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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made as of
January 23,
2007, by and between NBOG Bancorporation, Inc., a Georgia
corporation (the
"COMPANY"), with its principal offices at 807 Dorsey Street,
Gainesville,
Georgia 30501, The National Bank of Gainesville, a national
banking association
and wholly owned subsidiary of the Company (the "BANK") and
William R. Blanton
(the "PURCHASER").
NOW, THEREFORE, in consideration of the mutual warranties,
representations,
covenants, and agreements set forth herein, and other good and
valuable
consideration and the receipt and sufficiency of which are
acknowledged, the
Company, the Purchaser and the Bank, intending to be legally
bound, agree as
follows:
ARTICLE ONE
TRANSACTION
Section 1.1. Agreement to Sell and Purchase the Shares. Subject
to the
-----------------------------------------
terms of this Agreement, at the Effective Time, the Company will
sell to
Purchaser, and the Purchaser will buy from the Company, 535,714
newly issued
shares of the Company (the "SHARES") with an aggregate Market
Value Per Share of
$1.5 million, and to the extent required by the Regulatory
Authorities up to an
additional 178,572 shares with an aggregate purchase price of
$2.0 million (the
"PURCHASE PRICE"), based on a Market Value Per Share of $2.80
which is subject
to adjustment pursuant to Section 4.2 of this Agreement.
Following closing of
the transaction contemplated hereunder, Purchaser may sell all
or a portion of
the Shares without restriction, other than those restrictions
necessary to
comply with federal and state securities laws.
Section 1.2 Agreement to Issue and Purchase Warrant. Subject to
the
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terms of this Agreement, at the Effective Time, the Company will
issue to the
Purchaser a warrant to purchase the number of shares purchased
pursuant to
Section 1.1 of this Agreement at the Closing at an exercise
price equal to the
Market Value Per Share which is subject to adjustment pursuant
to Section 4.2 of
this Agreement. Following closing of the transaction
contemplated hereunder,
Purchaser may sell all or a portion of the warrants issued
without restriction,
other than those restrictions necessary to comply with federal
and state
securities laws.
Section 1.3 Preferred Stock. In the event the Company fails to
obtain
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regulatory approval to redeem all outstanding shares of the
Company's preferred
stock (the "PREFERRED STOCK") within ninety (90) days of the
Effective Time, the
Purchaser will offer to purchase, or to accept any offers to
sell to the
Purchaser, any and all outstanding shares of Preferred Stock
from the holders
thereof at $10.00 per share, the face value of the Preferred
Stock, subject to
delivery of unencumbered certificates representing the shares of
Preferred
Stock.
Section 1.4. The Closing.
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(a) Upon the terms and subject to the conditions of this
Agreement, the completion of the purchase and sale of the Shares
(the "CLOSING")
shall occur at the offices of
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Nelson Mullins Riley & Scarborough LLP, located at 999
Peachtree Street, Suite
1400, Atlanta, Georgia 30309, at 10:00 am (EST) on the third
business day
following satisfaction of all of the closing conditions
identified in Article
Six of this Agreement, or at such other place and time as the
parties may agree
(the "EFFECTIVE TIME").
(b) Upon the Closing, the Company shall issue, or cause its
Transfer Agent to issue, to the Purchaser one ore more stock
certificates
registered in the name of Purchaser, or in such nominee name(s)
as designated by
the Purchaser in writing, representing the Shares (the
"CERTIFICATE").
(c) Upon the Closing, Purchaser shall deliver to the Company,
the
Purchase Price pursuant to the following wire instructions:
Wire to: The Bankers Bank, Atlanta, GA
ABA #: 061003415
For Credit to: The National Bank of Gainesville
807 Dorsey Street
Gainesville, GA 30501
ABA #: 061120084
Account #: 1006112008
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE BANK
The Company and the Bank, as applicable, represents and warrants
to the
Purchaser, except as set forth on the Disclosure Schedule with
respect to each
such Section below, as follows:
Section 2.1 Organization, Standing and Power. The Company is
a
--------------------------------
corporation duly organized, validly existing, and in good
standing under the
laws of the State of Georgia and is a bank holding company
within the meaning of
the Bank Holding Company Act of 1956 (the "BHCA"). The Bank is a
national
banking association, duly organized, validly existing and in
good standing under
the laws of the United States of America. Each of the Company
and the Bank has
the corporate power and authority to carry on its business as
now conducted and
to own, lease and operate its assets. Each of the Company and
the Bank is duly
qualified or licensed to transact business as a foreign
corporation in good
standing in the states of the United States and foreign
jurisdiction where the
character of its assets or the nature or conduct of its business
requires it to
be so qualified or licensed. The Bank is an "insured
institution" as defined in
the Federal Deposit Insurance Act and applicable regulations
thereunder, and the
deposits held by the Bank are insured by the FDIC's Bank
Insurance Fund.
Section 2.2 Authority of the Company; No Breach by
Agreement.
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(a) The Company has the corporate power and authority necessary
to
execute, deliver and perform its obligations under this
Agreement and to
consummate the transaction contemplated hereby. The execution,
delivery and
performance of this Agreement and the consummation of the
transactions
contemplated herein have been duly and validly authorized by all
necessary
corporate action in respect thereof on the part of the Company.
Subject to any
necessary approvals, this Agreement represents a legal, valid
and binding
obligation of the Company, enforceable against the Company in
accordance with
its terms (except in all cases as such enforceability may be
limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
or similar laws,
affecting the enforcement of creditors' rights generally and
except that the
availability of the equitable remedy of specific performance or
injunctive
relief is subject to the discretion of the court before which
any proceeding may
be brought).
(b) Neither the execution and delivery of this Agreement by
the
Company, nor the consummation by the Company of the transactions
contemplated
hereby, nor compliance by the Company with any of the provisions
hereof, will
(i) conflict with or result in a breach of any provision of the
Company's
articles of incorporation or bylaws or the certificate or
articles of
incorporation or association or bylaws of the Bank or any
resolution adopted by
the board of directors or the shareholders of the Company or the
Bank; (ii)
except as disclosed in Section 2.2 of the Disclosure Schedule,
constitute or
result in a Default under, or require any consent pursuant to,
or result in the
creation of any lien on any asset of the Company or the Bank
under, any contract
or permit of the Company or the Bank; or (iii) subject to
receipt of the
requisite consents, constitute or result in a Default under, or
require any
consent pursuant to, any law or order applicable to the Company
or the Bank or
any of their respective material assets.
(c) Other than in connection or compliance with the provisions
of
Securities Laws and applicable state corporate and securities
laws, and other
than consents required from Regulatory Authorities, and other
than notices to or
filings with the Internal Revenue Service or the Pension Benefit
Guaranty
Corporation with respect to any employee benefit plans, no
notice to, filing
with, or consent of, any Governmental Authority is necessary for
the
consummation by the Company of the transactions contemplated in
this Agreement.
Section 2.3 Capital Stock.
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(a) The authorized capital stock of the Company consists only
of
50,000,000 shares of the Company's common stock, of which
993,560 shares are
issued and outstanding as of the date of this Agreement, and
10,000,000 shares
of preferred stock, including 50,000 shares of Series A
Preferred Stock, of
which 35,000 shares are issued and outstanding as of the date of
this Agreement.
All of the issued and outstanding shares of capital stock of the
Company are
duly and validly issued and outstanding and are fully paid and
nonassessable.
None of the outstanding shares of capital stock of the Company
has been issued
in violation of any preemptive rights of the current or past
shareholders of the
Company.
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(b) Except as disclosed on Section 2.3(b) of the Disclosure
Schedule, there are no shares of capital stock or other equity
securities of the
Company reserved for issuance and no outstanding rights relating
to the capital
stock of the Company.
(c) Except as disclosed on Section 2.3(c) of the Disclosure
Schedule, there are no shares of the Company's capital stock or
other equity
securities of the Company outstanding and there are no
outstanding rights with
respect to any of the Company's securities or any right or
privilege (whether
pre-emptive or contractual) capable of becoming a contract or
right for the
purchase, subscription, exchange or issuance of any securities
of the Company.
Section 2.4 Issuance Sale and Delivery of the Shares. The Shares
have
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been duly authorized and, when issued, delivered and paid for in
the manner set
forth in this Agreement, will be duly authorized, validly
issued, fully paid and
nonassessable.
Section 2.5 Company Subsidiaries.
--------------------
The Company has disclosed in Section 2.5 of the Disclosure
Schedule each of
the Company Subsidiaries that is a corporation (identifying its
jurisdiction of
incorporation, each jurisdiction in which it is qualified or
licensed to
transact business, and the number of shares owned and percentage
ownership
interest represented by such share ownership) and each of the
Company
Subsidiaries that is a general or limited partnership, limited
liability
company, or other non-corporate entity (identifying the form of
organization and
the law under which such entity is organized, each jurisdiction
in which it is
qualified or licensed to transact business, and the amount and
nature of the
ownership interest therein). Except as disclosed in Section 2.5
of the
Disclosure Schedule, the Company owns, directly or indirectly,
all of the issued
and outstanding shares of capital stock (or other equity
interests) of each
Company Subsidiary. No capital stock (or other equity interest)
of any Company
Subsidiary is or may become required to be issued by reason of
any rights, and
there are no contracts by which any Company Subsidiary is bound
to issue
additional shares of its capital stock (or other equity
interests) or rights or
by which any Company Subsidiary is or may be bound to transfer
any shares of the
capital stock (or other equity interests) of any Company
Subsidiary. There are
no contracts relating to the rights of any Company Subsidiary to
vote or to
dispose of any shares of the capital stock (or other equity
interests) of any
Company Subsidiary. All of the shares of capital stock (or other
equity
interests) of each Company Subsidiary are fully paid and
nonassessable (except
as provided in 12 U.S.C. Sec.55 with respect to the Bank) and
are owned directly
or indirectly by the Company free and clear of any lien. Except
as disclosed in
Section 2.5 of the Disclosure Schedule, each Company Subsidiary
is a national
banking association, corporation, limited liability company,
limited partnership
or limited liability partnership, and each such Company
Subsidiary is duly
organized, validly existing, and in good standing under the laws
of the
jurisdiction in which it is incorporated or organized, and has
the corporate or
entity power and authority necessary for it to own, lease, and
operate its
assets and to carry on its business as now conducted. Each
Company Subsidiary
is duly qualified or licensed to transact business as a foreign
entity in good
standing in the States of the United States and foreign
jurisdictions where the
character of its assets or the nature or conduct of its business
requires it to
be so qualified or licensed.
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Section 2.6 Financial Statements. The Company has disclosed to
the
--------------------
Purchaser copies of audited consolidated statements of financial
condition as of
December 31, 2005 and 2004, and its audited consolidated
statements of income,
shareholders' equity and cash flow for the two years ended
December 31, 2005 and
2004, together with notes thereto, and its unaudited
consolidated statements of
financial condition as of September 30, 2006, and unaudited
consolidated
statements of income and cash flows for the three-months ended
September 30,
2006 and 2005, together with notes thereto (the "UNAUDITED
INTERIM FINANCIALS").
The financial statements provided (i) were prepared in
accordance with generally
accepted accounting principles ("GAAP") applied on a consistent
basis throughout
the periods indicated, (ii) are in accordance with the Company's
books and
records, and (iii) present fairly the Company's consolidated
financial
condition, assets and liabilities, results of operations,
changes in
shareholders' equity and changes in cash flows as of the dates
indicated and for
the periods specified therein.
Section 2.7 Absence of Undisclosed Liabilities. Neither the
Company
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nor the Bank has any material liabilities or obligations,
whether known or
unknown, matured or unmatured, accrued, absolute, contingent or
otherwise,
whether due or to become due (including without limitation tax
liabilities or
unfunded liabilities under employee benefit plans or
arrangements), other than
those reflected in the Unaudited Interim Financials.
Section 2.8 Absence of Certain Changes or Events. Except as
disclosed
------------------------------------
in Section 2.8 of the Disclosure Schedules: (i) there have been
no events,
changes, or occurrences which resulted in, or are reasonably
likely to result
in, individually or in the aggregate, a Material Adverse Change
on the Company,
(ii) neither the Company nor the Bank has taken any action, or
failed to take
any action, prior to the date of this Agreement, which action or
failure, if
taken after the date of this Agreement, would represent or
result in a material
breach of any of the covenants and agreements of the Company
provided in this
Agreement, and (iii) since December 31, 2005, the Company and
the Bank have
conducted their respective businesses in the ordinary course of
business
consistent with past practice.
Section 2.9 Tax Matters. The Company and the Bank are in
compliance
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with and their records contain all information and documents
(including properly
completed IRS Forms W-9) necessary to comply with, all
applicable information
reporting and tax withholding requirements under federal, state
and local tax
laws, and such records identify with specificity all accounts
subject to backup
withholding under Section 3406 of the Internal Revenue Code of
1986, as amended.
Section 2.10 Environmental Matters.
---------------------
The representations and warranties in this Section 2.10 are the
sole
representations and warranties with respect to environmental,
health and safety
matters, and no other representations and warranties shall be
deemed to apply to
such matters. Except as specifically disclosed in Section 2.10
of the
Disclosure Schedule:
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(a) The Company and, to the Company's Knowledge, each of the
Participation Facilities and Loan Properties (each as
hereinafter defined) is in
compliance with all Environmental Laws, including, but not
limited to, all
applicable federal, state and local laws, including common law,
regulations and
ordinances, and all applicable decrees, orders and contractual
obligations
relating to pollution or the discharge of, or exposure to,
Hazardous Materials
(as hereinafter defined) in the environment or workplace.
(b) There is no proceeding pending or, to the Company's
Knowledge,
threatened, before any Governmental Authority or other forum in
which the
Company, the Bank, any Participation Facility or any Loan
Property, has been or,
with respect to the threatened proceedings, may be, named as a
defendant (x) for
alleged noncompliance (including by any predecessor) with any
Environmental
Laws, or (y) relating to the release, threatened release or
exposure to any
Hazardous Material whether or not occurring at or on a site
owned, leased or
operated by the Company or the Bank, any Participation Facility
or any Loan
Property.
(c) To the Company's Knowledge, during the period of (x) the
Company's or the Bank's ownership or operation of any of the
current or former
property, (y) the Company's or the Bank's participation in the
management of any
Participation Facility, or (z) the Company's or the Bank's
interest in any Loan
Property, there has been no release of Hazardous Materials in,
on, under or
affecting any such property the presence of which would trigger
any reporting,
clean up, or remedial obligation pursuant to any Environmental
Law, except for
such releases which are not reasonably likely to have,
individually or in the
aggregate a Material Adverse Change. To the Company's knowledge,
prior to the
period of (x) the Company's or the Bank's ownership or operation
of any of the
current or former property, (y) the Company's or the Bank's
participation in the
management of any Participation Facility, or (z) the Company's
or the Bank's
interest in a Loan Property, there was no release of Hazardous
Materials in, on,
under or affecting any such property, Participation Facility or
Loan Property
the presence of which would trigger any reporting, clean up, or
remedial
obligation pursuant to any Environmental Law, except for such
releases which are
not reasonably likely to have, individually or in the aggregate,
a Material
Adverse Change.
The following definitions apply for purposes of this Section
2.10: (x)
"HAZARDOUS MATERIALS" means any chemicals, pollutants,
contaminants, wastes,
toxic substances, petroleum, friable asbestos, polychlorinated
biphenyls or
other regulated substances or materials that are hazardous to
the environment or
human health; (y) "LOAN PROPERTY" means any property that
secures or secured any
loans held by the Bank; and (z) "PARTICIPATION FACILITY" means
any facility in
which the Company or the Bank participates in the management
and, where required
by the context, said term means the owner or operator of such
property.
Section 2.11 Compliance with Laws. Except as described in the
SEC
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Reports, the Company and the Company Subsidiaries have complied
and are in
compliance in all material respects with all federal, state and
local statutes,
regulations, ordinances and rules as now in effect and
applicable to the
ownership and operation of their properties or the conduct of
their businesses
as currently being conducted (including, without limitation, all
regulations and
orders of, or agreements with, any Governmental Authority).
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Section 2.12 Legal Proceedings. Except as disclosed in Section
2.12 of
-----------------
the Disclosure Schedule, there are no legal or governmental
actions, suits or
proceedings pending or, to the Company's knowledge, threatened
to which the
Company or any of the Company Subsidiaries is or may be a part
or of which
property owned or leased by the Company or any of the Company
Subsidiaries is or
may be the subject, or related to discrimination matters, which
actions, suits
or proceedings, individually or in the aggregate, might prevent
or might
reasonably be expected to materially and adversely affect the
transactions
contemplated by this Agreement or result in a Material Adverse
Change; and no
labor disturbance by the employees of the Company or any of its
subsidiaries
exists or, to the Company's knowledge, is imminent which might
reasonably be
expected to materially and adversely affect the transactions
contemplated by
this Agreement or result in a Material Adverse Change. Except as
disclosed in
Section 2.12 of the Disclosure Schedule, neither the Company nor
any of the
Company Subsidiaries is party to or subject to the provisions of
any material
injunction, judgment, decree, or order of any Governmental
Authority.
Section 2.13 Reports. Except as disclosed in Section 2.13 of
the
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Disclosure Schedule, since the Company's and the Bank's
inception, each has
timely filed all reports and statements, together with any
amendments required
to be made with respect thereto, that such party was required to
file with
Governmental Authorities. As of their respective dates, each of
such reports
and documents, including the financial statements, exhibits, and
schedules
thereto, complied in all material respects with all applicable
laws. As of
their respective dates, such reports and documents did not
contain any untrue
statement of a material fact or omit to state a material fact
required to be
stated therein or necessary to make the statements made therein,
in light of the
circumstances under which they were made, not misleading.
Section 2.14 Books and Records. The books, records and accounts
of the
-----------------
Company and the Bank accurately and fairly reflect, in
reasonable detail, the
transactions in, and dispositions of, the assets of, and the
results of
operations of, the Company and the Bank. The Company and the
Bank each maintain
a system of internal accounting controls sufficient to provide
reasonable
assurances that (i) transactions are executed in accordance with
management's
general or specific authorizations, (ii) transactions are
recorded as necessary
to permit timely preparation of financial statements in
accordance with
generally accepted accounting principles and the Rules and
Regulations and to
maintain asset accountability, (iii) access to assets is
permitted only in
accordance with management's general or specific authorization
and (iv) the
recorded accountability for assets is compared with the existing
assets at
reasonable intervals and appropriate action is taken with
respect to any
differences; the chief executive officer and the chief financial
officer of the
Company have made all certifications required by the
Sarbanes-Oxley Act of 2002,
as amended (the "SARBANES-OXLEY ACT") and any related rules and
regulations
promulgated by the SEC, and the statements contained in any such
certification
are complete and correct; the Company maintains adequate
"disclosure controls
and procedures" (as defined in Rule 13a-14(c) under the Exchange
Act); the
Company is otherwise in compliance in all material respects with
all applicable
effective provisions of the Sarbanes-Oxley Act.
Section 2.15 Related Party Transactions. Except as set forth
on
--------------------------
Section 2.15 of the Disclosure Schedule, no transaction
involving more than
$5,000 in the aggregate has occurred
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between the Company and any of its officers or directors, any
affiliate or
affiliates of any such officer or director, or any Person
related to any such
officers or director by blood, marriage or adoption, not more
remote than first
cousin, that is not described in the Company's filings with the
SEC. In
addition, except as set forth on Section 2.15 of the Disclosure
Schedule,
neither the Company nor the Bank is a party to, or has
obligations under or will
have obligations under, any agreement, arrangement, contract or
other
understanding, written or oral, involving more than $5,000 in
the aggregate,
with any of their officers or directors, any affiliate or
affiliates of any such
officer or director, or any Person related to any such officers
or director by
blood, marriage or adoption, not more remote than first cousin,
that is not
described in the Company's filings with the SEC.
Section 2.16 Regulatory Matters. Neither the Company nor the
Bank has
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taken or agreed to take any action or has any knowledge of any
fact or
circumstance that is reasonably likely to materially impede or
delay receipt of
any required consents from any Regulatory Authority.
Section 2.17 Brokers and Finders. Except as set forth in Section
2.17
-------------------
of the Disclosure Schedule, no brokers', agents' or finders'
commission or fee
will be owed to any Person as a result of the consummation of
the transactions
contemplated by this Agreement. The Company will pay at the
Effective Time all
fees or commissions due from the Company to any broker, finder,
or agent with
respect to the transactions contemplated hereunder.
Section 2.18 Insurance. The Company and the Bank maintain
insurance of
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the types and in the amounts that the Company reasonably
believes is adequate
for their businesses, including, but not limited to, insurance
covering all real
and personal property owned or leased by the Company or the Bank
against theft,
damage, destruction, acts of vandalism and all other risks
customarily insured
against by similarly situated companies; to the Company's
Knowledge, all
policies of insurance and fidelity or surety bonds insuring the
Company or the
Bank or their respective businesses, assets, employees, officers
and directors
are in full force and effect; to the Company's Knowledge, the
Company and the
Bank are in compliance with the terms of such policies and
instruments in all
material respects; and neither the Company nor the Bank has any
reason to
believe that it will not be able to renew its existing insurance
coverage as and
when such coverage expires or to obtain similar coverage from
similar insurers
as may be necessary to continue their business at a cost that is
not materially
greater than the current cost. Neither the Company nor the Bank
has been denied
any insurance coverage which they have sought or for which they
applied.
Section 2.19 Properties. Each of the Company and the Bank has
good and
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marketable title to all the properties and assets reflected as
owned by them in
the consolidated financial statements included in the SEC
Reports, subject to no
lien, mortgage, pledge, charge or encumbrance of any kind except
(i) those, if
any, reflected in such consolidated financial statements; or
(ii) those which
are not material in amount and do not adversely affect the use
made and promised
to be made of such property by the Company or the Bank. Each of
the Company and
the Bank holds its leased properties under valid and binding
leases, with such
exceptions as are not materially significant in relation to
their respective
businesses. The
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Company and the Bank own or lease all such properties as are
necessary to their
operations as now conducted.
Section 2.20 Intellectual Property. Except as set forth in
Section
---------------------
2.20 of the Disclosure Schedule, the Company and the Bank own or
have obtained
valid and enforceable licenses or options for all Intellectual
Property
necessary for the conduct of the Company's and the Bank's
respective businesses
as currently conducted. Except as set forth in Section 2.20 of
the Disclosure
Schedule, to the Company's knowledge: (i) there are no third
parties who have
any ownership rights to any Intellectual Property that is owned
by, or has been
licensed to, the Company or the Bank that would preclude the
Company or the Bank
from conducting their respective businesses as currently
conducted, except for
the ownership rights of the owners of the Intellectual Property
licensed or
optioned by the Company or the Bank; (ii) there are currently no
sales of any
products that would constitute an infringement by third parties
of any
Intellectual Property owned, licensed or optioned by the Company
or the Bank;
(iii) there is no pending or threatened action, suit, proceeding
or claim by
others challenging the rights of the Company or the Bank in or
to any
Intellectual Property owned, licensed or optioned by the Company
or the Bank,
other than non-material claims; (iv) there is no pending or
threatened action,
suit, proceeding or claim by others challenging the validity or
scope of any
Intellectual Property owned, licensed or optioned by the Company
or its
subsidiaries, other than non-material claims; and (v) there is
no pending or
threatened action, suit, proceeding or claim by others that the
Company or the
Bank infringe or otherwise violate any patent, trademark,
copyright, trade
secret or other proprietary right of others, other than
non-material claims.
Section 2.21 Disclosure of Material Facts. No representation
or
----------------------------
warranty of the Company or the Bank in this Agreement and no
statement in the
Disclosure Schedule omits to state a material fact necessary to
make the
statements herein or therein, in light of the circumstances in
which they were
made, not misleading.
Section 2.22 Survival of Representations, Warranties and
Agreements.
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Notwithstanding any investigation made by any party to this
Agreement, all
covenants, agreements and warranties made by the Company and the
Bank herein and
in the certificates for the Shares delivered pursuant hereto
shall survive the
execution of this Agreement, the delivery to the Purchaser of
the Shares being
purchased and the payment therefor.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants to the Company and the
Bank as
follows:
Section 3.1 Securities Law Representation and Warranty.
------------------------------------------
(a) The Purchaser hereby represents and warrants to, and
covenants
with, the Company and the Bank as follows (i) the Purchaser is
knowledgeable,
sophisticated and experienced in making, and is qualified to
make, decisions
with respect to investments in shares
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representing an investment decision like that involved in the
purchase of the
Shares, including investments in securities issued by the
Company, and has
requested, received, reviewed and considered all information the
Purchaser deems
relevant in making an informed decision to evaluate the merits
and risks of a
purchase of the Shares; (ii) the Purchaser is an "accredited
investor" within
the meaning of Rule 501 of Regulation D promulgated under the
Securities Act,
and (iii) the Purchaser can bear the economic risk and complete
loss of his
investment in the Shares.
(b) The Purchaser is acquiring the Shares in the ordinary
course
of his business and for his own account, not as nominee or
agent, and with no
present intention of distributing any of such Shares or any
arrangement or
understanding with any other persons regarding the distribution
of such Shares
except pursuant to sales registered or exempted under the
Securities Act.
(c) The Purchaser will not, directly or indirectly, offer,
sell,
pledge, transfer or otherwise dispose of (or solicit any offers
to buy, purchase
or otherwise acquire or take a pledge of) any of the Shares
except in compliance
with the provisions of this Agreement and the Securities Act,
applicable state
securities laws and the respective rules and regulations
thereunder.
(d) The Purchaser has been furnished with all materials
relating
to the business, financial condition, results of operations,
properties,
management, operations and prospects of the Company and the Bank
which have been
requested by the Purchaser. The Purchaser has been afforded the
opportunity to
ask questions of the Company and has received answers from an
authorized
representative of the Company which are satisfactory to the
Purchaser.
Section 3.2 Purchaser's Authority. The Purchaser further
represents
---------------------
and warrants to, and covenants with, the Company that (i) the
Purchaser has full
right, power, authority and capacity to enter into this
Agreement and to
consummate the transactions contemplated hereby, and (ii) upon
the execution and
delivery of this Agreement, this Agreement shall constitute a
valid and binding
obligation of the Purchaser enforceable in accordance with its
terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency,
reorganization, moratorium or similar laws affecting creditors'
and contracting
parties' rights generally and except as enforceability may be
subject to general
principles of equity.
Section 3.3 No Advice. The Purchaser understands that nothing in
this
---------
Agreement or any other materials presented to the Purchaser in
connection with
the purchase and sale of the Shares constitutes legal, tax or
investment advice.
The Purchaser has consulted such legal, tax and investment
advisors as the
Purchaser, in its sole discretion, has deemed necessary or
appropriate in
connection with its purchase of the Shares.
Section 3.4 Available Financing. The Purchaser further
represents and
-------------------
warrants that he currently has, and will have at the Effective
Time, sufficient
funds to complete the contemplated transactions.
10
<PAGE>
Section 3.5 Regulatory Matters. The Purchaser has not taken or
agreed
------------------
to take any action or has any knowledge of any fact or
circumstance that is
reasonably likely to materially impede or delay receipt of any
required consents
from any Regulatory Authority.
Section 3.6 Survival of Representations, Warranties and
Agreements.
--------------------
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