Waiver Of Right To Jury Trial.
TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ISSUER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN
CONNECTION WITH THIS AGREEMENT OR THE SUBORDINATED NOTE, OR ANY OTHER STATEMENTS
OR ACTIONS OF ISSUER OR THE NOTEHOLDER.
ISSUER ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL.
ISSUER FURTHER
ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS
OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY ISSUER AND ISSUER'S COUNSEL
AND IS A MATERIAL INDUCEMENT FOR NOTEHOLDER TO ENTER INTO THIS AGREEMENT AND THE
SUBORDINATED NOTE AND (c) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH
TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
20
IN WITNESS WHEREOF, the parties hereto have caused this Subordinated Note
Purchase Agreement to be executed by their duly authorized representatives as of
the date first above written.
ISSUER:
DNB Financial Corporation
By:
Name: William S. Latoff
Title: Chairman and CEO
[ISSUER SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]
NOTEHOLDER:
Jersey Shore State Bank
By:
Name: Richard A. Grafmyre
Title: President
[NOTEHOLDER SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]
EXHIBIT A
Form of Unsecured Promissory Note