Non-Fulfillment of Obligations of Seller and/or the Seller Stockholders. If Seller and/or the Seller Stockholders shall fail to cause the Holding Company Acquisition or either of the Mergers to close notwithstanding the fulfillment of all of the conditions of Paragraph 16 hereof, and, as a consequence, there is a Stockholder Failure, Seller and the Seller Stockholders shall jointly reimburse to MB and/or its subsidiaries and affiliates or all of their respective expenses, of every kind and description, relating to this Agreement, the Bank Merger Agreement and the transactions contemplated hereby and thereby, not to exceed, in the aggregate, the amount of $500,000, payable immediately upon the occurrence of such Stockholder Failure. If thereafter (i) any agreement is entered into by Seller, the Seller Stockholders or any of the Affiliated Seller Entities to effect a merger, sale of assets or other transaction intended to cause a change of control of Seller or any of the Affiliated Seller Entities, or a tender or exchange offer is made to any of the aforesaid stockholders for the same purpose, and (ii) neither MB, nor any of its subsidiaries or affiliates, is a party thereto, and (iii) the making of such agreement or the initiation of such tender or exchange offer occurs within twelve (12) months after such Stockholder Failure, Seller and the Seller Stockholders shall jointly pay to MB the aggregate additional amount of $1,175,000. Such additional amount shall be due at the closing of the transaction contemplated by such agreement or tender or exchange offer. If, however, MB or any of its subsidiaries or affiliates is a party to such transaction, then the $1,750,000 will not be payable to them hereunder and the expense reimbursement previously paid to them shall be returned to Seller and the Seller Stockholders upon consummation of such transaction.
