Common use of Conditions to Obligations of Subscriber Clause in Contracts

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Of- fering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing a certificate of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date of the Closing to such effect. (b) The representations and warranties of the Com- pany contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect by materiality or as to Material Adverse Effect for pur- poses of this Section 4.1(b) such materiality or Material Ad- verse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected to, alone or in conjunction with any other factors, re- xxxx in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations obligation of Subscriber hereunder to purchase and pay for the Concurrent Preferred Shares at the Closing are is subject to satisfac- tion the satisfaction, at or waiver before the Closing Date, of each of the following conditions, provided that these conditions precedent: (a) All conditions to are for Subscriber’s sole benefit and may be waived by Subscriber at any time in its sole discretion by providing the closing of Holding Company with prior written notice thereof, provided further that Subscriber agrees that the Public Of- fering as condition set forth in clause (iv) below may be waived by the underwriting agreement between Majority of Holders in their discretion on behalf of all Buyers at any time by providing the Holding Company with prior written notice thereof: i) All material governmental consents, orders and the underwriters approvals legally required for the Public Offering, other than conditions relating to consummation of the transactions contemplated by this Agreement (if any), hereby shall have been satisfied or waivedobtained and be in full force and effect, and including each of the Bank Regulatory Approvals. ii) The Preemptive Rights Period shall have expired. iii) The Holding Company shall have duly executed and delivered one or more stock certificates representing the number of Preferred Shares subscribed for hereunder (subject to Subscriber at any reduction pursuant to the Clos- ing a certificate third sentence of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date Section 1(a)). iv) Each of the Closing to such effect. (b) The representations and warranties of the Com- pany Holding Company contained herein shall have been true and correct in all respects on and as of the date hereof, and this Subscription Agreement shall be true and correct in all material respects (except that each of such representations and warranties that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Closing with the same effect Date as though such representations and warranties had been if made on and as of the date of the Closing (except for represen- tations such date, other than representations and warranties that speak which address matters only as of a specific date or time other than the date of the Closing (certain date, which need only shall be true and correct in all respects as of such date certain date. v) No court or time)), other than, in all such cases, such failures to be true and/or correct as would not in Governmental Authority having jurisdiction over the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if Holding Company or the Bank or any of the representations and warranties is already qualified in any re- spect by materiality or as to Material Adverse Effect for pur- poses of this Section 4.1(b) such materiality or Material Ad- verse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company Buyer shall have delivered to Subscriber at the Closing a certificate instituted, enacted, issued, promulgated, enforced or entered any Requirement of an appropriate officer in form and substance reasonably sat- isfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b)Law (whether temporary, the matters set forth in each such Section shall be aggregated and considered together. (cpreliminary or permanent) There shall not be that is then in effect and that (x) has the effect of making illegal or otherwise prohibiting or invalidating consummation of any order, decree or injunction of a court or agency of competent jurisidiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected hereunder or any provision of this Subscription Agreement or (y) seeks to have a material adverse effect on restrain, prohibit or invalidate the ability consummation of the Company to consummate any of the transactions contemplated hereby hereunder or to issue the Concurrent Sharesinvalidate any provision of this Subscription Agreement. (dvi) The Holding Company shall have received subscriptions for the purchase, in the aggregate, of at least 1,000,000 Preferred Shares (including the Preferred Shares being purchase by Subscriber) and, concurrently with the Closing, the Holding Company shall issue an aggregate of 1,000,0000 Preferred Shares (including the Preferred Shares being purchased by Subscriber). vii) The Series F Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware and shall be in full force and effect and shall not have taken any action or been amended. viii) The Holding Company shall have failed to take any action which would reasonably be ex- pected toperformed, alone or satisfied and complied in conjunction with any other factors, re- xxxx in the loss all material respects each of its status as a REIT for federal income tax purposescovenants and agreements contained in this Subscription Agreement and required to be performed, satisfied or complied at or prior to the Closing.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing The Closing of the Public Of- fering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), Offering shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing a certificate of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date of the Closing to such effectoccurred. (b) The representations and warranties of the Com- pany Company contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations representations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect respect by materiality or as to Material Adverse Effect for pur- poses purposes of this Section 4.1(b) such materiality or Material Ad- verse Adverse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory satisfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected expected to, alone or in conjunction with any other factors, re- xxxx result in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Of- fering Offering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing a certificate of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date of the Closing to such effect. (b) The representations and warranties of the Com- pany contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect by materiality or as to Material Adverse Effect for pur- poses of this Section 4.1(b) such materiality or Material Ad- verse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected to, alone or in conjunction with any other factors, re- xxxx in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion satis- faction or waiver of each of the following conditions precedentprece- dent: (a) All conditions The Closing ox xxx Xxxxxx Xxxxxxxg shall have occurred at the same per share Price to Public as the closing of the Public Of- fering as set forth in the underwriting agreement between the Company and the underwriters Per Share Purchase Price for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing a certificate of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date of the Closing to such effectConcurrent Shares. (b) The representations and warranties of the Com- pany contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect by materiality or as to Material Adverse Effect for pur- poses of this Section 4.1(b) such materiality or Material Ad- verse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the -9- transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected to, alone or in conjunction with any other factors, re- xxxx sult in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations obligation of Subscriber hereunder to purchase and pay for the Concurrent Shares Offered Securities at the Closing are is subject to satisfac- tion the satisfaction, at or waiver before the Closing Date, of each of the following conditions, provided that these conditions precedent: (a) All are for Subscriber’s sole benefit and may be waived by Subscriber at any time in its sole discretion by providing the Companies with prior written notice thereof, provided further that Subscriber agrees that the conditions to the closing of the Public Of- fering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement clauses (if anyiii), (iv) and (vi) below may be waived by the Majority of Holders in their discretion on behalf of all Buyers at any time by providing the Companies with prior written notice thereof: i) The Bank shall have been satisfied or waived, duly executed and delivered the Notes in such amounts as are set forth on the signature page of this Subscription Agreement. ii) The Holding Company shall have duly executed and delivered to Subscriber at the Clos- ing a certificate Warrants in such amounts as are set forth on the signature page of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date this Subscription Agreement. iii) (A) Each of the Closing to such effect. (b) The representations and warranties of the Com- pany Companies contained herein shall have been true in Sections 3(a), (b), (c), (d) and correct in all respects on and as (e) of the date hereof, and this Subscription Agreement shall be true and correct in all material respects (except that each of such representations and warranties that is qualified as to materiality shall be true and correct in all respects) on and as of the Closing with the same effect Date as though such representations and warranties had been if made on and as of the date of the Closing (except for represen- tations such date, other than representations and warranties that speak which address matters only as of a specific date or time other than the date of the Closing (certain date, which need only shall be true and correct in all respects as of such certain date or time))and (B) the other representations and warranties of the Companies shall be true and correct on and as of the Closing Date as if made on and as of such date, other thanthan representations and warranties which address matters only as of a certain date, in all which shall be true and correct as of such casescertain date, except for such failures to be true and/or and correct as individually or in the aggregate, did not, and would not in the aggregate reasonably be expected to have result in, a Material Adverse Effect; provided. For purposes of determining the satisfaction of clause (B) of this condition, however, that if any of the representations and warranties is already of the Companies shall be deemed not qualified in by any re- spect by references therein to materiality generally or as to a Material Adverse Effect for pur- poses of this Section 4.1(b) such materiality (or Material Ad- verse Effect qualification will be in all respects ignored (but subject qualifiers similar to the overall standard as to Material Adverse Effect set forth immediately prior to this provisoforegoing). The Holding Company shall have delivered to Subscriber at a certificate, executed by duly authorized executive officers of each of the Holding Company and the Bank and dated as of the Closing a certificate Date, certifying that the condition set forth in this Section 5(b)(iii) has been satisfied. iv) The Companies shall have delivered the opinion of an appropriate officer Xxxxxx Xxxxxx Xxxxxxxx LLP, the Companies’ outside counsel, dated as of the Closing Date, and in substantially the form and substance reasonably sat- isfactory to Subscriber dated of Exhibit B attached hereto. v) The Preferred Stock Transaction shall have closed. vi) Since the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b)Subscription Agreement, the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken been a Material Adverse Change. vii) No court or other Governmental Authority having jurisdiction over the Holding Company or the Bank or any action Buyer shall have instituted, enacted, issued, promulgated, enforced or entered any Requirement of Law (whether temporary, preliminary or permanent) that is then in effect and that (x) has the effect of making illegal or otherwise prohibiting or invalidating consummation of any of the Sub Debt Transaction or any provision of this Subscription Agreement or any of the Offered Securities or (y) seeks to restrain, prohibit or invalidate the consummation of any of the Sub Debt Transaction or to invalidate any provision of this Subscription Agreement or any of the Offered Securities. viii) The Holding Company shall have failed received subscriptions for the purchase of, and funds shall have been deposited into the Closing Escrow Account sufficient to take any action which would reasonably be ex- pected topay the aggregate purchase price for, alone or an aggregate of at least $30,000,000 in conjunction principal amount of Notes (including the Notes being purchase by Subscriber) and, concurrently with any other factorsthe Closing, re- xxxx the Bank shall issue an aggregate of at least $30,000,000 in principal amount of Notes (including the loss Notes being purchased by Subscriber) in connection with the Subscription Agreements. ix) Each of the Holding Company and the Bank shall have performed, satisfied and complied in all material respects each of its status as a REIT for federal income tax purposesrespective covenants and agreements contained in this Subscription Agreement and required to be performed, satisfied or complied at or prior to the Closing.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing and the Option Closing, if any, are subject to satisfac- tion satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Of- fering Offering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing Closing and the Option Closing, if any, a certificate of an appropriate officer in form and sub- stance substance reasonably satisfactory to Subscriber dated the date of the Closing or the Option Closing, as the case may be, to such effect. (b) The representations and warranties of the Com- pany Company contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing and the Option Closing, if any, with the same effect as though such representations and warranties had been made on and as of the date of the Closing and the Option Closing, if any (except for represen- tations representations and warranties that speak as of a specific date or time other than the date of the Closing or the Option Closing, as the case may be (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect respect by materiality or as to Material Adverse Effect Effect, for pur- poses purposes of this Section 4.1(b) such materiality or Material Ad- verse Adverse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing and the Option Closing, if any, a certificate of an appropriate officer in form and substance reasonably sat- isfactory satisfactory to Subscriber dated the date of the Closing or the Option Closing, as the case may be, to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected expected to, alone or in conjunction with any other factors, re- xxxx result in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing Closing, are subject to satisfac- tion satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Of- fering Offering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing Closing, a certificate of an appropriate officer in form and sub- stance substance reasonably satisfactory to Subscriber dated the date of the Closing to such effect. (b) The representations and warranties of the Com- pany Company contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations representations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect respect by materiality or as to Material Adverse Effect Effect, for pur- poses purposes of this Section 4.1(b) such materiality or Material Ad- verse Adverse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing Closing, a certificate of an appropriate officer in form and substance reasonably sat- isfactory satisfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected expected to, alone or in conjunction with any other factors, re- xxxx result in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing The Closing of the Public Of- fering Offering shall have occurred at the same per share Price to Public as set forth in the underwriting agreement between the Company and the underwriters Per Share Purchase Price for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing a certificate of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date of the Closing to such effectConcurrent Shares. (b) The representations and warranties of the Com- pany Company contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations representations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect respect by materiality or as to Material Adverse Effect for pur- poses purposes of this Section 4.1(b) such materiality or Material Ad- verse Adverse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory satisfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected expected to, alone or in conjunction with any other factors, re- xxxx result in the loss of its status as a REIT for federal income tax purposes.

Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion satisfaction or waiver of each of the following conditions precedent: (a) All conditions to the closing of the Public Of- fering Offerings as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing Closing a certificate of an appropriate officer in form and sub- stance substance reasonably satisfactory to Subscriber dated the date of the Closing to such effect. (b) The representations and warranties of the Com- pany Company contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for represen- tations representations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect respect by materiality or as to Material Adverse Effect for pur- poses purposes of this Section 4.1(b) such materiality or Material Ad- verse Adverse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory satisfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together. (c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction jurisdiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or to issue the Concurrent Shares. (d) The Company shall not have taken any action or have failed to take any action which would reasonably be ex- pected expected to, alone or in conjunction with any other factors, re- xxxx result in the loss of its status as a REIT for federal income tax purposes.