Common use of Capitalization of Unified Clause in Contracts

Capitalization of Unified. The authorized ------------------------- capital stock of Unified consists of (i) 300,000 shares of Unified Common Stock and (ii) 1,000,000 shares of preferred stock, $0.01 par value ("Unified Preferred Stock"). As of the date hereof, 17,069 shares of Unified Preferred Stock were issued and outstanding and, as of the Closing Date, excluding shares of Unified Common Stock to be issued in connection with the Merger, the pending acquisition of Health Financial, Inc. and any acquisition transaction by Unified that is announced after the date hereof, 300,000 shares of Unified Common Stock will be issued and outstanding. Unified has designated 10,000 shares of Unified Preferred Stock as "Series A 8% Cumulative Preferred Stock," of which 8,486 shares are issued and outstanding, and 10,000 shares of Unified Preferred Stock as "Series B 8% Cumulative Preferred Stock," of which 8,583 shares were issued and outstanding. As of the date hereof, Unified had no shares of Unified Common Stock reserved for issuance under various Unified employee and/or director stock option, incentive and/or benefit plans ("Unified Employee/Director Stock Grants"). Seller hereby acknowledges that Unified anticipates filing with the Secretary of State of the State of Delaware, prior to the Effective Time, documents to effect (i) a change of the par value of the Unified Common Stock to $0.01, (ii) an increase in the number of shares of Unified Common Stock authorized to 25,000,000 and (iii) a possible reduction in the number of shares of Unified Preferred Stock authorized to a number equal to or greater than the number currently outstanding. In addition, Seller hereby acknowledges that Unified may effect a two- for-one stock split prior to the Effective Time, which split would increase the number of shares of Unified Common Stock then issued and outstanding to 600,000. Unified continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Unified may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, neither Unified nor any Unified Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Unified nor Merger Sub will take any action that would (i) prevent the transactions contemplated hereby - 16 - 21 from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Unified outstanding. All of the issued and outstanding shares of Unified Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Unified. At the Effective Time, the Unified Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, will not be issued in violation of any preemptive right of any shareholder of Unified.

Capitalization of Unified. The authorized capital ------------------------- capital stock of Unified consists of (i) 300,000 shares of Unified Common Stock and (ii) 1,000,000 shares of preferred stock, $0.01 par value ("Unified Preferred Stock"). As of the date hereof, 17,069 shares of Unified Preferred Stock were issued and outstanding and, as of the Closing Date, excluding shares of Unified Common Stock to be issued in connection with the Merger, the pending acquisition acquisitions of Health Financial, Inc. and First Lexington Trust Company and any possible acquisition transaction by Unified that is announced after the date hereof, 300,000 shares of Unified Common Stock will be issued and outstanding. Unified has designated 10,000 shares of Unified Preferred Stock as "Series A 8% Cumulative Preferred Stock," of which 8,486 shares are issued and outstanding, and 10,000 shares of Unified Preferred Stock as "Series B 8% Cumulative Preferred Stock," of which 8,583 shares were issued and outstanding. As of the date hereof, Unified had no shares of Unified Common Stock reserved for issuance under various Unified employee and/or director stock option, incentive and/or benefit plans ("Unified Employee/Director Stock Grants"). Seller hereby acknowledges that Unified anticipates filing with the Secretary of State of the State of Delaware, prior to the Effective Time, documents to effect (i) a change of the par value of the Unified Common Stock to $0.01, (ii) an increase in the number of shares of Unified Common Stock authorized to 25,000,000 and (iii) a possible reduction in the number of shares of Unified Preferred Stock authorized to a number equal to or greater than the number currently outstanding. In addition, Seller hereby acknowledges that Unified may effect a two- two-for-one stock split prior to the Effective Time, which split would increase the number of shares of Unified Common Stock then issued and outstanding to 600,000. Unified continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Unified may, depending on market conditions and other factors, otherwise determine to issue equity, equity-equity- linked or other securities for financing purposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, neither Unified nor any Unified Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Unified nor Merger Sub will take any action that would (i) prevent the transactions contemplated hereby - 16 - 21 from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Unified outstanding. All of the issued and outstanding shares of Unified Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder stockholder of Unified. At the Effective Time, the Unified Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, will not be issued in violation of any preemptive right of any shareholder stockholder of Unified.

Capitalization of Unified. The authorized ------------------------- capital stock of Unified consists of (i) 300,000 shares of Unified Common Stock and (ii) 1,000,000 shares of preferred stock, $0.01 par value ("Unified Preferred Stock"). As of the date hereof, 17,069 shares of Unified Preferred Stock were issued and outstanding and, as of the Closing Date, excluding shares of Unified Common Stock to be issued in connection with the Merger, the pending acquisition of Health Financial, Inc. and any possible acquisition transaction by Unified that is announced after the date hereofUnified, 300,000 shares of Unified Common Stock will be issued and outstanding. Unified has designated 10,000 shares of Unified Preferred Stock as "Series A 8% Cumulative Preferred Stock," of which 8,486 shares are issued and outstanding, and 10,000 shares of Unified Preferred Stock as "Series B 8% Cumulative Preferred Stock," of which 8,583 shares were issued and outstanding. As of the date hereof, Unified had no shares of Unified Common Stock reserved for issuance under various Unified employee and/or director stock option, incentive and/or benefit plans ("Unified Employee/Director Stock Grants"). Seller hereby acknowledges that Unified anticipates filing with the Secretary of State of the State of Delaware, prior to the Effective Time, documents to effect (i) a change of the par value of the Unified Common Stock to $0.01, (ii) an increase in the number of shares of Unified Common Stock authorized to 25,000,000 and (iii) a possible reduction in the number of shares of Unified Preferred Stock authorized to a number equal to or greater than the number currently outstanding. In addition, Seller hereby acknowledges that Unified may effect a two- two-for-one stock split prior to the Effective Time, which split would increase the number of shares of Unified Common Stock then issued and outstanding to 600,000. Unified continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Unified may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, neither Unified nor any Unified Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Unified nor Merger Sub will take any action that would (i) prevent the transactions contemplated hereby - 16 - 21 from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Unified outstanding. All of the issued and outstanding shares of Unified Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Unified. At the Effective Time, the Unified Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, will not be issued in violation of any preemptive right of any shareholder of Unified.materially

Capitalization of Unified. The authorized As of the date hereof, Unified ------------------------- capital stock of Unified consists of (i) 300,000 shares of Unified Common Stock and (ii) 1,000,000 had designated 10,000 shares of preferred stock, $0.01 par value value, of Unified ("Unified Preferred Stock"). As of the date hereof, 17,069 shares of Unified Preferred Stock were issued and outstanding and, as of the Closing Date, excluding shares of Unified Common Stock to be issued in connection with the Merger, the pending acquisition of Health Financial, Inc. and any acquisition transaction by Unified that is announced after the date hereof, 300,000 shares of Unified Common Stock will be issued and outstanding. Unified has designated 10,000 shares of Unified Preferred Stock ) as "Series A 8% Cumulative Preferred Stock," of which 8,486 shares are were issued and outstanding, and 10,000 shares of Unified Preferred Stock as "Series B 8% Cumulative Preferred Stock," , of which 8,583 shares were issued and outstanding. As of the date hereof, 17,069 shares of Unified had Preferred Stock were issued and outstanding. At the Issue Date, excluding shares to be issued in connection with any possible acquisition transaction by Unified, no more than 625,000 shares of Unified Common Stock will be issued and outstanding. At the Issue Date, Unified shall have no authorized capital stock other than Unified Common Stock and Unified Preferred Stock. At the Issue Date, there shall be no shares of Unified Common Stock reserved for issuance under various or issuable pursuant to any (i) Unified employee and/or director stock option, incentive and/or benefit benefits plans ("Unified Employee/Director Stock Grants"), (ii) stock split or dividend. Seller hereby acknowledges that Unified anticipates filing with the Secretary of State of the State of Delaware, prior to the Effective TimeIssue Date, documents to effect (i) a change of in the par value of the Unified Common Stock to $0.01, (ii) an increase in the number of shares of Unified Common Stock authorized to 25,000,000 a number equal to or less than 25,000,000, and (iii) a possible reduction in the number of shares of Unified Preferred Stock authorized to a number equal to or greater less than the number currently outstanding. In addition, Seller hereby acknowledges that Unified may effect a two- for-one stock split prior to the Effective Time, which split would increase the number of shares of Unified Common Stock then issued and outstanding to 600,000. Unified continually evaluates possible acquisitions and may prior to the Effective Time Issue Date enter into one or more agreements providing for, and may consummate, the acquisition by it of another company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Unified may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, neither Unified nor any Unified Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Unified nor Merger Sub will take any action that would (i) prevent the transactions contemplated hereby - 16 - 21 from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Unified outstanding. All of the issued and outstanding shares of Unified Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Unified. At the Effective TimeIssue Date, the Unified Common Stock to be issued in the Merger Stock Purchase Transaction will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Unified."