the execution of this Agreement, the Company
is entering into purchase agreements with certain other investors pursuant to
which the investors named therein will purchase shares of Common Stock subject
to the terms and conditions set forth therein (such purchase agreements,
together with this Agreement, the "Purchase Agreements").
NOW, THEREFORE, in consideration of the premises, and of the representations,
warranties, covenants and agreements set forth herein, the parties agree as
follows:
ARTICLE I
PURCHASE; CLOSING
1.1
Purchase. On the terms and subject to the conditions set forth
herein, the Investor will purchase from the Company, and the Company will sell
to the Investor, the Shares (the "Purchase") for the aggregate purchase price
set forth on Schedule A (the "Cash Proceeds").
1.2
Closing. (a)
The closing of the Purchase (the "Closing") will
take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd
Street, New York, New York 10019 at 10:00 a.m., New York time, on September 19,
2012 (the "Closing Date"), or at such later time as the last of the conditions
specified in Section 1.2(b) is satisfied or waived (other than those conditions
that by their nature can only be satisfied at the Closing but subject to their
satisfaction as of the Closing).
Prior to the Closing, the Investor shall
deliver to the Escrow Agent the Cash Proceeds, except as may otherwise be agreed
by the Investor and the Company.
At the Closing, (1) the Company shall deliver
to the Investor (A) physical certificates evidencing the Shares and (B) all
other documents to be delivered to the Investor pursuant to Section 1.2(b)(2);
and (2) except as may otherwise be agreed by the Investor and the Company, the
Company shall instruct the Escrow Agent to deliver the Cash Proceeds by wire
transfer of immediately available funds to an account or accounts designated by
the Company.
(B)
CLOSING CONDITIONS.
(1)
THE OBLIGATION OF THE COMPANY TO CONSUMMATE THE CLOSING IS
SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
THE COMPANY SHALL HAVE ENTERED INTO PURCHASE AGREEMENTS
PROVIDING FOR THE SALE OF SHARES OF COMMON STOCK BY THE COMPANY TO THE INVESTORS
PARTY THERETO (SUCH INVESTORS, OTHER THAN THE INVESTOR, THE "OTHER INVESTORS")
IN EXCHANGE FOR AGGREGATE PROCEEDS OF $12,500,000, AND THE CLOSINGS UNDER THE
OTHER PURCHASE AGREEMENTS SHALL OCCUR AND BECOME EFFECTIVE SIMULTANEOUSLY WITH
THE CLOSING;
(B)
THE TRANSACTIONS CONTEMPLATED BY EACH OF THE LOAN PURCHASE
AGREEMENTS ENTERED INTO BY THE SUFFOLK COUNTY NATIONAL BANK OF RIVERHEAD (THE
"BANK") ON THE CLOSING DATE SHALL HAVE CLOSED;
(C)
THE REPRESENTATIONS AND WARRANTIES OF THE INVESTOR CONTAINED IN
THIS AGREEMENT SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE HEREOF AND ON AND
AS OF THE CLOSING DATE AS IF MADE ON AND AS OF THE CLOSING DATE (EXCEPT FOR ANY
SUCH REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE AS OF THE DATE HEREOF OR AS OF
ANOTHER DATE, WHICH SHALL BE TRUE AND CORRECT AS OF SUCH DATE); AND
(D)
THE INVESTOR SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ALL