CASH 2018 Special Proxy Statement

Company Bank and each board of directors, board of managers or managing member of their respective Subsidiaries, in each case in form and substance satisfactory to Buyer and effective at Closing. (i) FIRPTA Certificate . Buyer shall have received (i) an affidavit by Company dated as of the Closing Date, sworn under penalty of perjury and signed by an officer of Company and (ii) an affidavit by Company Bank dated as of the Closing Date, sworn under penalty of perjury and signed by an officer of Company Bank, in each case, in form and substance required under the Treasury Regulations issued pursuant to Section 1445(b)(3) of the Code, stating that Company or Company Bank, as applicable, is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (j) No Burdensome Condition . No Governmental Authority shall have imposed any term, condition, prohibition, limitation or other requirement upon any Buyer Party or any of their Subsidiaries that is a Burdensome Condition in connection with, as a result of, or otherwise related to the transactions contemplated by this Agreement (including any term, condition, prohibition, limitation or other requirement in connection with any Regulatory Approval or with an effectiveness contingent upon consummation of the transactions contemplated by this Agreement). (k) Tax Opinions Relating to the Merger . Buyer shall have received an opinion from Katten Muchin Rosenman LLP dated as of the Closing Date, in substance and form reasonably satisfactory to Buyer to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Katten Muchin Rosenman LLP, may require and rely upon representations as to certain factual matters contained in certificates of officers of each of Company and Buyer, in form and substance reasonably acceptable to such counsel. (l) Regulatory Action . Company shall have delivered to Buyer evidence of satisfaction of corrective actions, if any, as reasonably determined by Buyer. (m) Tax Report Related to the Executive Employment Agreements . Buyer shall have received the Fair Market Valuation of Covenant Not to Compete report from BDO USA LLP dated as of December 31, 2017, in substance and form reasonably satisfactory to Buyer regarding the valuation of certain restrictive covenants for purposes of determining reasonable compensation within the meaning of Section 280G of the Code. (n) Approval of Amendment to Charter . A majority of the outstanding number of shares of Buyer Common Stock shall have approved an amendment to Buyer’s certificate of incorporation to increase the number of authorized shares of Buyer Common Stock. (o) Adjusted Tangible Common Equity . The Adjusted Tangible Common Equity of the Company shall be not less than $97,000,000 as of the Determination Date. (p) 2017 Audited Financials. Buyer shall have received a copy of the 2017 Audited Financials. (q) Plan Terminations . Buyer shall have received duly adopted resolutions terminating the Company Benefit Plans as required under Sections 5.12(b) and 5.12(c). (r) Plan Compliance . Buyer shall have received the items listed on Company Party Disclosure Schedule 6.03(r). Section 6.04. Frustration of Closing Conditions . None of Buyer, Buyer Bank, Company or Company Bank may rely on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to comply with its obligations hereunder. A-58