Common use of Standby Purchase Commitment Clause in Contracts

Standby Purchase Commitment. 2.1 If and to the extent New Shares are not purchased by the Company’s other stockholders (the “Unsubscribed Shares”) pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all such Unsubscribed Shares, up to an aggregate limit of 1,000,000 Unsubscribed Shares for an aggregate Subscription Price of $412,500.00, and the Standby Purchaser shall have been deemed to exercise Rights to purchase such Unsubscribed Shares immediately prior to the expiration of the Rights Offering; provided, that the Standby Purchaser and the Company hereby acknowledge and agree that the Company contemplates entering into one or more other Standby Purchase Agreements with certain other parties; provided, further, if the number of Unsubscribed Shares is less than the aggregate number of Unsubscribed Shares agreed to be purchased by all Standby Purchasers, the Unsubscribed Shares available for issuance to Standby Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Unsubscribed Shares agreed to be purchased by each such Standby Purchaser, after giving effect to the limitations set forth herein.

Standby Purchase Commitment. 2.1 If and to upon the extent New Shares are not purchased by the Company’s other stockholders (the “Unsubscribed Shares”) pursuant to the exercise expiration of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights OfferingOffering there are any Remaining Shares, the each Standby Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the such Standby PurchaserPurchaser (or its designee), at the Subscription Price, all such Unsubscribed Shares, up to an aggregate limit its Pro Rata Portion of 1,000,000 Unsubscribed the lesser of the First Standby Shares for an aggregate Subscription Price of $412,500.00, and the Standby Purchaser shall have been deemed to exercise Rights to purchase such Unsubscribed Shares immediately prior to the expiration of the Rights Offering; provided, that the Standby Purchaser and the Company hereby acknowledge and agree that the Company contemplates entering into one or more other Standby Purchase Agreements with certain other parties; provided, further, if Remaining Shares. If the number of Unsubscribed Remaining Shares is less greater than the aggregate number of Unsubscribed Shares agreed to be purchased First Standby Shares, and if following exercise by all Standby Purchasers, the Unsubscribed Shares available for issuance to Standby Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon Company’s stockholders of the maximum number of Unsubscribed Shares agreed to be purchased by each such Standby Purchaser, Oversubscription Rights and after giving effect to all of the limitations set forth hereinStandby Purchasers’ purchase of shares pursuant to the immediately preceding sentence there are Unsubscribed Shares available, each Standby Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to such Standby Purchaser (or its designee), at the Subscription Price, its Pro Rata Share of the lesser of such remaining Unsubscribed Shares and the Maximum Additional Standby Shares (the lesser of the foregoing (if any), together with the First Standby Shares that the Standby Purchasers are obligated to purchase hereunder, the “Standby Shares”). Each Standby Purchaser acknowledges that the precise number of Standby Shares it will be obligated to purchase hereunder is yet to be determined, and could be its Pro Rata Portion of the full number of First Standby Shares and Maximum Additional Standby Shares. The offering of the Standby Shares to the Standby Purchasers is referred to herein as the “Standby Offering”.

Standby Purchase Commitment. 2.1 (i) If and to the extent New Unsubscribed Shares are not purchased by the Company’s other stockholders (the “Unsubscribed Shares”) shareholders pursuant to the exercise of Rights (including both the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such remaining Rights immediately prior to the expiration of the Rights Offering and shall be entitled to, and hereby agrees to to, purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all such remaining Unsubscribed Shares. The Standby Purchaser also hereby agrees to exercise all of its Basic Subscription Privileges and Over-Subscription Privileges in full. Notwithstanding the foregoing, up the Company shall not be required to an aggregate limit of 1,000,000 Unsubscribed issue any New Shares for an aggregate Subscription Price of $412,500.00to the Standby Purchaser, and the Standby Purchaser shall have been deemed to exercise Rights not be required to purchase such Unsubscribed Shares immediately prior New Shares, to the expiration extent the issuance and sale of such New Shares would require the approval (the “Approvals”) of the Rights Offering; providedCompany’s shareholders or any bank regulatory or other governmental authority under applicable law. If any Approvals are required for the issuance and sale of any New Shares to the Standby Purchaser, that then the Company shall be required to sell to the Standby Purchaser, and the Standby Purchaser and shall be required to purchase from the Company hereby acknowledge and agree that the Company contemplates entering into one or more other Standby Purchase Agreements with certain other parties; providedhereunder, further, if the only such number of Unsubscribed New Shares is less than the aggregate number of Unsubscribed Shares agreed to as may be purchased by all Standby Purchasers, the Unsubscribed Shares available for issuance to Standby Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Unsubscribed Shares agreed to be purchased by each such Standby Purchaser, after giving effect sold to the limitations set forth hereinStandby Purchaser without obtaining the Approvals.