THE CAPITAL SECURITIES HELD BY THE
INVESTOR TO ONE OR MORE THIRD PARTIES NOT AFFILIATED WITH THE INVESTOR.
SECTION 5.9
QUALIFIED EQUITY OFFERING.
THE COMPANY AND THE INVESTOR AGREE,
FOR THE AVOIDANCE OF DOUBT, THAT NONE OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE DEEMED A QUALIFIED EQUITY OFFERING UNDER THE SECURITIES
PURCHASE AGREEMENT OR THE AMENDED WARRANT.
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SECTION 5.10
BANK OR THRIFT HOLDING COMPANY STATUS.
(A)
THE COMPANY SHALL MAINTAIN ITS STATUS AS A BANK HOLDING COMPANY (OR,
IF PERMITTED TO BECOME A SAVINGS AND LOAN HOLDING COMPANY IN ACCORDANCE WITH
SUBSECTION (B) BELOW, SUCH STATUS) FOR AS LONG AS THE INVESTOR OWNS ANY DEBT OR
EQUITY SECURITIES OF THE COMPANY OR AN AFFILIATE OF THE COMPANY ACQUIRED
PURSUANT TO THIS AGREEMENT.
(B)
THE COMPANY MAY BECOME A SAVINGS AND LOAN HOLDING COMPANY IN
ACCORDANCE WITH THE REQUIREMENTS OF THE HOME OWNERS' LOAN ACT AND APPLICABLE
REGULATIONS, PROVIDED THAT IT HAS DULY FULFILLED ANY COMMITMENTS TO OR OTHER
REQUIREMENTS OR OBLIGATIONS IMPOSED BY THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM.
SECTION 5.11
COMPLIANCE WITH EMPLOY AMERICAN WORKERS ACT.
UNTIL THE COMPANY
IS NO LONGER DEEMED A RECIPIENT OF FUNDING UNDER TITLE I OF EESA OR SECTION 13
OF THE FEDERAL RESERVE ACT FOR PURPOSES OF THE EAWA, AS THE SAME MAY BE
DETERMINED PURSUANT TO ANY REGULATIONS OR OTHER LEGALLY BINDING GUIDANCE
PROMULGATED UNDER EAWA, THE COMPANY SHALL COMPLY, AND THE COMPANY SHALL TAKE ALL
NECESSARY ACTION TO ENSURE THAT ITS SUBSIDIARIES COMPLY, IN ALL RESPECTS WITH
THE PROVISIONS OF THE EAWA AND ANY REGULATIONS OR OTHER LEGALLY BINDING GUIDANCE
PROMULGATED UNDER THE EAWA.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME
PRIOR TO THE CLOSING:
(A)
BY EITHER THE INVESTOR OR THE COMPANY IF THE CLOSING SHALL NOT HAVE
OCCURRED BY THE 60TH CALENDAR DAY FOLLOWING THE DATE HEREOF; PROVIDED, HOWEVER,
THAT IN THE EVENT THE CLOSING HAS NOT OCCURRED BY SUCH 60TH CALENDAR DAY, THE
PARTIES WILL CONSULT IN GOOD FAITH TO DETERMINE WHETHER TO EXTEND THE TERM OF
THIS AGREEMENT, IT BEING UNDERSTOOD THAT THE PARTIES SHALL BE REQUIRED TO
CONSULT ONLY UNTIL THE FIFTH DAY AFTER SUCH 60TH CALENDAR DAY AND NOT BE UNDER
ANY OBLIGATION TO EXTEND THE TERM OF THIS AGREEMENT THEREAFTER; PROVIDED,
FURTHER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS SECTION 6.1(A)
SHALL NOT BE AVAILABLE TO ANY PARTY WHOSE BREACH OF ANY REPRESENTATION OR
WARRANTY OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT SHALL HAVE
CAUSED OR RESULTED IN THE FAILURE OF THE CLOSING TO OCCUR ON OR PRIOR TO SUCH
DATE;
(B)
BY EITHER THE INVESTOR OR THE COMPANY IN THE EVENT THAT ANY
GOVERNMENTAL ENTITY SHALL HAVE ISSUED AN ORDER, DECREE OR RULING OR TAKEN ANY
OTHER ACTION RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND SUCH ORDER, DECREE, RULING OR OTHER ACTION
SHALL HAVE BECOME FINAL AND NONAPPEALABLE; OR
(C)
BY THE MUTUAL WRITTEN CONSENT OF THE INVESTOR AND THE