Common use of Conditions to Company’s Obligations Clause in Contracts

Conditions to Company’s Obligations. The obligations of the Company to issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. The obligations of Company’s obligation to consummate the Company to issue and sell the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are is subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditions for Company’s benefit (or Company’s waiver thereof, it being agreed that Company may waive any or all of such conditions in its sole and absolute discretion) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (a) The All of Seller’s representations and warranties contained in Section 2.3 herein shall be true, complete true and correct on in all material respects as of the date of this Agreement and as of the Closing Date with the same effect Date, subject to (i) any qualifications hereafter made to any of Seller’s representations as though such representations provided for in Section 11.1 hereof and warranties had been made on (ii) any representation that is no longer true and correct as of such datethe Closing solely by reason of the occurrence, except to after the extent such representations Effective Date, of a fact or event which, in and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date)itself, and an authorized officer does not constitute a default under this Agreement or the failure of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser.a condition under this Section 7.1; (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at As of the Closing Date, and an authorized officer of such Purchaser Seller shall have certified such compliance performed its obligations hereunder and all deliveries to the Company in writing on behalf of such Purchaser.be made at Closing by Seller shall have been tendered; (c) With respect to There shall not be in force any order, decree, judgment or injunction of any Governmental Authority enjoining or prohibiting the purchase consummation of the Contingent Shares, the Bank shall have been named transactions contemplated by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied.this Agreement; (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice No Legal Proceeding shall be given within five (5) business days of the occurrence of the: pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) receipt prevent consummation of a Notice of Non-Qualificationthe transactions contemplated by this Agreement, or (ii) receipt of a Notice of Higher Bid, (iii) cause the Company or the Bank determines not transactions contemplated by this Agreement to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010.be rescinded following consummation; (e) The Title Company shall not be unconditionally and irrevocably committed to issue (i) the endorsements to the Existing Title Policies and (ii) the New Title Policies (and the title policies in connection with any New Mortgage Debt), in each case, as required by Company pursuant to the terms of Section 4.2 of this Agreement; (f) If Company has elected to proceed with the Defeasance, the Defeasance shall have been notified effectuated in accordance with the terms of this Agreement and the Mortgage Loan Documents; (g) If Company has elected the Mortgage Loan Continuance, the Mortgage Loan Continuance shall have been effectuated in accordance with the terms of this Agreement and the Mortgage Loan Documents; (h) Seller shall have caused Bank of America, N.A. to deliver an executed estoppel certificate (the "B of A Estoppel Certificate") in the form attached hereto as Exhibit H, and such estoppel certificate does not disclose or allege any material default or termination right under the Master Lease; (i) Seller shall have delivered evidence reasonably acceptable to Company that all indebtedness secured by the FDIC that Interests has been released at or prior to Closing; and (j) Unless Company has elected to proceed with the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and thatMortgage Loan Continuance, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantsLender Event has not occurred.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are subject to the satisfaction (or waiver by such Purchaserthe Company), on at or before such Closing Dateprior to the Closing, of the following conditions: (a) The (i) the representations and warranties contained in Section 2.3 4.01(a), Section 4.02 and Section 4.10 shall be true, complete true and correct on and in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties, shall be true and correct in all material respects as of such date), (ii) the representations and warranties contained in Section 4.03 shall be true and correct in all respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties, shall be true and correct in all respects as of such date), except where a failure of such representations and warranties to be true or correct is de minimis in nature and (iii) the representations and warranties contained in ARTICLE 4 of this Agreement (other than those contained in the sections set forth in the preceding clauses (i), (ii) and (iii)) shall be true and correct (without giving effect to any earlier limitation as to “materiality,” “Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date (or the date of this Agreement, in which case such representations and warranties shall be accurate on true and correct in all respects as of such date), and an authorized officer of such Purchaser shall have certified such compliance to except where the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required failure to be performed or complied with by it prior to or at the Closing Dateso true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.Parent Material Adverse Effect;

Conditions to Company’s Obligations. The obligations of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser transactions contemplated hereby are subject to the satisfaction by such Purchaser, or waiver on or before such prior to the Closing Date, of each of the following conditions: a. At least seventy-five percent (a75%) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as of the Closing Date with Offered Shares shall have been purchased pursuant to the same effect as though such representations Rights Offering and warranties had the Standby Purchase Obligation. b. The Company's Board of Directors shall not have exercised its right in its sole discretion to abandon the Split-Up Proposal. c. No Action by any governmental authority or other person shall have been made on instituted or threatened which questions the validity or legality of the transactions contemplated hereby and as which could reasonably be expected to materially damage the Company. d. There shall not be any statute, rule or regulation that makes the transfer of such date, except the Third Party Dealer Assets contemplated hereby illegal or otherwise prohibited. e. Each of the Company Transferor Subsidiaries (to the extent applicable) shall have received the consent of its Board of Directors to consummate the transactions, subject to the terms and conditions set forth herein. f. The Company shall have received the opinion of an independent third party engaged by the Company customarily furnishing opinions of a similar nature, opining as to the fairness to the Company's shareholders of certain aspects of the Split-up and such representations and warranties expressly relate to any earlier date (in which case such representations and warranties opinion shall be accurate on in full force and effect. g. The Company shall have received the opinion of Willamette Management Associates as to the Net Appraised Value of such date)the Third Party Dealer Assets, the fair market value of the Rights, and an authorized officer the fair market value of the Cygnet Preferred Stock and such Purchaser opinion shall have certified such compliance to the Company be in writing on behalf of such Purchaserfull force and effect. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank h. The Required Agreements shall have been named by the FDIC as the winning bidder for the Acquisition validly executed and delivered and shall be in full force and effect. i. All authorizations, consents, approvals, waivers and clearances of the Target Institutionall federal, state, local and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement foreign governmental agencies and all other persons required therefor shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent obtained and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of in full force and effect, without any conditions being imposed that would have a material adverse effect on the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Company. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. The obligations of COMPANY to consummate the Company Acquisition and the other transactions contemplated to issue and sell be consummated by it at the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser Closing are subject to the satisfaction (or waiver by COMPANY) at or prior to the Effective Time (or at such Purchaser, on or before such Closing Date, other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (a) The representations and warranties contained of BUYER set out in Section 2.3 this Agreement shall be true, complete true and correct on in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except prior to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such PurchaserEffective Time. (b) Such Purchaser BUYER shall have performed complied in a timely manner and complied in all material respects with all the respective covenants and agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company set out in writing on behalf of such Purchaserthis Agreement. (c) With respect to The shareholders of BUYER shall have approved the purchase Acquisition in accordance with the provisions of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedDGCL. (d) With respect to a purchase At the Effective Time the officers of only the Non-Contingent Shares, the Company COMPANY shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares tender their immediate resignations from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010office. (e) The Company COMPANY shall be reasonably satisfied that the Acquisition results in a tax-free reorganization under the Code. (f) Members shall forgive all indebtedness to the COMPANY. (g) All members, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Acquisition shall have been secured. (h) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority that prohibits or restricts the consummation of the Acquisition or the related transactions. (i) In the event any condition precedent set forth in this Section 6.1 shall not have been notified by met, the FDIC that the Company is subject sole remedy of COMPANY shall be either to the FDIC Policy Statement with respect waive such failure and proceed to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock close hereunder, assuming or to terminate this Agreement in which event neither COMPANY nor BUYER shall have any claim or action against the accuracy of each Purchaser’s representation, warranties and covenantsother.

Conditions to Company’s Obligations. The obligations obligation of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are is subject to the satisfaction by such Purchaser, on or before such Closing Date, fulfillment of the following conditionsconditions as of the Closing: (a) The representations and warranties contained set forth in Section 2.3 ARTICLE VI hereof which are not qualified as to materiality shall be true, complete true and correct on in all material respects and the representations and warranties which are qualified as to materiality shall be true and correct in all respects, in each case as of the date hereof and at and as of the Closing Date with the same effect as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser.warranties; (b) Such Purchaser Buyer shall have performed and complied in all material respects with all of the covenants and agreements contained herein required to be performed or complied with by it under this Agreement on or prior to the Closing; (c) All Governmental Approvals shall have been duly made and obtained, and all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or at been terminated; (d) Buyer shall have delivered the payments required by Section 2.13(b)(ii); (e) On or prior to the Closing Date, and an Buyer shall have delivered to the Company all of the following: (i) a certificate from a duly authorized officer of Buyer, in form and substance reasonably satisfactory to the Company, dated the Closing Date, stating that the preconditions specified in Sections 3.2(a) and 3.2(b) have been satisfied (the “Buyer Closing Certificate”); (ii) certified copies of (A) the certificate of incorporation and by-laws of Buyer and Merger Sub and (B) the resolutions of the respective boards of directors of Buyer and Merger Sub authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) certificates of good standing from the Secretary of State of the State of Delaware with respect to Merger Sub, and from the Secretary of State of the State of Arizona with respect to Buyer, each dated not more than ten days prior to Closing; and (iv) such Purchaser other documents or instruments as the Company may reasonably request to effect the transactions contemplated hereby; (f) Buyer and the Escrow Agent shall have certified such compliance executed and delivered to the Company in writing on behalf a counterpart of such Purchaser.the Escrow Agreement; and (cg) With respect No suit, action or other proceeding, or injunction or final judgment, order or decree relating thereto, shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the purchase transactions contemplated hereby, or that has had, or would reasonably be expected to have, a Material Adverse Effect, or that would adversely affect the right of Buyer to own, operate or control the Contingent SharesCompany; no investigation that would result in any such suit, the Bank action or proceeding shall have be pending nor threatened and no such judgment, order or decree has been named entered and not subsequently dismissed with prejudice. Any condition specified in this Section 3.2 may be waived by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to Company; provided that no such waiver shall be effective against the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to unless it is set forth in a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified writing executed by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantsCompany.

Conditions to Company’s Obligations. The obligations of the ----------------------------------- Company to issue and sell cause the Registrable Securities owned by the Holders to each individual Purchaser and to perform its obligations be registered under this Agreement with respect to such Purchaser the Act are subject to the satisfaction by such Purchaser, on or before such Closing Date, each of the following conditionslimitations, conditions and qualifications: (a) The representations and warranties contained in Section 2.3 Company shall be trueentitled to postpone for a reasonable period of time up to three (3) months the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 4 hereof, complete if the Company determines, in its reasonable judgment, that such registration and correct on offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company, and as of the Closing Date with Company promptly gives the same effect as though such representations and warranties had been made on and as Holders written notice including an explanation of such datedetermination. If the Company shall so postpone the filing of a Registration Statement, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser Selling Holders shall have certified such compliance the right to withdraw the Demand Registration Request by giving written notice to the Company within 30 days after receipt of the notice of postponement (and, in writing on behalf the event of such Purchaserwithdrawal, such Demand Registration Request shall not be counted for purposes of the Demand Registration Requests to which the Holders are entitled pursuant to Section 4 hereof). (b) Such Purchaser The Company shall have performed and complied in all material respects with all agreements contained herein not be required to be performed or complied file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request made less than 90 days after the effective date of any Registration Statement filed by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company (other than registrations statements filed on Form X-0, Xxxx X-0, or any successor forms thereto) if (i) the Managing Underwriter(s) associated with such prior Registration Statement reasonably objects to such Demand Registration Request or has otherwise precluded the Company from filing a registration statement within such 90-day period and (ii) the Selling Holders filing such Demand Registration Request were able to include in writing on behalf such prior Registration Statement pursuant to their Piggyback Registration Rights at least one- third of the amount of the Registrable Securities that they had notified the Company they desired to have been included in such Purchaserprior Registration Statement. (c) With The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 3 or 4 hereof, that the Selling Holders execute reasonable and customary indemnification agreements for the benefit of the Underwriters of the registration; provided, however, a Selling Holder shall not be required to indemnify the Underwriters except with respect to Selling Holder information and then only to the purchase extent of the Contingent Shares, the Bank shall have been named proceeds received by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow such Selling Holder pursuant to the Escrow Agreement shall have been satisfiedsuch Registration Statement. (d) With respect The Company shall not be required to a purchase of only the Non-Contingent Sharesfulfill any registration obligations under this Agreement, if the Company shall notify provides the Escrow Agent and Holders with an opinion of counsel reasonably acceptable to such Holders stating that the respective Purchasers Holders are free to sell in the manner proposed by them the Registrable Securities that they desired to register without registering such Registrable Securities or such Registrable Securities can be sold under Rule 144 of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement Securities Act, or otherwise shall have been satisfied. This notice shall be given within five (5) business days of without registration in the occurrence of the: (i) receipt of a Notice of Non-Qualificationopen market in compliance with the Securities Act, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not without regard to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010volume restrictions. (e) The Company shall not have been notified by the FDIC that be obligated to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request at any time if the Company is subject would be required to include financial statements audited as of any date other than the FDIC Policy Statement with respect end of its fiscal year, unless the Selling Holder(s) agree to pay the Acquisition cost of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantssuch additional audit.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, waiver of the following conditionsconditions as of the Closing Date: (a) The each of the representations and warranties of Parent contained in Section 2.3 Article 4 that is (i) qualified as, to, or by Material Adverse Effect shall be true, complete true and correct on and in all respects as of the Closing Date with the same effect as though such representations and warranties had been if made on and anew as of such date, date (except to the extent any such representations representation and warranties warranty expressly relate relates to any an earlier date (in which case such representations and warranties shall be accurate on and as of such earlier date), ) and an authorized officer (ii) not qualified as to or by Material Adverse Effect shall be true and correct as of the Closing Date as if made anew as of such Purchaser shall have certified such compliance date (except to the Company extent any such representation and warranty expressly relates to an earlier date (in writing on behalf which case as of such Purchaser.earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a Material Adverse Effect on Parent’s or Merger Sub’s ability to perform the transactions contemplated hereby; (b) Such Purchaser each of Parent and Merger Subs shall have performed and complied in all material respects with all of its respective covenants and agreements contained herein under this Agreement that are required to be performed or complied with by it at or prior to or at the Closing; (c) from the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to Parent; (d) Parent shall have delivered to Company each of the following: (i) a certificate of Parent executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the preconditions specified in subsections (a) and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (cb) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall hereof have been satisfied.; (dii) With respect to a purchase copy of only the Non-Contingent SharesPaying Agent Agreement duly executed by Parent and the Paying Agent; (iii) certified copies of the resolutions duly adopted by Parent’s and Merger Sub’s Board of Directors and Parent, in its capacity as sole Stockholder of Merger Sub and the sole member of Second Merger Sub authorizing the execution, delivery and performance of this Agreement, the Company shall notify the Escrow Agent Mergers and the respective Purchasers other transactions contemplated hereby; and (iv) (A) a certified copy of the number certificate of Non-Contingent Shares allocated to them incorporation and bylaws of Parent and Merger Subs and (B) a certificate of good standing or equivalent certificate from the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given jurisdictions in which Parent and Merger Subs are incorporated, in each case, dated within five (5) business days Business Days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Closing Date. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. The obligations of Company's obligation to sell and issue the Company Shares to issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are at the Closing is subject to the fulfillment to the Company's reasonable satisfaction by such Purchaser, on or before such prior to the Closing Date, Date of the following conditions, any of which may be waived in whole or in part by the Company: (a) The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date; (b) All covenants, agreements and conditions contained in Section 2.3 this Agreement to be performed by the Purchaser on or prior to the Closing Date shall be truehave been performed or complied with in all material respects; (c) The Purchaser shall have delivered to the Company a certificate executed on the Purchaser's behalf by an executive officer of the Purchaser, complete and correct on and dated as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except certifying to the extent such representations fulfillment of the conditions specified in paragraphs (a) and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied of this Section 5.2 in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC form attached hereto as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied.Exhibit H; (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise The Purchaser shall have been satisfied. This notice shall be given within five (5) business days of entered into the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) Commercial Agreement in substantially the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010.form attached hereto as Exhibit A; (e) The Company Designation shall not have been notified filed with the Delaware Secretary of State; (f) All material matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been approved by the FDIC that counsel to the Company is subject which approval will not be unreasonably withheld or delayed; and (g) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, promulgated or issued or deemed applicable to the FDIC Policy Statement with respect to the Acquisition proposed transactions by any legislature, administrative agency, court or other governmental authority which would make consummation of the Target Institution and that, as proposed transactions pursuant to this Agreement illegal or render the Company or the Purchaser unable to consummate the proposed transactions nor shall there have been filed any proceeding in a result, any Purchaser hereunder will become subject court of competent jurisdiction seeking to enjoin or restrain the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantstransactions contemplated by this Agreement.

Conditions to Company’s Obligations. The obligations obligation of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are Closing shall be subject to the satisfaction or waiver by such Purchaser, on or before such Closing Date, the Company of each of the following conditions, in each case, on the Closing Date: (a) The Investor shall have executed and delivered to the Company the Registration Rights Agreement. (b) The Investor shall have delivered the Purchase Price. (c) The Stockholder Approval shall have been obtained. (d) There shall have been no law, rule, regulation, order, judgment or decree enacted, entered or promulgated by any Governmental Entity or NASDAQ which would have the effect of prohibiting the transactions contemplated by this Agreement. (e) All representations and warranties of the Investor contained in Section 2.3 this Agreement shall be true, complete true and correct on and in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been if made on and as of such date, except to the extent such for representations and warranties expressly that relate to any earlier a specific date or time (in which case such representations need only be true and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied correct in all material respects as of such date or time). (f) The Investor shall not have breached or failed, in any material respect, to perform or to comply with all agreements contained herein required any agreement or covenant to be performed or complied with by it prior to under this Agreement or at the Closing Dateany such breach or failure shall have been cured, and an authorized officer there shall not be in effect any legal requirement or injunction that prohibits the consummation of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchasertransactions contemplated under this Agreement. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (eg) The Company shall not have been notified by obtained all governmental, regulatory, NASDAQ or third-party consents and approvals, if any (including any consent required under the FDIC that HSR Act), necessary for the Company is subject to the FDIC Policy Statement with respect to the Acquisition issuance and sale of the Target Institution Securities, and that, as a result, the Investor shall have obtained any Purchaser hereunder will become subject to consent required under the FDIC Policy Statement solely as a result of the HSR Act necessary for its purchase of the shares Securities. (h) The Investor shall have delivered to the Company an officer’s certificate dated as of Convertible Preferred Stock hereunderthe Closing Date attaching copies of resolutions duly adopted by the board of directors or equivalent body of the Investor, assuming authorizing and approving the accuracy execution and delivery of each Purchaser’s representation, warranties this Agreement and covenantsthe Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell cause the Registrable Securities owned by the Holders to be registered under the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser Act are subject to the satisfaction by such Purchaser, on or before such Closing Date, each of the following conditionslimitations, conditions and qualifications: (a) The representations and warranties contained in Section 2.3 Company shall not be truerequired to fulfill any registration obligations under this Agreement, complete and correct on and as of the Closing Date including any obligation with the same effect as though such representations and warranties had been made on and as of such date, except respect to the extent Stockholders’ Piggyback Registration Rights or the Demand Registration Rights, until one hundred eighty (180) days after such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and time as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaserthere has been a Listing. (b) Such Purchaser The Company shall have performed and complied in all material respects with all agreements contained herein be entitled to postpone for a reasonable period of time not to exceed four (4) months the filing of any Registration Statement otherwise required to be performed or complied with prepared and filed by it prior pursuant to Section 4, if, in the good faith opinion of the Company’s Board of Directors, the Company determines that such registration and offering would materially interfere with any proposal or at plan to engage in any financing, acquisition, corporate reorganization or other material transaction involving the Closing DateCompany or any of its subsidiaries, and an authorized officer the Company promptly gives the Holders written notice including a general explanation of such Purchaser determination; provided that the Company shall not delay such action pursuant to this sentence more that once in any 12-month period. If the Company shall so postpone the filing of a Registration Statement, the Selling Holders shall have certified such compliance the right to withdraw the Demand Registration Request by giving written notice to the Company within 30 days after receipt of the notice of postponement (and, in writing on behalf the event of such Purchaserwithdrawal, such Demand Registration Request shall not be counted for purposes of the Demand Registration Requests to which the Holders are entitled pursuant to Section 4.3). (c) With respect The Company shall not be required to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request made less than 90 days after the purchase effective date of the Contingent Shares, the Bank shall have been named any Registration Statement filed by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied(other than a registration filed on Form S-8 or any successor form thereto. (d) With The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 3 or 4, that the Selling Holders execute reasonable and customary indemnification agreements for the benefit of the Underwriters of the registration; provided, however, a Selling Holder shall not be required to indemnify the Underwriters except with respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Selling Holder information. (e) The Company shall not have been notified by be required to fulfill any registration obligations under this Agreement, if the FDIC Company provides the Holders with an opinion of counsel reasonably acceptable to such Holders stating that the Company is subject Holders are free to sell in the FDIC Policy Statement with respect to the Acquisition manner proposed by them all of the Target Institution and that, as a result, any Purchaser hereunder will become subject Registrable Securities that they desired to the FDIC Policy Statement solely as a result register without registering such Registrable Securities or such Registrable Securities can be sold under Rule 144 of the purchase Securities Act, or otherwise without registration in the open market in compliance with the Securities Act. (f) The Company shall not be obligated to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request at any time if the Company would be required to include financial statements audited as of any date other than the shares end of Convertible Preferred Stock hereunderits fiscal year, assuming unless the accuracy Selling Holder(s) agree to pay the cost of each Purchaser’s representation, warranties and covenantsany such additional audit.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell cause the Registrable Securities owned by the Holders to be registered under the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser Act are subject to the satisfaction by such Purchaser, on or before such Closing Date, each of the following conditionslimitations, conditions and qualifications: (a) The representations and warranties contained in Section 2.3 Company shall not be truerequired to fulfill any registration obligations under this Agreement, complete and correct on and as of the Closing Date including any obligation with the same effect as though such representations and warranties had been made on and as of such date, except respect to the extent Stockholders' Piggyback Registration Rights or the Demand Registration Rights, until one hundred eighty (180) days after such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and time as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaserthere has been a Listing. (b) Such Purchaser The Company shall have performed and complied in all material respects with all agreements contained herein be entitled to postpone for a reasonable period of time not to exceed four (4) months the filing of any Registration Statement otherwise required to be performed or complied with prepared and filed by it prior pursuant to Section 4, if, in the good faith opinion of the Company's Board of Directors, the Company determines that such registration and offering would materially interfere with any proposal or at plan to engage in any financing, acquisition, corporate reorganization or other material transaction involving the Closing DateCompany or any of its subsidiaries, and an authorized officer the Company promptly gives the Holders written notice including a general explanation of such Purchaser determination; provided that the Company shall not delay such action pursuant to this sentence more that once in any 12-month period. If the Company shall so postpone the filing of a Registration Statement, the Selling Holders shall have certified such compliance the right to withdraw the Demand Registration Request by giving written notice to the Company within 30 days after receipt of the notice of postponement (and, in writing on behalf the event of such Purchaserwithdrawal, such Demand Registration Request shall not be counted for purposes of the Demand Registration Requests to which the Holders are entitled pursuant to Section 4.3). (c) With respect The Company shall not be required to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request made less than 90 days after the purchase effective date of the Contingent Shares, the Bank shall have been named any Registration Statement filed by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied(other than a registration filed on Form S-8 or any successor form thereto. (d) With The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 3 or 4, that the Selling Holders execute reasonable and customary indemnification agreements for the benefit of the Underwriters of the registration; provided, however, a Selling Holder shall not be required to indemnify the Underwriters except with respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Selling Holder information. (e) The Company shall not have been notified by be required to fulfill any registration obligations under this Agreement, if the FDIC Company provides the Holders with an opinion of counsel reasonably acceptable to such Holders stating that the Company is subject Holders are free to sell in the FDIC Policy Statement with respect to the Acquisition manner proposed by them all of the Target Institution and that, as a result, any Purchaser hereunder will become subject Registrable Securities that they desired to the FDIC Policy Statement solely as a result register without registering such Registrable Securities or such Registrable Securities can be sold under Rule 144 of the purchase Securities Act, or otherwise without registration in the open market in compliance with the Securities Act. (f) The Company shall not be obligated to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request at any time if the Company would be required to include financial statements audited as of any date other than the shares end of Convertible Preferred Stock hereunderits fiscal year, assuming unless the accuracy Selling Holder(s) agree to pay the cost of each Purchaser’s representation, warranties and covenantsany such additional audit.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell deliver the Purchased Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser the Purchasers hereunder are subject to the satisfaction or waiver by such Purchaserthe Company, on at or before such prior to the Closing Date, of the following conditions: (a) The No provision of any applicable law or regulation shall have been enacted, no judgment, injunction, order, decree or arbitration award shall have been issued, and no Suit, of which any party hereto shall have received notice, shall be pending or threatened, in any case which seeks to prohibit, and which could reasonably be expected to result in the enjoinment of, any of the transactions contemplated by this Agreement. (b) Each of the following conditions shall have been satisfied: (i) Each of the Purchasers shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (ii) the representations and warranties contained of the several Purchasers made to the Company in Section 2.3 this Agreement and any other Transaction Document which are qualified as to “materiality,” “Material Adverse Effect” or words of similar meaning shall have been true and correct when made on the date hereof and shall be true, complete true and correct on at and as of the Closing Date with the same effect Date, as though such representations and warranties had been if made on at and as of such date, except to the extent such ; and (iii) all other representations and warranties expressly relate of the several Purchasers made to the Company in this Agreement and any earlier other Transaction Document shall have been true and correct in all material respects when made on the date (in which case such representations hereof and warranties shall be accurate on true and correct in all material respects at and as of the Closing Date, as if made at and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect The Company shall have received from each other party to the purchase Investor Rights Agreement either (i) a counterpart to the Investor Rights Agreement, signed on behalf of such party, or (ii) a facsimile transmission of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions signature pages to the release Investor Rights Agreement, signed on behalf of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedsuch party. (d) With respect to The Company shall have received a purchase of only certificate from the Non-Contingent SharesPurchasers indicating, in reasonable detail, the Company shall notify the Escrow Agent and the respective Purchasers Expense Reimbursement Amount known as of the number of Non-Contingent Shares allocated Closing Date to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5paid in accordance with Section 9.02(b) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010hereof. (e) The issuance and sale of the Purchased Securities and the other transactions contemplated by this Agreement shall have been approved and adopted at the Annual Meeting, at which a quorum is present, by the requisite vote of the stockholders of the Company under applicable law, the rules and proposed rules of Nasdaq, and the Company’s certificate of incorporation and bylaws. (f) No proceeding with respect to the Proxy Statement shall have been initiated or threatened in writing by the Commission. (g) The Company shall have received the Gross Purchase Price for the Purchased Securities from the Purchasers, as provided in Section 2.02 hereof. (h) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement received notice from Nasdaq with respect to any material issues relating to the Acquisition Notification Form for Listing of Additional Shares filed pursuant to Section 5.04(f) hereof that remain unresolved. (i) The holders of the Target Institution Series A Preferred Stock shall have duly authorized and thatapproved the adoption and filing with the Secretary of State of the State of Delaware on the Closing Date of the Certificate of Amendment of Certificate of Designation of Series A Convertible Preferred Stock, as a resultattached hereto as Exhibit G, any Purchaser hereunder will become subject to in accordance with the FDIC Policy Statement solely Series A Certificate of Designation then in effect, the Company’s certificate of incorporation and bylaws then in effect, and the Delaware Law, and such authorization and approval shall be in full force and effect on the Closing Date. (j) The Company shall have received from each Investor an executed Consent and Waiver, as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.attached hereto as Exhibit H.

Conditions to Company’s Obligations. The obligations Company’s obligation to issue the Notes to be delivered to any of the Company to issue and sell Purchasers at the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are Closing is subject to the satisfaction by such Purchaserfulfillment to the Company’s satisfaction, on prior to or before such Closing Dateat the Closing, of the following conditions: (a) Each Purchaser shall have delivered, or caused to be delivered, to the Company or its order, immediately available funds in the amount specified opposite such Purchaser’s name in Schedule A. (b) The representations and warranties contained of all of the Purchasers in Section 2.3 this Agreement shall be true, complete true and correct on in all material respects (without regard to qualifications or exceptions contained therein as to materiality) when made and as at the time of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such PurchaserClosing. (bc) Such Purchaser All of the Purchasers shall have performed and complied in all material respects with all agreements and conditions contained herein in this Agreement required to be performed or complied with by it them prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedClosing. (d) With respect to a purchase of only The Voting and Standstill Agreement, in the Non-Contingent Shares, form attached hereto as Exhibit 3 (the Company shall notify the Escrow Agent “Voting and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise Standstill Agreement”) shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualificationduly authorized, (ii) receipt of a Notice of Higher Bid, (iii) executed and delivered to the Company or by all parties thereto (other than the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Company). (e) The Purchasers shall have executed and delivered to the Company the Registration Rights Agreement. (f) No Governmental Authority having jurisdiction over any party hereto shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no law or regulation shall have been adopted that makes consummation of the transaction contemplated by this Agreement illegal or otherwise prohibited. (g) The Company shall not have been notified by the FDIC that the Company is subject received from counsel to the FDIC Policy Statement with respect to Apollo Settlement Parties an opinion substantially in the Acquisition of form attached hereto as Exhibit 5. (h) The Apollo Settlement Parties have not, in any material respect, violated or breached any terms, agreements or conditions contained in the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantsSettlement Agreement.

Conditions to Company’s Obligations. The obligations of the Company to issue proceed with the Merger and sell the Securities to each individual Purchaser and to perform its obligations under Closing of the transactions contemplated by this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, the Effective Time of all the following conditions, any one or more of which may be waived, in whole or in part, by Company in its sole discretion: (a) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as All of the Closing Date material covenants and agreements in this Agreement to be complied with and performed by Caneum on or before the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser Effective Time shall have certified such compliance to the Company in writing on behalf of such Purchaser.been duly complied with and performed; and (b) Such Purchaser Each of the representations and warranties of Caneum in Section 3 above shall have performed and complied in all material respects with all agreements contained herein required continue to be performed accurate as of the date of this Agreement, except for such inaccuracies that individually or complied with by it prior in the aggregate do not and cannot reasonably be expected to have a material adverse effect on Caneum's operations, revenues, assets or at the Closing Datebusiness, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser.taken as a whole (a "Caneum Material Adverse Effect"); (c) With respect to the purchase of the Contingent Shares, the Bank Caneum shall have been named by executed and delivered the FDIC as the winning bidder for the Stock Acquisition of the Target Institution, Agreement and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied.License Agreement; (d) With respect to a purchase No action, suit or proceeding instituted by any Governmental Authority shall be pending, and no statute, rule, order, decree or regulation, and no injunction, order, decree or judgment of only any court or Governmental Authority of competent jurisdiction, may be in effect, in each case which would prohibit, restrain, enjoin or restrict the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers consummation of the number Merger, provided that Company must have used all reasonable best efforts to prevent the entry of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement such injunction or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010.other order; (e) The Company Caneum's shares shall be traded publicly through the Over-the-Counter Electronic Bulletin Board; (f) Xxxxxxx Xxxxxxxx'x Employment Agreement with Caneum, a copy of which is attached to this Agreement as Exhibit D, will not have been notified terminated under Section 6(d) thereof or materially breached by the FDIC that the Company Caneum; and (g) Xxxx Xxxxx'x Employment Agreement with Caneum, a copy of which is subject attached to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and thatthis Agreement as Exhibit E, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.not have been terminated under Section 6(d) thereof or materially breached by Caneum;

Conditions to Company’s Obligations. The obligations of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, waiver of the following conditionsconditions as of the Closing Date: (a) The each of the representations and warranties of Parent contained in Section 2.3 Article 4 that is (i) qualified as, to, or by Material Adverse Effect shall be true, complete true and correct on and in all respects as of the Closing Date with the same effect as though such representations and warranties had been if made on and anew as of such date, date (except to the extent any such representations representation and warranties warranty expressly relate relates to any an earlier date (in which case such representations and warranties shall be accurate on and as of such earlier date), ) and an authorized officer (ii) not qualified as to or by Material Adverse Effect shall be true and correct as of the Closing Date as if made anew as of such Purchaser shall have certified such compliance date (except to the Company extent any such representation and warranty expressly relates to an earlier date (in writing on behalf which case as of such Purchaser.earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a Material Adverse Effect on Parent’s or Merger Sub’s ability to perform the transactions contemplated hereby; (b) Such Purchaser each of Parent and Merger Sub shall have performed and complied in all material respects with all of its respective covenants and agreements contained herein under this Agreement that are required to be performed or complied with by it at or prior to or at the Closing; (c) from the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to Parent; (d) Parent shall have delivered to Company each of the following: (i) a certificate of Parent executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the preconditions specified in subsections (a) and an authorized officer of such Purchaser shall (b) hereof have certified such compliance to the Company in writing on behalf of such Purchaser.been satisfied; (cii) With respect to the purchase a copy of the Contingent SharesEscrow Agreement, duly executed by Parent and the Escrow Agent; (iii) a copy of the Paying Agent Agreement duly executed by Parent and the Paying Agent; (iv) certified copies of the resolutions duly adopted by Parent’s Board of Directors and Merger Sub’s sole Stockholder and Board of Directors authorizing the execution, delivery and performance of this Agreement, the Bank shall have been named by Merger and the FDIC as the winning bidder for the Acquisition of the Target Institutionother agreements contemplated hereby, and the conditions to the release consummation of all transactions contemplated hereby and thereby; and (v) (A) a certified copy of the aggregate Purchase Price to certificate of incorporation and bylaws of Merger Sub and (B) a certificate of good standing or equivalent certificate from the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Sharesjurisdictions in which Parent and Merger Sub are incorporated, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given in each case, dated within five (5) business days Business Days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Closing Date. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. at the Initial Closing. The ----------------------------------------------------------------- Company's obligations of to effect the Initial Closing with each Investor are conditioned upon the fulfillment (or waiver by the Company to issue in its sole and sell the Securities to absolute discretion) of each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditionsevents as of the Initial Closing Date: (a) The 5.2.1 the representations and warranties contained of such Investor set forth in Section 2.3 this Agreement and in the other Initial Transaction Documents shall be true, complete true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and in all material respects as of such date, date as if made on such date (except that to the extent that any such representations and warranties expressly relate representation or warranty relates to any earlier date (a particular date, in which case such representations and warranties representation or warranty shall be accurate on true and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied correct in all material respects as of that particular date); 5.2.2 such Investor shall have complied with or performed all agreements contained herein of the agreements, obligations and conditions set forth in this Agreement and in the other Initial Transaction Documents that are required to be performed or complied with or performed by it prior to such Investor on or at before the Initial Closing Date; 5.2.3 there shall be no injunction, and an authorized officer restraining order or decree of any nature of any court or Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby or by the other Initial Transaction Documents; 5.2.4 such Purchaser Investor shall have certified executed each Initial Transaction Document to which it is a party and shall have delivered the same to the Company; and 5.2.5 such compliance Investor shall have tendered to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Initial Preferred Shares from Escrow pursuant to and Initial Warrants being purchased by it at the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Initial Closing. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell cause the Registrable Securities owned by the Holders to each individual Purchaser and to perform its obligations be registered under this Agreement with respect to such Purchaser the Act are subject to the satisfaction by such Purchaser, on or before such Closing Date, each of the following conditionslimitations, conditions and qualifications: (a) The representations and warranties contained in Section 2.3 Company shall be trueentitled to postpone for a reasonable period of time up to three (3) months the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 4 hereof, complete if the Company determines, in its reasonable judgment, that such registration and correct on offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company, and as of the Closing Date with Company promptly gives the same effect as though such representations and warranties had been made on and as Holders written notice including an explanation of such datedetermination. If the Company shall so postpone the filing of a Registration Statement, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser Selling Holders shall have certified such compliance the right to withdraw the Demand Registration Request by giving written notice to the Company within 30 days after receipt of the notice of postponement (and, in writing on behalf the event of such Purchaserwithdrawal, such Demand Registration Request shall not be counted for purposes of the Demand Registration Requests to which the Holders are entitled pursuant to Section 4 hereof). (b) Such Purchaser The Company shall have performed and complied in all material respects with all agreements contained herein not be required to be performed or complied file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request made less than 90 days after the effective date of any Registration Statement filed by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company (other than registrations statements filed on Form S-4, Xxxx X-0, xx any successor forms thereto) if (i) the Managing Underwriter(s) associated with such prior Registration Statement reasonably objects to such Demand Registration Request or has otherwise precluded the Company from filing a registration statement within such 90-day period and (ii) the Selling Holders filing such Demand Registration Request were able to include in writing on behalf such prior Registration Statement pursuant to their Piggyback Registration Rights at least one-third of the amount of the Registrable Securities that they had notified the Company they desired to have been included in such Purchaserprior Registration Statement. (c) With The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 3 or 4 hereof, that the Selling Holders execute reasonable and customary indemnification agreements for the benefit of the Underwriters of the registration; provided, however, a Selling Holder shall not be required to indemnify the Underwriters except with respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedSelling Holder information. (d) With respect The Company shall not be required to a purchase of only the Non-Contingent Sharesfulfill any registration obligations under this Agreement, if the Company shall notify provides the Escrow Agent and Holders with an opinion of counsel reasonably acceptable to such Holders stating that the respective Purchasers Holders are free to sell in the manner proposed by them the Registrable Securities that they desired to register without registering such Registrable Securities or such Registrable Securities can be sold under Rule 144 of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement Securities Act, or otherwise shall have been satisfied. This notice shall be given within five (5) business days of without registration in the occurrence of the: (i) receipt of a Notice of Non-Qualificationopen market in compliance with the Securities Act, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not without regard to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010volume restrictions. (e) The Company shall not have been notified by the FDIC that be obligated to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request at any time if the Company is subject would be required to include financial statements audited as of any date other than the FDIC Policy Statement with respect end of its fiscal year, unless the Selling Holder(s) agree to pay the Acquisition cost of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantssuch additional audit.

Conditions to Company’s Obligations. The obligations obligation of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are is subject to the satisfaction (or, if permitted by such Purchaserapplicable Law, on or before such Closing Date, waiver by Company in writing) of the following conditionsconditions as of the Closing Date: (a) The All representations and warranties contained in Section 2.3 Article IV of this Agreement shall be true, complete true and correct on as of the Closing Date as though made at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (except to the extent such representations and warranties expressly relate to any made as of an earlier date (date, in which case such representations and warranties shall be accurate on and only as of such date), except where the failure of such representations and warranties to be so true and correct would not have a Parent Material Adverse Effect (b) Parent and the Merger Sub shall have performed and complied, in all material respects, with all the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) To the extent that any filing under the HSR Act is required, the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) The Transaction Approvals shall have been obtained, and the waiting periods applicable thereto shall have terminated or expired, and no such Transaction Approval shall include conditions that are materially adverse to any Group Insurance Company; (e) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement, declare unlawful the transactions contemplated by this Agreement or cause this Agreement to be rescinded; (f) Parent shall have delivered to Company each of the following: (i) a certificate of an authorized officer of such Purchaser shall have certified such compliance to Parent and the Company Merger Sub in writing on behalf his or her capacity as such, dated as of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and stating that the conditions specified in Subsections 7.02(a) and 7.02(b), as they relate to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall such entity, have been satisfied.; (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt certified copies of a Notice resolutions of Higher Bid, the requisite holders of the voting shares of the Merger Sub approving the consummation of the transactions contemplated by this Agreement; and (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure certified copies of the Acquisition to close resolutions duly adopted by April 30Xxxxxx’s board of directors (or its equivalent governing body) and the Merger Sub’s board of directors authorizing the execution, 2010.delivery and performance of this Agreement; and (eg) The Company Parent shall have delivered all cash deposits and made all payments pursuant to Section 2.04. If the Closing occurs, all closing conditions set forth in this Section 7.02 which have not been fully satisfied as of the Closing shall be deemed to have been notified waived by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantsCompany.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell cause the Registrable Securities owned by the Holders to each individual Purchaser and to perform its obligations be registered under this Agreement with respect to such Purchaser the Act are subject to the satisfaction by such Purchaser, on or before such Closing Date, each of the following conditionslimitations, conditions and qualifications: (a) The representations and warranties contained in Section 2.3 Company shall be trueentitled to postpone for a reasonable period of time not to exceed four (4) months the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 4 hereof, complete and correct on and as if, in the good faith opinion of the Closing Date Company’s Board of Directors, the Company determines that such registration and offering would materially interfere with any proposal or plan to engage in any financing, acquisition, corporate reorganization or other material transaction involving the same effect as though such representations Company or any of its subsidiaries, and warranties had been made on and as the Company promptly gives the Holders written notice including a general explanation of such datedetermination; provided that the Company shall not delay such action pursuant to this sentence more that once in any 12-month period. If the Company shall so postpone the filing of a Registration Statement, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser Selling Holders shall have certified such compliance the right to withdraw the Demand Registration Request by giving written notice to the Company within 30 days after receipt of the notice of postponement (and, in writing on behalf the event of such Purchaserwithdrawal, such Demand Registration Request shall not be counted for purposes of the Demand Registration Requests to which the Holders are entitled pursuant to Section 4.3 hereof). (b) Such Purchaser The Company shall have performed and complied in all material respects with all agreements contained herein not be required to be performed or complied file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request made less than 90 days after the effective date of any Registration Statement filed by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing (other than a registration filed on behalf of such PurchaserForm S-8 or any successor form thereto. (c) With The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 3 or 4 hereof, that the Selling Holders execute reasonable and customary indemnification agreements for the benefit of the Underwriters of the registration; provided, however, a Selling Holder shall not be required to indemnify the Underwriters except with respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedSelling Holder information. (d) With respect The Company shall not be required to a purchase of only the Non-Contingent Sharesfulfill any registration obligations under this Agreement, if the Company shall notify provides the Escrow Agent and Holders with an opinion of counsel reasonably acceptable to such Holders stating that the respective Purchasers Holders are free to sell in the manner proposed by them all of the number of Non-Contingent Shares allocated Registrable Securities that they desired to them and the conditions to the release register without registering such Registrable Securities or such Registrable Securities can be sold under Rule 144 of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement Securities Act, or otherwise shall have been satisfied. This notice shall be given within five (5) business days of without registration in the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) open market in compliance with the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Securities Act. (e) The Company shall not have been notified by the FDIC that be obligated to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request at any time if the Company is subject would be required to include financial statements audited as of any date other than the FDIC Policy Statement with respect end of its fiscal year, unless the Selling Holder(s) agree to pay the Acquisition cost of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantssuch additional audit.

Conditions to Company’s Obligations. The obligations obligation of the Company to issue and sell the Securities Shares pursuant to each individual Purchaser and to perform its obligations under Section 1 of this Agreement with respect to such Purchaser are shall, in its sole discretion, be subject to the satisfaction by such Purchaser, on or before such Closing Date, waiver of the following conditionsconditions at or prior to the Closing Date: (a) The Each of the representations and warranties contained of the Purchaser set forth in Section 2.3 4 hereof shall be true, complete true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been if made on and as of such datethe Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date; the statements of the Purchaser's officers made pursuant to any earlier date (certificate delivered in which case such representations and warranties accordance with the provisions hereof shall be accurate true and correct on and as of such date), the date made and an authorized officer on and as of such the Closing Date; the Purchaser shall have certified such compliance performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Company in writing on behalf of such PurchaserClosing Date. (b) Such Purchaser The Company shall have received a certificate of the Purchaser, dated the Closing Date, signed on behalf of the Purchaser by its President and Chief Financial Officer, to the effect that the representations and warranties of the Purchaser contained in this Agreement are true and correct on and as of the date hereof and on and as of the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier time, and the Purchaser has performed all covenants and complied in agreements and satisfied all material respects with all agreements contained herein required conditions on its part to be performed or complied with by it satisfied hereunder at or prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank The Purchaser shall have been named by delivered the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price in accordance with Section 2(b) hereof. All such documents, certificates, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price counsel for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Company. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. The obligations obligation of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are is subject to the satisfaction by such Purchaser, on or before such Closing Date, fulfillment of the following conditions: conditions as of the Closing: (a) The a)The representations and warranties contained set forth in Section 2.3 ARTICLE VI hereof which are not qualified as to materiality shall be true, complete true and correct on in all material respects and the representations and warranties which are qualified as to materiality shall be true and correct in all respects, in each case as of the date hereof and at and as of the Closing Date with the same effect as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date warranties; (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser b)Buyer shall have performed and complied in all material respects with all of the covenants and agreements contained herein required to be performed or complied with by it under this Agreement on or prior to the Closing; (c)All Governmental Approvals shall have been duly made and obtained, and all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or at been terminated; (d)Buyer shall have delivered the payments required by Section 2.13(b)(ii); (e)On or prior to the Closing Date, and an Buyer shall have delivered to the Company all of the following: (i)a certificate from a duly authorized officer of such Purchaser Buyer, in form and substance reasonably satisfactory to the Company, dated the Closing Date, stating that the preconditions specified in Sections 3.2(a) and 3.2(b) have been satisfied (the “Buyer Closing Certificate”); (ii)certified copies of (A) the certificate of incorporation and by-laws of Buyer and Merger Sub and (B) the resolutions of the respective boards of directors of Buyer and Merger Sub authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; 22 (iii)certificates of good standing from the Secretary of State of the State of Delaware with respect to Merger Sub, and from the Secretary of State of the State of Arizona with respect to Buyer, each dated not more than ten days prior to Closing; and (iv)such other documents or instruments as the Company may reasonably request to effect the transactions contemplated hereby; (f)Buyer and the Escrow Agent shall have certified such compliance executed and delivered to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase a counterpart of the Contingent SharesEscrow Agreement; and (g)No suit, action or other proceeding, or injunction or final judgment, order or decree relating thereto, shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the Bank transactions contemplated hereby, or that has had, or would reasonably be expected to have, a Material Adverse Effect, or that would adversely affect the right of Buyer to own, operate or control the Company; no investigation that would result in any such suit, action or proceeding shall have be pending nor threatened and no such judgment, order or decree has been named entered and not subsequently dismissed with prejudice. Any condition specified in this Section 3.2 may be waived by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to Company; provided that no such waiver shall be effective against the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to unless it is set forth in a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified writing executed by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantsCompany.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser transactions contemplated hereunder are subject to the satisfaction by such Purchaserfulfillment, prior to or on or before such the Closing Date, of the following conditionsconditions unless such fulfillment has been waived in writing by the Company: (ai) The representations and warranties contained of the Standby Purchaser in Section 2.3 3 hereof shall be true, complete true and correct on in all material respects as of the date hereof and at and as of the Closing Date with the same effect as though if made on such date (except for representations and warranties had been made on as of a specified date, which shall be true and correct in all material respects as of such specified date, except to ) and the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Standby Purchaser shall have performed all of its obligations hereunder; (ii) The Rights Offering shall have been consummated; (iii) The Company shall have received all Consents, on conditions reasonably satisfactory to the Company, for the Rights Offering and complied in all material respects with all agreements contained herein required to be performed or complied with the other transactions contemplated by it prior to or at the Closing Date, and an authorized officer of such this Agreement; (iv) The Standby Purchaser shall have certified such compliance received all Consents, on conditions reasonably satisfactory to the Company in writing on behalf of such Standby Purchaser. (c) With respect to , for the Standby Purchaser’s purchase of the Contingent SharesAllocated Shares pursuant to this Agreement; (v) No judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the Bank consummation of the Rights Offering or the material transactions contemplated by this Agreement; and (vi) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been named by the FDIC as the winning bidder issued and no proceeding for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement that purpose shall have been satisfied. (d) With respect to a purchase of only initiated or threatened by the Non-Contingent Shares, the Company shall notify the Escrow Agent SEC; and the respective Purchasers any request of the number SEC for inclusion of Non-Contingent Shares allocated to them and additional information in the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement Registration Statement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010.complied with; (evii) The Company New Shares shall not have been notified by authorized for listing on the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, NASDAQ Global Select Market (or any such other exchange or market as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Common Stock hereunderare then listed); and (viii) At or prior to the Closing, assuming the accuracy of each Purchaser’s representation, warranties and covenantsCompany shall have received the DTA Letter.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell deliver the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser the Purchasers hereunder are subject to the satisfaction or waiver by such Purchaserthe Company, on at or before such prior to the Closing Date, of the following conditions: (a) The No provision of any applicable law or regulation shall have been enacted, no judgment, injunction, order, decree or arbitration award shall have been issued, and no Suit, of which any party hereto shall have received notice, shall be pending or threatened, in any case which seeks to prohibit, and which would reasonably be expected to result in the enjoinment of, any of the transactions contemplated by this Agreement. (b) (i) Each of the Purchasers shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties contained of the several Purchasers made to the Company in Section 2.3 this Agreement and any other Transaction Document which are qualified as to "materiality," "Material Adverse Effect" or words of similar meaning shall have been true and correct when made on the date hereof and shall be true, complete true and correct on at and as of the Closing Date with the same effect Date, as though if made at and as of such date and (iii) all other representations and warranties had of the several Purchasers made to the Company in this Agreement and any other Transaction Document shall have been true and correct in all material respects when made on the date hereof and shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to The Company and the purchase Subsidiaries shall have received or obtained all governmental and regulatory (non-customer) consents, and all material third-party consents, authorizations or approvals (domestic and foreign) necessary for the consummation of the Contingent Sharestransactions contemplated hereby, in each case in form and substance reasonably satisfactory to such the Bank Company, and no such consent, authorization or approval shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedrevoked. (d) With respect The waiting period applicable to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers consummation of the number of Non-Contingent Shares allocated to them and transactions contemplated by this Agreement under the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise HSR Act shall have expired or been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010terminated. (e) The Company issuance and sale of the Securities shall not have been notified approved and adopted at the Special Meeting, at which a quorum is present, by the FDIC that requisite vote of the stockholders of the Company is subject to under applicable law, the FDIC Policy Statement rules of Nasdaq, and the Company's certificate of incorporation and bylaws. (f) No proceeding with respect to the Acquisition Proxy Statement shall have been initiated or threatened in writing by the Commission. (g) The transactions contemplated by the Series B Agreement shall have been completed on or prior to the Closing Date by the Series D-2 Purchasers in a manner reasonably acceptable to the Company. (h) The Company shall have received from each other party thereto either (i) a counterpart of the Target Institution and thatTransaction Documents, as signed on behalf of such party, or (ii) a result, any Purchaser hereunder will become subject facsimile transmission of signature pages to the FDIC Policy Statement solely Transaction Documents, signed on behalf of such party. (i) The Company shall have received the aggregate Purchase Price for the Series D-1 Purchase Shares and Warrants from the Series D-1 Purchasers and the Series B Shares to be surrendered by the Series D-2 Purchasers in exchange for Series D-2 Shares and Warrants, all as a result provided in SECTION 2.02(b). (j) No issues shall have been raised by Nasdaq with respect to the Notification Form for Listing of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantsAdditional Shares filed pursuant to SECTION 5.03(d) which remain unresolved.

Conditions to Company’s Obligations. The obligations obligation of the Company to sell and issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are Shares at the Closing is subject to the fulfillment to the satisfaction by such Purchaserof the Company, on at or before such prior to the Closing Date, of the following conditions, any of which may be waived by the Company: (ai) The At the Closing, each of the Purchasers shall deliver or cause to be delivered to the Company the following: (1) this Agreement (including all information to be provided by the Purchaser on the signature page hereto) duly executed by such Purchaser; (2) such Purchaser’s Actual Subscription Amount as to such Closing by wire transfer to the account of the Company; (3) the Registration Rights Agreement duly executed by such Purchaser; and (4) a duly completed and executed Stock Certificate Questionnaire in the form of Exhibit E hereto. (ii) All representations and warranties of the Purchaser contained in Section 2.3 herein shall be true, complete remain true and correct on and in all material respects as of the such Closing Date with the same effect as though such (other than representations and warranties had been made on and as of such a specified date, except to the extent such representations which shall remain true and warranties expressly relate to any earlier date (correct in which case such representations and warranties shall be accurate on and all material respects as of such date), and an authorized officer . (iii) As of such Purchaser Closing Date, there shall have certified such compliance been no Material Adverse Effect with respect to the Company in writing on behalf of such Purchasersince the date hereof. (biv) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at As of the Closing Date, the Company shall have fulfilled all of its obligations under Section 4.4 of the August 2003 Purchase Agreements, including, without limitation, its notice obligations under that section, and an authorized officer not less than 5 Trading Days shall have elapsed since the date of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchasernotice. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been issued a press release, filed a current Report on Form 8-K or otherwise notified by the FDIC that the Company is subject public of terms of this private placement to the FDIC Policy Statement extent deemed by it necessary to comply with respect to the Acquisition applicable law. (vi) The sale and issuance of the Target Institution Securities shall be exempt from the registration and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result qualification requirements of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties Securities Act and covenantsapplicable state and international securities laws.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell consummate the Securities to each individual Purchaser and to perform its obligations under transactions contemplated by this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditionsconditions as of the Closing Date: (a) The each of the representations and warranties of Parent contained in Section 2.3 Article 4 that is (i) qualified as, to, or by material adverse effect shall be true, complete true and correct on and in all respects as of the Closing Date with the same effect as though such representations and warranties had been if made on and anew as of such date, date (except to the extent any such representations representation and warranties warranty expressly relate relates to any an earlier date (in which case such representations and warranties shall be accurate on and as of such earlier date), ) and an authorized officer (ii) not qualified as to or by material adverse effect shall be true and correct as of the Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as if made anew as of such Purchaser shall have certified such compliance date (except to the Company extent any such representation and warranty expressly relates to an earlier date (in writing on behalf which case as of such Purchaser.earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a material adverse effect on Parent’s or Merger Sub’s ability to perform the transactions contemplated hereby; (b) Such Purchaser each of Parent and Merger Sub shall have performed and complied in all material respects with all of its respective covenants and agreements contained herein under this Agreement that are required to be performed or complied with by it at or prior to or at the Closing; (c) Parent shall have delivered to Company each of the following: (i) a certificate of Parent executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the preconditions specified in subsections (a) and an authorized officer of such Purchaser shall (b) hereof have certified such compliance to the Company in writing on behalf of such Purchaser.been satisfied; (cii) With respect to the purchase a copy of the Contingent SharesEscrow Agreement, duly executed by Parent and the Escrow Agent; (iii) a copy of the Paying Agent Agreement duly executed by Parent and the Paying Agent; (iv) certified copies of the resolutions duly adopted by Parent’s board of directors and Merger Sub’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement, the Bank shall have been named by Merger and the FDIC as the winning bidder for the Acquisition of the Target Institutionother agreements contemplated hereby, and the conditions to the release consummation of all transactions contemplated hereby and thereby; and (v) (A) a certified copy of the aggregate Purchase Price to certificate of formation and limited liability company agreement of Merger Sub and (B) a certificate of good standing or equivalent certificate from the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Sharesjurisdictions in which Parent and Merger Sub are incorporated or formed, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given in each case, dated within five (5) business days Business Days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010Closing Date. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

Conditions to Company’s Obligations. The obligations of the Company to issue and sell cause the Registrable Securities owned by the Holders to each individual Purchaser and to perform its obligations be registered under this Agreement with respect to such Purchaser the Act are subject to the satisfaction by such Purchaser, on or before such Closing Date, each of the following conditionslimitations, conditions and qualifications: (a) The representations and warranties contained in Section 2.3 Company shall be trueentitled to postpone for a reasonable period of time up to three (3) months the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 3 hereof, complete if the Company determines, in its reasonable judgment, that such registration and correct offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company, and the Company promptly gives the Holders written notice including an explanation of such determination. The Company shall not exercise its rights to defer the filing of any specific Registration Statement pursuant to the terms of this paragraph more than once or in any event if the result thereof is to permit a registration of shares of Common Stock (other than a registration on and as Form X-0, Xxxx X-0 or any subsequent similar form) to the exclusion of the Closing Date with Holders. If the same effect as though such representations and warranties had been made on and as Company shall so postpone the filing of such datea Registration Statement, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser Selling Holders shall have certified such compliance the right to withdraw the Demand Registration Request by giving written notice to the Company within 30 days after receipt of the notice of postponement (and, in writing on behalf the event of such Purchaserwithdrawal, such Demand Registration Request shall not be counted for purposes of the Demand Registration Request to which the Holders are entitled pursuant to Section 3 hereof). The exercise by the Company of its rights under this paragraph shall not affect the timeliness of a Demand Registration Request made prior to such exercise that is not so withdrawn. (b) Such Purchaser The Company shall have performed and complied in all material respects with all agreements contained herein not be required to be performed or complied file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request made less than 90 days after the effective date of any registration statement filed by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing (other than registrations statements filed on behalf of Form X-0, Xxxx X-0, or any successor forms thereto), if the Managing Underwriter(s) associated with such Purchaserprior registration statement reasonably objects to such Demand Registration Request or has otherwise precluded the Company from filing a registration statement within such 90 day period. (c) With The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 3 hereof, that the Selling Holders execute reasonable and customary indemnification agreements for the benefit of the Underwriters of the registration; provided, however, a Selling Holder shall not be required to indemnify the Underwriters except with respect to Selling Holder Information and that the purchase maximum liability 9 of any Selling Holder under any such indemnification agreement shall not exceed the Contingent Shares, net proceeds received by such Selling Holder from the Bank shall have been named by the FDIC as the winning bidder for the Acquisition sale of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfiedsuch Registrable Securities. (d) With respect The Company shall not be required to a purchase of only the Non-Contingent Sharesfulfill any registration obligations under this Agreement, if the Company shall notify provides the Escrow Agent and Holders with an opinion of counsel reasonably acceptable to such Holders stating that the respective Purchasers Holders are free to sell in the manner proposed by them the Registrable Securities that they desired to register without registering such Registrable Securities or such Registrable Securities can be sold under Rule 144 of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement Securities Act, or otherwise shall have been satisfied. This notice shall be given within five (5) business days of without registration in the occurrence of the: (i) receipt of a Notice of Non-Qualificationopen market in compliance with the Securities Act, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not without regard to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010volume restrictions. (e) The Company shall not have been notified by the FDIC that be obligated to file any Registration Statement pursuant to this Agreement in connection with a Demand Registration Request at any time if the Company is subject would be required to include financial statements audited as of any date other than the FDIC Policy Statement with respect end of its fiscal year, unless the Selling Holder(s) agree to pay the Acquisition cost of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenantssuch additional audit.