Common use of CONDITIONS TO THE OBLIGATIONS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENT. The obligations of AFC to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by AFC: (a) each of the obligations of LISB required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of LISB contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate persons.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENTEACH PARTY. The obligations of AFC the Company and Silicon Graphics to effect the Merger shall be further consummate this Agreement are subject to the satisfaction or waiver (where permissible) of the following additional conditions, any one or more of which may be waived by AFC: : (a) each the Amended and Restated Certificate of Incorporation shall have become effective in accordance with the General Corporation Law of the obligations State of LISB Delaware; (b) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an "Order") which is then in effect and has the effect of making the Recapitalization or the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the Recapitalization or the transactions contemplated by this Agreement; (c) the shares of Class A Common Stock to be issued in the Recapitalization shall have been approved for quotation on the Nasdaq National Market, subject to notice of issuance; (d) a registration statement on Form 8-A (the "REGISTRATION STATEMENT") registering the Class A Common Stock under the Exchange Act shall have become effective upon filing with the Securities and Exchange Commission ("SEC") and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC; and (e) all consents, approvals and authorizations legally required to be performed by it at or prior obtained to the Closing pursuant to the terms of consummate this Agreement shall have been duly performed obtained from and complied made with in all Governmental Entities, except for such consents, approvals and authorizations the failure of which to obtain would not have a material respects and adverse effect on the representations and warranties of LISB contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, as ability of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as Company or Silicon Graphics to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of consummate the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsSECTION 6.02.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENT. The obligations of AFC to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by AFC: (a) each of the obligations of LISB required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of LISB contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxx Xxxxxxxx & WxxxXxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxx Xxxxxxxx & Wood Xxxx considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxx Xxxxxxxx & Wxxx Wood by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxx Xxxxxxxx & Wood Xxxx by officers of AFC, LISB and other appropriate persons.

CONDITIONS TO THE OBLIGATIONS. OF AFC NFB AND THE ASSOCIATION UNDER THIS AGREEMENTNFB BANK. The obligations of AFC NFB and NFB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by AFCNFB: (a) each of the obligations of LISB JSB and JSB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of LISB JSB and JSB Bank contained in this Agreement shall be true and correct, subject to Sections 2.01 2.1 and 2.022.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC NFB shall have received a certificate to the foregoing effect signed by the president chief executive officer and the chief financial or principal accounting officer of LISBJSB; (b) all action required to be taken by, or on the part of, LISB JSB and JSB Bank to authorize the execution, delivery and performance of this Agreement and the consummation by LISB JSB and JSB Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISBJSB or JSB Bank, as the case may be, and AFC NFB shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB JSB shall have obtained the consent consent, waiver or approval of each person (other than the governmental regulatory approvals or consents referred to in Section 5.01(b5.1(b)) whose consent consent, waiver or approval shall be required in order to consummate the Merger or the Bank Merger or to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB JSB or any Subsidiary of LISB its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrumentinstrument to which JSB or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents consents, waivers and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC NFB (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (d) NFB shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of JSB and JSB Bank; and (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC NFB shall have received an opinion of Txxxxxx Xxxxxxxx Skadden, Arps, Slate, Mxxxxxx & WxxxFxxx LLP ("Skadden"), counsel to AFCNFB, dated as of the Effective Date Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFCNFB, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code Code. In rendering its opinion, Skadden may require and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based onrely upon, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood Skadden considers appropriate, (i) representations made at the request and covenants, including those contained in certificates of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFCNFB, LISB NFB Bank, JSB, JSB Bank and other appropriate personsothers, reasonably satisfactory in form and substance to Skadden.

CONDITIONS TO THE OBLIGATIONS. OF AFC THE UNDERWRITER, AND THE ASSOCIATION UNDER THIS AGREEMENTSALE OF THE SHARES. The obligations of AFC to effect the Merger shall be further Underwriter hereunder, and the closing of the Offering, are subject to the satisfaction accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions, any one or more of which may be waived by AFC: (a) each The Registration Statement is effective under the Securities Act, and no stop order suspending the effectiveness of the obligations Registration Statement or any part thereof, preventing or suspending the use of LISB required any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be performed included or incorporated by it at reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriter; the Rule 462(b) Registration Statement, if any, any Issuer Free Writing Prospectus, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4 (a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and, if applicable, FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing pursuant Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact that, in the opinion of counsel for the Underwriter, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of such counsel, is material or omits to state any fact that, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the terms authorization, form and validity of each of this Agreement, the Securities, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have been duly performed and complied with be reasonably satisfactory in all material respects to counsel for the Underwriter, and the representations Company shall have furnished to such counsel all documents and warranties information that they may reasonably request to enable them to pass upon such matters. (d) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP shall have furnished to the Underwriter, such counsel’s written opinion and negative assurances statement, as counsel to the Company, addressed to the Underwriter and dated the Closing Date, in the form and substance reasonably satisfactory to the Underwriter. (e) The Underwriter shall have received from Proskauer Rose LLP, counsel for the Underwriter, such opinion or opinions and negative assurances statement, addressed to the Underwriter dated the Closing Date, with respect to such matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (f) At the time of LISB the execution of this Agreement, the Underwriter shall have received from MaloneBailey, LLP, a letter, addressed to the Underwriter, executed and dated such date, in form and substance satisfactory to the Underwriter (i) confirming that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and the PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Underwriter shall have received a letter (the “Bring-Down Letter”) from MaloneBailey, LLP addressed to the Underwriter and dated the Closing Date confirming, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement pursuant to paragraph (g) of this Section 6. (h) The Company shall be true have furnished to the Underwriter a certificate, dated the Closing Date, of its President, Chief Executive Officer and correctActing Chief Financial Officer and its Vice President, subject to Sections 2.01 Finance stating in their capacities as officers of the Company that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any Permitted Free Writing Prospectus and 2.02the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Effective Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time as though made at and as of the Effective Time Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, and the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Package or the Prospectus that was not so set forth therein, (iii) to the best of their knowledge, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (except that any representations and warranties that are qualified as to any representation or warranty which specifically relates to an earlier datemateriality shall be true and correct in all respects). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (civ) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable there has not been, subsequent to the date of the Closing) from appropriate authorities as to most recent audited financial statements included or incorporated by reference in the good standing General Disclosure Package, any material adverse change in the financial position or results of LISB and operations of the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligationCompany, right or interest of LISB or any Subsidiary of LISB under any loan change or credit agreementdevelopment that, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually singly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus. (i) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) the Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock or long-term debt of the Company, or any change, or any development involving a Material Adverse Effect prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (i), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on AFC the terms and in the manner contemplated in the General Disclosure Package. (after giving effect j) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Units or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Units or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) Subsequent to the consummation execution and delivery of this Agreement there shall not have occurred any of the transactions contemplated herebyfollowing: (i) trading in securities generally on the New York Stock Exchange, Nasdaq GM, Nasdaq CM or upon the consummation NYSE Amex LLC or in the over-the-counter market, or trading in any securities of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined Company on any exchange or in the LISB Rights Agreementover-the-counter market, shall have occurredbeen suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package and the LISB Rights Prospectus. (l) The Company shall have filed an Application for Listing of Additional Shares covering the Shares and Warrant Shares with the Nasdaq CM and the Nasdaq CM shall not have become nonredeemable and rejected such Application. (m) FINRA shall not become nonredeemable upon consummation have objected to the terms of the Merger and Offering or the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of compensation allowable or payable to the Merger;Underwriter as described in the Prospectus. (fn) AFC The Underwriter shall have received an opinion the written agreements, substantially in the form of Txxxxxx Xxxxxxxx & WxxxExhibit B hereto, counsel to AFC, dated as of the Effective Date executive officers and directors of the Company listed in Schedule B to this Agreement. (o) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Offering, which shall include as an exhibit thereto this Agreement and a press release related to and describing the material terms of this Offering. (p) On or prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, good standing documents, due authorizations and consents, opinions, certificates, comfort or other letters or documents as the Underwriter shall have reasonably requested related to the issuance of the Securities. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to counsel for the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsUnderwriter.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENT. The obligations of AFC to effect the Merger under this Purchase Agreement shall be further subject to the satisfaction of due performance by the following additional conditions, any one or more of which may be waived by AFC: (a) each parties of the obligations of LISB required and agreements to be performed by it at hereunder on or prior to the Closing pursuant Date and to the terms accuracy of this Agreement shall have been duly performed and complied compliance with in all material respects and the representations and warranties of LISB contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02herein, as of the date of this Purchase Agreement and as of the Effective Time Closing Date and, with respect to the making of Additional Payments, as though made of the date of each subsequent Additional Payment, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of this Purchase Agreement, the Bond Ordinance, the Indenture, the Lease and the Development Agreement, and any other instrument contemplated thereby and such documents shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm by a certificate that at and as of the Effective Time (except as Closing Date the City has taken all action necessary to issue the Bonds and that there is no controversy, suit or other proceeding of any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate kind pending or, to the foregoing effect signed actual knowledge of the City, threatened wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Bonds, or the constitutionality or validity of the obligations represented by the president and Bonds or the chief financial or principal accounting officer of LISB; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB validity of the transactions contemplated hereby shall have been duly and validly taken by Bonds or any proceedings in relation to the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization;issuance or sale thereof. (c) AFC There shall have received certificates (such certificates to be dated as of a day as close as practicable delivered to the date City a certificate of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFCPurchaser, dated as of the Effective Closing Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that (i) no litigation, proceeding or investigation is pending against the Purchaser or the Purchaser’s Affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Company Documents, or (B) in any way contest the existence or powers of the Purchaser or the Purchaser’s Affiliates, (ii) no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser or the Purchaser’s Affiliates except litigation, proceedings or investigations in which the probable ultimate recoveries and the estimated costs and expenses of defense, in Purchaser’s reasonable judgment, will not have a material adverse effect on the basis operations or condition, financial or otherwise, of the facts, Purchaser and the Purchaser’s Affiliates; (iii) the representations and assumptions warranties of the Purchaser in this Purchase Agreement and in the Company Documents were and are true and correct in all material respects and not misleading as of the date made and the Closing Date; (iv) at the Closing Date, no event of default has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default under any of the Company Documents; and (v) such other matters as are reasonably requested by the other parties in connection with the initial issuance of the Bonds. (d) In the case of each Additional Payment, the delivery by the Purchaser of such Additional Payment and the acceptance by the City of the portion of the Project to be acquired in connection with such Additional Payment shall be deemed to be reaffirmation as of the date of such Additional Payment by the parties of the accuracy of and their respective compliance with the representations and warranties set forth in such opinion which are consistent with the state of facts existing at the Effective Timethis Purchase Agreement, including, without limitation, the Merger will be treated for federal income tax purposes foregoing paragraphs (a), (b) and (c) , and given as a reorganization within the meaning of Section 368(a) of the Code date hereof and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsClosing Date.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENT. The obligations of AFC to effect the Merger shall be further Underwriters hereunder are subject to the satisfaction accuracy, when made and on the Closing Date, of the representations and warranties of the Company and the Guarantors contained herein, to the performance by the Company and the Guarantors of their respective obligations hereunder in all material respects, and to each of the following additional terms and conditions, any one or more of which may be waived by AFC: (a) each No order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceeding for such purpose pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act, shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of LISB an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to be performed by it at the reasonable satisfaction of the Representative. (b) The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing pursuant Date that the Disclosure Package, the Prospectus or any amendment or supplement thereto contains any untrue statement of a fact which is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the terms authorization, form and validity of the Operative Documents, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have been duly performed and complied with be reasonably satisfactory in all material respects to counsel for the Underwriters, and the representations Company shall have furnished to such counsel all documents and warranties information that they may reasonably request to enable them to pass upon such matters. (d) The Underwriters shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP a written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Exhibit A hereto. (e) The Underwriters shall have received from Xxxxxxx X. Xxxxxxx, General Counsel of LISB the Company, a written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Exhibit B hereto. (f) At the time of execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP a letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, (i) confirming that it is an independent registered public accountant with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and the Public Company Accounting Oversight Board rulings and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement and the Disclosure Package, as of a date not more than three business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information, operating data and other matters ordinarily covered by accountants’ “comfort letters” to underwriters, including the financial information contained or incorporated by reference in the Disclosure Package as identified by you. (g) With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this Agreement (the “initial letter” of Ernst & Young LLP), the Company shall be true have furnished to the Underwriters a letter (the “bring-down letter”), addressed to the Underwriters and correctdated the Closing Date, subject (i) confirming that it is an independent registered public accountant with respect to Sections 2.01 the Company within the meaning of the Securities Act and 2.02the applicable published rules and regulations thereunder and the Public Company Accounting Oversight Board, (ii) stating, as of the date of this Agreement and the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken byProspectus, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable date not more than five business days prior to the date of the Closing) from appropriate authorities as bring-down letter), the conclusions and findings of such firm with respect to the good standing of LISB financial information, operating data and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession matters covered by the surviving corporation pursuant to initial letter and (iii) confirming in all material respects the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents conclusions and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions findings set forth in such opinion which are consistent with the state of facts existing at initial letter. (h) The Company shall have furnished to the Effective TimeUnderwriters a certificate, dated the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) Closing Date, of the Code Executive Vice President, Chief Financial Officer and that accordinglyTreasurer of the Company and the Vice President and Controller of the Company stating that: (i) No gain or loss will be recognized by AFCThe representations, the Association or LISB as a result warranties and agreements of the MergerCompany in Section 1 are true and correct as of the Closing Date and the Company has complied in all material respects with all its agreements contained herein; (ii) Except to (A) The Company and its Subsidiaries, taken as a whole, have not sustained since the extent date of the latest annual financial statements included in or incorporated by reference into each of the Registration Statement, the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any cash received amendment or supplement thereto) and (B) since such date there has not been any material change in lieu the capital stock, long-term debt or short-term debt of the Company or any of the Subsidiaries or any material adverse change, or any development involving a fractional share interest prospective material adverse change, in AFC Common Stockor affecting the general affairs, no gain management, financial position, stockholders’ equity or loss will be recognized by results of operations of the stockholders Company and the Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger;any amendment or supplement thereto); and (iii) The tax basis They have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and, in their opinion, (A) the Registration Statement and the Disclosure Package, as of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock the Applicable Time, and the Prospectus, as of its date and the Closing Date, did not include any untrue statement of a material fact and did not omit to state any material fact necessary to make the statements therein, in the Merger will be light of the same as circumstances under which they were made, not misleading, and (B) since the tax basis respective dates of LISB Common Stock surrendered pursuant the Registration Statement, the Disclosure Package and the Prospectus, no event has occurred which should have been set forth in a supplement or amendment to the MergerRegistration Statement, reduced by any amount allocable to a fractional share interest for which cash is received the Disclosure Package and increased by any gain recognized on the exchange; andProspectus. (ivi) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged thereforCompany and its Subsidiaries, provided that such stockholder held such LISB Common Stock taken as a capital asset on whole, shall not have sustained since the date of the Merger. Such opinion may be based onlatest audited financial statements included in or incorporated by reference into each of the Registration Statement, the Disclosure Package and the Prospectus (A) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in addition to the review Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), and (B) since such matters date there shall not have been any material change in the capital stock, long-term debt or short-term debt of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request Company or any of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC its Subsidiaries or LISBany material adverse change, or any combination development involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), the effect of which, in any such persons case described in clause (A) or (B), is, in the judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in the Disclosure Package and the Prospectus. (iij) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any downgrading, nor shall any written notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or a Guarantor by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Group, Inc. (k) The Company, the Guarantors and the Trustee shall have entered into the Indenture and the Underwriters shall have received executed counterparts thereof. (l) The Underwriters shall have received from Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, an opinion, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as they may reasonably request for the purpose of enabling them to pass upon such matters. All opinions, letters, evidence and certificates provided at mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB provisions hereof only if they are in form and other appropriate personssubstance reasonably satisfactory to counsel for the Underwriters.

CONDITIONS TO THE OBLIGATIONS. OF AFC JSB AND THE ASSOCIATION UNDER THIS AGREEMENTJSB BANK. The obligations of AFC JSB and JSB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by AFCJSB: (a) each of the obligations of LISB NFB and NFB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of LISB NFB and NFB Bank contained in this Agreement shall be true and correct, subject to Sections 2.01 2.1 and 2.022.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC JSB shall have received a certificate to the foregoing effect signed by the president chief executive officer and the chief financial or principal accounting officer of LISBNFB; (b) all action required to be taken by, or on the part of, LISB NFB and NFB Bank to authorize the execution, delivery and performance of this Agreement and the consummation by LISB NFB and NFB Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISBNFB or NFB Bank, as the case may be, and AFC JSB shall have received certified copies of the resolutions evidencing such authorization; (c) AFC NFB shall have obtained the consent, waiver or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent, waiver or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which NFB or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents, waivers and approvals would not, individually or in the aggregate, have a Material Adverse Effect on NFB (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (d) JSB shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the ClosingClosing Date) from appropriate authorities as to the corporate existence and good standing of LISB NFB and the corporate existence of LISB NFB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby;; and (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC JSB shall have received an opinion of Txxxxxx Xxxxxxxx & WxxxWood ("Txxxxxx Xxxxxxxx"), counsel to AFCJSB, dated as of the Effective Date Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFCJSB, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code Code. In rendering its opinion, Txxxxxx Xxxxxxxx may require and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based onrely upon, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request and covenants, including those contained in certificates of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFCNFB, LISB NFB Bank, JSB, JSB Bank and other appropriate personsothers, reasonably satisfactory in form and substance to Txxxxxx Xxxxxxxx.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENTOf The Underwriters, And The Sale Of The Shares. The respective obligations of AFC to effect the Merger shall be further Underwriters hereunder are subject to the satisfaction accuracy, when made and as of the Applicable Time and on the Closing Date of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions, any one or more of which may be waived by AFC: (a) each The Registration Statement is effective under the Securities Act, and no stop order suspending the effectiveness of any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, the Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 7A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the obligations of LISB required Commission (to be performed included or incorporated by it at reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives; and the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus (except for a road show), if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a) and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and, if applicable, FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) The Representatives shall not have discovered and disclosed to the Company on or prior to the Closing pursuant Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the terms authorization, form and validity of each of this Agreement, Shares , the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have been duly performed and complied with be reasonably satisfactory in all material respects to counsel for the Underwriters, and the representations Company shall have furnished to such counsel all documents and warranties information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxxxx Xxxxxxx LLP shall have furnished to the Representatives such counsel’s written opinion and negative assurance statement, as counsel to the Company, addressed to the Underwriters dated the Closing Date covering the opinions substantially in the form set forth in Exhibit C attached hereto. (e) The Underwriters shall have received from Proskauer Rose LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as it requests to enable it to pass upon such matters. (f) At the time of LISB the execution of this Agreement, the Representatives shall have received from Xxxx & Associates LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that they are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representatives shall have received a letter (the “Bring-Down Letter”) from Xxxx & Associates LLP addressed to the Underwriters and dated the Closing Date confirming, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) The Company shall be true have furnished to the Representatives a certificate, dated the Closing Date of its Chairman of the Board, its President or a Vice President and correctits chief financial officer stating that (i) such officers have carefully examined the Registration Statement, subject to Sections 2.01 the General Disclosure Package, any Permitted Free Writing Prospectus and 2.02the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Effective Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time as though made at and as of the Effective Time Closing Date any Permitted Free Writing Prospectus as of its date and as of the Closing Date the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (except as to any representation ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or warranty which specifically relates to an earlier date). AFC shall have received a certificate amendment to the foregoing effect signed by Registration Statement, the president General Disclosure Package or the Prospectus, (iii) to their knowledge, as of the Closing Date the representations and warranties of the Company in this Agreement are true and correct and the chief financial or principal accounting officer of LISB; (b) Company has complied with all action required agreements and satisfied all conditions on its part to be taken byperformed or satisfied hereunder at or prior to the Closing Date and (iv) there has not been, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable subsequent to the date of the Closing) from appropriate authorities as to most recent audited financial statements included or incorporated by reference in the good standing General Disclosure Package, any material adverse change in the financial position or results of LISB operations of the Company and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligationits subsidiaries, right or interest of LISB or any Subsidiary of LISB under any loan change or credit agreementdevelopment that, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually singly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus. (i) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a Material Adverse Effect prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (IX), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Shares on AFC the terms and in the manner contemplated in the General Disclosure Package. (after giving effect j) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) Subsequent to the consummation execution and delivery of this Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), the Company’s corporate credit rating or the rating of any of the Company’s debt securities. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, NASDAQ CM or the NYSE Amex or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (m) The NASDAQ CM shall have approved the Common Stock for listing therein, subject only to official notice of issuance. (n) The Representatives shall have received the written agreements, substantially in the form of Exhibit B hereto, of the executive officers and directors, and the stockholders of the Company listed in Schedule B to this Agreement. (o) The Company shall have obtained all required consents from the holders of its securities or any third parties necessary for the transactions contemplated hereby) or upon by the consummation of General Disclosure Package and the transactions contemplated hereby;Prospectus. (ep) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, The Company shall have occurred, prepared and filed with the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger;Commission a Current Report on Form 8-K including as an exhibit thereto this Agreement. (fq) AFC Prior to the Closing Date, the Company shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxxfurnished to the Underwriters such further information, counsel opinions, certificates (including a Secretary’s Certificate), good standing certificates, letters or documents as the Representatives shall have reasonably requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to AFC, dated as of be in compliance with the Effective Date provisions hereof only if they are in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to counsel for the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsUnderwriters.

CONDITIONS TO THE OBLIGATIONS. OF AFC THE PLACEMENT AGENTS AND THE ASSOCIATION UNDER THIS AGREEMENTPURCHASERS, AND THE SALE OF THE SHARES. The respective obligations of AFC to effect the Merger shall be further Placement Agents hereunder, and the Purchasers under the Subscription Agreements, and the Closing of the sale of the Shares, are subject to the satisfaction accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions, any one or more of which may be waived by AFC: (a) each No stop order suspending the effectiveness of the obligations Registration Statement or any part thereof, preventing or suspending the use of LISB required any Base Prospectus, any Preliminary Prospectus, the Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be performed included or incorporated by it at reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representative; the Rule 462(b) Registration Statement, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 5(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) No Placement Agent shall have discovered and disclosed to the Company on or prior to the Closing pursuant Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agents, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the terms authorization, form and validity of each of this Agreement Agreement, the Subscription Agreements, the Shares, the Registration Statement, the General Disclosure Package, and the Prospectus and the transactions contemplated hereby shall have been duly performed and complied with be reasonably satisfactory in all material respects to counsel for the Placement Agents, and the representations Company shall have furnished to such counsel all documents and warranties information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxxx Procter LLP shall have furnished to the Representative such counsel’s written opinion and negative assurances statement, as counsel to the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (e) At the time of LISB the execution of this Agreement, the Representative shall have received from Xxxxxxxx Xxxxx Xxxxxxx & Xxxxxxx PC, a letter, addressed to the Placement Agents, executed and dated such date, in form and substance satisfactory to the Representative (i) confirming that they are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (f) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representative shall have received a letter (the “Bring-Down Letter”) from Xxxxxxxx Xxxxx Xxxxxxx & Xxxxxxx PC, addressed to the Placement Agents and dated the Closing Date confirming, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative concurrently with the execution of this Agreement pursuant to paragraph (e) of this Section 7. (g) The Company shall be true have furnished to the Placement Agents and correctthe Purchasers a certificate, subject to Sections 2.01 dated the Closing Date, of its Chairman of the Board, its President or a Vice President and 2.02its chief financial officer stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Effective Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time as though made at and as of the Effective Time Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (except as to any representation ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or warranty which specifically relates to an earlier date). AFC shall have received a certificate amendment to the foregoing effect signed by Registration Statement, the president General Disclosure Package or the Prospectus that has not been so set forth therein, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the chief financial or principal accounting officer of LISB; (b) Company has complied with all action required agreements and satisfied all conditions on its part to be taken by, performed or on satisfied hereunder at or prior to the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISBClosing Date, and AFC shall have received certified copies of the resolutions evidencing such authorization; (civ) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable there has not been, subsequent to the date of the Closing) from appropriate authorities as to most recent audited financial statements included or incorporated by reference in the good standing General Disclosure Package, any material adverse change in the financial position or results of LISB operations of the Company and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligationits subsidiaries, right or interest of LISB or any Subsidiary of LISB under any loan change or credit agreementdevelopment that, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually singly or in the aggregate, have would involve a Material Adverse Effect on AFC material adverse change or a prospective material adverse change, in or affecting the condition (after giving effect to the consummation financial or otherwise), results of operations, business or assets of the transactions contemplated herebyCompany and its subsidiaries, except as set forth in the Prospectus. (h) or upon Since the consummation date of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined latest audited financial statements included in the LISB Rights AgreementGeneral Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have occurredsustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package, and the LISB Rights (ii) there shall not have become nonredeemable and shall not become nonredeemable upon consummation been any change in the capital stock or long-term debt of the Merger and Company nor any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the LISB Rights shall not become exercisable for capital stock business, general affairs, management, financial position, stockholders’ equity or results of AFC upon consummation operations of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & WxxxCompany and its subsidiaries, counsel to AFC, dated otherwise than as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in the General Disclosure Package, the effect of which, in any such opinion which are consistent case described in clause (i) or (ii) of this paragraph (h), is, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) sale or delivery of the Code Shares on the terms and that accordingly:in the manner contemplated in the General Disclosure Package. (i) No gain action shall have been taken and no law, statute, rule, regulation or loss will be recognized order shall have been enacted, adopted or issued by AFC, any governmental agency or body which would prevent the Association issuance or LISB as a result sale of any of the Merger;Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or its subsidiaries; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of any of the Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or its subsidiaries. (j) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, Nasdaq CM or the NYSE Arca or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) Except to a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the extent of any cash received in lieu of a fractional share interest in AFC Common StockUnited States, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis any outbreak or material escalation of AFC Common Stock received hostilities or acts of terrorism involving the United States or a declaration by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis United States of LISB Common Stock surrendered pursuant to the Mergera national emergency or war, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and or (iv) The holding period of AFC Stock received by each stockholder any other calamity or crisis or any material change in general economic, political or financial conditions in the Merger will include United States or elsewhere, if the holding period effect of LISB Common Stock exchanged thereforsuch event specified in clause (iii) or (iv), provided that such stockholder held such LISB Common Stock as a capital asset in the good faith judgment of the Placement Agents, is material and adverse and makes it, impracticable or inadvisable to proceed with the completion of the sale of and payment for the Shares on the date Closing Date on the terms and in the manner contemplated by this Agreement, in the General Disclosure Package and the Prospectus. (k) The Company shall have filed a Notification Form: Listing of Additional Shares with the Nasdaq CM and shall have received no objection thereto from the Nasdaq CM. (l) The Company shall have entered into Subscription Agreements with each of the Merger. Such opinion may Purchasers and such agreements shall be based on, in addition full force and effect. (m) The Placement Agents shall have received clearance from FINRA as to the review amount of compensation allowable or payable to the Placement Agent as described in the Pricing Prospectus. (n) Prior to the Closing Date, the Company shall have furnished to the Placement Agents such matters of fact further information, opinions, certificates (including a Secretary’s Certificate), letters or documents as the Representative shall have reasonably requested. All opinions, letters, evidence and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons provisions hereof only if they are in form and (ii) certificates provided at substance reasonably satisfactory to counsel for the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsPlacement Agents.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENT. The obligations of AFC to effect the Merger shall be further Underwriters hereunder are subject to the satisfaction accuracy, when made and on the Closing Date, of the representations and warranties of the Company and the Guarantors contained herein, to the performance by the Company and the Guarantors of their respective obligations hereunder in all material respects, and to each of the following additional terms and conditions, any one or more of which may be waived by AFC: (a) each No order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceeding for such purpose pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act, shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of LISB an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to be performed by it at the reasonable satisfaction of the Representative. (b) The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing pursuant Date that the Disclosure Package, the Prospectus or any amendment or supplement thereto contains any untrue statement of a fact which is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the terms authorization, form and validity of the Operative Documents, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have been duly performed and complied with be reasonably satisfactory in all material respects to counsel for the Underwriters, and the representations Company shall have furnished to such counsel all documents and warranties information that they may reasonably request to enable them to pass upon such matters. (d) The Underwriters shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP a written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Exhibit A hereto. (e) The Underwriters shall have received from Xxxxxxx X. Xxxxxxx, General Counsel of LISB the Company, a written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Exhibit B hereto. (f) At the time of execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP, the independent registered public accounting firm for the Company (“EY” ), a letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof, (i) confirming that it is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and the Public Company Accounting Oversight Board rulings and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement and the Disclosure Package, as of a date not more than three business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information (including pro forma financial information), operating data and other matters ordinarily covered by accountants’ “comfort letters” to underwriters, including the financial information contained or incorporated by reference in the Disclosure Package as identified by you. (g) With respect to the letter referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this Agreement (the “initial letter” of EY), the Underwriters shall be true have received from EY a letter (the “bring-down letter”), addressed to the Underwriters and correctdated the Closing Date, subject (i) confirming that it is an independent registered public accounting firm with respect to Sections 2.01 the Company within the meaning of the Securities Act and 2.02the applicable published rules and regulations thereunder and the Public Company Accounting Oversight Board, (ii) stating, as of the date of this Agreement and the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken byProspectus, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable date not more than five business days prior to the date of the Closing) from appropriate authorities as bring-down letter), the conclusions and findings of such firm with respect to the good standing of LISB financial information, operating data and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession matters covered by the surviving corporation pursuant to initial letter and (iii) confirming in all material respects the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents conclusions and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions findings set forth in such opinion which are consistent with the state of facts existing at initial letter. (h) The Company shall have furnished to the Effective TimeUnderwriters a certificate, dated the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) Closing Date, of the Code Senior Vice President and that accordinglyChief Financial Officer of the Company and the Vice President and Controller of the Company stating that: (i) No gain or loss will be recognized by AFCThe representations, the Association or LISB as a result warranties and agreements of the MergerCompany in Section 1 are true and correct as of the Closing Date and the Company has complied in all material respects with all its agreements contained herein; (ii) Except to (A) The Company and its Subsidiaries, taken as a whole, have not sustained since the extent date of the latest annual financial statements included in or incorporated by reference into each of the Registration Statement, the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any cash received amendment or supplement thereto) and (B) since such date there has not been any material change in lieu the capital stock, long-term debt or short-term debt of the Company or any of the Subsidiaries or any material adverse change, or any development involving a fractional share interest prospective material adverse change, in AFC Common Stockor affecting the general affairs, no gain management, financial position, stockholders’ equity or loss will be recognized by results of operations of the stockholders Company and the Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger;any amendment or supplement thereto); and (iii) The tax basis They have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and, in their opinion, (A) the Registration Statement and the Disclosure Package, as of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock the Applicable Time, and the Prospectus, as of its date and the Closing Date, did not include any untrue statement of a material fact and did not omit to state any material fact necessary to make the statements therein, in the Merger will be light of the same as circumstances under which they were made, not misleading, and (B) since the tax basis respective dates of LISB Common Stock surrendered pursuant the Registration Statement, the Disclosure Package and the Prospectus, no event has occurred which should have been set forth in a supplement or amendment to the MergerRegistration Statement, reduced by any amount allocable to a fractional share interest for which cash is received the Disclosure Package and increased by any gain recognized on the exchange; andProspectus. (ivi) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged thereforCompany and its Subsidiaries, provided that such stockholder held such LISB Common Stock taken as a capital asset on whole, shall not have sustained since the date of the Merger. Such opinion may be based onlatest audited financial statements included in or incorporated by reference into each of the Registration Statement, the Disclosure Package and the Prospectus (A) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in addition to the review Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), and (B) since such matters date there shall not have been any material change in the capital stock, long-term debt or short-term debt of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request Company or any of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC its Subsidiaries or LISBany material adverse change, or any combination development involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), the effect of which, in any such persons case described in clause (A) or (B), is, in the judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in the Disclosure Package and the Prospectus. (iij) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any downgrading, nor shall any written notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or a Guarantor by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Group, Inc. (k) The Company, the Guarantors and the Trustee shall have entered into the Indenture and the Underwriters shall have received executed counterparts thereof. (l) The Underwriters shall have received from Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Underwriters, an opinion, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as they may reasonably request for the purpose of enabling them to pass upon such matters. (m) At the time of execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP, the independent auditors for BP’s integrated Southern California refining, marketing and logistics business (the “Xxxxxx Assets”), a letter with respect to certain of the audited and unaudited financial information of the Xxxxxx Assets contained or incorporated by reference in the Disclosure Package, in form and substance satisfactory to the Underwriters. (n) The Underwriters shall have received certificate of the Company, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Exhibit C hereto, dated the date hereof, signed on behalf of the Company by Senior Vice President and Chief Financial Officer of the Company, regarding certain unaudited financial information relating to the Los Angeles Acquisition in the Disclosure Package and the Prospectus. All opinions, letters, evidence and certificates provided at mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB provisions hereof only if they are in form and other appropriate personssubstance reasonably satisfactory to counsel for the Underwriters.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION PURCHASER UNDER THIS AGREEMENT. The obligations of AFC the Purchaser to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by AFCthe Purchaser: (a) each of the obligations of LISB the Company required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of LISB the Company contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, correct as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC The Purchaser shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISBthe Company; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC Purchaser shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB the Company and the Company Bank; (dc) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC Purchaser shall have received an opinion of Txxxxxx Xxxxxxxx & WxxxWood, counsel to AFCthe Purchaser, dated as of the Effective Date in form and substance customary reasonably satisfactory to the Purchaser substantially to the effect that: (i) For Federal income tax purposes, the Merger will be treated as a purchase by the Purchaser of all the outstanding shares of Company Common Stock held by stockholders of the Company (except Dissenters' shares); the purchase of shares of Company Common Stock by the Purchaser will be treated as a "qualified stock purchase" within the meaning of Section 338(d) (3) of the Code; (ii) none of the Purchaser, Merger Sub, Company or the Company Bank will recognize gain or loss as a result of the Purchaser's purchase of shares of Company Common Stock from the stockholders of the Company; (iii) Neither the Company Bank nor the Company will recognize gain or loss as a result of the Bank Merger; and (iv) Neither the Merger nor the Bank Merger shall cause the Company Bank to restore to gross income any of its bad debt reserves previously deducted pursuant to Section 593 of the Code; (d) the Company shall have caused to be delivered to the Purchaser an opinion, dated the date of the Closing, from the law firm of Nyemaster, Goode, Voights, West, Hxxxxxx & O'Xxxxx, P.C. counsel to the Company, concerning such matters as are customarily covered in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (ive) The holding period the Company shall have furnished the Purchaser with such certificates of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that its officers or others and such stockholder held such LISB Common Stock as a capital asset on the date other documents to evidence fulfillment of the Merger. Such opinion conditions set forth in this Section 5.02 as the Purchaser may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsreasonably request.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENTEACH PARTY. The respective obligations of AFC the Company, Parent and Merger Sub to effect consummate the Merger shall be further are subject to the satisfaction on or prior to the Closing Date of the following additional conditions, any one or more of which may be waived by AFC: (a) each Merger Sub shall have purchased shares of the obligations of LISB required to be performed by it at or prior to the Closing Company Common Stock pursuant to the terms of Offer, except that this Agreement condition shall not be a condition to Parent's and Merger Sub's obligation to effect the Merger if Merger Sub shall have been duly performed and complied with in all material respects and the representations and warranties failed to purchase shares of LISB contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate Company Common Stock pursuant to the foregoing effect signed by the president and the chief financial Offer in breach of (or principal accounting officer as a result of LISBParent's breach of) this Agreement; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby Merger shall have been duly approved and validly taken adopted by the Board requisite vote of Directors and the stockholders of LISBthe Company, and AFC shall have received certified copies of if required by the resolutions evidencing such authorizationDGCL; (c) AFC no judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall be in effect which has the effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger; PROVIDED, HOWEVER, that no party may rely on this condition if it is in breach of its obligations under Section 5.11 hereof and such breach has, directly or indirectly, resulted in such judgment, injunction, order or decree being in effect; and (i) any waiting period applicable to consummation of the Merger under the HSR Act and Foreign Antitrust Laws shall have received certificates expired or been terminated and (such certificates to be dated as of a day as close as practicable to the date ii) all approvals required under Foreign Antitrust Laws before consummation of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB Merger shall have obtained been obtained, except in the consent or approval case of each person (i) and (ii) above, such waiting periods (other than the governmental HSR Act) or approvals the failure of which to expire or consents referred be obtained is not reasonably likely to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect on AFC (after giving effect or a Company Material Adverse Effect or to provide a reasonable basis to conclude that the parties hereto or any of their respective directors, officers, agents, advisors or other representatives would be subject to the consummation risk of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personscriminal liability.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION PURCHASER UNDER THIS AGREEMENT. The obligations of AFC the Purchaser to effect the Merger shall be further subject to the satisfaction at or prior to the Effective Time of the following additional conditions, any one or more of which may be waived by AFCthe Purchaser: (a) each of the obligations obligations, covenants and agreements of LISB the Seller required to be performed by it at or prior to the Closing Effective Time pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects respects, and the Purchaser shall have received a certificate to the foregoing effect dated the Effective Date and signed by the Chairman and President of the Seller; (b) the representations and warranties of LISB the Seller contained in this Agreement (subject to Section 4.09) shall be true and correct, subject to Sections 2.01 and 2.02, correct in all material respects as of the date of this Agreement and as of the Effective Time (as though made at and as of the Effective Time (except as to (i) any representation or warranty which specifically relates to an earlier date). AFC ; and (ii) where the facts which cause the failure of any representation or warranty to be so true and correct would not, either individually or in the aggregate, constitute a Material Adverse Effect on Purchaser and its Subsidiary taken as a whole) and the Purchaser shall have received a certificate to the foregoing effect dated the Closing Date signed by the president Chairman and President of the chief financial or principal accounting officer of LISB;Seller. (bc) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC Purchaser shall have received certified copies of the resolutions (or documents of like import) evidencing such authorizationthe authorization of this Agreement and the consummation of the transactions contemplated hereby by the Seller's Board of Directors and the Seller's shareholders; (cd) AFC the Purchaser shall have received certificates a certificate of corporate existence and good standing for the Seller from the Secretary of State of the Commonwealth of Massachusetts (such certificates certificate to be dated as of a day as close as practicable to the date of the Closing) and a similar certificate for the Seller Bank from appropriate authorities as to the good standing of LISB and the corporate existence of LISB BankOCC; (de) LISB shall have obtained Subject to the consent or approval Purchaser's compliance with Sections 4.05 and 4.07, none of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent hereof shall contain any condition which would, or approval shall would be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregatereasonably likely to, have a Material Adverse Effect on AFC (after the Purchaser and its Subsidiary taken as a whole giving effect to the consummation of the transactions contemplated hereby) or upon the consummation completion of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC the Purchaser shall have received an opinion or opinions, dated the date of Txxxxxx Xxxxxxxx the Closing, from Cranmore, FixxXxxxxx & WxxxMexxxx, counsel to AFCthe Seller, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordinglythat: (i) No gain or loss will be recognized by AFCSeller is a corporation duly authorized, validly existing and in good standing corporation under the Association or LISB as a result laws of the MergerCommonwealth of Massachusetts and Seller Bank is a national bank duly organized and in existence under the laws of the United States of America; (ii) Except the Seller has the power and authority to carry on its business currently conducted, to own, lease and operate its properties and to consummate the extent transactions contemplated by this Agreement and the Plan of any cash received in lieu of a fractional share interest in AFC Common StockMerger and the Seller and its Subsidiary have the corporate power and authority to carry on their business currently conducted and to own, no gain or loss will be recognized by the stockholders of LISB who exchange lease and operate their LISB Stock for AFC Common Stock pursuant to the Mergerproperties; (iii) The tax basis this Agreement and the Plan of AFC Common Stock received Merger have been duly authorized and approved by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Seller and this Agreement and the Plan of Merger will be and the same as transactions contemplated thereby have been approved by the tax basis requisite vote or consent of LISB Common Stock surrendered pursuant to the MergerSeller's shareholders and duly authorized, reduced executed and delivered by any amount allocable to a fractional share interest for which cash is received the Seller and increased by any gain recognized on this Agreement and Plan of Merger constitute the exchange; andvalid and binding obligation of the Seller; (iv) The holding period the authorized capitalization of AFC Stock received the Seller is as set forth in Section 2.01(b) hereof; (v) all acts, other proceedings required to be taken by each stockholder or on the part of the Seller, including the adoption of this Agreement and the Plan of Merger by the shareholders of the Seller, and the necessary approvals, consents, authorizations or notifications required to be taken to consummate the transactions contemplated by this Agreement and the Plan of Merger, have been properly taken or obtained; neither the execution and delivery of this Agreement and the Plan of Merger nor the consummation of the transactions contemplated hereby and thereby, with or without the giving of notice or the lapse of time, or both, will (i) violate any provision of the Articles of Organization, Charter or Bylaws of the Seller or the Subsidiary; or (ii) to the knowledge of such counsel, violate, conflict with, result in the Merger will include material breach or termination of, constitute a material default under, accelerate the holding period performance required by, or result in the creation of LISB Common Stock exchanged thereforany material lien, provided that charge or encumbrance upon any of the properties or assets of the Seller or the Subsidiary pursuant to any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller or the Subsidiary are a party or by which it or any of their properties or assets may be bound, or violate any statute, rule or regulation applicable to the Seller or the Subsidiary, which would have a Material Adverse Effect on the financial condition, assets, liabilities, or business of the Seller or the Subsidiary; to the knowledge of such stockholder held counsel, no consent, approval, authorization, order, registration or qualification of or with any court, regulatory authority or other governmental body, other than as specifically contemplated by this Agreement is required for the consummation by the Seller or the Subsidiary of the transactions contemplated by this Agreement and the Plan of Merger; (vi) to the knowledge of such LISB Common Stock as a capital asset on counsel, since the date of this Agreement, neither the Merger. Such opinion may be based onSeller nor the Subsidiary have granted any options, warrants, calls, agreements or commitments of any character relating to any of the shares of the Seller or the Subsidiary, nor has the Seller or the Subsidiary granted any rights to purchase or otherwise acquire from the Seller or the Subsidiary any shares of the Seller's or the Subsidiary' capital stock, except as provided in addition this Agreement as set forth in Disclosure Schedule 2.01(b); (vii) except as disclosed pursuant to Disclosure Schedule 2.01(k), there are no actions, suits, proceedings or investigations of any nature pending or threatened that challenge the validity or legality of the transactions contemplated by this Agreement or Plan of Merger which seek or threaten to restrain, enjoin or prohibit (or obtain substantial damages in connection with) the consummation of such transactions; (viii) to the review knowledge of such matters counsel, there is no litigation, appraisal or other proceeding or governmental investigation pending or threatened against or relating to the business or property of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request Seller or the Subsidiary which would have a Materially Adverse Effect on the consolidated financial condition of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISBthe Seller, or of any combination legal impediment to the continued operation of the properties and business of the Seller or the Subsidiary in the ordinary course after the consummation of the transactions contemplated by this Agreement and Plan of Merger. (g) the Seller shall have furnished the Purchaser with such persons certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Section 5.02 as the Purchaser may reasonably request. (iih) certificates provided at the request Seller will be responsible for making all filings and/or submitting all returns with respect to any state and/or local real estate transfer or gains taxes that are required to be filed before the Effective Time. Seller also agrees to pay any expenses relating to the preparation or filing of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsreturns with respect thereto.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION ARCADA UNDER THIS AGREEMENT. The obligations of AFC to effect the Merger Arcada under this Agreement shall be further subject to the satisfaction satisfaction, at or prior to the Closing, of all of the following additional conditions, any one or more of which may be waived by AFCArcada: (a) each Each of the obligations or covenants of LISB UStel and Newco required to be performed by it them at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and respects. (b) Each of the representations and warranties of LISB UStel and Newco contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, correct in all material respects as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC , which shall be true and correct as of such earlier date, except in the case of such representations and warranties, where the failure to be true would not have, in the aggregate, a Material Adverse Effect on UStel. (c) UStel shall have furnished Arcada with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Section 7.3 as Arcada may reasonably request. (d) Since the date of this Agreement there shall have been no Material Adverse Effect with respect to UStel. (e) Arcada shall have received a certificate an opinion, dated the Effective Date, from Freshman, Marantz, Orlanski, Cooper & Klein, reasonably xxxxxxactxxx xo Arcada with respect to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB;matters set forth on Exhibit G hereto. (bf) all action required Arcada shall have received an opinion, dated the Effective Date, from Freshman, Marantz, Orlanski, Cooper & Klein, counsel to be taken byUXxxx, rexxxxxbly satisfactory to Arcada that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code. (g) Any consents, waivers, clearances, approvals and authorizations of regulatory or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and governmental bodies that are necessary in connection with the consummation by LISB of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISBobtained, and AFC shall have received certified copies none of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental consents, waivers, clearances, approvals or consents referred to authorizations shall contain any term or condition that is a term or condition that has not heretofore been normally imposed in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for such transactions and which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC Arcada or UStel. (after giving effect to h) Each executive officer and director of UStel identified on Disclosure Schedule 7.3(h) shall have entered into an affiliate agreement, substantially in the consummation form attached hereto as Exhibit F, as of the transactions contemplated hereby) date hereof pursuant to which each such person shall agree to vote all shares of UStel Common Stock owned by such person or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined over which he or she exercises voting power in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation favor of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation in any stockholder vote to obtain UStel Stockholder Approval. In addition, each member of the Merger; (f) AFC board of directors of UStel who is a representative of institutions that own shares of UStel Common Stock, but who do not as individuals have dispositive voting power for such shares, shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel agree to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory use his or her best efforts to AFC, substantially see that such shares are made subject to the effect that on same terms and conditions as outlined above regarding the basis voting of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly:shares. (i) No gain or loss will UStel shall be recognized by AFC, the Association or LISB as a result in compliance with all of the Merger; (ii) Except to quantitative and qualitative maintenance criteria required for continued listing of the extent of any cash received in lieu of a fractional share interest in AFC Common Stock, no gain or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC UStel Common Stock pursuant to on The Nasdaq SmallCap Market, and the Merger; (iii) The tax basis five day trading average closing price of AFC Common Stock received by stockholders who exchange their LISB the UStel Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized period ending on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may second to last trading day prior to Closing shall be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsgreater than $1.00.

CONDITIONS TO THE OBLIGATIONS. OF AFC TRFC AND THE ASSOCIATION UNDER THIS AGREEMENTTRFC BANK. The obligations of AFC TRFC and TRFC Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by AFCTRFC: (a) each of the obligations of LISB RBI and RBI Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of LISB RBI and RBI Bank contained in this Agreement shall be true and correct, subject to Sections 2.01 2.1 and 2.022.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC TRFC shall have received a certificate to the foregoing effect signed by the president chief executive officer and the chief financial or principal accounting officer of LISBRBI; (b) all action required to be taken by, or on the part of, LISB RBI and RBI Bank to authorize the execution, delivery and performance of this Agreement and the consummation by LISB RBI and RBI Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISBRBI or RBI Bank, as the case may be, and AFC TRFC shall have received certified copies of the resolutions evidencing such authorization; (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB RBI shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b5.1(b)) whose consent or approval shall be required in order to permit connection with the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrumentinstrument to which RBI or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC RBI (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) TRFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of RBI and its Subsidiaries; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC TRFC shall have received an opinion of Txxxxxx Xxxxxxx Xxxxxxxx & WxxxWood, counsel to AFCTRFC, dated as of the Effective Date Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFCTRFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFCRBI, the Association RBI Bank, TRFC or LISB TRFC Bank as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in AFC RBI Common Stock, no gain or loss will be recognized by the stockholders of LISB TRFC who exchange their LISB TRFC Common Stock for AFC RBI Common Stock pursuant to the Merger; (iii) The tax basis of AFC RBI Common Stock received by stockholders who exchange their LISB TRFC Common Stock for AFC RBI Common Stock in the Merger will be the same as the tax basis of LISB TRFC Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC RBI Common Stock received by each stockholder in the Merger will include the holding period of LISB TRFC Common Stock exchanged therefor, provided that such stockholder held such LISB TRFC Common Stock as a capital asset on the date of the MergerEffective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxx Xxxxxxxx & Wood Xxxx considers appropriate, (ix) representations made at the request of Txxxxxx Xxxxxxx Xxxxxxxx & Wxxx Wood by AFCRBI, LISBRBI Bank, TRFC, TRFC Bank, stockholders of AFC RBI or LISBTRFC, or any combination of such persons and (iiy) certificates provided at the request of Txxxxxx Xxxxxxx Xxxxxxxx & Wood Xxxx by officers of AFCRBI, LISB RBI Bank, TRFC and other appropriate persons.

CONDITIONS TO THE OBLIGATIONS. OF AFC AND THE ASSOCIATION UNDER THIS AGREEMENT. PARTIES HEREUNDER 6.1 The obligations of AFC to effect Company shall have received an independent opinion that the Merger shall be further subject Exchange Price is fair to the satisfaction Company, provided, however, that the Exchange Price shall only be reduced to the greater of the following additional conditions, any one or more of which may be waived by AFC: (a) each of the lowest price fixed for the conversion pursuant to the Convertible Debentures and (b) $0.10. In no event (other than a reverse stock split) shall the adjusted price be more than the original stated Exchange Price in Section 1.1(a). 6.2 As to the obligations of LISB the Company, a majority of the Company’s shareholders shall have approved the Exchange Transactions in accordance with the requirements of law and such approval shall have become effective. 6.3 NASDAQ shall accept the listing of the additional Shares. 6.4 A registration statement on Form S-1 for a public offering of the Company’s Common Stock with at least $10 million in net proceeds to the Company shall have been declared effective by the SEC and the sale of shares pursuant to such registration statement shall be consummated concurrently with the Exchange Transactions. 6.5 Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed performed, satisfied or complied with by it the Company at or prior to the Closing pursuant to Date. 6.6 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the terms of this Agreement Exchange Transactions. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been duly performed and complied with in all material respects and the representations and warranties enacted, entered, promulgated or endorsed by any court or governmental authority of LISB contained in this Agreement shall be true and correct, subject to Sections 2.01 and 2.02, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). AFC shall have received a certificate to the foregoing effect signed by the president and the chief financial or principal accounting officer of LISB; (b) all action required to be taken by, or on the part of, LISB to authorize the execution, delivery and performance of this Agreement and competent jurisdiction that prohibits the consummation by LISB of any of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of LISB, and AFC shall have received certified copies of the resolutions evidencing such authorization;this Agreement. (c) AFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the date of the Closing) from appropriate authorities as to the good standing of LISB and the corporate existence of LISB Bank; (d) LISB shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of LISB or any Subsidiary of LISB under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on AFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Neither a Distribution Date nor a Triggering Event, as such terms are defined in the LISB Rights Agreement, shall have occurred, and the LISB Rights 6.7 The Company shall not have become nonredeemable and shall not become nonredeemable upon consummation of filed for or be the Merger and the LISB Rights shall not become exercisable for capital stock of AFC upon consummation of the Merger; (f) AFC shall have received an opinion of Txxxxxx Xxxxxxxx & Wxxx, counsel to AFC, dated as of the Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to AFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by AFC, the Association or LISB as a result of the Merger; (ii) Except to the extent of any cash received in lieu subject of a fractional share interest filing for bankruptcy, reorganization or assignment for the benefit of creditors or similar relief in AFC Common Stock, no gain any Federal or loss will be recognized by the stockholders of LISB who exchange their LISB Stock for AFC Common Stock pursuant to the Merger; (iii) The tax basis of AFC Common Stock received by stockholders who exchange their LISB Common Stock for AFC Common Stock in the Merger will be the same as the tax basis of LISB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of AFC Stock received by each stockholder in the Merger will include the holding period of LISB Common Stock exchanged therefor, provided that such stockholder held such LISB Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Txxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Txxxxxx Xxxxxxxx & Wxxx by AFC, LISB, stockholders of AFC or LISB, or any combination of such persons and (ii) certificates provided at the request of Txxxxxx Xxxxxxxx & Wood by officers of AFC, LISB and other appropriate personsstate proceeding.