Purchase for Investment. It is purchasing the Subordinated Note for its own account and not with a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. It has no present or contemplated agreement, undertaking, arrangement, obligation, Indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.

Purchase for Investment. It is contemplated that the Corporation will register shares sold to Directors pursuant to the Plan under the Securities Act. In the absence of an effective registration, however, an Outside Director exercising an Option hereunder may be required to give a representation that he/she is acquiring such shares as an investment and not with a view to distribution thereof.

Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Shares covered by such exercise unless the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act and until the following conditions have been fulfilled:

Unless the Securities, and shares of Common Stock underlying such Securities, covered by the Plan have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the Company has determined that such registration is unnecessary, each person exercising or receiving Securities under the Plan may be required by the Company to give a representation in writing that he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Committee may impose any additional or further restrictions on awards of Securities as shall be determined by the Committee at the time of award.

Purchase Only for Investment. To ensure the Company’s compliance with the Securities Act of 1933, as amended (the “Act”), the Grantee agrees for himself or herself, the Grantee’s legal representatives and estate, and any other persons who may obtain rights under this Agreement upon his or her death, that the Shares hereunder will be obtained for investment purposes only and not with a view to their distribution, as that term is used in the Act, unless in the opinion of Company counsel such distribution is in compliance with or exempt from the registration and prospectus requirements of the Act.

Investment. Each shareholder of HoldCo will sign a representation letter in form and content acceptable to Buyer representing among other facts that each: # understands that the Series C Shares issued in connection with the Merger has not been, and will not be, registered under the 1933 Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, which exemptions are dependent in part on the accuracy of such representations; # is acquiring the Series C Shares solely for his or her own account for investment purposes, and not with a view to the sale or distribution thereof; # is a sophisticated investor with knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Series C Shares or has had an advisor with sufficient education and experience to advise him or her as to such risks and merits; # has access to certain information concerning Buyer, including the Buyer Financial Statements and other filings made by Buyer with the SEC, and has had the opportunity to ask questions and receive answers concerning the transaction and the business of Buyer and to obtain additional information as desired in order to evaluate the merits and risks inherent in holding any Series C Shares; # is able to bear the economic risk and lack of liquidity inherent in holding any Series C Shares; and # understands that the Series C Shares cannot be transferred other than in a transaction registered or exempt from registration under the 1933 Act and will bear the restrictive legend described in [Section 2.4] hereof, and that Buyer has no obligation to register the Series C Shares.

Investment. The transfer of the Interests is further contingent upon Buyer obtaining a $1,000,000 investment in ​ within 6 months of the execution of this Agreement.

Investment. All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at the Bank.

Investment Company. The Company is not, and immediately after receipt of payment for the Shares, will not be required to register as an “investment company” under the Investment Company Act

Investment Company. [[Organization C:Organization]] is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.