Common use of Accredited Investor, etc Clause in Contracts

Accredited Investor, etc. (1) The Investor acknowledges that the Common Shares have not been registered under the Securities Act or under any state securities laws. The Investor (i) is acquiring the Common Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Common Shares to any person, (ii) will not sell or otherwise dispose of any of the Common Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) is an “accredited investor” as defined in SEC Rule 501 and/or a “qualified institutional buyer” under SEC Rule 144A, and (iv) has such knowledge and experience in financial and business matters and in investments of this type, including knowledge of the Company, that it is capable of evaluating the merits and risks of the Company and of its investment in the Common Shares and of making an informed investment decision; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Common Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Common Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act or an unregistered broker-dealer engaged in the business of being a broker-dealer. (2) The Investor has, either alone or through its representatives: (A) consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary; (B) had a reasonable opportunity to ask such questions as it has deemed necessary of, and to receive answers from, the officers and representatives of the Company and the Company Subsidiaries concerning the Company’s and the Company Subsidiaries’ financial condition and results of operations, the business plan for the Company and the Company Subsidiaries, all employment agreements and benefit plans and other contractual arrangements among the Company, the Company Subsidiaries and their respective management teams, the terms and conditions of the private placement of the Common Shares, the transactions contemplated hereby and any additional relevant information that the Company possesses, and any such questions have been answered to its satisfaction; (C) had the opportunity to review and evaluate the following, among other things, in connection with its investment decision with respect to the Common Shares: (i) all publicly available records and filings concerning the Company and the Company Subsidiaries, as well as all other documents, records, filings, reports, agreements and other materials provided by the Company regarding its and the Company Subsidiaries’ business, operations and financial condition sufficient to enable it to evaluate its investment; (ii) certain investor presentation materials (as supplemented from time to time) that summarizes this transaction; and (iii) this Agreement and all other Transaction Documents; and (D) made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by any other Person, including any other investor that is not affiliated with such Investor. Neither such inquiries nor any other due diligence investigations conducted by such the Investor or its advisors or representatives, if any, shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. Each Investor understands that (i) its investment in the Common Shares involves a high degree of risk and it is able to afford a complete loss of such investment, (ii) no representation is being made as to the business or prospects of the Company or the Company Subsidiaries after completion of the Transactions or the future value of the Common Shares, and (iii) no representation is being made as to any projections or estimates delivered to or made available to the Investor (or any of its affiliates or representatives) of the Company’s or the Company Subsidiaries’ future assets, liabilities, stockholders’ equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom. The Investor, either alone or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully understand and be capable of evaluating the merits and risks of an investment in the Common Shares. (3) The Investor has read and understands the risk factors outlining risks related to the Company, the Company Subsidiaries, and an investment in the Company set forth in the Company’s Form 10-K for the year ended December 31, 2011 and the Company’s subsequent Quarterly Reports on Form 10-Q. (4) The Investor understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Common Shares. (5) The Investor is not purchasing the Common Shares as a result of any advertisement, article, notice or other communication regarding the Common Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (6) The Investor understands and agrees that the Common Shares are not deposits and are not insured by the FDIC or any other Governmental Authority.

Accredited Investor, etc. (1a) The Investor acknowledges that the Common Purchased Shares have not been registered under the Securities Act or under any state securities laws. The Investor (i) is acquiring the Common Purchased Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Common Purchased Shares to any person, (ii) will not sell or otherwise dispose of any of the Common Purchased Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities lawslaws and the Federal Reserve’s Policy Statement on Equity Investments in Banks and Bank Holding Companies (Sept. 22, 2008) (the “Federal Reserve Policy Statement”), (iii) is an “accredited investor” as defined in SEC Rule 501 and/or Accredited Investor and a “qualified institutional buyer” under SEC Rule 144A, and (iv) has such knowledge and experience in financial and business matters and in investments of this type, including knowledge of the Company, that it is capable of evaluating the merits and risks of the Company and of its investment in the Common Shares Securities and of making an informed investment decision; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Common Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Common Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act or an unregistered broker-dealer a person engaged in the business of being a broker-dealer. (2b) The Investor has, either alone or through its representatives: (Ai) consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessarynecessary in its sole discretion in connection with this Agreement and the Transactions; (Bii) had a reasonable opportunity to ask such questions as it has deemed necessary of, and to receive answers from, the officers and representatives of the Company and the Company Subsidiaries Bank concerning the Company’s and the Company Subsidiaries’ Bank’s financial condition and results of operations, the business plan for the Company and the Company SubsidiariesBank, all employment agreements and benefit plans and other contractual arrangements among the Company, the Company Subsidiaries Bank and their respective management teams, the terms and conditions of the private placement Transaction (including the Private Placement and the issuance of the Common SharesSecurities), the transactions contemplated hereby its regulatory situation and any additional relevant information that the Company possesses, and any such questions have been answered to its satisfaction; (Ciii) had the opportunity to review and evaluate the following, among other things, in connection with its investment decision with respect to the Common SharesSecurities: (iA) all publicly available records and filings concerning the Company and the Company SubsidiariesBank, as well as all other documents, records, filings, reports, agreements and other materials provided by the Company regarding its and the Company Subsidiaries’ Bank’s business, operations and financial condition sufficient to enable it to evaluate its investment; (iiB) certain investor presentation materials (as these may be supplemented from time to time) that summarizes summarize this transactionoffering of Securities and the Transaction; and (iiiC) this Agreement, the Registration Rights Agreement and all other Transaction the exhibits, schedules and appendices attached hereto and thereto (collectively, the documents referred to in clauses (B) and (C), the “Private Placement Documents”); and (Div) made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by any other Personperson, including any other investor that is Investor. The Investor has not affiliated with such Investorrelied upon any other Investor in making its decisions to purchase Securities, or to enter into this Agreement or participate in the Transaction. Neither such inquiries nor any other due diligence investigations conducted by such the Investor or its advisors or representatives, if any, shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. Each The Investor understands that (i) its investment in the Common Shares Securities is speculative and involves a high degree of risk and it is able to afford a complete loss of such investment, (ii) no representation is being made as to the business or prospects of the Company or the Company Subsidiaries Bank after completion of the Transactions Transaction or the future value of the Common SharesSecurities, and (iii) no representation is being made as to any projections or estimates delivered to or made available to the Investor Investors (or any of its affiliates or representatives) of the Company’s or the Company Subsidiaries’ Bank’s future assets, liabilities, stockholdersshareholders’ equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom. The Investor, either alone or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully understand and be capable of evaluating the merits and risks of an investment in the Common SharesSecurities. (3c) The Investor acknowledges that the information in the Private Placement Documents is as of the date thereof and may not contain all of the terms and conditions of the offering and sale of the Securities and the Transaction, and understands and acknowledges that it is the Investor’s responsibility to conduct its own independent investigation and evaluation of the Company and the Subsidiaries, the Bank and the Transaction, including (i) the business prospects and future operations of the Company after completion of the Transaction, if applicable, and (ii) the management team that will operate and manage the Company following the completion of the Transaction. The Investor is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any person except for the express written statements, representations and warranties of the Company made or contained in this Agreement and the other Private Placement Documents. Furthermore, the Investor acknowledges that: (A) the Investor has made, and has relied upon, its own independent examination in purchasing the Purchased Shares, including of the Company and the Subsidiaries, the Bank, the Transaction and the management team of the Company that will continue to operate and manage the Company after the completion of the Transaction; (B) nothing in this Agreement or any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Purchased Shares constitutes legal, tax or investment advice; and (C) the Investor received or had access to all of the information the Investor deemed necessary in order to make its investment decision in the Securities. (d) The Investor has read and understands the risk factors outlining certain, but not all, risks related to the Company, the Company SubsidiariesBank, and an investment in the Company set forth in (i) the Company’s Form 10-K for the year ended December 31, 2011 and 2011, (ii) each of the Company’s subsequent Quarterly Reports quarterly reports and other reports on SEC Form 10-Q.Q or Form 8-K filed or furnished, as applicable, thereafter through the date hereof, and (iii) the Private Placement Documents. (4e) The Investor understands that the Common Purchased Shares are being offered and sold to it by the Company through the Placement Agent in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Common Purchased Shares. (5f) The Investor is not purchasing the Common Purchased Shares as a result of any advertisement, article, notice or other communication regarding the Common Purchased Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (6g) The Investor understands that (i) no representation is being made as to the business or prospects of the Company or the Bank after the Closing or the future value of the Securities; and (ii) no representation is being made as to any projections or estimates delivered to or made available to the Investor (or any of its affiliates or representatives) of the Company’s or the Bank’s future assets, liabilities, shareholders’ equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom. The Investor, either alone or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully understand and be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) The Investor understands and agrees that the Common Shares Securities are not deposits and are not insured or guaranteed by the FDIC or any other Governmental Authority.

Accredited Investor, etc. (1a) The Investor acknowledges that the Common Purchased Shares have not been registered under the Securities Act or under any state securities laws. The Investor (i) is acquiring the Common Purchased Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Common Purchased Shares to any person, (ii) will not sell or otherwise dispose of any of the Common Purchased Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) is an “accredited investor” as defined in SEC Rule 501 and/or a “qualified institutional buyer” under SEC Rule 144A, and (iv) has such knowledge and experience in financial and business matters and in investments of this type, including knowledge of the Company, that it is capable of evaluating the merits and risks of the Company and of its investment in the Common Purchased Shares and of making an informed investment decision; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Common Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Common Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act or an unregistered broker-dealer engaged in the business of being a broker-dealer. (2b) The Investor has, either alone or through its representatives: (Ai) consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary; (Bii) had a reasonable opportunity to ask such questions as it has deemed necessary of, and to receive answers from, the officers and representatives of the Company and the Company Subsidiaries Bank concerning the Company’s and the Company Subsidiaries’ Bank’s financial condition and results of operations, the business plan for the Company and the Company SubsidiariesBank, all employment agreements and benefit plans and other contractual arrangements among the Company, the Company Subsidiaries Bank and their respective management teams, the terms and conditions of the private placement of the Common Purchased Shares, the transactions contemplated hereby Transaction and any additional relevant information that the Company possesses, and any such questions have been answered to its satisfaction; (Ciii) had the opportunity to review and evaluate the following, among other things, in connection with its investment decision with respect to the Common Purchased Shares: (iA) all publicly available records and filings concerning the Company and the Company SubsidiariesBank, as well as all other documents, records, filings, reports, agreements and other materials provided by the Company regarding its and the Company Subsidiaries’ Bank’s business, operations and financial condition sufficient to enable it to evaluate its investment; (iiB) certain investor presentation materials (as supplemented from time to time) (collectively, the “Offering Materials”) that summarizes this transactionoffering of Purchased Shares and the Transaction; and (iiiC) this Agreement, the Registration Rights Agreement and all other Transaction exhibits, schedules and appendices attached hereto and thereto (collectively, the “Private Placement Documents”); and (Div) made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by any other Person, including any other investor that is not affiliated with such Investor. Neither such inquiries nor any other due diligence investigations conducted by such the Investor or its advisors or representatives, if any, shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. Each Investor understands that (i) its investment in the Common Purchased Shares involves a high degree of risk and it is able to afford a complete loss of such investment, (ii) no representation is being made as to the business or prospects of the Company or the Company Subsidiaries Bank after completion of the Transactions Transaction and the Mergers or the future value of the Common Purchased Shares, and (iii) no representation is being made as to any projections or estimates delivered to or made available to the Investor Investors (or any of its affiliates or representatives) of the Company’s or the Company Subsidiaries’ Bank’s future assets, liabilities, stockholders’ equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom. The Each Investor, either alone or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully understand and be capable of evaluating the merits and risks of an investment in the Common Purchased Shares. (3c) The Investor acknowledges that the information in the Private Placement Documents is as of the date thereof and may not contain all of the terms and conditions of the offering and sale of the Purchased Shares and the Transaction, and understands and acknowledges that it is the Investor’s responsibility to conduct its own independent investigation and evaluation of the Company and the Subsidiaries, the Bank and the Transaction, including (i) the business prospects and future operations of the Company after completion of the Transaction, if applicable, and (ii) the management team that will operate and manage the Company following the completion of the Transaction. The Investor is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any person except for the express statements, representations and warranties of the Company made or contained in this Agreement and the other Private Placement Documents. Furthermore, the Investor acknowledges that: (A) the Investor has made, and has relied upon, its own independent examination in purchasing the Purchased Shares, including of the Company and the Subsidiaries, the Bank, the Transaction and the management team of the Company that will continue to operate and manage the Company after the completion of the Transaction; (B) nothing in this Agreement or any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Purchased Shares constitutes legal, tax or investment advice and the Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Purchased Shares; and (C) the Investor received or had access to all of the information the Investor deemed necessary in order to make its investment decision in the Purchased Shares. (d) The Investor has read and understands the risk factors outlining certain, but not all, risks related to the Company, the Company SubsidiariesBank, and an investment in the Company set forth in the Company’s Form 10-K for the year ended December 31, 2011 and the Company’s subsequent Quarterly Reports on Form 10-Q.2009. (4e) The Investor understands that the Common Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Common Purchased Shares. (5f) The Investor is not purchasing the Common Purchased Shares as a result of any advertisement, article, notice or other communication regarding the Common Purchased Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (6g) The Investor understands that (i) its investment in the Purchased Shares involves a high degree of risk, (ii) no representation is being made as to the business or prospects of the Company or the Bank after completion of the Transaction or the future value of the Purchased Shares, and (iii) no representation is being made as to any projections or estimates delivered to or made available to the Investor (or any of its affiliates or representatives) of the Company’s or the Bank’s future assets, liabilities, stockholders’ equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom. The Investor, either alone or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully understand and be capable of evaluating the merits and risks of an investment in the Purchased Shares and has the ability to bear the economic risks of an investment in the Purchased Shares and, at the present time, is able to afford a complete loss of such investment. (h) The Investor understands and agrees that the Common Purchased Shares are not deposits and are not insured by the FDIC or any other Governmental Authority.