By:	JCF III AIV I GP L.P., its general partner

By:	JCF III AIV I GP Ltd., its general partner

By:	/s/ Sally Rocker
	Name:	Sally Rocker
	Title:	Authorized Person

TRIDENT IV, L.P.

By:	STONE POINT CAPITAL LLC, Manager

By:	/s/ David Wermuth
	Name:	David Wermuth
	Title:	Senior Principal

[ Signature Page to the Stockholders Agreement ]

TRIDENT IV PROFESSIONALS FUND, L.P.

By: STONE POINT CAPITAL LLC, Manager

By:	/s/ David Wermuth
	Name: David Wermuth
	Title: Senior Principal

MSD FINANCIAL INVESTMENTS, LLC

By:	/s/ Marcello Liguori
	Name: Marcello Liguori
	Title: Vice President

PCRCo 3 L.P.

By:	/s/ Michael Waldorf
	Name: Michael Waldorf
	Title: Authorized Signatory

QUANTUM STRATEGIC PARTNERS LTD.

By:	/s/ Jay A. Schoenfarber
	Name: Jay A. Schoenfarber
	Title: Attorney-in-Fact

SPC ONEWEST LLC

By:	STONE POINT CAPITAL LLC, Manager

By:	/s/ David Wermuth
	Name: David Wermuth
	Title: Senior Principal

AMERICAN CAPITAL PARTNERS, LLC

By:	/s/ Michael Karfunkel
	Name: Michael Karfunkel
	Title: Managing Member

IMB MANAGEMENT HOLDINGS LP

By:	/s/ Steven T. Mnuchin
	Name: Steven T. Mnuchin
	Title: Chief Executive Officer

THE SHM 2009D TRUST

By:	/s/ Virginia Mortara
	Name: Virginia Mortara
	Title: Trustee

By:	/s/ Steven T. Mnuchin
	Name: Steven T. Mnuchin

Exhibit 10.2

EXECUTION COPY

July 21, 2014

Steven Mnuchin
c/o CIT Group Inc.
One CIT Drive
Livingston, NJ 07039

Dear Steven,

This offer letter (this “ Offer Letter ”) memorializes our discussions concerning your role at CIT Group Inc. (“ CIT ”) following the consummation of the merger (the “ Merger ”) contemplated by the Agreement and Plan of Merger among CIT, IMB Holdco LLC (“ OneWest ”), Carbon Merger Sub LLC and JCF III HoldCo I L.P., dated as of the date hereof (the “ Merger Agreement ”). We believe that your continued service through and following the consummation of the Merger will greatly contribute to the successful integration of CIT and OneWest and the future success of the combined enterprise.

Positions and Reporting . Following the Effective Time (as defined in the Merger Agreement), you will be appointed as the Vice Chairman of CIT and Chairman of the Surviving Bank (as defined in the Merger Agreement), a subsidiary of CIT (which position, for the avoidance of doubt, is not Chairman of the Board of Directors of the Surviving Bank), and a member of the Board of Directors of CIT (the “ Board ”), reporting directly to the Chief Executive Officer of CIT. In such positions, you will have such duties and responsibilities as are assigned to you by the Chief Executive Officer of CIT from time to time, provided such duties and responsibilities will not be inconsistent with such positions. While employed, you will dedicate substantially all of your business time and attention to your duties and responsibilities with CIT and its affiliates. Without limiting the generality of the foregoing, you will be permitted to continue in your role as Chairman and Chief Executive Officer of Dune Capital Management (and its controlled affiliates) and will be permitted to continue to manage outside investments, in each case, so long as such outside activities do not, in the reasonable determination of the General Counsel of CIT, (i) give rise to a conflict of interest with CIT or its affiliates, (ii) result in a breach of your fiduciary duties, including those related to corporate opportunity, to CIT and its affiliates or a breach of any restrictive covenant agreement between you and CIT or its affiliates or (iii) otherwise interfere with the performance of your duties to CIT and its affiliates. If you disagree with such determination, you may appeal to the Nominating and Governance Committee of the Board.

Total Target Opportunity . In respect of performance during each of the 2015, 2016 and 2017 fiscal years of CIT, you will have a total target annual compensation opportunity, currently consisting of annual base salary, target annual incentive opportunity and target long-term incentive opportunity, equal to $4,500,000 (the “ Total Target Opportunity ”). The actual payout of the incentive components of the Total Target Opportunity will be based on, among other things, your performance and CIT’s results. The Total Target Opportunity will be allocated in the manner determined by the Compensation Committee of the Board (the “ Committee ”) consistent with the allocations applicable to similarly situated executives of CIT and its affiliates (other than the Chief Executive Officer of CIT) (the “ Peer Executives ”), provided that in no event will your annual base salary (payable bi-weekly) be less than $750,000. Except as expressly provided herein, eligibility to receive incentive awards in respect of the Total Target Opportunity, as well as the terms and conditions under which they may be granted, may change from time to time at the

CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Steven Mnuchin
Page 2

sole discretion of the Committee. Except for the compensation described herein, you will not be entitled to any compensation for your services as a member of the Board or the board of directors of any of CIT’s affiliates, including retainer fees and other amounts that might be paid to other members of any such boards and the committees thereof.

Severance Upon Certain Terminations of Employment . If during the three (3)-year period following the Effective Time (the “ Term ”), your employment is terminated without Cause (as defined below) or you resign for Good Reason (as defined below), you will be paid a lump sum amount (as soon as reasonably practicable after the date on which the Release (as defined below) becomes effective in accordance with its terms)) equal to (i)(A) the product of $375,000, multiplied by the number of full and partial months remaining in the Term, minus (B) the grant date fair value of any long-term incentive awards granted in respect of the Total Target Opportunity in the year of termination (not to exceed the amount equal to the portion of the Total Target Opportunity attributable to long-term incentive awards for such year), plus (ii) 102% of the medical premiums for the remainder of the Term; provided , however , if the cash severance amount that would be payable to you under the CIT Employee Severance Plan as in effect from time to time (the “ Severance Plan ”), based on participation at the Executive Management Committee level, is greater than the amount contemplated by the foregoing clause, you will instead be paid the amount payable under the Severance Plan but in accordance with the terms and conditions of this Offer Letter. Any severance payments will be contingent upon your execution and non-revocation of a release of claims in favor of CIT and its affiliates in the form customarily used by CIT under the Severance Plan (the “ Release ”), which Release must be signed by you and returned to CIT within thirty (30) days of your date of termination and become effective in accordance with its terms. The payments and benefits specified herein on a termination of employment without Cause or for Good Reason are the only benefits to which you are entitled upon a termination of employment without Cause or for Good Reason, except for any rights expressly set forth in any equity award agreements in respect of CIT common stock to which you are a party or any rights to vested benefits as of your date of termination pursuant to the terms of the CIT employee benefit plans in which you participate. Upon your termination of employment for any reason, you will promptly resign from all positions, including, any director positions, with CIT and its affiliates.

For purposes of this Offer Letter, “ Cause ” means: (i) the commission of a misdemeanor involving moral turpitude or a felony; (ii) your acts or omissions that cause or may reasonably be expected to cause material injury to CIT and its Affiliates (as defined in the CIT Amended and Restated Long-Term Incentive Plan) ( the “ CIT Group ”), its vendors, customers, business partners or affiliates or that results or is intended to result in personal gain at the expense of the CIT Group, its vendors, customers, business partners or affiliates; (iii) your substantial and continuing neglect of your job responsibilities for the CIT Group (including excessive unauthorized absenteeism); (iv) your failure to comply with, or violation of, the CIT Group’s Code of Business Conduct; (v) your acts or omissions, whether or not performed in the workplace, that preclude your employment with any member of the CIT Group by virtue of Section 19 of the Federal Deposit Insurance Act; or (vi) your violation of any federal or state securities or banking laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or exchange or association of which you or a member of the CIT Group is a member.

For purposes of this Offer Letter, “ Good Reason ” means, without your consent: (i) a material diminution of your annual base salary as set forth in this Offer Letter (except in the event of a compensation reduction applicable to you and other employees of comparable rank and/or status); (ii) a material diminution of your duties and responsibilities from those in effect as of immediately following the Effective Time; (iii) your reassignment to a work location that is more than

Steven Mnuchin
Page 3

fifty (50) miles from your immediately preceding work location and which increases the distance you have to commute to work by more than fifty (50) miles; or (iv) a material breach by CIT of this Offer Letter; provided that, a termination for Good Reason will not occur unless (A) you have provided CIT written notice specifying in detail the alleged condition of Good Reason within thirty (30) days of the occurrence of such condition; (B) CIT has failed to cure such alleged condition within ninety (90) days following CIT’s receipt of such written notice; and (C) if the Committee (or its designee) has determined that CIT has failed to cure such alleged condition, your termination of employment occurs within five (5) days following the end of such 90-day cure period.

Employee Benefits . While employed during the Term, you will be eligible to participate in the employee benefit plans and perquisites provided to Peer Executives, other than participation in the Severance Plan; provided that, following the Term, you will be eligible to participate in the Severance Plan at the Executive Management Committee level. You will be eligible for twenty (20) vacation days per full calendar year. Based on your position, you may be required to comply with banking regulations regarding mandatory time away which, if applicable, must be taken as part of your eligible vacation time. In addition, you will be eligible for company paid holidays and personal days in accordance with CIT’s time off policy. While employed during the Term, you will be entitled to be provided with security services similar to those provided by OneWest prior to the Effective Time.

Employment Policies . As part of your employment with CIT and its affiliates, you agree to abide by all of CIT’s policies and procedures as they presently exist, and as they are amended from time to time, including, without limitation, any claw back or recoupment policies. Without limiting the generality of the foregoing, in your role, you will be subject to CIT’s Executive Equity Ownership and Retention Policy as in effect from time to time (the “ Retention Policy ”) and generally will be required to own the greater of (i) a minimum amount of “Stock” (as defined in the Retention Policy) based on a multiple of your base salary or (ii) a number of “Covered Shares” (as defined in the Retention Policy) currently equal to at least 50% of the vested, after-tax compensation-related equity awards granted to you by CIT. For the avoidance of doubt, shares of CIT common stock received by you after the Effective Time will be treated as “Covered Shares”, but shares received in consideration for OneWest equity in connection with the Merger will not. To the extent there is any inconsistency between the description of the Retention Policy requirements herein and the actual terms of the policy, the language of the Retention Policy will govern.

Miscellaneous .

CIT’s obligations under this Offer Letter will become effective upon the occurrence of the Effective Time subject to your continued employment with OneWest as of the Effective Time. CIT’s obligations under this Offer Letter are contingent upon (i) you subjecting to a vote, in accordance with Q&A/ 6 and 7 of the regulations under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations thereunder, all payments and benefits that could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), including the payments and RSU awards contemplated by this Offer Letter, and using reasonable best efforts to cause OneWest to seek approval of such payments and awards in accordance with Q&A/6 and 7 of the regulations under Section 280G of the Code from the interest holders of OneWest or any applicable affiliate (the form of which vote and any required waiver will be reasonably satisfactory to CIT), prior to the Effective Time, and (ii) your execution of CIT’s Non Competition, Non-Solicitation and Confidentiality

Steven Mnuchin
Page 4

Agreement (the “ Confidentiality Agreement ”), a copy of which Confidentiality Agreement is enclosed for your signature simultaneous with your signing of this Offer Letter.

CIT and you intend that the benefits and payments described in this Offer Letter will comply with the requirements of Section 409A of the Code, and the regulations, guidance and other interpretative authority issued thereunder to the extent subject thereto, or an exemption to Section 409A of the Code, and that this Offer Letter will be interpreted and construed consistent with that intent. Any benefits or payments that qualify for the “short-term deferral” exception, the “separation pay” exception or another exception under Section 409A of the Code will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Offer Letter will be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion under Section 409A of the Code for certain short-term deferral amounts. In no event may you, directly or indirectly, designate the calendar year of any payment under this Offer Letter.

This Offer Letter is governed by the law of the State of New York, without giving effect to any conflicts of laws provisions.

This Offer Letter and the Confidentiality Agreement set forth the terms of your employment with CIT and supersede any and all prior oral or written agreements, term sheets or communications made in connection with the negotiation of this Offer Letter. This Offer Letter and the Confidentiality Agreement do not supersede or amend in any way the Selling Interestholder Restrictive Covenant Agreement, dated as of the date hereof, and entered into by you in connection with the Merger Agreement in your capacity as a selling interestholder in the Merger, which covenants will be in addition to the covenants under the Confidentiality Agreement. Except for the Selling Interestholder Restrictive Covenant Agreement, the covenants contained in the Confidentiality Agreement will be the sole covenants to which you will be bound or be required to be party to (including with respect to compensation payable in satisfaction of the Total Target Opportunity during the Term) in connection with your employment during the Term. Notwithstanding the terms of the non-competition restriction in the Selling Interestholder Restrictive Covenant Agreement or the Confidentiality Agreement, following your termination of employment with CIT and its affiliates, it shall not be a violation of the non-competition restrictions set forth therein for you to provide services to a private equity firm, hedge fund or investment manager (or the controlled affiliates of any such entity) that has five (5)% or less of its assets (determined on an aggregate basis) invested in businesses that compete with those of CIT and its affiliates, provided that you do not advise any such entities with respect to CIT and its affiliates.

Notwithstanding anything contained in this Offer Letter, the nature of your employment remains “at-will”. As a result, either you or CIT may terminate your employment relationship at any time for any reason, with or without cause and with or without notice. If your employment with CIT terminates at any time for any reason, the compensation outlined in this Offer Letter will cease to be in effect as of your last day of employment, except as expressly provided above in this Offer Letter with respect to certain terminations of employment during the Term or as expressly provided under any other equity award agreements or any rights to vested benefits as of your date of termination pursuant to the terms of the CIT employee benefit plans in which you participate.

Steven Mnuchin
Page 5

Your signature below and on the Confidentiality Agreement indicate that you understand and agree to the terms set forth in this Offer Letter and the Confidentiality Agreement. No changes to the foregoing are valid unless authorized and signed by you and the Chief Executive Officer, the General Counsel and/or either of their designees. In addition, no one at CIT is authorized to vary the terms of this Offer Letter and the Confidentiality Agreement except the Chief Executive Officer, the General Counsel and/or either of their designees. An additional copy of this Offer Letter and the Confidentiality Agreement are enclosed for your records.

[ Signature Pages Follow ]

Steven Mnuchin
Page 6

We are looking forward to your joining CIT during this period of growth and transformation.

Sincerely,

/s/ Robert J. Ingato______________________

Name:

Robert J. Ingato

Title:

Executive Vice President,
General Counsel and Secretary

Steven Mnuchin
Page 7

Agreed and accepted:

/s/ Steven Mnuchin	7/21/14
Steven Mnuchin	Date

- 1 -

Exhibit 10.3

EXECUTION COPY

July 21, 2014

Joseph Otting
c/o CIT Group Inc.
One CIT Drive
Livingston, NJ 07039

Dear Joseph,

Positions and Reporting . Following the Effective Time (as defined in the Merger Agreement), you will be appointed as the Chief Executive Officer and President of the Surviving Bank (as defined in the Merger Agreement), a subsidiary of CIT, which will be the most senior position of the Surviving Bank (other than the Chairman of the Surviving Bank) and co-President of CIT, reporting directly to the Chief Executive Officer of CIT and the Board of Directors of the Surviving Bank. In such positions, you will have such duties and responsibilities as are assigned to you by the Chief Executive Officer of CIT and the Board of Directors of the Surviving Bank from time to time, provided such duties and responsibilities will not be inconsistent with such positions. While employed, you will dedicate substantially all of your business time and attention to your duties and responsibilities with CIT and its affiliates.

Total Target Opportunity . In respect of performance during each of the 2015, 2016 and 2017 fiscal years of CIT, you will have a total target annual compensation opportunity, currently consisting of annual base salary, target annual incentive opportunity and target long-term incentive opportunity, equal to $4,500,000 (the “ Total Target Opportunity ”). The actual payout of the incentive components of the Total Target Opportunity will be based on, among other things, your performance and CIT’s results. The Total Target Opportunity will be allocated in the manner determined by the Compensation Committee of the Board of Directors of CIT (the “ Committee ”) consistent with the allocations applicable to similarly situated executives of CIT and its affiliates (other than the Chief Executive Officer of CIT) (the “ Peer Executives ”), provided that in no event will your annual base salary (payable bi-weekly) be less than $750,000. Except as expressly provided herein, eligibility to receive incentive awards in respect of the Total Target Opportunity, as well as the terms and conditions under which they may be granted, may change from time to time at the sole discretion of the Committee.

Retention RSU Awards . On the date on which the Effective Time occurs, you will be granted two restricted stock unit awards with respect to CIT common stock, one with a grant date fair market value equal to $7,500,000 (the “ Initial RSUs ”), and the other with a grant date fair market value of $5,000,000 (the “ Retention RSUs ”). The number of shares of CIT common stock subject to the Initial RSUs and Retention RSUs will be determined based on the closing price of CIT’s common stock on the New York Stock Exchange on the day on which the Effective Time occurs (or, if the Effective Time occurs during a securities trading blackout period during which awards may not be made as set forth in the CIT Equity Compensation Award Policy, on the

CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Joseph Otting
Page 2

business day following the end of the blackout period). The vesting, settlement and other terms of the Initial RSUs and Retention RSUs shall be as set forth in the Initial RSU Award Agreement attached hereto as Exhibit A and Retention RSU Award Agreement attached hereto as Exhibit B (together, the “ RSU Award Agreements ”).

Severance Upon Certain Terminations of Employment . If during the three (3)-year period following the Effective Time (the “ Term ”), your employment is terminated without Cause (as defined in the RSU Award Agreements) or you resign for Good Reason (as defined in the RSU Award Agreements), you will be paid a lump sum amount (as soon as reasonably practicable after the date on which the Release (as defined below) becomes effective in accordance with its terms)) equal to (i)(A) the product of $375,000, multiplied by the number of full and partial months remaining in the Term, minus (B) the grant date fair value of any long-term incentive awards granted in respect of the Total Target Opportunity in the year of termination (not to exceed the amount equal to the portion of the Total Target Opportunity attributable to long-term incentive awards for such year), plus (ii) 102% of the medical premiums for the remainder of the Term; provided , however , if the cash severance amount that would be payable to you under the CIT Employee Severance Plan as in effect from time to time (the “ Severance Plan ”), based on participation at the Executive Management Committee level, is greater than the amount contemplated by the foregoing clause, you will instead be paid the amount payable under the Severance Plan but in accordance with the terms and conditions of this Offer Letter. Any severance payments or termination vesting of the Initial RSUs and Retention RSUs will be contingent upon your execution and non-revocation of a release of claims in favor of CIT and its affiliates in the form customarily used by CIT under the Severance Plan (the “ Release ”), which Release must be signed by you and returned to CIT within thirty (30) days of your date of termination and become effective in accordance with its terms. The payments and benefits specified herein on a termination of employment without Cause or for Good Reason are the only benefits to which you are entitled upon a termination of employment without Cause or for Good Reason, except for any rights expressly set forth in any equity award agreements in respect of CIT common stock to which you are a party, including the RSU Award Agreements or any rights to vested benefits as of your date of termination pursuant to the terms of the CIT employee benefit plans in which you participate. Upon your termination of employment for any reason, you will promptly resign from all positions, including, any director positions, with CIT and its affiliates.

Joseph Otting
Page 3

common stock received by you after the Effective Time, including, without limitation, any shares received in respect of the Initial RSUs and Retention RSUs (less any shares withheld to satisfy required tax withholding obligations and other shares excluded pursuant to the Retention Policy), will be treated as “Covered Shares”, but shares received in consideration for OneWest equity in connection with the Merger will not. To the extent there is any inconsistency between the description of the Retention Policy requirements herein and the actual terms of the policy, the language of the Retention Policy will govern.

Miscellaneous .

CIT’s obligations under this Offer Letter will become effective upon the occurrence of the Effective Time subject to your continued employment with OneWest as of the Effective Time. CIT’s obligations under this Offer Letter are contingent upon (i) you subjecting to a vote, in accordance with Q&A/ 6 and 7 of the regulations under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations thereunder, all payments and benefits that could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), including the payments under this Offer Letter, the Initial RSUs and the Retention RSUs, and using reasonable best efforts to cause OneWest to seek approval of such payments in accordance with Q&A/6 and 7 of the regulations under Section 280G of the Code from the interest holders of OneWest or any applicable affiliate (the form of which vote and any required waiver will be reasonably satisfactory to CIT), prior to the Effective Time, and (ii) your execution of CIT’s Non Competition, Non-Solicitation and Confidentiality Agreement (the “ Confidentiality Agreement ”), a copy of which Confidentiality Agreement is enclosed for your signature simultaneous with your signing of this Offer Letter.

This Offer Letter is governed by the law of the State of New York, without giving effect to any conflicts of laws provisions.

This Offer Letter and the Confidentiality Agreement set forth the terms of your employment with CIT and supersede any and all prior oral or written agreements, term sheets or communications made in connection with the negotiation of this Offer Letter, as well as, the employment agreement between you and OneWest, dated as of October 22, 2010. This Offer Letter and the Confidentiality Agreement do not supersede or amend in any way the Selling Interestholder Restrictive Covenant Agreement dated as of the date hereof and entered into by you in connection with the Merger Agreement in your capacity as a selling interestholder in the Merger, which covenants will be in addition to the covenants under the Confidentiality Agreement. Except for the

Joseph Otting
Page 4

Selling Interestholder Restrictive Covenant Agreement, the covenants contained in the Confidentiality Agreement will be the sole covenants to which you will be bound or be required to be party to (including with respect to compensation payable in satisfaction of the Total Target Opportunity during the Term) in connection with your employment during the Term.

Notwithstanding anything contained in this Offer Letter, the nature of your employment remains “at-will”. As a result, either you or CIT may terminate your employment relationship at any time for any reason, with or without cause and with or without notice. If your employment with CIT terminates at any time for any reason, the compensation outlined in this Offer Letter will cease to be in effect as of your last day of employment, except as expressly provided above in this Offer Letter with respect to certain terminations of employment during the Term or as expressly provided under the RSU Award Agreements or any other equity award agreements or any rights to vested benefits as of your date of termination pursuant to the terms of the CIT employee benefit plans in which you participate.

Your signature below and on the Confidentiality Agreement indicate that you understand and agree to the terms set forth in this Offer Letter, the RSU Award Agreements and the Confidentiality Agreement. No changes to the foregoing are valid unless authorized and signed by you and the Chief Executive Officer, the General Counsel and/or either of their designees. In addition, no one at CIT is authorized to vary the terms of this Offer Letter, the RSU Award Agreements and the Confidentiality Agreement except the Chief Executive Officer, the General Counsel and/or either of their designees. An additional copy of this Offer Letter and the Confidentiality Agreement are enclosed for your records.

[ Signature Pages Follow ]

Joseph Otting
Page 5

We are looking forward to your joining CIT during this period of growth and transformation.

Sincerely,

/s/ Robert J. Ingato_____________________

Name:

Robert J. Ingato

Title:

Executive Vice President,
General Counsel and Secretary

Joseph Otting
Page 6

Agreed and accepted:

/s/ Joseph Otting	7/21/14
Joseph Otting	Date

EXHIBIT A

CIT Group Inc.
Long-Term Incentive Plan
Initial Restricted Stock Unit Award Agreement (with Performance-Based Vesting)

“ Participant ”:	Joseph Otting
“ Date of Award ”:	[The closing date of the merger]
“ Number of RSUs Granted ”:	[A number with a grant date value equal to $7.5 million]

Effective as of the Date of Award, this Award Agreement sets forth the grant of Restricted Stock Units (“ RSUs ”) by CIT Group Inc., a Delaware corporation (the “ Company ”), to the Participant, pursuant to the provisions of the Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the “ Plan ”). This Award Agreement memorializes the terms and conditions as approved by the Compensation Committee of the Board (the “ Committee ”). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

The parties hereto agree as follows:

(A)

Grant of RSUs . The Company hereby grants to the Participant the Number of RSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each RSU represents the unsecured right to receive one Share in the future following the vesting of the RSU in accordance with this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares upon settlement of the RSUs.

(B)

Vesting and Settlement of RSUs .

(1)

Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “ Company Group ”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, (i) one-third (33 1/3%) of the RSUs shall vest on the first anniversary of the Date of Award, (ii) one-third (33 1/3%) of the RSUs shall vest on the second anniversary of the Date of Award and (iii) one-third (33 1/3%) of the RSUs shall vest on the third anniversary of the Date of Award (each such date, a “ Vesting Date ”).

(2)

As promptly as practicable following the end of each fiscal year in the 2015 through 2017 “ Performance Period ” (each such fiscal year, a “ Measurement Year ”), the Committee shall determine whether the Company’s cumulative Pre-Tax Income (as defined below) for the three fiscal years ending with the applicable Measurement Year was positive (the “ Performance Requirement ”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested, after taking into account such factors as (i) the magnitude of the negative, cumulative Pre-Tax Income (including positive or negative variance from plan), (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a negative, cumulative Pre-Tax Income), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “ Pre-Tax Income ” means, with respect to each fiscal year, the Company’s aggregate consolidated net income adjusted to exclude debt redemption charges and deferred original issue discount deductions, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion in accordance with applicable accounting rules.

(3)

Each vested RSU shall be settled through the delivery of one Share within thirty (30) days following the applicable Vesting Date (a “ Settlement Date ”), provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively, and provided further that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Sections (B)(2) and/or (L) apply to the Participant.

(4)

The Shares delivered to the Participant on the applicable Settlement Date (or such date determined in accordance with Section (C) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

(5)

If, after the Date of Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date.

(6)

Except for Participants who are tax residents of Canada, in the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of Shares, the RSUs and any dividend equivalents payable in Shares may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Section (C)(1) or (D), the date of the Participant’s “ Separation from Service ” (within the meaning of the Committee’s established methodology for determining “ Separation from Service ” for purposes of Section 409A) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Sections (B)(3), (B)(5), (C)(1), (C)(2) or (D), as applicable.

(C)

Separation from Service .

(1)

If, after the Date of Award and prior to the applicable Settlement Date, the Participant incurs a Disability (as defined below) or a Separation from Service from the Company Group due to death, each RSU, to the extent unvested, shall vest immediately and shall settle through the delivery of one Share within thirty (30) days following the Participant’s Disability or death. The Participant (or the Participant’s beneficiary or legal representative, if applicable) shall also be entitled to receive all credited and unpaid dividend equivalents at the time the RSUs are settled in accordance with this Section (C)(1). “ Disability ” shall have the same meaning as defined in the Company’s applicable long-term disability plan or policy last in effect prior to the first date the Participant suffers from such Disability; provided , however , for a Participant that is a US taxpayer at any time during the period the RSUs vest and become settled hereunder and to the extent a “Disability” event does not also constitute a “Disability” as defined in Section 409A, such Disability event shall not constitute a Disability for purposes of this Section (C)(1).

(2)

If, after the Date of Award and prior to an applicable Settlement Date, the Participant incurs a Separation from Service due to the Participant’s Retirement (as defined below) or initiated by the Company without Cause (as defined below and including, for the avoidance of doubt, in connection with a sale of a business unit) or for Good Reason (as defined below), and, subject to the terms and conditions of the Plan and this Award Agreement, including Section (L) below, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested as of such Separation from Service, shall continue to vest and be settled on the applicable Vesting Date and Settlement Date in accordance with Sections (B)(1), (B)(2) and (B)(3) above, unless such continued vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited or limited by applicable law and/or regulation. “ Retirement ” is defined as the Participant’s election to retire upon or after (A) attaining age 55 with at least 11 years of service with the Company Group, or (B) attaining age 65 with at least 5 years of service with the Company Group, in each case as determined in accordance with the Company Group’s policies and procedures. “ Cause ” means any of the following: (i) the commission of a misdemeanor involving moral turpitude or a felony; (ii) the Participant’s act or omission that causes or may reasonably be expected to cause material injury to the Company Group, its vendors, customers, business partners or affiliates or that results or is intended to result in personal gain at the expense of the Company Group, its vendors, customers, business partners or affiliates; (iii) the Participant’s substantial and continuing neglect of his or her job responsibilities for the Company Group (including excessive unauthorized absenteeism); (iv) the Participant’s failure to comply with, or violation of, the Company Group’s Code of Business Conduct; (v) the Participant’s act or omission, whether or not performed in the workplace, that precludes the Participant’s employment with any member of the Company Group by virtue of Section 19 of the Federal Deposit Insurance Act; or (vi) the Participant’s violation of any federal or state securities or banking laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or exchange or association of which the Participant or a member of the Company Group is a member. “ Good Reason ” means, without the Participant’s consent, (i) the Participant incurs a material diminution of his annual base salary as set forth in the Offer Letter between the Company and the Participant, dated as of July 21, 2014 (the “ Offer Letter ”) (except in the event of a compensation reduction applicable to the Participant and other employees of comparable rank and/or status); (ii) the Participant incurs a material diminution of his duties or responsibilities from those in effect as of immediately following the Effective Time (as defined in the Offer Letter); (iii) the Participant is reassigned to a work location that is more than fifty (50) miles from his immediately preceding work location and which increases the distance the Participant has to commute to work by more than fifty (50) miles; or (iv) a material breach by the Company of the Offer Letter. A Separation from Service for Good Reason shall not occur unless (A) the Participant has provided the Company written notice specifying in detail the alleged condition of Good Reason within thirty (30) days of the occurrence of such condition; (B) the Company has failed to cure such alleged condition within ninety (90) days following the Company’s receipt of such written notice; and (C) if the Committee (or its designee) has determined that the Company has failed to cure such alleged condition, the Participant initiates a Separation from Service within five (5) days following the end of such ninety (90)-day cure period.

(3)

If, prior to an applicable Vesting Date, the Participant’s employment with the Company Group terminates for any reason other than as set forth in Section (C)(1), (C)(2) or (D), the unvested RSUs shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any payments with respect to, the RSUs including, without limitation, dividend equivalents pursuant to Section (B)(5).

(D)

Change of Control .

(1)

Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if a Change of Control occurs before the last day of the Performance Period, the Performance Requirement in Section (B)(2) will not apply to the RSUs that will vest in accordance with this Award Agreement for any uncompleted fiscal years in the Performance Period.

(2)

Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if, prior to an applicable Settlement Date, a Change of Control occurs and within two (2) years of such Change of Control the Participant incurs a Separation from Service (i) due to the Participant’s Retirement, (ii) initiated by the Company without Cause or (iii) initiated by the Participant for Good Reason, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested, shall vest upon such Separation from Service and be settled within thirty (30) days following such Separation from Service, unless such accelerated vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited or limited by applicable law and/or regulation.

(E)

Transferability . The RSUs are not transferable other than by last will and testament, by the laws of descent and distribution pursuant to a domestic relations order, or as otherwise permitted under Section 12 of the Plan.

(F)

Incorporation of Plan . The Plan includes terms and conditions governing all Awards granted thereunder and is incorporated into this Award Agreement by reference unless specifically stated herein. This Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time and as supplemented by this Award Agreement, and to such rules and regulations as the Committee may adopt under the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

(G)

No Entitlements .

(1)

Neither the Plan nor the Award Agreement confer on the Participant any right or entitlement to receive compensation, including, without limitation, any base salary or incentive compensation, in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan), nor impact in any way the Company Group’s determination of the amount, if any, of the Participant’s base salary or incentive compensation. This Award of RSUs made under this Award Agreement is completely independent of any other Awards or grants and is made at the sole discretion of the Company. The RSUs do not constitute salary, wages, regular compensation, recurrent compensation, pensionable compensation or contractual compensation for the year of grant or any prior or later years and shall not be included in, nor have any effect on or be deemed earned in any respect, in connection with the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the RSUs are in no way secured, guaranteed or warranted by the Company Group.

(2)

The RSUs are awarded to the Participant by virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan or the Award Agreement does not constitute an employment agreement. Nothing in the Plan or the Award Agreement shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group, if applicable.

(3)

Subject to the terms of the Offer Letter, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan or the Award Agreement, the grant of RSUs, nor any action taken or omitted to be taken under the Plan or the Award Agreement shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in Section (C) or (D), as applicable, only apply to the treatment of the RSUs in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever to the extent such rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in respect of, any unvested RSUs that are cancelled or forfeited as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, this Award Agreement or the provisions of any statute or law to taxation. This waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.

(H)

No Rights as a Stockholder . The Participant will have no rights as a stockholder with respect to Shares covered by this Award Agreement (including voting rights) until the date the Participant or his nominee becomes the holder of record of such Shares on an applicable Settlement Date or as provided in Section (C) or (D), if applicable.

(I)

Securities Representation . The grant of the RSUs and issuance of Shares upon vesting of the RSUs shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

The Shares are being issued to the Participant and this Award Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(1)

He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”), and in this connection the Company is relying in part on his or her representations set forth in this section (I)(1); and

(2)

If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).

(3)

If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Shares of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

(J)

Notices . Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by certified mail, postage and fees prepaid, or internationally recognized express mail service, as follows:

If to the Company, to:

CIT Group Inc.
1 CIT Drive
Livingston, New Jersey 07039
Attention: Senior Vice President, Compensation and Benefits

If to the Participant, to the address on file with the Company Group.

(K)

Transfer of Personal Data . In order to facilitate the administration of this Award, it will be necessary for the Company Group to collect, hold, and process certain personal information about the Participant. As a condition of accepting this Award, the Participant authorizes, agrees and unambiguously consents to the Company Group collecting, using, disclosing, holding and processing personal data and transferring such data to third parties (collectively, the “ Data Recipients ”) for the primary purpose of the Participant’s participation in, and the general administration of, the Plan and to the transmission by the Company Group of any personal data information related to the RSUs awarded under this Award Agreement, as required in connection with the Participant’s participation in the Plan (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection than the data protection provided by the Participant’s home country. This authorization and consent is freely given by the Participant. The Participant acknowledges that he/she has been informed that upon request, the Company will provide the name or title and contact information for an officer or employee of the Company Group who is able to answer questions about the collection, use and disclosure of personal data information.

(1)

The Data Recipients will treat the Participant’s personal data as private and confidential and will not disclose such data for purposes other than the management and administration of this Award and will take reasonable measures to keep the Participant’s personal data private, confidential, accurate and current.

(2)

Where the transfer is to a destination outside the country to which the Participant is employed, or outside the European Economic Area for Participants employed by the Company Group in the United Kingdom or Ireland, the Company shall take reasonable steps to ensure that the Participant’s personal data continues to be adequately protected and securely held. By accepting this Award, the Participant acknowledges that personal information about the Participant may be transferred to a country that does not offer the same level of data protection as the country in which the Participant is employed.

(L)

Cancellation; Recoupment; Related Matters.

(1)

In the event of a material restatement of the Company’s financial statements, the Committee (or its designee) shall review those facts and circumstances underlying the restatement that the Committee (or its designee) determines in its sole discretion as relevant (which may include, without limitation, the Participant’s status and responsibility within the organization, any potential wrongdoing by the Participant and whether the restatement was the result of negligence, intentional or gross misconduct or other conduct, including any acts or failures to act, detrimental to the Company insofar as it caused material financial or reputational harm to the Company or its business activities), and the Committee (or its designee), in its sole discretion, may direct the Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the twelve (12) months immediately preceding the Committee’s determination.

(2)

In the event that the Committee (or its designee), in its sole discretion, determines that this grant of RSUs was based, in whole or in part, on materially inaccurate financial or performance metrics for any period preceding the granting of this Award, whether or not a financial restatement is required and whether or not the Participant was responsible for the inaccuracy, then the Committee (or its designee), in its sole discretion, may direct the Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs, and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the twelve (12) months immediately preceding the Committee’s determination.

(3)

In the event that the Committee (or its designee), in its sole discretion, determines at any time that the Participant has failed to comply with the Company’s risk policies or standards and/or failed to properly identify, raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Company or its business activities, then the Committee (or its designee), in its sole discretion, may direct the Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs, and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the twelve (12) months immediately preceding the Committee’s determination.

(4)

In the event that the Committee (or its designee), in its sole discretion, determines at any time that the Participant has breached any provisions relating to non-competition, non-solicitation, confidential information or inventions or proprietary property in any employment agreement or other agreement in effect between the Participant and the Company or an Affiliate (including, without limitation, the provisions of the Selling Interestholder Restrictive Covenant Agreement, dated as of July 21, 2014, by and between the Company and the Participant) during the Participant’s employment or the period following the Participant’s Separation from Service from the Company Group specified in the applicable agreement, then the Committee (or its designee), in its sole discretion, may direct the Company (a) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs, and / or (b) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the twelve (12) months immediately preceding the Committee’s determination and any credited and unpaid dividend equivalents with respect to such Shares to the Participant (and the Participant shall forfeit any rights to such Shares and any credited and unpaid dividend equivalents).

(5)

In the event the Committee (or its designee), in its sole discretion, determines at any time that the Participant has engaged in “Detrimental Conduct” (as defined below) or violated any of the Company Policies (as defined below) during the Participant’s employment, including if such determination is made following the Participant’s termination of employment, then the Committee (or its designee), in its sole discretion, may direct the Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the 12 months immediately preceding the Committee’s determination. “Detrimental Conduct” shall mean: (i) any conduct that would constitute “cause” under the Offer Letter, or if the Participant’s employment has terminated and the Committee discovers thereafter that the Participant’s employment could have or should have been terminated for Cause; or (ii) fraud, gross negligence, or other wrongdoing or malfeasance. “ Company Policies ” shall mean the Company policies and procedures in effect from time to time, including, without limitation, policies and procedures with respect to the Company’s “ Regulatory Credit Classifications ” (as defined in the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on February 27, 2014 (the “ Form 10-K ”)), and as amended from time to time, and any credit risk policies and procedures in effect from time to time.

(6)

Notwithstanding anything contained in the Plan or this Award Agreement to the contrary, to the extent that the Company is required by law to include any additional recoupment, recovery or forfeiture provisions to outstanding Awards, then such additional provisions shall also apply to this Award Agreement as if they had been included as of the Date of Award and in the manner determined by the Committee in its sole discretion.

(7)

The remedies provided for in this Award Agreement shall be cumulative and not exclusive, and the Participant agrees and acknowledges that the enforcement by the Company of its rights hereunder shall not in any manner impair, restrict or limit the right of the Company to seek injunctive and other equitable or legal relief under applicable law or the terms of any other agreement between the Company and the Participant.

(M)

Miscellaneous .

(1)

It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.

(2)

The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or modify this Award Agreement at any time; provided , however , that, except as provided herein, no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Award Agreement, without the Participant’s written consent.

(3)

This Award Agreement is intended to comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (“ Section 409A ”), and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted in a manner intended to be in compliance therewith. In no event whatsoever shall the Company Group be liable for any additional tax, interest or penalty that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A. If any provision of the Plan or the Award Agreement would, in the sole discretion of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of additional taxes or a penalty tax under Section 409A, the Committee may modify the terms of the Plan or the Award Agreement, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee, in its sole discretion, may determine to be necessary or advisable to avoid the imposition of such penalty tax. Notwithstanding anything to the contrary in the Plan or the Award Agreement, to the extent that the Participant is a “ Specified Employee ” (within the meaning of the Committee’s established methodology for determining “ Specified Employees ” for purposes of Section 409A), payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A will be made as soon as practicable following the first business day of the seventh month following the Participant’s Separation from Service from the Company Group or, if earlier, the date of the Participant’s death.

(4)

Delivery of the Shares underlying the RSUs or payment in cash (if permitted pursuant to Section (B)(6)) upon settlement is subject to the Participant satisfying all applicable federal, state, provincial, local, domestic and foreign taxes and other statutory obligations (including, without limitation, the Participant’s FICA obligation, National Insurance Contributions or Canada Pension Plan contributions, as applicable). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the RSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. The Company may permit or require the Participant to satisfy, in whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the RSUs.

(5)

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Award Agreement in the possession of the Participant.

(6)

This Award Agreement shall be subject to all applicable laws, rules, guidelines and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable, including but not limited to any applicable laws or the rules, codes or guidelines of any statutory or regulatory body in any jurisdiction relating to the remuneration of any Participant (in each case as may be in force from time to time). The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal, state and foreign securities law in exercising his or her rights under this Award Agreement.

(7)

Nothing in the Plan or this Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the RSUs. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the RSUs.

(8)

All obligations of the Company under the Plan and this Award Agreement, with respect to the Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(9)

To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(10)

This Award Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

(11)

The Participant agrees that the Company may, to the extent permitted by applicable law and as provided for in Section 17(g) of the Plan, retain for itself securities or funds otherwise payable to the Participant pursuant to this Award Agreement, or any other Award Agreement under the Plan, to satisfy any obligation or debt that the Participant

owes the Company or its affiliates under any Award Agreement, the Plan or otherwise; provided that the Company may not retain such funds or securities and set off such obligations or liabilities until such time as they would otherwise be distributable to the Participant, and to the extent that Section 409A is applicable, such offset shall not exceed the maximum offset then permitted under Section 409A.

(12)

The Participant acknowledges that if he or she moves to another country during the term of this Award Agreement, additional terms and conditions may apply and as provided for in Section 17(f) of the Plan and the Company reserves the right to impose other requirements to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Award Agreement. The Participant agrees to sign any additional agreements or undertaking that may be necessary to accomplish the foregoing.

(13)

The Participant acknowledges that he or she has reviewed the Company Policies, understands the Company Policies and agrees to be subject to the Company Policies that are applicable to the Participant, including, without limitation, the Regulatory Credit Classifications and any credit risk policies in effect from time to time.

(14)

The Participant acknowledges that the Company is subject to certain regulatory restrictions that may, under certain circumstances, prohibit the accelerated vesting and distribution of any unvested RSUs as a result of, or following, a Participant’s Separation from Service.

(15)

The Participant acknowledges that his or her participation in the Plan as a result of this Award Agreement is further good and valuable consideration for the Participant’s obligations under any non-competition, non-solicitation, confidentiality or similar agreement between the Participant and the Company.

(16)

Neither this Award Agreement or the Shares that may be awarded hereunder represent any right to the payment of earned wages, and the rights of the Participant with respect to any Shares remains fully contingent and subject to the vesting and other terms and conditions of this Award Agreement.

(17)

Any cash payment made pursuant to Section (B)(5) or (B)(6) of this Award Agreement shall be calculated, where necessary, by reference to the prevailing U.S. dollar exchange rate on the proposed payment date (as determined by the Committee in its sole discretion).

(N)

Acceptance of Award . By accepting this Award of RSUs, the Participant is agreeing to all of the terms contained in this Award Agreement. The Participant may accept this Award by indicating acceptance by e-mail or such other electronic means as the Company may designate in writing or by signing this Award Agreement if the Company does not require acceptance by email or such other electronic means. If the Participant desires to refuse the Award, the Participant must notify the Company in writing. Such notification should be sent to CIT Group Inc., Attention: Senior Vice President, Compensation and Benefits, 1 CIT Drive, Livingston, New Jersey 07039, no later than thirty (30) days after the Date of Award. If the Participant declines the Award, it will be cancelled as of the Date of Award.

IN WITNESS WHEREOF , this Award Agreement has been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.

[Name]
[Title]

Accepted and Agreed :

<<Electronic Signature>>

<<Acceptance Date>>

EXHIBIT B

CIT Group Inc.
Long-Term Incentive Plan
Retention Restricted Stock Unit Award Agreement (with Performance-Based Vesting)

“ Participant ”:	Joseph Otting
“ Date of Award ”:	[The closing date of the merger]
“ Number of RSUs Granted ”:	[A number with a grant date value equal to $5 million]

The parties hereto agree as follows:

(A)

(B)

Vesting and Settlement of RSUs .

(1)

(2)

(3)

Each vested RSU shall be settled through the delivery of one Share within thirty (30) days following the Vesting Date (the “ Settlement Date ”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Sections (B)(2) and/or (L) apply to the Participant.

(4)

The Shares delivered to the Participant on the Settlement Date (or such date determined in accordance with Section (C) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

(5)

If, after the Date of Award and prior to the Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date.

(6)

Except for Participants who are tax residents of Canada, in the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of Shares, the RSUs and any dividend equivalents payable in Shares may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the Vesting Date or, in the case of settlement in accordance with Section (C)(1) or (D), the date of the Participant’s “ Separation from Service ” (within the meaning of the Committee’s established methodology for determining “ Separation from Service ” for purposes of Section 409A) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Sections (B)(3), (B)(5), (C)(1), (C)(2) or (D), as applicable.

(C)

Separation from Service .

(1)

If, after the Date of Award and prior to the Settlement Date, the Participant incurs a Disability (as defined below) or a Separation from Service from the Company Group due to death, each RSU, to the extent unvested, shall vest immediately and shall settle through the delivery of one Share within thirty (30) days following the Participant’s Disability or death. The Participant (or the Participant’s beneficiary or legal representative, if applicable) shall also be entitled to receive all credited and unpaid dividend equivalents at the time the RSUs are settled in accordance with this Section (C)(1). “ Disability ” shall have the same meaning as defined in the Company’s applicable long-term disability plan or policy last in effect prior to the first date the Participant suffers from such Disability; provided , however , for a Participant that is a US taxpayer at any time during the period the RSUs vest and become settled hereunder and to the extent a “Disability” event does not also constitute a “Disability” as defined in Section 409A, such Disability event shall not constitute a Disability for purposes of this Section (C)(1).

(2)

If, after the Date of Award and prior to an applicable Settlement Date, the Participant incurs a Separation from Service due to the Participant’s Retirement (as defined below) or initiated by the Company without Cause (as defined below and including, for the avoidance of doubt, in connection with a sale of a business unit) or for Good Reason (as defined below), and, subject to the terms and conditions of the Plan and this Award Agreement, including Section (L) below, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested as of such Separation from Service, shall continue to vest and be settled on the Vesting Date and Settlement Date in accordance with Sections (B)(1), (B)(2) and (B)(3) above, unless such continued vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited or limited by applicable law and/or regulation. “ Retirement ” is defined as the Participant’s election to retire upon or after (A) attaining age 55 with at least 11 years of service with the Company Group, or (B) attaining age 65 with at least 5 years of service with the Company Group, in each case as determined in accordance with the Company Group’s policies and procedures. “ Cause ” means any of the following: (i) the commission of a misdemeanor involving moral turpitude or a felony; (ii) the Participant’s act or omission that causes or may reasonably be expected to cause material injury to the Company Group, its vendors, customers, business partners or affiliates or that results or is intended to result in personal gain at the expense of the Company Group, its vendors, customers, business partners or affiliates; (iii) the Participant’s substantial and continuing neglect of his or her job responsibilities for the Company Group (including excessive unauthorized absenteeism); (iv) the Participant’s failure to comply with, or violation of, the Company Group’s Code of Business Conduct; (v) the Participant’s act or omission, whether or not performed in the workplace, that precludes the Participant’s employment with any member of the Company Group by virtue of Section 19 of the Federal Deposit Insurance Act; or (vi) the Participant’s violation of any federal or state securities or banking laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or exchange or association of which the Participant or a member of the Company Group is a member. “ Good Reason ” means, without the Participant’s consent, (i) the Participant incurs a material diminution of his annual base salary as set forth in the Offer Letter between the Company and the Participant, dated as of July 21, 2014 (the “ Offer Letter ”) (except in the event of a compensation reduction applicable to the Participant and other employees of comparable rank and/or status); (ii) the Participant incurs a material diminution of his duties or responsibilities from those in effect as of immediately following the Effective Time (as defined in the Offer Letter); (iii) the Participant is reassigned to a work location that is more than fifty (50) miles from his immediately preceding work location and which increases the distance the Participant has to commute to work by more than fifty (50) miles; or (iv) a material breach by the Company of the Offer Letter. A Separation from Service for Good Reason shall not occur unless (A) the Participant has provided the Company written notice specifying in detail the alleged condition of Good Reason within thirty (30) days of the occurrence of such condition; (B) the Company has failed to cure such alleged condition within ninety (90) days following the Company’s receipt of such written notice; and (C) if the Committee (or its designee) has determined that the Company has failed to cure such alleged condition, the Participant initiates a Separation from Service within five (5) days following the end of such ninety (90)-day cure period.

(3)

If, prior to the Vesting Date, the Participant’s employment with the Company Group terminates for any reason other than as set forth in Section (C)(1), (C)(2) or (D), the unvested RSUs shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any payments with respect to, the RSUs including, without limitation, dividend equivalents pursuant to Section (B)(5).

(D)

Change of Control .

(1)

(2)

Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary, if, prior to the Settlement Date, a Change of Control occurs and within two (2) years of such Change of Control the Participant incurs a Separation from Service (i) due to the Participant’s Retirement, (ii) initiated by the Company without Cause or (iii) initiated by the Participant for Good Reason, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested, shall vest upon such Separation from Service and be settled within thirty (30) days following such Separation from Service, unless such accelerated vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited or limited by applicable law and/or regulation.

(E)

(F)

(G)

No Entitlements .

(1)

(2)

(3)

(H)

No Rights as a Stockholder . The Participant will have no rights as a stockholder with respect to Shares covered by this Award Agreement (including voting rights) until the date the Participant or his nominee becomes the holder of record of such Shares on the Settlement Date or as provided in Section (C) or (D), if applicable.

(I)

(1)

(2)

(3)

(J)

If to the Company, to:

CIT Group Inc.
1 CIT Drive
Livingston, New Jersey 07039
Attention: Senior Vice President, Compensation and Benefits

If to the Participant, to the address on file with the Company Group.

(K)

(1)

(2)

(L)

Cancellation; Recoupment; Related Matters.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(M)

Miscellaneous .

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(10)

This Award Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(N)

IN WITNESS WHEREOF , this Award Agreement has been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.

[Name]
[Title]

Accepted and Agreed :

<<Electronic Signature>>

<<Acceptance Date>>

Exhibit 10.4

EXECUTION COPY

July 21, 2014

Nelson Chai
c/o CIT Group Inc.
One CIT Drive
Livingston, NJ 07039

Dear Nelson,

This letter (this “ Letter ”) memorializes our discussions concerning your continuing role at CIT Group Inc. (“ CIT ”) following the consummation of the merger (the “ Merger ”) contemplated by the Agreement and Plan of Merger among CIT, IMB Holdco LLC (“ OneWest ”), Carbon Merger Sub LLC and JCF III HoldCo I L.P., dated as of the date hereof (the “ Merger Agreement ”). We believe that your continued service through and following the consummation of the Merger will greatly contribute to the successful integration of CIT and OneWest and the future success of the combined enterprise.

Following the Effective Time (as defined in the Merger Agreement), you will continue to serve as the President of North American Commercial Finance and Co-President of CIT, reporting directly to the Chief Executive Officer of CIT, unless and until your positions are modified by the Board of Directors of CIT. In such positions, you will have such duties and responsibilities as are assigned to you by the Chief Executive Officer of CIT from time to time, provided such duties and responsibilities will not be inconsistent with such positions.

On the date on which the Effective Time occurs, you will be granted a restricted stock unit award with respect to CIT common stock with a grant date fair market value of $5,000,000 (the “ Retention RSUs ”). The number of shares of CIT common stock subject to the Retention RSUs will be determined based on the closing price of CIT’s common stock on the New York Stock Exchange on the day on which the Effective Time occurs (or, if the Effective Time occurs during a securities trading blackout period during which awards may not be made as set forth in the CIT Equity Compensation Award Policy, on the business day following the end of the blackout period). The vesting, settlement and other terms of the Retention RSUs shall be as set forth in the Retention RSU Award Agreement attached hereto as Exhibit A .

CIT’s obligations under this Letter will become effective upon the occurrence of the Effective Time subject to your continued employment with CIT as of the Effective Time.

CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Joseph Otting
Page 2

We thank you for your continued and dedicated service to CIT during this period of growth and transformation.

Sincerely,

/s/ Robert J. Ingato____________________

Name:

Robert J. Ingato

Title:

Executive Vice President,
General Counsel and Secretary

EXHIBIT A

CIT Group Inc.
Long-Term Incentive Plan
Retention Restricted Stock Unit Award Agreement (with Performance-Based Vesting)

“ Participant ”:	Nelson Chai
“ Date of Award ”:	[The closing date of the merger]
“ Number of RSUs Granted ”:	[A number with a grant date value equal to $5 million]

The parties hereto agree as follows:

(A)

(B)

Vesting and Settlement of RSUs .

(1)

(2)

(3)

(4)

(5)

(6)

Except for Participants who are tax residents of Canada, in the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of Shares, the RSUs and any dividend equivalents payable in Shares may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the Vesting Date or, in the case of settlement in accordance with Section (C)(1) or (D), the date of the Participant’s “ Separation from Service ” (within the meaning of the Committee’s established methodology for determining “ Separation from Service ” for purposes of Section 409A) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Sections (B)(3), (B)(5), (C)(1), (C)(2) or (D), as applicable.

(C)

Separation from Service .

(1)

(2)

If, after the Date of Award and prior to an applicable Settlement Date, the Participant incurs a Separation from Service due to the Participant’s Retirement (as defined below) or initiated by the Company without Cause (as defined below and including, for the avoidance of doubt, in connection with a sale of a business unit) or for Good Reason (as defined below), and, subject to the terms and conditions of the Plan and this Award Agreement, including Section (L) below, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested as of such Separation from Service, shall continue to vest and be settled on the Vesting Date and Settlement Date in accordance with Sections (B)(1), (B)(2) and (B)(3) above, unless such continued vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited or limited by applicable law and/or regulation. “ Retirement ” is defined as the Participant’s election to retire upon or after (A) attaining age 55 with at least 11 years of service with the Company Group, or (B) attaining age 65 with at least 5 years of service with the Company Group, in each case as determined in accordance with the Company Group’s policies and procedures. “ Cause ” means any of the following: (i) the commission of a misdemeanor involving moral turpitude or a felony; (ii) the Participant’s act or omission that causes or may reasonably be expected to cause material injury to the Company Group, its vendors, customers, business partners or affiliates or that results or is intended to result in personal gain at the expense of the Company Group, its vendors, customers, business partners or affiliates; (iii) the Participant’s substantial and continuing neglect of his or her job responsibilities for the Company Group (including excessive unauthorized absenteeism); (iv) the Participant’s failure to comply with, or violation of, the Company Group’s Code of Business Conduct; (v) the Participant’s act or omission, whether or not performed in the workplace, that precludes the Participant’s employment with any member of the Company Group by virtue of Section 19 of the Federal Deposit Insurance Act; and (vi) the Participant’s violation of any federal or state securities or banking laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or exchange or association of which the Participant or a member of the Company Group is a member. “ Good Reason ” means, without the Participant’s consent, (i) the Participant incurs a material diminution of his base salary (except in the event of a compensation reduction applicable to the Participant and other employees of comparable rank and/or status); (ii) the Participant incurs a material diminution of his duties or responsibilities from those in effect as of immediately following the Effective Time (as defined in the Letter between the Company and the Participant, dated as of July 21, 2014 (the “ Letter ”)); (iii) the Participant is reassigned to a work location that is more than fifty (50) miles from his immediately preceding work location and which increases the distance the Participant has to commute to work by more than fifty (50) miles; or (iv) a material breach by the Company of the Letter. A Separation from Service for Good Reason shall not occur unless (A) the Participant has provided the Company written notice specifying in detail the alleged condition of Good Reason within thirty (30) days of the occurrence of such condition; (B) the Company has failed to cure such alleged condition within ninety (90) days following the Company’s receipt of such written notice; and (C) if the Committee (or its designee) has determined that the Company has failed to cure such alleged condition, the Participant initiates a Separation from Service within five (5) days following the end of such ninety (90)-day cure period.

(3)

(D)

Change of Control .

(1)

the RSUs that will vest in accordance with this Award Agreement for any uncompleted fiscal years in the Performance Period.

(2)

(E)

(F)

(G)

No Entitlements .

(1)

(2)

(3)

Subject to the terms of any applicable employment agreement, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan or the Award Agreement, the grant of RSUs, nor any action taken or omitted to be taken under the Plan or the Award Agreement shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in Section (C) or (D), as applicable, only apply to the treatment of the RSUs in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever to the extent such rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in respect of, any unvested RSUs that are cancelled or forfeited as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, this Award Agreement or the provisions of any statute or law to taxation. This waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.

(H)

No Rights as a Stockholder . The Participant will have no rights as a stockholder with respect to Shares covered by this Award Agreement (including voting rights) until the date the Participant or his nominee becomes the holder of record of such Shares on the Settlement Date or as provided in Section (C) or (D), if applicable.

(I)

a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

(1)

(2)

(3)

(J)

If to the Company, to:

CIT Group Inc.
1 CIT Drive
Livingston, New Jersey 07039
Attention: Senior Vice President, Compensation and Benefits

If to the Participant, to the address on file with the Company Group.

(K)

(1)

(2)

(L)

Cancellation; Recoupment; Related Matters.

(1)

(whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the twelve (12) months immediately preceding the Committee’s determination.

(2)

(3)

(4)

In the event that the Committee (or its designee), in its sole discretion, determines at any time that the Participant has breached any provisions relating to non-competition, non-solicitation, confidential information or inventions or proprietary property in any employment agreement or other agreement in effect between the Participant and the Company or an Affiliate during the Participant’s employment or the period following the Participant’s Separation from Service from the Company Group specified in the applicable agreement, then the Committee (or its designee), in its sole discretion, may direct the Company (a) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs, and / or (b) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the twelve (12) months immediately preceding the Committee’s determination and any credited and unpaid dividend equivalents with respect to such Shares to the Participant (and the Participant shall forfeit any rights to such Shares and any credited and unpaid dividend equivalents).

(5)

In the event the Committee (or its designee), in its sole discretion, determines at any time that the Participant has engaged in “Detrimental Conduct” (as defined below) or violated any of the Company Policies (as defined below) during the Participant’s employment, including if such determination is made following the Participant’s termination of employment, then the Committee (or its designee), in its sole discretion, may direct the Company (i) to cancel any outstanding RSUs (whether or not vested), and the Participant shall forfeit any rights to such cancelled RSUs and / or (ii) to recover from the Participant an amount equal to the Fair Market Value (determined as of the Settlement Date) of the net number of Shares distributed to the Participant pursuant to this Award Agreement within the 12 months immediately preceding the Committee’s determination. “Detrimental Conduct” shall mean: (i) any conduct that would constitute “cause” under the Participant’s employment agreement or similar agreement with the Company or its Affiliates, if any, or if the Participant’s employment has terminated and the Committee discovers thereafter that the Participant’s employment could have or should have been terminated for Cause; or (ii) fraud, gross negligence, or other wrongdoing or malfeasance. “ Company Policies ” shall mean the Company policies and procedures in effect from time to time, including, without limitation, policies and procedures with respect to the Company’s “ Regulatory Credit Classifications ” (as defined in the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on February 27, 2014 (the “ Form 10-K ”)), and as amended from time to time, and any credit risk policies and procedures in effect from time to time.

(6)

(7)

(M)

Miscellaneous .

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(10)

This Award Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(N)

IN WITNESS WHEREOF , this Award Agreement has been executed by the Company by one of its duly authorized officers as of the Date of Award.

CIT Group Inc.

[Name]
[Title]

Accepted and Agreed :

<<Electronic Signature>>

<<Acceptance Date>>