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JIYA ACQUISITION CORP. 780 Third Avenue November 18, 2020 Jiya Holding Company LLC 638 Middlefield Road Palo Alto, CA 94301 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among Jiya Acquisition Corp. (the “Company”) and Jiya Holding Company LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”): 1. The Sponsor shall make available, or cause to be made available, to the Company, at 638 Middlefield Road, Palo Alto, CA 94301 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and 2. The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York. [Signature Page Follows] 2 Very truly yours, JIYA ACQUISITION CORP. By: /s/ Rekha Hemrajani Name: Rekha Hemrajani Title: Chief Executive Officer AGREED AND ACCEPTED BY: JIYA HOLDING COMPANY LLC By: /s/ Richard Van Doren Name: Richard Van Doren Title: Chief Financial Officer [Signature Page to Administrative Services Agreement] 3
Name: Commission Regulation (EEC) No 1722/93 of 30 June 1993 laying down detailed rules for the application of Council Regulations (EEC) No 1766/92 and (EEC) No 1418/76 concerning production refunds in the cereals and rice sectors respectively Type: Regulation Subject Matter: agricultural structures and production; plant product; foodstuff Date Published: nan Avis juridique important\|31993R1722Commission Regulation (EEC) No 1722/93 of 30 June 1993 laying down detailed rules for the application of Council Regulations (EEC) No 1766/92 and (EEC) No 1418/76 concerning production refunds in the cereals and rice sectors respectively Official Journal L 159 , 01/07/1993 P. 0112 - 0122 Finnish special edition: Chapter 3 Volume 50 P. 0151 Swedish special edition: Chapter 3 Volume 50 P. 0151 COMMISSION REGULATION (EEC) No 1722/93 of 30 June 1993 laying down detailed rules for the application of Council Regulations (EEC) No 1766/82 and (EEC) No 1418/76 concerning production refunds in the cereals and rice sectors respectivelyTHE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to Council Regulation (EEC) No 1766/92 of 30 June 1992 on the common organization of the market in cereals (1), and in particular Article 7 thereof, Having regard to Council Regulation (EEC) No 1418/76 of 21 June 1976 on the common organization of the market in rice (2), as last amended by Regulation (EEC) No 1544/93 (3), and in particular Article 9 thereof, Whereas, in view of the special situation of the market in starch, and particularly the need to keep prices competitive in relation to starch produced in third countries and imported as goods in respect of which the import arrangements do not provide sufficient protection for Community producers, Regulations (EEC) No 1766/92 and (EEC) No 1418/76 provide for the grant of a production refund to enable the user industries concerned to have access to starch and certain derivatives at a lower price than that which would result from applying the rules of the common organization of the market in the products in question; Whereas, pursuant to Article 7 of Regulation (EEC) No 1766/92 and Article 9 of Regulation (EEC) No 1418/76, it is necessary to adopt detailed rules for the grant of production refunds, including rules for control and payment, so that he same rules are applied in all Member States; Whereas the abovementioned Regulations provide for a list to be drawn up of of products the manufacture of which uses starch giving rise to entitlement to the refund; whereas such a list must be capable of amendment on the basis of fixed criteria; Whereas, to ensure that control measures are effective, provision should be made for beneficiaries of the refund to be approved in advance by the Member States in whose territory the abovementioned products are manufactured; Whereas it is necessary to define how the production refund is to be calculated how often it is to be fixed; whereas the most satisfactory calculation method is at present based on the difference between the intervention price for cereals and the price used to calculate the import levy; whereas, for reasons of stability, the production refund should as a general rule be fixed every month; whereas, as a means of checking that the production refund is of the correct value, the prices of maize and wheat should be monitored on the world and Community markets; Whereas production refunds are to be paid for the use of starch and certain derived products in the manufacture of certain goods; whereas detailed information is required to facilitate the appropriate control and payment of the production refunds to applicants; whereas the competent authority in the Member State concerned should be empowered to require applicants to supply any information and allow any checks or inspections necessary to effect such controls; Whereas the manufacturer of the product may not necessarily use basic starch; whereas it is therefore necessary to draw up a list of certain products derived from starch the use of which will give the manufacturer the right to receive the refund; Whereas the origin of the raw materials of the starch used in the manufacture of products eligible for production refunds must be specified; Whereas the special characteristics of esterified or etherified starch could lead to certain speculative processing operations designed to receive the production refund more than once; whereas, so as to prevent such speculation, measures are needed to ensure that esterified or etherified starch is not reprocessed into a raw material the use of which gives the right to apply for a refund; Whereas the production refund should not be paid until processing has taken place; whereas, once processing has taken place, payment should be made within five months following verification by the competent authority that the starch has been processed; whereas, however, it should be possible for the manufacturer to receive an advance before completion of the controls; Whereas the agricultural conversion rate for the refund applicable in national currency should be specified, without prejudice to the possibility of advance fixing in accordance with Articles 13 to 17 of Commission Regulation (EEC) No 1068/93 (4); Whereas Commission Regulation (EEC) No 2220/85 of 22 July 1985 laying down common detailed rules for the application of the system of securities for agricultural products (5), as last amended by Regulation (EEC) No 3745/89 (6), applies to the arrangements provided for in this Regulation; whereas, therefore, the primary requirements of the obligations incumbent on manufacturers and guaranteed by the lodging of a security should be defined; Whereas this Regulation incoporates, whilst adapting them, the provisions of Commission Regulation (EEC) No 2169/86 (7), as last amended by Regulation (EEC) No 1398/91 (8), whereas that Regulation should therefore be repealed; Whereas the measures provided for in this Regulation are in accordance with the opinion of the Management Committee for Cereals, HAS ADOPTED THIS REGULATION: Article 1 1. A production refund (hereinafter called 'refund') may be granted to natural or legal persons using starch extracted from wheat, maize, rice, broken rice or potatoes, or certain derived products, in the manufacture of the goods listed in Annex I. 2. The list referred to in paragraph 1 may be amended to take account of the level of competition with third countries, and the degree of protection against such competition afforded by the mechanisms of the common agricultural policy, the Commission Customs Tariff or otherwise. 3. At the time of the decision to grant a refund, other factors shall be taken into account, in particular: - the progress made in the technology of starch manufacture and utilization, - the degree to which starch is incorporated in the final product and/or the relative value of starch in the final product and/or the importance of the product as an outlet for starch, in the light of competition with other products. 4. The grant of a refund for a product may not cause distortion in the conditions of competition with other products which are not eligible for such refunds. 5. Should it be estabished that distortion has occurred following the grant of a refund, that refund shall: - be abolished, or - adjusted, in so far as is necessary to eliminate the distortion in the conditions of competition. 6. Starches imported into the Community under an import scheme which gives rise to a levy reduction may not benefit from a production refund. 7. The decisions provided for in this Article shall be adopted by the Commission in accordance with the procedure laid down in Article 23 of Regulation (EEC) No 1766/92 and Article 27 of Regulation (EEC) No 1418/76, as applicable. Article 2 For the purposes of this Regulation the following definitions shall apply: - 'starch' means basic starch or a product derived from starch as listed in Annex II to this Regulation, - 'approved products' means any of the products listed in Annex I, - 'the manufacturer' means the user of the starch for the production of approved products. Article 3 1. In cases where a refund is granted, it shall be fixed once a month. 2. The refund per tonne of starch shall be calculated on the basis inter alia of the difference between: (i) the intervention price for cereals for the month in question taking account of the diffrences in the market prices for maize; and (ii) the average of the cif prices used to calculate the import levy for maize during the first 25 days of the month preceding the month of application, mulitplied by a coefficient of 1,60. 3. In the event of significant fluctuations in the market prices for maize and/or wheat in the Community or on the world market during the period defined in paragraph 1, the refund calculated in accordance with paragraph 2 may be altered to take account of such fluctuations. 4. The refund payable shall be that calculated in accordance with paragraph 2 and, where applicable, paragraph 3, multiplied by the coefficient indicated in Annex II which corresponds to the CN code of the starch actually used to manufacture the approved products. 5. The refund fixed in accordance with paragraphs 1 to 4 shall, where necessary, be corrected by the accession compensatory amountg applicable for the type of starch in question. 6. The decisions provided for in this Article shall be adopted by the Commission in accordance with the procedure laid down in Article 23 of Regulation (EEC) No 1766/92 and Article 27 of Regulation (EEC) No 1418/76, as applicable. Article 4 1. Manufacturers who intend to claim refunds should apply to the competent authority in the Member State where the starch is be used, giving the following information: (a) the name and address of the manufacturer; (b) the range of products in which starch is used, including those which are on the list in Annex I and those which are not, giving a full description and the CN codes; (c) where different from (a), the address(es) of the place(s) where the starch is to be processed into an approved product. Member States may ask the manufacturer for additional information. 2. Manufacturers shall submit a written undertaking to the competent authority, allowing the competent authorities to carry out all checks and inspections required to monitor the use of the starch and that they will provide any information required. 3. The competent authority shall take measures to ensure that the manufacturer is established and officially recognized in the Member State. 4. On the basis of the information specified in paragraphs 1 and 2, the complete authority shall draw up a list of approved manufacturers which it shall keep up to date. Only manufacturers thus approved shall be entitled to claim a refund in accordance with Article 5. Article 5 1. If the manufacturer wishes to apply for a refund, he must address himself in writing to his competent authority to obtain a refund certificate. 2. The application must specify: (a) the name and address of the manufacturer; (b) the quantity of starch to be used; (c) in the case of manufacture of a product falling within CN code 3505 10 50, the quantity of starch which will be used; (d) the place(s) where the starch will be used; (e) the planned dates of the processing operations. 3. The application shall be accompanied by: - the lodging of a security in accordance with Article 8, - a declaration by the supplier of the starch that the product to be used has been produced in accordance with footnote 4 of Annex II. 4. Member States may require additional information. Article 6 1. As soon as applications submitted in accordance with Article 5 are received, the competent authority shall verify them and shall issue the refund certificate forthwith. 2. Member States shall use national forms for the refund certificate which, without prejudice to the other provisions of Community legislation, shall contain at least the information specified in paragraph 3. 3. The refund certificate shall include the information referred to in Article 5 (2), as well as the rate of the refund payable and the final day of validity of the certificate, which shall be the last day of the fifth month following the month of issue. However, during July and August of the 1993/94, 1994/95 and 1995/96 marketing years, certificates shall be valid only until the last day of the month during which the certificate was issued. 4. The rate of refund stated on the certificate shall be that applicable on the date of receipt of the application. However, where any of the quantity of starch quoted on the certificate is processed during the cereals marketing year following that in which the application was received, the refund payable for that starch which is processed in the new marketing year shall be adjusted according to the difference between the intervention price used for the calculation of the refund payable, as defined in Article 3 (2), and that applicable in the month of procession, multiplied by a coefficient of 1,60. The conversion rate to be used to express the amount of the refund in national currency shall be that valid on the day on which the starch was processed. Article 7 1. Manufacturers in possession of a refund certificate delivered in accordance with Article 6 shall be entitled, provided all the requirements of this Regulation have been met, to request payment of the refund indicated on the certificate, after the starch has been used in the manufacture of the approved products concerned. 2. Rights under the certificate shall not be transferable. Article 8 1. The issue of a certificate shall be subject to the lodging of a security by the manufacturer with the competent authority, equal to ECU 15 per tonne of basic starch, where appropriate multiplied by the coefficient corresponding to the type of starch to be used as shown in Annex II. 2. The security shall be released in accordance with Regulation (EEC) No 2220/85. The primary requirement within the meaning of Article 20 of that Regulation shall be the processing of the quantity of starch stated on the application into approved products (as defined) within the period of validity of the certificate. However, if a manufacturer has processed at least 90 % of the quantity of starch stated on the application, he shall be deemed to have fulfilled the aforesaid primary requirement. Article 9 1. The definitive payment of the refund may be made only after the manufacturer has notified the competent authority of the following information: (a) the date or dates of purchase and delivery of the starch; (b) the name and address of the suppliers of the starch; (c) the name and address of the producers of the starch; (d) the date or dates on which the starch was processed; (e) the quantity and type of starch, including the CN codes, which has been used; (f) the quantity of the approved product shown on the certificate and manufactured using the starch. 2. Where the product mentioned on the certificate falls within CN code 3505 10 50, the notification referred to in paragraph 1 shall be accompanied by the lodging of a security equal to the production refund payable on the manufacture of the product in question. 3. Before payment, the competent authority shall establish that the starch has been used for the manufacture of the approved products in accordance with the information stated on the certificate. This will normally be achieved using administrative checks, but these should be supported by physical checks where necessary. 4. All checks provided for in this Regulation shall be completed within five months of the date on which the competent authority received the information required in paragraph 1. 5. Where the quantity of starch processed is greater than the quantity shown on the certificate, then the extra quantity, up to a limit of 5 %, shall be deemed to have been processed under that document, conferring a right to the refund indicated thereon. Article 10 1. The security provided for in Article 9 (2) shall be released only once the competent authority has received proof that the product falling within CN code 3505 10 50 has been: (a) used within the customs territory of the Community to manufacture products other than those listed at Annex II; or (b) exported to third countries. In the case of direct export to third countries, the security shall be released only once the competent authority has received proof that the product in question has left the customs territory of the Community. 2. The proof referred to in paragraphe 1 (a) shall consist of a declaration submitted by the manufacturer to the competent authority, indicating: - whether the product in question is to be processed, - that the product will be used to manufacture only products other than those listed in Annex II, - that the product in question will be sold only to a party who will make the undertaking mentioned in the second indent, on the basis of either a contractual clause established for that purpose or a specific condition mentioned in the sales invoice; the manufacturer shall retain a copy of the sales contract or of the sales invoice, to be kept at the disposal of the competent authority, - that he is aware of the provisions of paragraph 7, - the name and address of the party who receives the product and the quantity involved if the product is transferred, - the number of the T 5 control copy if the buyer is located in another Member State. 3. At the end of each quarter, the manufacturer shall forward copies of the declaration referred to in paragraph 2 to his competent authority within 20 working days. On receipt, the competent authority concerned shall forward the same documents to the competent authority of the buyer within 20 working days. 4. Both manufacturers and buyers of the product falling within CN code 3505 10 50 must have stock records of a type approved by the Member States so that compliance with the undertakings and information contained in the manufacturer's declaration referred to in paragraph 2 can be verified. 5. (a) The verification provided for in paragraph 4 shall be made by the competent authorities of the manufacturer and of the buyer at the end of each quarter. Such checks shall focus on overall data relating to that period for the manufacturers and buyers concerned, and on at least 10 % of all the transactions and utilizations which have taken place. Checks on such verification shall be determined by the competent authorities on the basis of a risk analysis. Each verification operation must be completed not later than five months after the end of each quarter. The competent authority of the manufacturer must have the results of each verification at its disposal not later than 20 working days after the end of each check. Where such verifications take place in two or more Member States, the competent authorities concerned shall communicate the results of the verifications made as part of the procedures referred to in Council Regulation (EEC) No 1468/81 of 19 May 1981 concerning mutual assistance (9). (b) If irregularities are found in 3 % or more of the checks referred to at (a), the competent authorities shall intensify checks. (c) Where the results of verifications so warrant, the authority which released the security shall apply the penalty provided for in paragraph 7 to the manufacturer concerned. 6. When the product in question is the subject of intra-Community trade or is exported to third countries via the territory of another Member State, a T 5 control copy shall be issued in accordance with Commission Regulation (EEC) No 3566/92 (10). Box 104 of the control copy shall include, under the heading 'Other', one of the following: Se utilizarÃ ¡ para la transformaciÃ ³n o la entrega, de conformidad con el artÃ culo 10 del Reglamento (CEE) no 1722/93 o para la exportaciÃ ³n a partir del territorio aduanero de la Comunidad. Til forarbejdning eller levering i overensstemmelse med artikel 10 i forordning (EOEF) nr. 1722/93 eller til udfoersel fra Faellesskabets toldomraade. Zur Verarbeitung oder Lieferung gemaess Artikel 10 der Verordnung (EWG) Nr. 1722/93 oder zur Ausfuhr aus dem Zollgebiet der Gemeinschaft bestimmt. Pros chrisi gia metapoiisi i paradosi symfona me to arthro 10 toy kanonismoy (EOK) arith. 1722/93 i gia exagogi apo to teloneiako edafos tis Koinotitas. To be used for processing or delivery in accordance with Article 10 of Commission Regulation (EEC) No 1722/93 or for export from the customs territory of the Community. Ã utiliser pour la transformation ou la livraison, conformÃ ©ment Ã l'article 10 du rÃ ¨glement (CEE) no 1722/93 ou pour l'exportation Ã partir du territoire douanier de la CommunautÃ ©. Da utilizzare per la trasformazione o la consegna, conformemente all'articolo 10 del regolamento (CEE) n. 1722/93 o per l'esportazione dal territorio doganale della ComunitÃ . Bestemd voor verwerking of levering overeenkomstig artikel 10 van Verordening (EEG) nr. 1722/93 of voor uitvoer uit het douanegebied van de Gemeenschap. A utilizar para transformaÃ §ao ou entrega, em conformidade com o disposto no artigo 10o do Regulamento (CEE) no 1722/93, ou para exportaÃ §ao a partir do territÃ ³rio aduaneiro da Comunidade. 7. If the conditions laid down in paragraphs 1 to 6 are not met, the competent authority of the Member State concerned shall, without prejudice to national sanctions, require payment of an amount equivalent to 150 % of the highest refund applicable to the product in question during the 12 preceding months. Article 11 1. The refund quoted on the certificate shall be paid only for the quantity of starch actually processed. At the same time, the security referred to in Article 8 (1) shall be released in accordance with Title V of Regulation (EEC) No 2220/85. 2. The refund shall be paid not later than five months after the date on which the check provided for in Article 9 (3) is completed. However, at the request of the manufacturer, the competent authority may advance a sum equivalent to the refund 30 days after receipt of the said information. Apart from cases where the product falls within CN code 3505 10 50, this advance shall be subject to the lodging of a security by the manufacturer equal to 115 % of the sum advanced. The security shall be released in accordance with Article 19 (1) of Regulation (EEC) No 2220/85. Article 12 Within three months of the end of each period as defined in Article 3 (1), Member States shall notify the Commission of the type, quantities and origin of starch (maize, wheat, potatoes or rice) for which refunds have been paid and the type and quantities of products for which the starch has been used. Article 13 Regulation (EEC) No 2169/86 is hereby repealed. Article 14 This Regulation shall enter into force on 1 July 1993. For the purpose of releasing the security pursuant to Article 7 of Regulation (EEC) No 2169/86, Article 10 shall also apply in the case of files which are still open at the time of the entry into force of this Regulation. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 30 June 1993. For the Commission RenÃ © STEICHEN Member of the Commission (1) OJ No L 181, 1. 7. 1992, p. 21. (2) OJ No L 166, 25. 6. 1976, p. 1. (3) OJ No L 154, 25. 6. 1993, p. 5. (4) OJ No L 108, 1. 5. 1993, p. 106. (5) OJ No L 205, 3. 8. 1985, p. 5. (6) OJ No L 364, 14. 12. 1989, p. 54. (7) OJ No L 189, 11. 7. 1986, p. 12. (8) OJ No L 134, 29. 5. 1991, p. 19. (9) OJ No L 144, 2. 6. 1981, p. 1. (10) OJ No L 362, 11. 12. 1992, p. 11. ANNEX I Products for which starch and/or its derivatives are used falling within the following codes and chapters of the combined nomenclature /* Tables: see OJ / ANNEX II / Tables: see OJ */ (1) The coefficient shown applies to starch with a dry matter content at a least 87 % in the case of maize, rice and wheat starches, and at least 80 % in the case of potato starch. The production refund payable for basic starch of a lower dry matter content than that shown is to be adjusted using the following formula: 1. Maize, rice of wheat starch: Actual % dry matter 87 Ã Production refund 2. Potato starch: 3 Actual % dry matter 80 Production refund The dry matter content of starch is determined by the method laid down in Annex II to Commission Regulation (EEC) No 1908/84 (OJ No L 178, 5. 7. 1984, p. 22). Where the production refund is paid for starch falling with CN code 1108, the purity of starch in the dry matter must be at least 97 %. When determining the degree of purity of starch, the method to be used in that set out in Annex III to this Regulation. (2) The production refund is payable for products falling within CN codes with a dry matter content of at least 78 %. The production refund payable for products falling within these CN codes with a dry matter content lower than 78 % is to be adjusted using the following formula: Actual % dry matter 78 Ã Production refund (3) he production refund is payable for D-glucitol (sorbitol) in aqueous solution with a dry matter content of at least 70 %. Where the dry matter content is lower than 70 %, the production refund is to be adjusted using the following formula: Actual % dry matter 70 Ã Production refund (4) Directly produced from maize, wheat, rice or potatoes, with the exclusion of all use of by-products obtained at the time of the manufacture of other agricultural products or merchandise. (5) The production refund is payable for the actual starch or dextrin dry matter content. ANNEX III The degree of purity of the starch in dry matter is determined with the aid of the modified polarimetric Ewers method, published in Annex I to the third Commission Directive 72/199/EEC (1) setting out the Community methods of analysis for the official control of animal feed. (1) OJ No L 123, 29. 5. 1972, p. 6.
Exhibit 16.1 January 26, 2012 Office of the Chief Accountant Securities and Exchange Commission 100F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K dated January 27, 2012 of One E-Commerce Corporation (the "Company") to be filed with the Securities and Exchange Commission and we agree with such statements insofar as they relate to our dismissal and our audit for the years ended December 31, 2010 and 2009, and our reviews of interim financial statements. We cannot confirm or deny that the appointment of PKF Certified Public Accountants was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors. Very truly yours, /s/ PMB Helin Donovan, LLP PMB Helin Donovan, LLP Austin, Texas
Exhibit 1.1 FIRSTBANK CORPORATION (a Michigan corporation) 33,000 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A Preferred Stock UNDERWRITING AGREEMENT ●, 2012 ● as Representatives of the several Underwriters ● and ● Ladies and Gentlemen: Firstbank Corporation, a Michigan corporation (the “Company”), Firstbank-Alma, Firstbank (Mt. Pleasant), Firstbank-West Branch, Keystone Community Bank and Firstbank-West Michigan (each, a “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with ● and ● (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section11 hereof), for whom ● and ● are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A Preferred Stock, no par value per share, of the Company (the “Preferred Stock”) set forth in ScheduleA hereto.The aforesaid 33,000 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.” The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on FormS-1 (File No.333-180773) covering the resale of certain securities of the Company from time to time, including the Securities to be sold by the Selling Shareholder under this Agreement, under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”).Promptly after delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with the provisions of Rule 430A of the 1933 Act Regulations (“Rule 430A”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”).The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is referred to herein as the “Rule 430A Information.”Such registration statement has been declared effective by the Commission under the 1933 Act.Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated by reference therein at such time pursuant to Item12 of FormS-1 under the 1933 Act and the Rule 430A Information, is referred to herein as the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, including the exhibits and schedules thereto as of such time, the documents incorporated by reference therein at such time pursuant to Item12 of FormS-1 under the 1933 Act and the Rule 430A Information.Each preliminary prospectus supplement and the base prospectus used in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item12 of FormS-1 under the 1933 Act immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a “preliminary prospectus.”The final prospectus supplement and the base prospectus, in the form first furnished to the Underwriters for use in connection with the offering and sale of the Securities, including the documents incorporated by reference therein pursuant to Item12 of FormS-1 under the 1933 Act immediately prior to the Applicable Time, are collectively referred to herein as the “Prospectus.”For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“EDGAR”). As used in this Agreement: “Applicable Time” means [:00 P./A.M.], New York City time, on [INSERT DATE] or such other time as agreed by the Company and the Representatives. “General Disclosure Package” means each Issuer General Use Free Writing Prospectus, the most recent preliminary prospectus furnished to the Underwriters for general distribution to investors prior to the Applicable Time and the information specified in ScheduleB hereto, all considered together. “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule433 of the 1933 Act Regulations (“Rule433”), including, without limitation, any “free writing prospectus” (as defined in Rule405) relating to the Securities that is (i)required to be filed with the Commission by the Company, (ii)a “road show that is a written communication” within the meaning of Rule433(d)(8)(i), whether or not required to be filed with the Commission, or (iii)exempt from filing with the Commission pursuant to Rule433(d)(5)(i) because it contains a description of the Securities or of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule433(g). “Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to investors, as evidenced by its being specified in ScheduleC hereto. “Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “disclosed” or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be. This Agreement, the Company’s Restated Articles of Incorporation, as amended by the Certificate of Designations with respect to the Securities (collectively, the “Charter”), and the Company’s By-Laws (the “By-Laws”) are referred to herein, collectively, as the “Operative Documents.” SECTION 1.Representations and Warranties. (a)Representations and Warranties by the Company.The Company represents and warrants to each Underwriter and the Selling Shareholder at the date hereof, the Applicable Time and the Closing Time (as defined below) (each, a “Representation Date”), and agrees with each Underwriter and the Selling Shareholder, as follows: (i)Compliance of the Registration Statement, the Prospectus and Incorporated Documents.The Company meets the requirements for incorporation by reference into the Registration Statement specified in General Instruction VII of Form S-1.Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act.No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated.The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and are identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time they were filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (the “1934 Act Regulations”). 2 (ii)Accurate Disclosure.Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.At the Applicable Time, neither (A)the General Disclosure Package nor (B)any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule424(b) or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives or by the Selling Shareholder, in each case expressly for use therein.For purposes of this Agreement, the only information so furnished by (A)any Underwriter through the Representatives shall be (i) the information under the caption “Auction Process” (except for any statement that refers to the Company, its intentions or its potential activity as a bidder in the auction) and (ii) the information in the first, second and third paragraphs under the caption “Underwriting–Stabilization”, in each case, contained in the Registration Statement, the preliminary prospectus supplement contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”) and (B)the Selling Shareholder shall be the information in the third and fourth paragraphs under the heading “Selling Shareholder”, in each case, contained in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus (collectively, the “Selling Shareholder Information”). (iii)Issuer Free Writing Prospectuses.No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. (iv)Company Not Ineligible Issuer.(A)At the time of filing the Registration Statement and any post-effective amendment thereto, (B)at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule164(h)(2) of the 1933 Act Regulations) of the Securities, (C)at the date of this Agreement and (D)at the Applicable Time, the Company was not and is not an “ineligible issuer,” as defined in Rule405, without taking account of any determination by the Commission pursuant to Rule405 that it is not necessary that the Company be considered an ineligible issuer. (v)Independent Accountants.The accountants who certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Accounting Oversight Board. (vi)Financial Statements; Non-GAAP Financial Measures.The financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S.generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule3-05 or Rule3-14 of RegulationS-X, as applicable.The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein.The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein.Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations.All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with RegulationG under the 1934 Act and Item10 of Regulation S-K under the 1933 Act, to the extent applicable.Any interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 3 (vii)No Material Adverse Change.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A)there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Change”), (B)there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C)except for regular dividends on the Company’s capital stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its capital stock. (viii)Good Standing of the Company.The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Michigan and has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under, and to consummate the transactions contemplated in, the Operative Documents.The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate, result in a material adverse effect (A)in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (B)on the ability of the Company to enter into and perform its obligations under, or consummate the transactions contemplated in, the Operative Documents (a “Material Adverse Effect”).The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.The Company has furnished to the Representatives complete and correct copies of the Charter and By-Laws and all amendments thereto, and no change thereto is contemplated or has been authorized or approved by the Company or its stockholders. (ix)Good Standing of Subsidiaries.Each “significant subsidiary” of the Company (as such term is defined in Rule1-02 of Regulation S-X) (including each Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity.The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit21 to the Registration Statement and (B)certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule1-02 of Regulation S-X.The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened. (x)Regulatory Matters.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is subject or is party to, or has received any notice or advice that any of them may become subject or party to any investigation with respect to, any corrective, suspension or cease-and-desist order, agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies, management or business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised by any Regulatory Agency that it is considering issuing or requesting any Regulatory Agreement.There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company or any of its subsidiaries.The Company and its subsidiaries are in compliance in all material respects with all laws administered by the Regulatory Agencies.As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depositary institutions or holding companies of depositary institutions, or engaged in the insurance of depositary institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company or any of its subsidiaries. (xi)Capitalization.The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the last balance sheet included in the Registration Statement, the preliminary prospectus supplement contained in the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).The outstanding shares of capital stock of the Company, including the Securities, have been duly authorized and validly issued and are fully paid and non-assessable.None of the outstanding shares of capital stock of the Company, including the Securities, were issued in violation of the preemptive or other similar rights of any securityholder of the Company or any other entity.The outstanding capital stock of the Company, including the Preferred Stock, conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform to the rights set forth in the instruments defining the same. 4 (xii)Authorization of Agreement.This Agreement has been duly authorized, executed and delivered by each of the Company and each Bank. (xiii)Filing of the Certificate of Designations; Form of Certificate.The Certificate of Designations for the Securities has been duly filed with the Secretary of State of the State of Michigan.The form of certificate representing the Securities complies with the requirements of Michigan state law, the Charter and the By-Laws. (xiv)Registration Rights.There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement other than any rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and have been waived. (xv)Absence of Violations, Defaults and Conflicts.Neither the Company nor any of its subsidiaries is (A)in violation of its charter, by-laws or similar organizational document, (B)in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties, assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C)in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency (including, without limitation, each applicable Regulatory Agency) or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect.The execution, delivery and performance of the Operative Documents and the consummation of the transactions contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus, including the purchase of Securities by the Company in the offering contemplated hereby, and compliance by the Company and each Bank with their respective obligations under the Operative Documents have been duly authorized by the Company and each Bank, as the case may be, by all requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties, assets or operations of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related financing by the Company or any of its subsidiaries. (xvi)Absence of Labor Dispute.No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which could, singly or in the aggregate, result in a Material Adverse Effect. (xvii)Absence of Proceedings.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents.The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, result in a Material Adverse Effect. (xviii)Accuracy of Contracts; Exhibits.All descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of contracts and other documents to which the Company or any of its subsidiaries are a party are accurate in all material respects. There are no contracts, instruments or other documents which are required to be described in the Registration Statement, any preliminary prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required. (xix)Absence of Further Requirements.No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or each Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the securities laws of any state or non-U.S. jurisdiction or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”). 5 (xx)Possession of Licenses and Permits.The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect.The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect.All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect.Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, if the subject of an unfavorable decision, ruling or finding, could, singly or in the aggregate, result in a Material Adverse Effect. (xxi)Title to Property.The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A)are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B)do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries.All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease. (xxii)Possession of Intellectual Property.The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, or invalidity or inadequacy, could, singly or in the aggregate, result in a Material Adverse Effect. (xxiii)Environmental Laws.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (A)neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B)the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C)there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D)there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. (xxiv)Accounting Controls and Disclosure Controls.The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule13-a15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that:(A)transactions are executed in accordance with management’s general or specific authorization; (B)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C)access to assets is permitted only in accordance with management’s general or specific authorization; (D)the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E)any interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1)no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2)no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule13a-15 and Rule15d-15 of the 1934 Act Regulations) that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. 6 (xxv)Compliance with the Sarbanes-Oxley Act; Registration and Listing of Common Stock.There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section402 related to loans and Sections302 and 906 related to certifications.The Company’s common stock has been duly registered under the 1934 Act and duly listed on the Nasdaq Global Select Market and the Company is in compliance in all material respects with the applicable rules and regulations with respect to such registrationand listing.The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Company’s common stock under the 1934 Act or the listing of the Company’s common stock on the Nasdaq Global Select Market and has not received any communication that the Commission or the Nasdaq Global Select Market has terminated, intends to terminate, or is contemplating terminating, such registration or listing, respectively. (xxvi)Payment of Taxes.All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.The United States federal income tax returns of the Company and its subsidiaries through the fiscal year ended December31, 20● have been settled and no assessment in connection therewith has been made against the Company or any of its subsidiaries.The Company and its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company.The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not, singly or in the aggregate, result in a Material Adverse Effect. (xxvii)Insurance.The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect.The Company has no reason to believe that it or any of its subsidiaries will not be able (A)to renew its existing insurance coverage as and when such policies expire or (B)to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not, singly or in the aggregate, result in a Material Adverse Effect.Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied. (xxviii)Investment Company Act.Neither the Company nor any Bank is required, or upon the consummation of the transactions contemplated in this Agreement will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). (xxix)Absence of Manipulation.Neither the Company nor any subsidiary or other affiliate of the Company has taken, nor will the Company or any such subsidiary or other affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation of RegulationM under the 1934 Act. (xxx)Foreign Corrupt Practices Act.None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (xxxi)Money Laundering Laws.The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).No action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (xxxii)OFAC.None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is (A)an individual or entity (“Person”) currently the subject or target of anysanctions administered or enforced by the United States Government, including, without limitation, the U.S.Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”) or (B)located, organized or resident in a country or territory that is the subject of Sanctions. (xxxiii)Relationship with Underwriters.Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not have anymaterial lending or other relationship with the Underwriters or any affiliate of any Underwriter. 7 (xxxiv)Statistical and Market-Related Data.Any statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use of such data from such sources. (xxxv)Prohibition on Dividends.Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any order of any Regulatory Agency (other than orders applicable to bank or savings and loan holding companies and their subsidiaries generally), under any applicable law, or under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company or any other subsidiary of the Company any loans or advances to such subsidiary or from transferring any of such subsidiary’s properties, assets or operations to the Company or any other subsidiary of the Company. (xxxvi)Not a U.S.Real Property Holding Corporation.The Company is not, and has not been, a U.S.real property holding corporation within the meaning of Section897 of the Internal Revenue Code of 1986, as amended. (xxxvii)Fair Saleable Value of Assets.Each of the Company and its subsidiaries owns and, after giving effect to the transactions contemplated in this Agreement, will own assets the fair saleable value of which are greater than (A)the total amount of its liabilities (including known contingent liabilities) and (B)the amount that will be required to pay the probable liabilities of its existing debts as they become absolute and matured considering the financing alternatives reasonably available to it.The Company has no knowledge of any facts or circumstances which lead it to believe that it or any of its subsidiaries will be required to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction, and has no present intent to so file. (xxxviii)Affiliated Transactions or Relationships.No transaction has occurred or relationship exists between or among the Company or any of its subsidiaries, on the one hand, and its affiliates, officers or directors, on the other hand, that is required to be described in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package or the Prospectus, including any document incorporated by reference therein, that is not so described therein. (b)Representations and Warranties by the Bank.Each Bank represents and warrants to each Underwriter and the Selling Shareholder at each Representation Date, and agrees with each Underwriter, as follows: (i)Good Standing.Each Bank has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect.The deposit accounts of each Bank are insured up to the applicable limits by the Deposit Insurance Fund of the FDIC to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened. (ii)Regulatory Matters.Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, each Bank is not subject or party to, and has not received any notice or advice that it may become subject or party to any investigation with respect to, any Regulatory Agreement, and each Bank has not been advised by any Regulatory Agency that it is considering issuing or requesting any Regulatory Agreement.There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of any Bank.Each Bank is in compliance in all material respects with all laws administered by the Regulatory Agencies. (iii)Authorization of Agreement.This Agreement has been duly authorized, executed and delivered by each Bank. (iv)Absence of Violations, Defaults and Conflicts.Each Bank is not (A)in violation of its charter, by-laws or similar organizational document, (B)in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Agreement and Instrument to which such Bank is a party or by which it may be bound or to which any of the properties, assets or operations of such Bank is subject, except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C)in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (including, without limitation, each applicable Regulatory Agency) having jurisdiction over such Bank or any of its properties, assets or operations, except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. (v)Noncontravention.The execution, delivery and performance of this Agreement and compliance by each Bank with its obligations under this Agreement have been duly authorized by such Bank by all requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties, assets or operations of such Bank pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of such Bank or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. (vi)Absence of Further Requirements.No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by each Bank of its obligations under this Agreement. 8 (vii)Investment Company Act.No Bank is required to register as an “investment company” under the 1940 Act. (c)Representations and Warranties by the Selling Shareholder.The Selling Shareholder represents and warrants to, and agrees with, the Company and each Underwriter at each Representation Date as follows: (i)Good and Marketable Title.The Selling Shareholder now has and at the Closing Time will have good and marketable title to the Securities to be sold by it, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of the Securities.Upon the delivery of, against payment for, the Securities pursuant to this Agreement and assuming an Underwriter does not have notice of any adverse claim (within the meaning of the Uniform Commercial Code as in effect in the State of New York), such Underwriter will acquire good and marketable title thereto, free and clear of any liens, encumbrances, equities and claims. (ii)Authorization of Agreement.The Selling Shareholder has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (iii)Absence of Further Requirements.No consent, approval or waiver is required under any instrument or agreement to which the Selling Shareholder is a party or by which the Selling Shareholder is bound in connection with the offering, sale or purchase by the Underwriters of any of the Securities by the Selling Shareholder under this Agreement or the consummation by the Selling Shareholder of any of the other transactions contemplated hereunder. (d)Officer’s Certificates.Any certificate signed by any officer of the Company or any of its subsidiaries (including each Bank) and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and, if applicable, each Bank to each Underwriter as to the matters covered thereby. SECTION 2.Sale and Delivery to Underwriters; Closing. (a)Securities.On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder , at the price per share set forth in ScheduleA, the number of Securities set forth in ScheduleA opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b)Payment.Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of[●], or at such other place as shall be agreed upon by the Representatives and the Selling Shareholder, at 9:00A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them.It is understood that each Underwriter has authorized the Representatives, for their account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities, which it has agreed to purchase.● and ●, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder. SECTION 3.Covenants of the Company.The Company covenants with each Underwriter and the Selling Shareholder as follows: (a)Compliance with Commission Requests.The Company, subject to Section3(b), hereof will comply with the requirements of Rule430A, and will notify the Representatives and the Selling Shareholder immediately, and confirm the notice in writing, (i)when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective or any amendment or supplement to the General Disclosure Package or the Prospectus shall have been used or filed, as the case may be, in each case only as permitted by Section3 hereof, (ii)of the receipt of any comments from the Commission, (iii)of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv)of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v)if the Company becomes the subject of a proceeding under Section8A of the 1933 Act in connection with the offering of the Securities.The Company will effect all filings required under Rule424(b), in the manner and within the time period required by Rule424(b) (without reliance on Rule424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.The Company will make every reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. 9 (b)Continued Compliance with Securities Laws.The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus.If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule172 of the 1933 Act Regulations (“Rule172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters, the Company or the Selling Shareholder, to (i)amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii)amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, including, without limitation, any document incorporated therein by reference, in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company will promptly (A)give the Representatives and the Selling Shareholder written notice of such event or condition, (B)prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives and the Selling Shareholder with copies of any such amendment or supplement and (C)file with the Commission any such amendment or supplement and use its best efforts to have any amendment to the Registration Statement declared effective by the Commission as soon as possible if the Company is not eligible to file an automatic shelf registration statement at such time, provided that the Company shall not file or use any such amendment or supplement to which the Representatives, the Selling Shareholder or counsel for the Underwriters or the Selling Shareholder shall object. (c)Filing or Use of Amendments or Supplements.The Company has given the Representatives and the Selling Shareholder written notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time and will give the Representatives and the Selling Shareholder written notice of its intention to file or use any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus, whether pursuant to the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations or otherwise, from the Applicable Time to the later of (i)the time when a prospectus relating to the Securities is no longer required by the 1933 Act (without giving effect to Rule172) to be delivered in connection with sales of the Securities and (ii)the Closing Time, and will furnish the Representatives and the Selling Shareholder with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such amendment or supplement to which the Representatives, the Selling Shareholder or counsel for the Underwriters or the Selling Shareholder shall reasonably object. (d)Delivery of Registration Statement.The Company has furnished or will deliver to the Representatives and the Selling Shareholder and counsel for the Underwriters and the Selling Shareholder, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters.The signed copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e)Delivery of Prospectuses.The Company has delivered to each Underwriter and the Selling Shareholder, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act.The Company will furnish to each Underwriter and the Selling Shareholder, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule172, would be) required by the 1933 Act to be delivered in connection withsales of the Securities, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter or the Selling Shareholder, as applicable, may reasonably request.The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (f)Blue Sky Qualifications.The Company will use its best efforts, in cooperation with the Underwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g)Earnings Statements.The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section11(a) of the 1933 Act. (h)Restriction on Sale of Securities.During a period of 30 days from the date of this Agreement, the Company will not, without the prior written consent of the Representatives, (i)directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of preferred stock or any securities convertible into or exercisable or exchangeable for preferred stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii)enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of preferred stock, whether any such swap or transaction described in clause(i) or (ii)above is to be settled by delivery of preferred stock or such other securities, in cash or otherwise. 10 (i)Reporting Requirements.The Company, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule172, would be) required by the 1933 Act to be delivered in connection with sales of the Securities, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by, and each such document will meet the requirements of, the 1934 Act and 1934 Act Regulations. (j)Issuer Free Writing Prospectuses.The Company agrees that, unless it obtains the prior written consent of the Representatives and the Selling Shareholder, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule433; provided that the Representatives and the Selling Shareholder will be deemed to have consented to the Issuer Free Writing Prospectuses listed on ScheduleC hereto and any “road show that is a written communication” within the meaning of Rule433(d)(8)(i) that has been reviewed by the Representatives and the Selling Shareholder.The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives and the Selling Shareholder as an Issuer Free Writing Prospectus and that it has complied and will comply with the applicable requirements of Rule433 with respect thereto, including timely filing with the Commission where required, legending and record keeping.If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and the Selling Shareholder in writing and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (k)DTC.The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance, settlement and trading through the facilities of The Depository Trust Company (“DTC”). SECTION 4.Covenants of the Selling Shareholder.The Selling Shareholder covenants and agrees with the Underwriters and the Company as follows: (a)No Free Writing Prospectuses.It has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or portion thereof, required to be filed with the Commission without the prior written consent of the Representatives and the Company. (b)Restriction on Sale of Remaining Shares.During a period of 30 days from the date of this Agreement, the Selling Shareholder will not, without the prior written consent of the Representatives, (i)directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Preferred Stock that do not constitute Securities to be sold under this Agreement (the “Remaining Shares”) or exercise any right with respect to the registration of any of the Remaining Shares, or cause to be filed any registration statement in connection therewith, under the 1933 Act or (ii)enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Remaining Shares, whether any such swap or transaction described in clause(i) or (ii)above is to be settled by delivery of Preferred Stock or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to any sales of the Remaining Shares by the Selling Shareholder to the Company. SECTION 5.Payment of Expenses. (a)Expenses.The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i)the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii)the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii)the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv)the fees and disbursements of the Company’s counsel, accountants and other advisors, (v)the qualification of the Securities under securities laws in accordance with the provisions of Section3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi)the fees and expenses of any transfer agent or registrar for the Securities, (vii)the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (viii)the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA, if required, of the terms of the sale of the Securities, (ix)the reasonable fees and expenses of counsel for the Selling Shareholder in an amount not to exceed $25,000, (x)the fees and expenses of making the Securities eligible for clearance, settlement and trading through the facilities of DTC, and (xi)the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the second sentence of Section1(a)(ii). 11 (b)Termination of Agreement.If this Agreement is terminated by the Representatives in accordance with the provisions of Section6 or Section10(a)(i) or (iii)hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. (c)Other Agreement.The provisions of this Section5 shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholder may otherwise have entered into for the allocation of such expenses between them. SECTION 6.Conditions of Underwriters’ Obligations.The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including each Bank) or any representative of the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a)Effectiveness of Registration Statement, etc.Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act.Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule424 (without reliance, in the case of the Prospectus, on Rule424(b)(8)) and Rule433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated.The Company has complied with each request (if any) from the Commission for additional information. (b)Opinion of Counsel for Company.At the Closing Time, the Representatives and the Selling Shareholder shall have received the favorable opinion, dated the Closing Time, of Varnum LLP, counsel for the Company, in form and substance satisfactory to the Representatives and the Selling Shareholder, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in ExhibitA hereto and to such further effect as counsel to the Representatives and the Selling Shareholder may reasonably request. (c)Opinion of Counsel for Underwriters.At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of[●],counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require.In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives.Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials. (d)Officers’ Certificate.At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Change, and the Representatives and the Selling Shareholder shall have received a certificate of the Chief Executive Officer or the President and of the chief financial or chief accounting officer of each of the Company and each Bank, dated the Closing Time, to the effect that (i)there has been no Material Adverse Change, (ii)the representations and warranties of the Company or each Bank, as the case may be, in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii)the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv)the conditions specified in Section6(a) hereof have been satisfied. (e)Accountant’s Comfort Letters.At the time of the execution of this Agreement, the Representatives and the Selling Shareholder shall have received from Plante & Moran PLLC a letter or letters, dated such date, in form and substance satisfactory to the Representatives and the Selling Shareholder, together with signed or reproduced copies of such letter or letters for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters or selling shareholders, as applicable, with respect to the financial statements and financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus. (f)Bring-down Comfort Letters.At the Closing Time, the Representatives and the Selling Shareholder shall have received from Plante & Moran PLLC a letter or letters, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter or letters furnished pursuant to Section6(e) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time. (g)No Objection.FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities. (h)Maintenance of Rating.Since the execution of this Agreement, there shall not have been any decrease in or withdrawal of the rating of any securities of the Company or any of its subsidiaries (including each Bank) by any “nationally recognized statistical rating organization” (as defined for purposes of Section3(a)(62) of the 1934 Act) or any notice given of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i)Clearance, Settlement and Trading.Prior to the Closing Time, the Company, Registrar & Transfer Company (or another transfer agent acceptable to the Underwriters) and DTC shall have executed and delivered the Letter of Representations, dated the Closing Time, and the Securities shall be eligible for clearance, settlement and trading through the facilities of DTC. 12 (j)Additional Documents.At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and each Bank in connection with this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (k)Termination of Agreement.If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section4 and except that Sections1, 7, 8, 9, 15, 16 and 17 shall survive any such termination and remain in full force and effect. SECTION 7.Indemnification. (a)Indemnification of Underwriters.The Company and each Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, partners, officers and directors, each person, if any, who controls any Underwriter within the meaning of Section15 of the 1933 Act or Section20 of the 1934 Act and the Selling Shareholder as follows: (i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A)in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B)in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section7(d) hereof) any such settlement is effected with the written consent of the Company; (iii)against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i)or (ii)above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information or the Selling Shareholder Information. (b)Indemnification of Company, Directors and Officers.Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section15 of the 1933 Act or Section20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information. 13 (c)Actions against Parties; Notification.Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (or by the Representatives in the case of Sections 7(b) and 8 hereof), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section7 or Section8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i)includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii)does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d)Settlement without Consent if Failure to Reimburse.If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section7(a)(ii) effected without its written consent if (i)such settlement is entered into more than 45days after receipt by such indemnifying party of the aforesaid request, (ii)such indemnifying party shall have received notice of the terms of such settlement at least 30days prior to such settlement being entered into and (iii)such indemnifying party shall not have reimbursed such indemnified party in accordance with such request (other than those fees and expenses that are being contested in good faith) prior to the date of such settlement. (e)Exclusion.Notwithstanding the foregoing, the indemnification provided for in this Section7 and the contribution provided for in Section8 shall not apply to any Bank to the extent that such indemnification or contribution, as the case may be, by such Bank is found by any Regulatory Agency, or in a final judgment by a court of competent jurisdiction, to constitute a covered transaction under Section23A of the Federal Reserve Act. SECTION 8.Contribution.If the indemnification provided for in Section7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, each Bank and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii)if the allocation provided by clause(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause(i) above but also the relative fault of the Company, each Bank and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, each Bank and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, each Bank and the Selling Shareholder, on the one hand, and the total underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus. The relative fault of the Company, each Bank and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, each Bank or the Selling Shareholder or by the Underwriters, as the case may be, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section8.The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 14 Notwithstanding the provisions of this Section8, no Underwriter shall be required to contribute any amount in excess of the underwriting discount received by such Underwriter in connection with the Securities underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section8, each person, if any, who controls an Underwriter within the meaning of Section15 of the 1933 Act or Section20 of the 1934 Act and each Underwriter’s Affiliates, selling agents, partners, officers and directors shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section15 of the 1933 Act or Section20 of the 1934 Act shall have the same rights to contribution as the Company.The Underwriters’ respective obligations to contribute pursuant to this Section8 are several in proportion to the number of Securities set forth opposite their respective names in ScheduleA hereto and not joint. SECTION 9.Representations, Warranties and Agreements to Survive.All representations, warranties and agreements contained in this Agreement, or in certificates of officers of the Company or any of its subsidiaries (including each Bank) submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i)any investigation made by or on behalf of any Underwriter or its Affiliates, partners, officers, directors and or selling agents, any person controlling any Underwriter or the Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any representative of the Selling Shareholder and (ii)delivery of and payment for the Securities. SECTION 10.Termination of Agreement. (a)Termination.The Representatives may terminate this Agreement, by notice to the Company and the Selling Shareholder, at any time at or prior to the Closing Time, (i)if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Change, or (ii)if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the offering of the Securities or to enforce contracts for the sale of the Securities, or (iii)if trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Global Select Market, or (iv)if trading generally on the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other Governmental Entity, or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi)if a banking moratorium has been declared by either Federal, New York or Michigan authorities. (b)Liabilities.If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section5 hereof, and provided further that Sections1, 7, 8, 9, 15, 16 and 17 shall survive such termination and remain in full force and effect. SECTION 11.Default by One or More of the Underwriters.If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 36hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 36-hour period, then: (i)if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii)if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Selling Shareholder shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section11. SECTION 12.Notices.All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.Notices to the Underwriters shall be directed to the Representatives care of ● at ●, and ● at ●; notices to the Company and all of the Banks shall be directed to it at Firstbank Corporation, 311 Woodworth Avenue, Alma, Michigan 48801, Attention:Chief Executive Officer, with a copy to Varnum LLP, 333 Bridge Street, N.W., Suite 1700, Grand Rapids, Michigan 49504, Attention:Harvey Koning; and notices to the Selling Shareholder shall be directed to it at 1500 Pennsylvania Avenue, N.W., Washington, D.C.20220, Attention:Chief Counsel, Office of Financial Stability, facsimile number (202)927-9225. 15 SECTION 13.No Advisory or Fiduciary Relationship.Each of the Company and each Bank acknowledges and agrees that (a)the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and each Bank, on the one hand, and the several Underwriters, on the other hand, (b)in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c)no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including each Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including each Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including each Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d)the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and each Bank, and (e)the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and each Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. SECTION 14.Parties.This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, each Bank and the Selling Shareholder and their respective successors.Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, each Bank and the Selling Shareholder and their respective successors and the controlling persons, Affiliates, selling agents, officers and directors referred to in Sections7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, each Bank and the Selling Shareholder and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 15.Trial by Jury.Each of the parties hereto other than the Selling Shareholder (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. SECTION 16.GOVERNING LAW.THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS (OTHER THAN SECTION 5-1), PROVIDED THAT ALL RIGHTS AND OBLIGATIONS OF THE SELLING SHAREHOLDER UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA. SECTION 17.Consent to Jurisdiction.Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shallbe instituted in (i)the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or(ii)the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding.Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court.Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum. SECTION 18.TIME.TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 19.Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. SECTION 20.Effect of Headings.The Section headings herein are for convenience only and shall not affect the construction hereof. 16 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company, each Bank and the Selling Shareholder in accordance with its terms. Very truly yours, FIRSTBANK CORPORATION By: Name:Thomas R. Sullivan Title:President and Chief Executive Officer FIRSTBANK-ALMA By: Name: Title: FIRSTBANK (MT. PLEASANT) By: Name: Title: FIRSTBANK-WEST BRANCH By: Name: Title: KEYSTONE COMMUNITY BANK By: Name: Title: 17 FIRSTBANK-WEST MICHIGAN By: Name: Title: UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: ● ● By:● By: Authorized Signatory By:● By: Name: Title: For themselves and as Representatives of the other Underwriters named in ScheduleA hereto. 18 SCHEDULE A The purchase price per share for the Securities to be paid by the several Underwriters shall be $●, being an amount equal to the initial public offering price set forth in Schedule B less $● per share. Name of Underwriter Number of Securities ● ● Total Sch A SCHEDULE B 1. The initial public offering price per share for the Securities shall be $●. 2. The number of Securities to be sold by the Selling Shareholder shall be 33,000 3. The settlement date / Closing Time shall be ●. Sch B SCHEDULE C Issuer Free Writing Prospectuses 1.[SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Sch C
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HERTZ GLOBAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-3530539 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 999 Vanderbilt Beach Road, 3rd Floor Naples, Florida (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to be so Registered Name of Each Exchange on Which Each Class is to be Registered Preferred Stock Purchase Rights New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o Securities to be registered pursuant to Section 12(g) of the Act: None. Securities Act registration statement file number to which this form relates : N/A (If applicable) EXPLANATORY NOTE This Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A/A is being filed to reflect an amendment to the Rights Agreement (the “Rights Agreement”), dated as of December 30, 2013, between Hertz Global Holdings, Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). Item 1. Description of Registrant’s Securities to be Registered. On September 15, 2014, the Company executed an amendment (the “Amendment”) to the Rights Agreement.The Amendment (1) increases the ownership threshold for a person to become an “Acquiring Person” and trigger consequences under the Rights Agreement to 20% for all acquirers and (2) adds “qualifying offer” provisions, whereby the Rights (as defined in the Rights Agreement) will automatically expire concurrently with (but no earlier than 100 days after the commencement of such qualifying offer) the purchase of 50% (including any shares held by the offeror) of the Company’s outstanding common stock on a fully diluted basis pursuant to a tender or exchange offer (which meets certain conditions set forth in the Amendment) for all of the outstanding shares of Company common stock at the same price and for the same consideration, provided that the offeror irrevocably commits to purchase all remaining untendered shares at the same price and the same consideration actually paid pursuant to the offer. The foregoing is a summary of the terms of the Amendment.The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference. Item 2. Exhibits. 1. Certificate of Designation of Series A Junior Participating Preferred Stock of Hertz Global Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K dated December 30, 2013 of Hertz Global Holdings, Inc.). 2. Rights Agreement, dated as of December 30, 2013, between Hertz Global Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K dated December 30, 2013 of Hertz Global Holdings, Inc.). 3. Amendment No. 1 to Rights Agreement, dated as of September 15, 2014, between Hertz Global Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on September 16, 2014. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: September 16, 2014 HERTZ GLOBAL HOLDINGS, INC. By: /s/J. Jeffrey Zimmerman Name: J. Jeffrey Zimmerman Title: Executive Vice President, General Counsel and Secretary
EXHIBIT 10.1THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE“1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.PRIVATE PLACEMENT SUBSCRIPTIONOFFSHORE SUBSCRIBERS OUTSIDE THE UNITED STATES ONLYMAGICSTEM GROUP CORP. INSTRUCTIONS TO SUBSCRIBER:1. COMPLETE the information on Page2 of this Subscription Agreement. You must reside outside NorthAmerica to use this form.2. PAYMENT of the subscription price must be paid by check, bank draft or wire transfer to the Company.3. EMAIL an executed copy of this Subscription Agreement to . MAGICSTEM GROUP CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTThe undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Magicstem Group Corp. (the“Issuer”) that number of common shares of the Issuer (the “Shares”) set out below at a price of US$0.005 per Share. Subscriber Information Shares to be PurchasedNumber of Shares: (Name of Subscriber)Account Reference (if applicable): Aggregate Subscription Price: X (the “Subscription Proceeds”)(Signature of Subscriber – if the Subscriber is an Individual)X (Signature of Authorized Signatory – if the Subscriber is not an Individual)Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully managed by it.(Name and Title of Authorized Signatory – if the Subscriber is not an Individual)(Name of Disclosed Principal)(SIN, SSN, or other Tax Identification Number of the Subscriber)(Address of Disclosed Principal)(Subscriber’s Address, including city and province or state or residence)(Account Reference, if applicable)(SIN, SSN, or other Tax Identification Number of Disclosed Principal)(Telephone Number)(Email Address)Register the Shares as set forth below:Deliver the Shares as set forth below:(Name to Appear on Share Certificate)(Attention - Name)(Account Reference, if applicable)(Account Reference, if applicable)(Address, including Postal Code)(Address, including Postal Code)(Telephone Number) - 2 -ACCEPTANCEThe Issuer hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement. as of the day of October, 2016. MAGICSTEM GROUP CORP.Per: Chi Man Ng, CEO, President, and Director - 3 -TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES Purchase of Shares 1.SUBSCRIPTION1.1The Subscriber hereby irrevocably subscribes for and agrees to purchase Shares in the amount set out on Page 2 of this Subscription Agreement, at a price of US$0.005 per Share (such subscription and agreement to purchase being the “Subscription”), for the Subscription Proceeds, which Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.1.2The Shares are also referred to herein as the “Securities”.1.3The Company hereby agrees to sell the Shares to the Subscriber on the basis of the representations and warranties and subject to the terms and conditions set forth herein. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.1.4Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.2.PAYMENT2.1The Subscription Proceeds must be wired to Magicstem Group Corp. on the Closing Date (as defined herein).2.2The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement.2.3The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and/or applicable law.3.CLOSINGClosing of the purchase and sale of the Shares shall occur on the date note more than 30 days from the execution of this Subscription Agreement by the Subscriber and the Company (the “Closing Date”).4.ACKNOWLEDGEMENTS OF SUBSCRIBERThe Subscriber acknowledges and agrees that: (a)the Securities have not been registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to a U.S. Person, as that term is defined in Regulation “S” (“Regulation S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;(b)the Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; - 4 - (c)the decision to execute this Subscription Agreement and purchase the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon information provided by the Company in this Subscription Agreement (the “Company Information”).(d)the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company regarding the offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;(e)by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;(f)the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;(g)the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;(h)the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;(i)the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i)any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and(ii)applicable resale restrictions; (j)the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; - 5 - (k)the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account or for account of the Disclosed Principal, as applicable, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares, other than the Disclosed Principal, if applicable; (l)the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;(m)the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;(n)the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act, except as set out in this Agreement;(o)neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;(p)no documents in connection with this offering have been reviewed by the SEC, nor by any other securities regulatory authority or state securities administrators;(q)there is no government or other insurance covering any of the Securities; and(r)this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason. 5.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER5.1The Subscriber hereby represents and warrants to and covenants with the Company, as of the date of this Agreement and as of the Closing Date (which representations, warranties and covenants shall survive the Closing Date) that: (a)the Subscriber is purchasing the Shares as principal for its own account and not for the benefit of any other person;(b)the Subscriber is outside the United States when receiving and executing this Subscription Agreement;(c)the Subscriber is not a “U.S. Person”, as defined in Regulation S;(d)the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person, as defined in Regulation S;(e)the Subscriber is resident in the jurisdiction set out on Page 2 of this Subscription Agreement;(f)the Subscriber: (i)is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Shares, - 6 - (ii)is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,(iii)acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Shares,(iv)represents and warrants that the acquisition of the Shares by the Subscriber does not trigger: A.any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, orB.any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and (v)the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (g)the Subscriber is acquiring the Shares as principal, or for account of the Disclosed Principal, as applicable, and for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it, or the Disclosed Principal, has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons (as defined in Regulation S);(h)the Subscriber acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;(i)the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;(j)the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;(k)the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; - 7 - (l)the Subscriber has received and carefully read this Subscription Agreement;(m)the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;(n)the Subscriber is able to fend for itself in the subscription, has the degree of knowledge, education and experience in financial and business matters as to enable the Subscriber to evaluate the merits and risks of the investment in the Shares and the Company;(o)the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;(p)the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;(q)the Subscriber is not an underwriter of, or dealer in, the Company’s Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;(r)the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s decision to invest in the Shares and the Company;(s)if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;(t)the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and(u)no person has made to the Subscriber any written or oral representations: (i)that any person will resell or repurchase any of the Securities, (ii)that any person will refund the purchase price of any of the Securities, or(iii)as to the future price or value of any of the Securities. 5.2In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States. - 8 - 6.ACKNOWLEDGEMENT AND WAIVERThe Subscriber has acknowledged that the decision to purchase the Shares was made based solely on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities. Because the Subscriber is not purchasing the Shares under a prospectus, the Subscriber will not have the civil protections, rights and remedies that would otherwise be available to the Subscriber under the securities laws in United States, including statutory rights of rescission or damages. 7.REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANYThe Subscriber acknowledges that the acknowledgements, representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Securities, it will be representing and warranting that the acknowledgements representations and warranties contained herein are true and correct as of the date hereof and the date of delivery and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of all of the Securities. 8.RESALE RESTRICTIONS 8.1The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.8.2The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section above, and, in particular, the Subscriber acknowledges and agrees that none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period. 9.ACKNOWLEDGEMENT AND WAIVERThe Subscriber has acknowledged that the decision to purchase the Securities was solely made on the basis of information concerning the Company that was available to the Subscriber on the EDGAR database maintained by the SEC at www.sec.gov 10.LEGENDING OF SUBJECT SECURITIES10.1The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form:“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” - 9 - 10.2The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.11.COSTSThe Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber. 12.GOVERNING LAWThis Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the Courts of the State of Nevada. 13.SURVIVALThis Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto. 14.ASSIGNMENTThis Subscription Agreement is not transferable or assignable. 15.SEVERABILITYThe invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement. 16.ENTIRE AGREEMENTExcept as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else. 17.NOTICESAll notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the delivery address on Page 2 and notices to the Company shall be directed to it at the address stated on the first page of this Subscription Agreement. - 10 - 18.COUNTERPARTS AND ELECTRONIC MEANSThis Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. - 11 -
EXHIBIT 99 NEWTON FEDERAL BANK ANNOUNCES CLOSING OF STOCK OFFERING AND COMPLETION OF REORGANIZATION TRANSACTION Covington, Georgia, April 27, 2017 — Newton Federal Bank (the “Bank”) announced that it has completed its reorganization, effective today, into the mutual holding company structure and the related stock offering of Community First Bancshares, Inc. (the “Company”), the Bank’s new holding company.As a result of the reorganization, the Bank has become a wholly-owned subsidiary of the Company, the Company has issued and sold 46% of its outstanding shares to subscribers in the stock offering, including the Bank’s ESOP, and the Company has issued 54% of its outstanding shares to Community First Bancshares, MHC, the Company’s federally-chartered mutual holding company. The Company’s common stock is expected to trade on the Nasdaq Capital Market under the trading symbol “CFBI” beginning on Friday, April 28, 2017. Johnny Smith, the Bank’s President and Chief Executive Officer, said, “We want to thank our customers and our employees for their support and vote of confidence in the future of the Bank. Our customers, employees and community have all been the key to Newton Federal’s enduring history of success and the Bank and the Company will remain committed to their customers, employees, community and shareholders going forward.” BSP Securities, LLC, acted as marketing agent in the stock offering and served as financial advisor to the Company and the Bank in connection with the reorganization and stock offering.Luse Gorman, PC, acted as legal counsel to the Company and the Bank in connection with the reorganization and stock offering. Silver, Freedman, Taff & Tiernan LLP acted as legal counsel to BSP Securities, LLC in connection with the reorganization and stock offering. Newton Federal Bank is a federally-chartered savings bank serving the financial needs of its customers located in Newton County, Georgia and the contiguous counties.Newton Federal Bank conducts business from its corporate headquarters and main office and two branch offices in Covington, Georgia.Newton Federal Bank also has a loan production office located in Bogart, Georgia and anticipates opening a loan production office in Braselton, Georgia by the end of the second quarter of 2017. This press release contains certain forward-looking statements about the reorganization and stock offering.Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”.Forward-looking statements, by their nature, are subject to risks and uncertainties.Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the offering, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged. The shares of common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency. For more information please contact: Johnny S. Smith President and Chief Executive Officer, Newton Federal Bank (770) 786-7088
Title: Kid claimed he was a Salesperson for a Spa and Sold me fake services Question:Hi reddit lawyers and legal advisors, So Last month (December 9th) to be exact, a young gentlemen came in my Real Estate office and posed himself as a Salesperson for a Spa. He offered a package deal of 2 massage and 2 facials for 40 $. He seemed really genuine and gave me the rundown of how his mom was opening up a new spa in the area and this was only a limited time offer to get people into the door. The Spa in question was supposed to be open the 1st of January. I bought 2 packages, one my Fiance and one for me. We've been driving by the location that he said it was going to be open and this place is nowhere to be found. We then called the number on the certificate he gave us and it leads to some lady up in La Jolla, California who has absolutely no idea what I am talking about. I am from San Diego, California by the way. So we decided to look up the credit card charge to see if any information about the individual could be found. This douche charged me on an Iphone and it linked straight to his account with his name. We googled his name and low and behold here he was. We have found his facebook, his twitter, his moms facebook, his dads facebook. The kid lives in the immediate area where he was trying to scam people. My fiancé has sent him a message via facebook requesting that he give the money back before we take legal action. So my question is. What exactly can be done to someone who has sold fake services to someone. Is this considered some form of Fraud? Or am I just the naïve idiot that believed in something too good to be true. Please any advice is welcome. Thanks Answer #1: Call the police and your credit card company. They may issue a chargeback (and hit him with some fees). Answer #2: You can report him to the police. Separately, you can sue him for your money back.
"EXHIBIT 10.1\n\n \n\n\nLOAN AGREEMENT\n\nby and among\n\nDAYSTAR TECHNOLOGIES, INC.,\n\nas the Com(...TRUNCATED)
"Exhibit 10.10\n\n \n\nAMENDED AND RESTATED\nEMPLOYMENT AGREEMENT\n\n \n\nAGREEMENT (this “Agree(...TRUNCATED)

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PubText

Welcome to the Open License Corpus (OLC), a 228B token corpus for training permissively-licensed language models.

Disclaimer: OLC should not be considered a universally safe-to-use dataset. We encourage users of OLC to consult a legal professional on the suitability of each data source for their application.

Dataset Summary

Domain	Sources	Specific License	# BPE Tokens (in billions; GPT-NeoX tokenizer)
Legal	Case Law, Pile of Law (PD subset)	Public Domain	27.1
Legal	Pile of Law (CC BY-SA subset)	CC BY-SA	0.07
Code	Github (permissive)	MIT/BSD/Apache	58.9
Conversational	HackerNews, Ubuntu IRC	MIT/Apache	5.9
Conversational	Stack Overflow, Stack Exchange	CC BY-SA	21.3
Math	Deepmind Math, AMPS	Apache	3.5
Science	ArXiv abstracts, S2ORC (PD subset)	Public Domain	1.2
Science	S2ORC (CC BY-SA subset)	CC BY-SA	70.3
Books	Gutenberg	Public Domain	2.9
News	Public domain news	Public Domain	0.2
News	Wikinews	CC BY-SA	0.01
Encyclopedic	Wikipedia	CC BY-SA	37.0

Supported Tasks and Leaderboards

text-generation: The dataset can be used to train a language model for text generation. The language model performance is evaluated based on perplexity.

Languages

OLC is primarily an English-language dataset, but also contains some data in other languages (primarily in the Wikipedia subset, which draws on the Red Pajama data collection)

Dataset Structure

The dataset is a standard text-only structure, separated into each subset that we include in the paper.

from datasets import load_dataset
dataset = load_dataset('kernelmachine/open-license-corpus', 'pd_law', streaming=True)['train']

To use a collection of sources, you should specify each individually and interleave, like so:

from datasets import interleave_datasets, load_dataset
d1 = load_dataset('kernelmachine/open-license-corpus', 'pd_law', streaming=True)['train']
d2 = load_dataset('kernelmachine/open-license-corpus', 'sw_github', streaming=True)['train']
d1_d2 = interleave_datasets([d1,d2], probabilities=[0.8, 0.2], seed=42)

Data Instances and Fields

The dataset is standard text only structure, e.g. {"text": "this is a document"}. We do not add any other fields to documents.

Data Splits

We only include the training data in this repository.

For validation data, in the paper we use the Pile validation data, which we decontaminate OLC against using a deduplication script (see more below).

The Pile validation data that we use in the paper can be found here.

Dataset Creation

License Taxonomy

Public Domain (PD): Public domain text has no restrictions.
Permissively licensed software (SW): including MIT, Apache, and BSD software.
Attribution licenses (BY): such as Creative Commons Attribution (CC-BY) are free to use as long as "credit is given to the creator."
All other data: that is not in one of the above three categories is assumed to be non-permissive. This includes: any text that is explicitly protected by copyright or licenses that are non-commercial (e.g., CC-NC), any software without clear MIT, BSD, or Apache licenses, and any generic web-crawled data where the license or copyright information may be unclear.

Building OLC

Based on this taxonomy of licenses OLC, a 228B token corpus of PD, SW, and BY data. OLC consists of 17 manually-selected sources of primarily English text that are under permissive licenses.

The text generally falls into eight different domains:

Legal: We curate legal text from the Pile of Law, an amalgation of 31 different sources of text related to civil court cases, patents, and other legal and governmental works, either licensed as public domain or CC-BY. We also gather public domain text from the Case Law Access Project, which covers over 6.5 million decisions published by state and federal courts throughout U.S. history.
Code: We use the Github subset of the RedPajama dataset, which contains code from Github repositories with three permissive software licenses: MIT, Apache, and BSD.
Conversation: We source conversational text under permissive software licenses from the HackerNews (MIT license) and the Ubuntu IRC (Apache license) subsets of the Pile. We also use the Stackexchange subset of the RedPajama dataset and a Stackoverflow corpus from Kaggle, both under the CC-BY-SA license.
Math: We source mathematical text from the Deepmind Mathematics and the AMPS datasets, both of which are under the Apache license.
Science: We source scientific text from ArXiv abstracts that are in the public domain. We also collect full-text articles from the Semantic Scholar Research Corpus (S2ORC), either licensed as public domain or CC-BY.
Books: We source books from the Gutenberg corpus, which are copyright-expired books that are in the public domain.
News: We collect public domain news text from the English subset of the MOT corpus. We also collect text from Wikinews, which is under CC BY-SA.
Encyclopedic: Finally, we include a large set of Wikipedia from the subset included in RedPajama.We follow RedPajama in using Wikipedia snapshots from 20 languages even though the model primarily focuses on English.

Initial Data Collection and Normalization

We deduplicate text using a document-level filter that considers $n$-gram overlap. We first deduplicate within each domain to remove redundant documents from similar sources (e.g. Case Law and the Pile of Law), and then then perform deduplication against the validation and test datasets of the Pile to avoid test leakage.

We do not perform any additional quality filtering, though some subsets (e.g. Github and Wikipedia) are already quality filtered by the original data curators of those subsets.

Who are the source language producers?

The source language producers vary by domain; the Legal subset primarily contains governmental documents, while the Github subset contains code repositories written by the public. We refer to each data source for further information.

Annotations

The dataset does not contain any additional annotations.

Annotation process

[N/A]

Who are the annotators?

[N/A]

Personal and Sensitive Information

We do not perform additional filtering to remove personally identifiable information, so it is possible that certain subsets still pose privacy risks despite being permissively licensed.

Considerations for Using the Data

Please see the disclaimer above. The license associated with a document may be time- and country-dependent Moreover, other legal constraints may prohibit the use of a data source despite a permissive data license. We encourage users of PubText to consult a legal professional on the suitability of each data source for their application.

Social Impact of Dataset

OLC is the first multidomain, permissively licensed corpus, which can enable language models that align better to data-use regulations such as the fair-use doctrine in the United States and the GPDR in the European Union.

Discussion of Biases and Limitations

While OLC mitigates copyright and privacy risks, it may exacerbate certain fairness issues, like toxicity towards marginalized groups and racial biases, especially due to the prevalence of older copyright-expired books in the training data.

In addition, OLC relies on explicit metadata to identify licenses, which may lead to underestimates of the amount and diversity of permissively licensed text actually available on the web.