Common use of Refund of Purchase Price Clause in Contracts

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interestinterest at the Bank's current passbook rate, if applicable, from the date payment is received as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 44(a), 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 1,912,500 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded promptly to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Offering is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, at the Bank’s current passbook savings rate, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 904,103 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 2,380,000 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 2,040,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interestinterest at the Association's current passbook rate, if applicable, from the date payment is received as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 44(a), 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interestinterest at the Bank's current passbook rate, if applicable, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 4,675,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares in the subscription and community offerings shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 331,500 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Offering is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interestinterest at the Bank’s current passbook savings rate, if applicable, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 425,000 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 2,295,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 33,150,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 850,000 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate be terminated and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary HVB Parties shall have any obligation to the other except that (i) the Primary HVB Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary HVB Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 451,563 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is Merger and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 36,170 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion and Offering is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate be terminated and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Century Parties shall have any obligation to the other except that (i) the Primary Century Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Century Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 510,000 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 523,069 Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Monadnock Parties shall have any obligation to the other except that (i) the Primary Monadnock Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Monadnock Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 7,905,028 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Offering is not ------------------------ consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, at the Bank's current passbook savings rate, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 3,081,250 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is Offerings are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 1,997,500 Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the ProspectusProspectus and the Plan. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion and Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 4,717,500 Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded refunds placed in the mail to them promptly of the full amount which has been received from such person, together with interest, if applicable, interest as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Rome Parties shall have any obligation to the other except that (i) the Primary Rome Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Rome Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 2,034,050 Offer Shares (subject to adjustment to as few as 1,728,943 Offer Shares) during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares in the subscription and community offerings shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent Agents nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent Agents of a warranty, representation, representation or covenant; and (ii) the Agent Agents shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 3,293,750 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 892,500 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, at the Bank’s current passbook savings rate, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 53,975,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 7,820,000 Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate be terminated and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Cape Parties shall have any obligation to the other except that (i) the Primary Cape Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Cape Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Reorganization is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Conversion Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interestinterest at the Bank's current annual passbook rate, if applicable, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 48, 9, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and , (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant; and (iii) the Agent shall be entitled to retain the $25,000 fee it has received pursuant to Section 4(a) hereof.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 2,295,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares in the subscription and community offerings shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 1,593,750 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 3,346,875 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 2,635,000. Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 [min] Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares in the subscription and community offerings shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 5,578,125 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 2,337,500 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares in the subscription and community offerings shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 2,550,000 Conversion Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Conversion Shares as shall be established consistent with the Plan and with the Conversion Regulationsapproval of the Department and the FRB, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Conversion Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 11,475,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares in the Subscription Offering and Community Offering shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent Representative nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent Agents of a warranty, representation, representation or covenant; and (ii) the Agent Representative shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 3,346,875 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded promptly to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion Offering is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer the Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations), this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interestinterest at the Bank's current passbook savings rate, if applicable, from the date payment is received to the date said refund is made as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 98, 11, 10 and 12 11 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 10 and 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 8,712,500 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 8,287,500 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is Offerings are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer 2,558,500 Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Reorganization Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 1,275,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 5,578,125 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent Agents nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent Agents of a warranty, representation, representation or covenant; and (ii) the Agent Agents shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is Merger and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer Shares during the Offering (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.

Refund of Purchase Price. In the event that the Conversion is Offerings are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Offer Shares during the Offering Offerings (including any permitted extension thereof) or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Offer Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the ProspectusProspectus and the Plan. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation, representation or covenant.