Exhibit 4.1





Exhibit 4.1




EXHIBIT A




SERIES [A/B] COMMON SHARE WARRANT




PARK NATIONAL CORPORATION




			
	 	 	 
	Warrant Shares:                     
	 	Initial Exercise Date:                       , 2009
	 	 	 
	Warrant Number:                     	 	 






THIS SERIES [A/B] COMMON SHARE WARRANT (the “Warrant”) certifies that, for value
received,                      (the “Holder”) is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the date
hereof (the “Initial Exercise Date”) and on or prior to the close of business on
                    1 (the “Termination Date”) but not thereafter, to subscribe for
and purchase from Park National Corporation, an Ohio corporation (the “Company”), up to
                     common shares (the “Warrant Shares”). The purchase price of one Common Share under
this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).



Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase Agreement (the
“Purchase Agreement”), dated October
 _____, 2009, among the Company and the purchasers
signatory thereto.




Section 2. Exercise.




(a) Exercise of Warrant. Exercise of the purchase rights represented by this
Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by: (i) delivery to the Company (or
such other office or agency of the Company as the Company may designate by notice in writing
to the registered Holder at the last address of the Holder appearing on the books of the
Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto;
and (ii) within three (3) Trading Days after the date said Notice of Exercise is delivered
to the Company, payment to the Company of the aggregate Exercise Price in respect of the
Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United
States bank or, if available, pursuant to the cashless exercise procedure specified in
Section 2(c) below. Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically surrender this Warrant to the Company until the Holder has
purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder shall have the effect of
lowering the outstanding number of Warrant Shares




 





	 	 	 
	1	 	As to the Series A Warrants, the six-month anniversary
of the date of the Purchase Agreement; and as to the Series B Warrants, the
one-year anniversary of the date of the Purchase Agreement.




 


 









 










purchasable hereunder in an amount equal to the applicable number of Warrant Shares
purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. Absent manifest error, the records of the
Company shall be conclusive as to the number of Warrant Shares issuable upon exercise and
binding on the Company, the Holder and any assignee. The Company shall deliver any
objection to any Notice of Exercise Form within two (2) Business Days of receipt of such
notice. In the event of any dispute or discrepancy, the Company’s records shall govern.
The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by
reason of the provisions of this Section 2(a), following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof.




(b) Exercise Price. The exercise price per Common Share of the Common Shares
under this Warrant shall be $_____ 
,2 subject to adjustment hereunder (the
“Exercise Price”).




(c) Cashless Exercise. If at the time of exercise hereof both (i) there is no
effective registration statement registering, or the prospectus contained therein is not
available for the issuance of the Warrant Shares to the Holder and (ii) all of the Warrant
Shares are not then registered for resale by Holder into the market at market prices from
time to time on an effective registration statement for use on a continuous basis (or the
prospectus contained therein is not available for use), then this Warrant may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:




	 	(A)	 	= the VWAP on the Trading Day immediately preceding the date on
which Holder elects to exercise this Warrant by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise;







	 	(B)	 	= the Exercise Price of this Warrant, as adjusted hereunder;
and







	 	(X)	 	= the number of Warrant Shares that would be issuable upon
exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.







“VWAP” means, for any date, the price determined by the first of the following
clauses that applies: (i) if the Common Shares are then listed or quoted on a Trading
Market, the daily volume weighted average price of the Common Shares for such date (or the
nearest preceding date) on the Trading Market on which the Common Shares are then listed or
quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time), (ii) if the Common Shares are then quoted on the
OTC Bulletin Board, the volume weighted average price of the Common Share for such date (or
the nearest preceding date) on the OTC Bulletin Board,




 





	 	 	 
	2	 	As to the Series A Warrants, $_____; and, as to the
Series B Warrants, $_____.




 


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(iii) if the Common Shares are not then listed or quoted on a Trading Market or the OTC
Bulletin Board and if prices for the Common Shares are then reported in the “Pink Sheets”
published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per Common Share of the Common
Shares so reported, or (iv) in all other cases, the fair market value of a Common Share as
determined by an independent appraiser selected in good faith by the Company and reasonably
acceptable to the Holders of a majority in interest of the Securities then outstanding, the
fees and expenses of which shall be paid by the Company.




(d) Mechanics of Exercise.




i. Delivery of Certificates Upon Exercise. Certificates for
Common Shares purchased hereunder shall be transmitted by the Transfer Agent
to the Holder by crediting the account of the Holder’s prime broker with The
Depository Trust Company through its Deposit Withdrawal Agent Commission
(“DWAC”) system if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to the Holder or (B) this Warrant is being
exercised via cashless exercise, and otherwise by physical delivery to the
address specified by the Holder in the Notice of Exercise by the date that
is three (3) Trading Days after the latest of (x) the delivery to the
Company of the Notice of Exercise Form and receipt of the DWAC request from
the Holder’s prime broker (if applicable), (y) surrender of this Warrant (if
required) and (z) payment of the aggregate Exercise Price as set forth above
(including by cashless exercise, if permitted) (such date, the “Warrant
Share Delivery Date”). This Warrant shall be deemed to have been
exercised on the first date on which all of the foregoing specified in
clauses (x), (y) and (z) shall have been delivered to the Company. The
Warrant Shares shall be deemed to have been issued, and the Holder or any
other Person so designated to be named therein shall be deemed to have
become a holder of record of such Warrant Shares for all purposes, as of the
date the Warrant has been properly exercised, with payment to the Company of
the Exercise Price (or by cashless exercise, if permitted) and all taxes
required to be paid by the Holder, if any, pursuant to Section 2(d)(vi)
prior to the issuance of such Warrant Shares, having been paid.




ii. Delivery of New Warrants Upon Exercise. If this Warrant
shall have been exercised in part, the Company shall, at the request of a
Holder and upon surrender of this Warrant certificate, at the time of
delivery of the certificate or certificates representing Warrant Shares,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase
the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.


 


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iii. Rescission Rights. If the Company fails to cause the
Transfer Agent to transmit to the Holder a certificate or the certificates
representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant
Share Delivery Date, then, the Holder will have the right to rescind such
exercise.




iv. Compensation for Buy-In on Failure to Timely Deliver
Certificates Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit
to the Holder a certificate or the certificates representing the Warrant
Shares in the manner provided by Section 2(d)(i) by the Warrant Share
Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, Common Shares to deliver in satisfaction
of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall
(A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue by (2) the price at
which the sell order giving rise to such purchase obligation was executed,
and (B) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was
not honored (in which case such exercise shall be deemed rescinded) or
deliver to the Holder the number of Common Shares that would have been
issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common Shares
having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of Common Shares with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the
immediately preceding sentence the Company shall be required to pay the
Holder $1,000. Notwithstanding the foregoing, the Company shall not be
required to make the payments set forth herein in the case of uncertificated
Warrant Shares if the Holder fails to timely file a request with The
Depository Trust Company to receive such uncertificated Warrant Shares. The
Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the
Company, evidence reasonably satisfactory to the Company of the amount of
such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
Common Shares upon exercise of the Warrant as required pursuant to the terms
hereof.


 


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v. No Fractional Common Shares or Scrip. No fractional Common
Shares or scrip representing fractional Common Shares shall be issued upon
the exercise of this Warrant. As to any fraction of a Common Share which
the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole Common Share.




vi. Charges, Taxes and Expenses. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued in the name of the Holder or in such
name or names as may be directed by the Holder; provided,
however, that in the event certificates for Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form
attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.




vii. Closing of Books. The Company will not close its
shareholder books or records in any manner which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.




(e) Holder’s Exercise Limitations. The Company shall not effect any exercise
of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder
(together with the Holder’s Affiliates, and any other Persons acting as a group together
with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of Common Shares beneficially owned by the Holder and its Affiliates shall
include the number of Common Shares issuable upon exercise of this Warrant with respect to
which such determination is being made, but shall exclude the number of Common Shares which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of
the unexercised or nonconverted portion of any other securities of the Company (including,
without limitation, any other Common Share Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by
the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for
purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it
being acknowledged by the Holder that the Company is not representing to the Holder that
such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is
solely responsible for any


 


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schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 2(e) applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable shall be in the sole
discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates) and of which portion of this
Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the
Company shall have no obligation to verify or confirm the accuracy of such determination and
shall have no liability for exercises of the Warrant that are in noncompliance with the
Beneficial Ownership Limitation. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in
determining the number of outstanding Common Shares, a Holder may rely on the number of
outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement
by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of Common Shares outstanding. Upon the written or oral request of
a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the
Holder the number of Common Shares then outstanding as established by (A), (B) or (C) above,
as applicable. In any case, the number of outstanding Common Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates since the date as of which such number of
outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall
be [4.99%/9.99%] of the number of Common Shares outstanding immediately after giving effect
to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon
not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds [4.99%/9.99%] of the number of Common Shares outstanding
immediately after giving effect to the issuance of Common Shares upon exercise of this
Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply.
Any such increase or decrease will not be effective until the 61st day after such
notice is delivered to the Company and shall only be effective with respect to such Holder.
The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial
Ownership Limitation herein contained or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitations contained in this
paragraph shall apply to a successor holder of this Warrant. For the avoidance of doubt, no
additional consideration, cash or otherwise, will be payable by the Company or the Holder as
a result of any adjustment pursuant to this Section 2(e).





 


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Section 3. Certain Adjustments.




(a) Stock Dividends and Splits. If the Company, at any time while this Warrant
is outstanding: (i) pays a share dividend or otherwise makes a distribution or
distributions, in each case payable in its Common Shares, to all holders of Common Shares
(and not to the Holders) (excluding, for avoidance of doubt, any Common Shares issued by the
Company upon exercise of this Warrant), (ii) subdivides outstanding Common Shares into a
larger number of Common Shares, or (iii) combines (including by way of reverse stock split)
outstanding Common Shares into a smaller number of Common Shares, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number
of Common Shares (excluding treasury shares, if any) outstanding at 5:00 p.m. (New York City
time) on the Trading Day immediately before such event, and of which the denominator shall
be the number of Common Shares that would be outstanding immediately after, and solely as a
result of, such event, and the number of Common Shares issuable upon exercise of this
Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately prior to 9:00 a.m. (New York City time) on the Ex-Dividend Date
for such dividend or distribution or the effective date of such subdivision or combination,
as the case may be. “Ex-Dividend Date” means, when used with respect to any
dividend, distribution or issuance, the first date on which the Common Shares trade on the
Trading Market, regular way, without the right to receive the relevant dividend,
distribution or issuance.




(b) [RESERVED]




(c) [RESERVED]




(d) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, shall distribute to all holders of Common Shares (and not to the Holders)
evidences of its indebtedness or assets (excluding (i) any dividend or distribution of
Common Shares (which shall be subject to Section 3(a)), (ii) any issuance of rights or
warrants to subscribe for or purchase Common Shares, (iii) any dividend or distribution of
cash (which shall be subject to Section 3(e)), and (iv) any dividend or distribution in
connection with a Fundamental Transaction (which shall be subject to Section 3(f)), then in
each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in
effect immediately prior to the record date fixed for determination of shareholders entitled
to receive such distribution by a fraction, of which the numerator shall be the VWAP on the
Trading Date immediately preceding the Ex-Dividend Date for such distribution, and of which
the denominator shall be such VWAP less the fair market value, on the Ex-Dividend Date for
such distribution, of the portion of such assets or evidence of indebtedness or the portion
of such subscription or purchase rights, in each case applicable to one Common Share as
determined by the Board of Directors in good faith. The adjustments shall be described in a
statement provided to the Holder, which shall set out the portion of assets or evidences of
indebtedness or the portion of such subscription or purchase rights, in either case
applicable to one outstanding Common Share. Such adjustment shall become effective
immediately prior to 9:00 a.m. (New York City time) on the Ex-Dividend Date for such
distribution.



 


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(e) Cash Dividends. If the Company, at any time while this Warrant is
outstanding, pays a dividend or otherwise makes a distribution or distributions, in each
case consisting exclusively of cash, to all holders of Common Shares (and not to the
Holders) (excluding (i) any dividend or distribution in connection with a Fundamental
Transaction (which shall be the subject of Section 3(f)) and regular cash dividends to the
extent that such dividends do not exceed $0.94 per Common Share in any fiscal quarter (the
“Dividend Threshold Amount”), then the Exercise Price shall be multiplied by a
fraction, of which the numerator shall be the VWAP on the Trading Day immediately preceding
the Ex-Dividend Date for such distribution, and of which the denominator shall be such VWAP
less (i) in the case of a regularly scheduled quarterly dividend, the amount in cash per
Common Share of the distribution exceeding the Dividend Threshold Amount or (ii) in the case
of a dividend that is not a regularly scheduled quarterly dividend, the amount in cash per
Common Share of the distribution. Such adjustment shall become effective immediately prior
to 9:00 a.m. (New York City time) on the Ex-Dividend Date for such distribution.




(f) Fundamental Transaction. If, at any time while this Warrant is outstanding,
(i) the Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person and the Company is not
the surviving corporation, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Shares are permitted to
sell, tender or exchange their Common Shares for other securities, cash or property and has
been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the
Company, directly or indirectly, in one or more related transactions effects any
reclassification, reorganization or recapitalization of the Common Shares or any compulsory
share exchange pursuant to which the Common Shares are effectively converted into or
exchanged for other securities, cash or property, (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires
more than 50% of the outstanding Common Shares (not including any Common Shares held by the
other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that
would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder (without regard to any limitation in
Section 2(d) on the exercise of this Warrant), the number of shares of common stock of the
successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a
result of such Fundamental Transaction by a holder of the number of Common Shares for which
this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(d) on the exercise of this Warrant). For purposes of
any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one Common Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Shares are given any choice as to the securities, cash or property to
be received in a Fundamental Transaction, then the Holder shall be given the same choice as
to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.


 


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(g) Calculations. All calculations under this Section 3 shall be made to the
nearest cent or the nearest 1/100th of a Common Share, as the case may be. For purposes of
this Section 3, the number of Common Shares deemed to be issued and outstanding as of a
given date shall be the sum of the number of Common Shares (excluding treasury shares, if
any) issued and outstanding.




(h) Notice to Holder.




i. Adjustment to Exercise Price. Whenever the Exercise Price is
adjusted pursuant to any provision of this Section 3, the Company shall
promptly mail to the Holder a notice setting forth the Exercise Price after
such adjustment and setting forth a brief statement of the facts requiring
such adjustment.




ii. Notice to Allow Exercise by Holder. If during the term in
which this Warrant may be exercised by the Holder (A) the Company shall
declare a dividend (or any other distribution in whatever form) on the
Common Shares (other than a regular cash dividend that does not exceed the
Dividend Threshold Amount), (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Shares, (C) the
Company shall authorize the granting to all holders of the Common Shares
rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any shareholders of the
Company shall be required in connection with any reclassification of the
Common Shares, any consolidation or merger to which the Company is a party,
any sale or transfer of all or substantially all of the assets of the
Company, or any compulsory share exchange whereby the Common Shares are
converted into other securities, cash or property, or (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall
cause to be mailed to the Holder at its last address as it shall appear upon
the Warrant Register of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of the Common Shares of
record to be entitled to such dividend,


 


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distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Shares of record
shall be entitled to exchange their Common Shares for securities, cash or
other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect
the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder constitutes, or
contains, material, non-public information regarding the Company or any of
the Subsidiaries, the Company shall simultaneously disclose such information
in compliance with applicable securities laws. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.




Section 4. Transfer of Warrant.




(a) Transferability. Subject to compliance with applicable securities laws,
this Warrant and all rights hereunder are transferable, in whole, upon surrender of this
Warrant at the principal office of the Company or its designated agent, together with a
written assignment of this Warrant substantially in the form attached hereto duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees, as applicable, and in the denomination or denominations specified in
such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The
Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.




(b) New Warrants. This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a written
notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any
transfer which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall include reference to the initial issuance date set forth on the first page of this
Warrant and shall be identical with this Warrant except as to the number of Warrant Shares
issuable pursuant thereto and the Warrant number.




 


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(c) Warrant Register. The Company shall register this Warrant, upon records to
be maintained by the Company for that purpose (the “Warrant Register”), in the name
of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
written notice to the contrary.



(d) Understandings or Arrangements. Such Holder is acquiring this Warrant as
principal for its own account and has no direct or indirect arrangement or understandings
with any other Persons to distribute or regarding the distribution of such Warrant (this
representation and warranty not limiting such Holder’s right to sell the Warrant pursuant to
the Registration Statement or otherwise in compliance with applicable federal and state
securities laws.) Such Holder is acquiring this Warrant hereunder in the ordinary course of
its business.


Section 5. Miscellaneous.




(a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the
Holder to any voting rights, dividends or other rights as a shareholder of the Company prior
to the exercise hereof as set forth in Section 2(d)(i).



(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any share certificate relating to the
Warrant Shares, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or share
certificate, if mutilated, the Company will make and deliver a new Warrant or share
certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or
share certificate. Applicants for a replacement Warrant under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such other reasonable
charges as the Company may prescribe.



(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.



(d) Authorized Common Shares.




The Company covenants that, during the period the Warrant is outstanding, it
will reserve from its Common Shares held in treasury a sufficient number of Common
Shares to provide for the issuance of the Warrant Shares upon the exercise of any
purchase rights under this Warrant. The Company further covenants that its issuance
of this Warrant shall constitute full authority to its officers who are charged with
the duty of executing share certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights under
this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Trading Market upon which the Common
Shares may be listed. The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant will,
upon exercise of the purchase rights represented by this Warrant and payment for
such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


11









 






Except and to the extent as waived or consented to by the Holder, the Company
shall not by any action, including, without limitation, amending its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase
the par value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (ii) take all such action
as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this
Warrant.




Before taking any action which would result in an adjustment in the number of
Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.



(e) Jurisdiction. All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be determined in accordance with the
provisions of the Purchase Agreement.



(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant, if not registered, and the Holder does not utilize
cashless exercise, will have restrictions upon resale imposed by state and federal
securities laws.


 


12









 





(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice Holder’s rights, powers or remedies. Without limiting any other
provision of this Warrant or the Purchase Agreement, if the Company willfully and
knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.



(h) Notices. Any notice, request or other document required or permitted to be
given or delivered to the Holder by the Company shall be delivered in accordance with the
notice provisions of the Purchase Agreement.



(i) Limitation of Liability. No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of Holder, shall give rise to any liability
of Holder for the purchase price of any Common Shares or as a shareholder of the Company,
whether such liability is asserted by the Company or by creditors of the Company.



(j) Remedies. The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific performance of
its rights under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive and not to assert the defense in any action for
specific performance that a remedy at law would be adequate.



(k) Successors and Assigns. Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Company and the successors and
permitted assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of any Holder from time to time of this Warrant and shall be enforceable by the
Holder or holder of Warrant Shares.



(l) Amendment. This Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and Holders holding Warrants at least
equal to 50% of the Warrant Shares issuable upon exercise of all then outstanding Warrants.



(m) Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of this Warrant.



(n) Headings. The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


13









 





********************




(Signature Pages Follow)



 


14









 





IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized as of the date first above indicated.



	 	 	 	 	 
	 	PARK NATIONAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


15









 







NOTICE OF EXERCISE




TO: PARK NATIONAL CORPORATION





(1) The undersigned hereby elects to purchase                      Warrant Shares of the Company pursuant
to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if any.



(2) Payment shall take the form of (check applicable box):




o
in lawful money of the United States; or




o
if permitted] the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in Subsection 2(c), to
exercise this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth in Subsection
2(c).



(3) Please issue a certificate or certificates representing said Warrant Shares in the name of
the undersigned or in such other name as is specified below:



	 	 	 
	 

	 	 







The Warrant Shares shall be delivered to the following DWAC Account Number:



	 	 	 
	Account Number:

	 	 

	Account Name:

	 	 

	DTC Number

	 	 







or by physical delivery of a certificate to:



	 	 	 
	 

	 	 

	 

	 	 

	 

	 	 







(4) The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.



[SIGNATURE OF HOLDER]




	 	 	 
	Name of Investing Entity:

	 	 







	 	 	 
	Signature of Authorized Signatory of Investing Entity:

	 	 







	 	 	 
	Name of Authorized Signatory:

	 	 







	 	 	 
	Title of Authorized Signatory:

	 	 







	 	 	 
	Date:

	 	 







 












 





ASSIGNMENT FORM




(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to exercise the Warrant.)




FOR VALUE RECEIVED, all of the foregoing Warrant, or that portion of the foregoing Warrant
covering [__________] Warrant Shares, and all rights evidenced thereby are hereby assigned to



	 	 	 
	 


	 	whose address is






	 	 	 
	 	 .
	 	 
	 	 







Dated:                     ,           



	 	 	 
	Holder’s Signature:

	 	 

	
Holder’s Address:

	 	 

	 

	 	

 







	 	 	 
	Signature Guaranteed:

	 	 






NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.