Exhibit 10.3





Exhibit 10.3




SECURITIES PURCHASE AGREEMENT




This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2009,
between Park National Corporation, an Ohio corporation (the “Company”), and each purchaser
identified on the signature pages hereto (each, including its successors and assigns, a
“Purchaser” and collectively, the “Purchasers”).



WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally
and not jointly, desires to purchase from the Company, securities of the Company as more fully
described in this Agreement.



NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and each Purchaser agree as follows:



ARTICLE I.

DEFINITIONS




1.1  Definitions. In addition to the terms defined elsewhere in this Agreement, for
all purposes of this Agreement, the following terms have the meanings set forth in this Section
1.1:




“Affiliate” means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule 405 under the Securities Act.




“Board of Directors” means the board of directors of the Company.




“Business Day” means any day except any Saturday, any Sunday, any day which is
a federal legal holiday in the United States or any day on which banking institutions in the
State of Ohio, the State of Kentucky, the State of Alabama, the State of Florida or the
State of New York are authorized or required by law or other governmental action to close.




“Closing” means the closing of the purchase and sale of the Common Shares
pursuant to Section 2.1.




“Closing Date” means the third Trading Day after the date hereof or as
otherwise agreed to by the parties hereto.




“Commission” means the United States Securities and Exchange Commission.




“Common Shares” means the common shares of the Company, no par value, and any
other class of securities into which such securities may hereafter be reclassified or
changed.


 


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“Common Share Equivalents” means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares,
including, without limitation, any debt, preferred shares, rights, options, warrants or
other instrument that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Shares.




“Company Counsel” means Vorys, Sater, Seymour and Pease LLP, with offices
located at 52 East Gay Street, Columbus, Ohio 43215.




“Disclosure Schedules” means the Disclosure Schedules of the Company delivered
concurrently herewith.




“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.




“Exempt Issuance” means the issuance of (a) Common Shares or options to
employees, officers or directors of the Company pursuant to any 401(k), stock or option plan
duly adopted for such purpose, by a majority of the non-employee members of the Board of
Directors, by a majority of the members of a committee of non-employee directors established
for such purpose or otherwise pursuant to the terms of such plan, (b) Common Shares to the
Park National Corporation Defined Benefit Pension Plan, (c) securities exercisable or
exchangeable for or convertible into Common Shares issued and outstanding on the date of
this Agreement (including, without limitation, the Warrant to Purchase Common Stock issued
by the Company to the United States Department of the Treasury on December 23, 2008),
provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price or
conversion price of such securities other than pursuant to the terms of such securities, (d)
securities issued pursuant to stock splits, stock dividends or distributions,
recapitalizations and similar events affecting the Common Shares and (e) securities issued
pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall only be to a
Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an asset in a business synergistic with the business of the Company
and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is investing in
securities. “Exempt Issuance” also includes the acquisition of Common Shares under
the terms of the Park National Corporation Dividend Reinvestment Plan (the “Park
DRIP”) for the accounts of participants in the Park DRIP, which Common Shares will be
purchased on the open market at current market prices by or at the direction of a registered
broker-dealer acting as an independent stock purchasing agent (the “Park DRIP Purchasing
Agent”) for the Park DRIP.




“Liens” means a lien, charge, security interest, encumbrance, right of first
refusal, preemptive right or other restriction, other than restrictions imposed by
securities laws.


 


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“Per Share Purchase Price” equals $60.00, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar transactions of
the Common Shares that occur after the date of this Agreement.




“Person” means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.




“Proceeding” means an action, claim, suit, investigation or proceeding
(including, without limitation, an informal investigation or partial proceeding, such as a
deposition), whether commenced or threatened.




“Prospectus” means the base prospectus filed with the Registration Statement.




“Prospectus Supplement” means the supplement to the Prospectus complying with
Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the
Company to each Purchaser prior to or at the Closing.




“Registration Statement” means the effective registration statement, as
amended, filed with the Commission (File No. 333-159454) which registers the sale of the
Common Shares to the Purchasers.




“Rule 144” means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.




“Rule 424” means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.




“Securities Act” means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.




“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO
under the Exchange Act (but shall not be deemed to include the location and/or reservation
of borrowable Common Shares).




“Subscription Amount” means, as to each Purchaser, the aggregate amount to be
paid for Common Shares purchased hereunder as specified below such Purchaser’s name on the
signature page of this Agreement and next to the heading “Subscription Amount,” in United
States dollars and in immediately available funds.




“Subsidiary” means any subsidiary of the Company as set forth in the SEC
Reports, and shall, where applicable, also include any direct or indirect subsidiary of the
Company formed or acquired after the date hereof.


 


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“Trading Day” means a day on which the Trading Market is open for trading.




“Trading Market” means NYSE Amex (or any successors).




“Transaction Documents” means this Agreement and any other documents or
agreements executed in connection with the transactions contemplated hereunder.




“Transfer Agent” means The Park National Bank (through the First-Knox National
Division), the current transfer agent of the Company, with a mailing address of One South
Main Street, Mount Vernon, Ohio 43050, and a facsimile number of (740) 399-5296, and any
successor transfer agent of the Company.




“WS” means Weinstein Smith LLP with offices located at 420 Lexington Avenue,
Suite 2620, New York, New York 10170-0002.



ARTICLE II.

PURCHASE AND SALE




2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set
forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to
purchase, up to an aggregate of $_____,000,000 of Common Shares, as to each Purchaser for such
Subscription Amount as is specified below such Purchaser’s name on the signature page hereto. Each
Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to
such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such
Purchaser and the Company shall deliver to each Purchaser its respective Common Shares as
determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other
items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction or waiver of the
covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices
of WS or such other location as the parties shall mutually agree.



2.2 Deliveries.




(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered
to each Purchaser the following:




(i) this Agreement duly executed by the Company;




(ii) a legal opinion of Company Counsel, in form and substance reasonably
satisfactory to Rodman & Renshaw, LLC, the placement agent;




(iii) a copy of the irrevocable instructions to the Transfer Agent instructing
the Transfer Agent to deliver via the Depository Trust Company Deposit Withdrawal
Agent Commission System (“DWAC”) that number of Common Shares equal to such
Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered
in the name of such Purchaser; and




(iv) the Prospectus and Prospectus Supplement (which may be delivered in
accordance with Rule 172 under the Securities Act).


 


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(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered to the Company the following:




(i) this Agreement duly executed by such Purchaser; and




(ii) following receipt of such Purchaser’s Common Shares being purchased
hereunder, such Purchaser’s Subscription Amount by wire transfer to the account as
specified in writing by the Company.




2.3 Closing Conditions.




(a) The obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:




(i) the accuracy in all material respects when made and on the Closing Date
(unless as of a specific date therein) of the representations and warranties of the
Purchasers contained herein;




(ii) all obligations, covenants and agreements of each Purchaser required to be
performed at or prior to the Closing Date shall have been performed in all material
respects; and




(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b)
of this Agreement.




(b) The respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:




(i) the accuracy in all material respects when made and on the Closing Date
(unless as of a specific date therein) of the representations and warranties of the
Company contained herein;




(ii) all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been performed in all material
respects; and




(iii) the delivery by the Company of the items set forth in Section 2.2(a) of
this Agreement.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




3.1 Representations and Warranties of the Company. Except as set forth in the
Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify
any representation otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following
representations and warranties to each Purchaser:


 


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(a) Subsidiaries. All of the direct and indirect significant Subsidiaries (as
defined in Rule 1-02(w) of Regulation S-X) of the Company are set forth in the SEC Reports.
Except as set forth in the SEC Reports, the Company owns, directly or indirectly, all of the
capital stock or other equity interests of each Subsidiary free and clear of any Liens, and,
except as set forth in the SEC Reports, all of the issued and outstanding shares of capital
stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of
preemptive and similar rights to subscribe for or purchase securities.




(b) Organization and Qualification. The Company and each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization (as applicable),
with the requisite power and authority to own and use its properties and assets and to carry
on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation or default of any of the provisions of its respective certificate or articles of
incorporation, bylaws, regulations or other organizational or charter documents. Each of
the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, would not
reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results
of operations, assets, business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect its obligations under any Transaction Document (any of
(i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.




(c) Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby and have been duly
authorized by all necessary action on the part of the Company and no further action is
required by the Company, the Board of Directors or the Company’s shareholders in connection
therewith other than in connection with the Required Approvals. Each Transaction Document
to which the Company is a party has been (or upon delivery will have been) duly executed by
the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.


 


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(d) No Conflicts. The execution, delivery and performance by the Company of
the Transaction Documents, the issuance and sale of the Common Shares and the consummation
by the Company of the transactions contemplated hereby and thereby to which it is a party do
not and will not (i) conflict with or violate any provision of the Company’s or any
Subsidiary’s certificate or articles of incorporation, bylaws, regulations or other
organizational or charter documents, or (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under, result in the
creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with
or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary is bound or
affected; except in the case of each of clauses (ii) and (iii), such as would not have or
reasonably be expected to result in a Material Adverse Effect. The issuance and sale of the
Common Shares hereunder does not contravene the rules and regulations of the Trading Market.




(e) Filings, Consents and Approvals. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of
the Transaction Documents, other than: (i) the filings required pursuant to Section 4.2 of
this Agreement; (ii) the filing with the Commission of the Prospectus Supplement; (iii)
application(s) to the Trading Market for the listing of the Common Shares for trading
thereon in the time and manner required thereby; (iv) such filings as are required to be
made under applicable state securities laws; and (v) such consents, waivers, authorizations
or orders, or such filings, as have been obtained or made (collectively, the “Required
Approvals”).




(f) Issuance of the Common Shares; Registration. The Common Shares are duly
authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company. The Registration Statement was declared effective under
the Securities Act on May 22, 2009 (the “Effective Date”) and no stop order
preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings
for that purpose have been instituted or, to the actual knowledge of the Company, are
threatened by the Commission. The Company, if required by the rules and regulations of the
Commission, proposes to file the Prospectus Supplement, with the Commission pursuant to Rule
424(b). At the time the Registration Statement and any amendments thereto became effective,
at the date of this Agreement and at the Closing Date, the Registration Statement and any
amendments thereto conformed and will conform in all material respects to the requirements of
the Securities Act and did not
and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading; and the Prospectus and any amendments or supplements thereto, at time the
Prospectus or any amendment or supplement thereto was issued and at the Closing Date,
conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


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(g) Capitalization. The capitalization of the Company is as set forth on
Schedule 3.1(g). As of the date of the Agreement, the Company has not issued any capital
stock since it filed its most recently filed periodic report under the Exchange Act, other
than pursuant to the exercise of employee stock options under the Company’s stock option
plans and the issuance of Common Shares pursuant to the Company’s Stock Plan for
Non-Employee Directors of Park National Corporation and Subsidiaries. In addition, Common
Shares are to be acquired under the terms of the Park DRIP for the accounts of participants
in the Park DRIP, which Common Shares will be purchased on the open market at current market
prices by or at the direction of the Park DRIP Purchasing Agent. No Person has any right of
first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as disclosed in the
SEC Reports, as a result of the purchase and sale of the Common Shares, pursuant to equity
compensation plans or agreements filed as exhibits to the SEC Reports or pursuant to the
Park DRIP, there are no outstanding options, warrants, script rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire, any Common Shares, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to issue
additional Common Shares or Common Share Equivalents, in each case issued by the Company.
The issuance and sale of the Common Shares will not obligate the Company to issue Common
Shares or other securities to any Person (other than the Purchasers) and will not result in
a right of any holder of Company securities to adjust the exercise, conversion, exchange or
reset price under any of such securities. All of the outstanding shares of capital stock of
the Company are validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. No further approval or authorization of any shareholder, the Board of Directors
or others is required for the issuance and sale of the Common Shares. There are no
shareholders agreements, voting agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the actual knowledge of the
Company, between or among any of the Company’s shareholders.




 


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(h) SEC Reports; Financial Statements. The Company has complied in all
material respects with requirements to file all reports, schedules, forms, statements and
other documents required to be filed by the Company under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by law or
regulation to file such material) (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, together with the Prospectus, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension. As of their respective dates, the SEC Reports and
the Prospectus Supplement complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and none of the SEC Reports or
Prospectus Supplement, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply in
all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited statements, to
normal, immaterial, year-end audit adjustments.




(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since
the date of the latest audited financial statements included within the SEC Reports, except
as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i)
there has been no event, occurrence or development that has had or that would reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not incurred any
material liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company’s financial statements pursuant to
GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has
not materially altered its method of accounting, (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its shareholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock and
(v) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company stock option or compensation plans. Except for the
issuance of the Common Shares contemplated by this Agreement or the issuance of securities
disclosed in the Prospectus Supplement, no event, liability or development has occurred or
exists with respect to the Company or its Subsidiaries or their respective business,
properties, operations or financial condition, that would be required to be disclosed by the
Company under applicable securities laws at the time this representation is made that has
not been publicly disclosed at least one Trading Day prior to the date that this
representation is made.


 


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(j) Compliance. Neither the Company nor any Subsidiary: (i) is in default
under or in violation of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit agreement or any
other agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived), (ii) is in violation of
any judgment, decree or order of any court, arbitrator or governmental body or (iii) is or
has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws
applicable to its business and all such laws that affect the environment, except in each
case as would not reasonably be expected to result in a Material Adverse Effect.




(k) Certain Fees. Except as will be set forth in the Prospectus Supplement
with respect to Rodman & Renshaw, LLC, no brokerage or finder’s fees or commissions are or
will be payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchasers shall have no obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this Section that may be due from the Company in connection
with the transactions contemplated by the Transaction Documents.




(l) Investment Company. The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Common Shares, will not be or be an Affiliate
of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.




(m) Listing and Maintenance Requirements. The Common Shares are registered
pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed
to, or which to its actual knowledge is likely to have the effect of, terminating the
registration of the Common Shares under the Exchange Act nor has the Company received any
notification that the Commission is contemplating terminating such registration. The
Company has not, in the 12 months preceding the date hereof, received notice from the
Trading Market that the Company is not in compliance with the material listing or
maintenance requirements of the Trading Market. The Company is in compliance with all such
listing and maintenance requirements.




(n) Application of Takeover Protections. The Company and the Board of
Directors have taken all necessary action, if any, in order to render inapplicable any
control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company’s
Articles of Incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Purchasers solely as a result of the
Company’s issuance of the Common Shares and the Purchasers’ ownership of the Common Shares.


 


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(o) Disclosure. Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company confirms that
neither it nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or might
constitute material, non-public information. The Company understands and confirms that the
Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company.




(p) No Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Common Shares to be integrated with
prior offerings by the Company for purposes of any applicable shareholder approval
provisions of the Trading Market.




(q) Acknowledgment Regarding Purchasers’ Purchase of Common Shares. The
Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a
financial advisor or fiduciary of the Company (or in any similar capacity) with respect to
the Transaction Documents and the transactions contemplated thereby and any advice given by
any Purchaser or any of their respective representatives or agents in connection with the
Transaction Documents and the transactions contemplated thereby is merely incidental to the
Purchasers’ purchase of the Common Shares. The Company further represents to each Purchaser
that the Company’s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby
by the Company and its representatives.




(r) Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this
Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(g)
and 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the
Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist
from purchasing or selling, long and/or short, securities of the Company, or “derivative”
securities based on securities issued by the Company or to hold the Common Shares for any
specified term; (ii) past or future open market or other transactions by any Purchaser,
specifically including, without limitation, Short Sales or “derivative” transactions, before
or after the Closing, may negatively impact the market price of the Company’s
publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may
have a “short” position in the Common Shares, and (iv) each Purchaser shall not be deemed to
have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more
Purchasers may engage in hedging activities at various times during the period that the
Common Shares are outstanding and (z) such hedging activities (if any) could reduce the
value of the existing shareholders’ equity
interests in the Company at and after the time that the hedging activities are being
conducted. The Company acknowledges that such aforementioned hedging activities do not
constitute a breach of any of the Transaction Documents.



 


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(s) Regulation M Compliance. The Company has not, and to its actual knowledge
no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to
cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Common Shares, (ii) sold, bid for,
purchased, or, paid any compensation for soliciting purchases of, any of the Common Shares,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company, other than, in the case of clauses (ii) and
(iii), compensation paid to the Company’s placement agent in connection with the placement
of the Common Shares and as disclosed in the SEC Reports.




(t) Litigation. There is no action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against
or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i)
adversely affects or challenges the legality, validity or enforceability of any of the
Transaction Documents or the Common Shares or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty. There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of the
Company. The Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any Subsidiary under the
Exchange Act or the Securities Act.




(u) Transactions With Affiliates and Employees. Except as set forth in the SEC
Reports or indebtedness within the scope of Instruction 4 to Item 404(a) of Regulation S-K
promulgated by the Commission, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a party to any
transaction with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any entity in which any officer, director, or
any such employee has a substantial interest or is an officer, director, trustee or partner,
in each case in excess of $120,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and
(iii) other employee benefits, including stock option agreements under any stock option plan
of the Company.




 


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(v) Sarbanes-Oxley; Disclosure Controls; Internal Controls. The Company is in
compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of
2002 which are applicable to it. The Company maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15(e) under the Exchange Act), and such disclosure
controls and procedures were determined to be effective as of September 30, 2009, the date
as of which management last evaluated such disclosure controls and procedures in accordance
with Rule 13a-15(b) under the Exchange Act. The Company maintains internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and such internal control over financial reporting
was determined to be effective as of December 31, 2008, the date as of which management last
evaluated such internal control over financial reporting in accordance with Rule 13a-15(c)
under the Exchange Act.




(w) Bank Holding Company; FDIC. The Company is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended. Each of the
Company’s depository institution Subsidiaries’ deposit accounts are insured up to applicable
limits by the Federal Deposit Insurance Corporation, and all premiums and assessments
required to be paid in connection therewith have been paid when due. As of date hereof, the
Company’s Subsidiary insured depository institutions meet or exceed the standards necessary
to be considered “adequately capitalized” under the Federal Deposit Insurance Company’s
regulatory framework for prompt corrective action.




(x) Questionable Payments. Neither the Company nor any of its Subsidiaries, nor
any directors, officers, nor to the Company’s knowledge, employees, agents or other Persons
acting at the direction of or on behalf of the Company or any of its Subsidiaries has, in
the course of its actions for, or on behalf of, the Company: (a) directly or indirectly,
used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful
expenses relating to foreign or domestic political activity; (b) made any direct or indirect
unlawful payments to any foreign or domestic governmental officials or employees or to any
foreign or domestic political parties or campaigns from corporate funds; (c) violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended, or (d) made any other
unlawful bribe, rebate, payoff, influence payment, kickback or other material unlawful
payment to any foreign or domestic government official or employee.




(y) Reports, Registrations and Statements. Since December 31, 2008, the
Company and each Subsidiary have filed all material reports, registrations and statements,
together with any required amendments thereto, that it was required to file with the Board
of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of
the Comptroller of the Currency (the “OCC”), and any other applicable federal or
state securities or banking authorities, except where the failure to file any such report,
registration or statement would not have or reasonably be expected to have a Material
Adverse Effect. All such reports and statements filed with any such regulatory body or
authority are collectively referred to herein as the “Company Reports.” As of their
respective dates, the Company Reports complied as to form in all material respects with
all the rules and regulations promulgated by the Federal Reserve, the OCC and any other
applicable federal or state securities or banking authorities, as the case may be.


 


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(z) Agreements with Regulatory Agencies; Compliance with Certain Banking
Regulations. Neither the Company nor its bank Subsidiary, The Park National Bank, is
subject to any cease-and-desist or other similar order or enforcement action issued by, or
is a party to any written agreement, consent agreement or memorandum of understanding with,
or is a party to any commitment letter or similar undertaking to, or is subject to any
capital directive by, or since December 31, 2007, has adopted any board resolutions at the
request of, any governmental entity that currently restricts in any material respect the
conduct of its business or that in any material manner relates to its capital adequacy, its
liquidity and funding policies and practices, its ability to pay dividends, its credit, risk
management or compliance policies, its internal controls, its management or its operations
or business (each item in this sentence, a “Regulatory Agreement”), nor has the
Company or its bank Subsidiary, The Park National Bank, been advised since December 31, 2007
by any governmental entity that it is considering issuing, initiating, ordering, or
requesting any such Regulatory Agreement.




The Company has no knowledge of any facts and circumstances, and has no reason to
believe that any facts or circumstances exist, that would cause any of its Subsidiary
banking institutions: (i) to be deemed not to be in satisfactory compliance with the
Community Reinvestment Act and the regulations promulgated thereunder or to be assigned a
CRA rating by federal or state banking regulators of lower than “satisfactory”; (ii) to be
deemed to be operating in violation, in any material respect, of the Bank Secrecy Act, the
Patriot Act, any order issued with respect to anti-money laundering by the U.S. Department
of the Treasury’s Office of Foreign Assets Control, or any other anti-money laundering
statute, rule or regulation; or (iii) to be deemed not to be in satisfactory compliance, in
any material respect, with all applicable privacy of customer information requirements
contained in any federal and state privacy laws and regulations as well as the provisions of
all information security programs adopted by the Subsidiaries.




Except as would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, each of the Company and each Subsidiary has properly administered
all accounts for which it acts as a fiduciary, including accounts for which it serves as a
trustee, agent, custodian, personal representative, guardian, conservator or investment
advisor, in accordance with the terms of the governing documents, applicable federal and
state law and regulation and common law. None of the Company, any Subsidiary or any
director, officer or employee of the Company or any Subsidiary has committed any breach of
trust or fiduciary duty with respect to any such fiduciary account that would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect and, except as
would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, the accountings for each such fiduciary account are true and correct and
accurately reflect the assets of such fiduciary account.


 


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Each Purchaser acknowledges and agrees that the Company does not make and has not made any
representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in this Section 3.1 and in the Prospectus and the Prospectus Supplement.



3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows (unless as of a specific date therein):




(a) Organization; Authority. Such Purchaser is either an individual or an
entity duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with full right, corporate, partnership or limited
liability company power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the other Transaction Documents to which such Purchaser
is a party and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and performance by such Purchaser of the
transactions contemplated by this Agreement have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser. Each Transaction Document to which it is a party has been duly
executed by such Purchaser, and when delivered by such Purchaser in accordance with the
terms hereof, will constitute the valid and legally binding obligation of such Purchaser,
enforceable against it in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.




(b) No Conflicts. The execution, delivery and performance by such Purchaser of
the Transaction Documents to which such Purchaser is a party and the consummation by it of
the transactions contemplated hereby and thereby do not and will not (i) conflict with or
violate any provision of the Purchaser’s certificate or articles of incorporation, bylaws or
other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of such Purchaser, or give
to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Purchaser debt or otherwise) or other understanding to which such
Purchaser is a party or by which any property or asset of such Purchaser is bound or
affected, or (iii) conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Purchaser is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Purchaser is bound or affected,
except in the case of each of clauses (ii) and (iii), such as would not reasonably be
expected to have a material adverse effect on such Purchaser’s ability to perform in any
material respect its obligations under any Transaction Documents to which such Purchaser is
a party.


 


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(c) Filings, Consents and Approvals. Neither such Purchaser nor any of its
Affiliates or related companies is required to obtain any consent, waiver, authorization,
approval or order of, give any notice to, or make any filing or registration with, any court
or other federal, state, local or other governmental authority or other Person (including,
without limitation, any approval, notice and/or filing with federal or state bank regulatory
authorities under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, or
otherwise) in connection with the execution, delivery and performance by such Purchaser of
the Transaction Documents, other than, to the extent such Purchaser’s beneficial ownership
of Common Shares (determined in accordance with the Exchange Act) after giving effect to the
purchase and sale to all Purchasers contemplated hereby, would exceed 5%, the filing with
the Commission of a Schedule 13G with respect to its purchase of Common Shares hereunder.




(d) Certain Transactions and Confidentiality. Other than consummating the
transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on
behalf of or pursuant to any understanding with such Purchaser, directly or indirectly
executed any purchases or sales, including Short Sales, of the securities of the Company
during the period commencing as of the time that such Purchaser first became aware of the
proposed transactions contemplated hereunder and ending immediately prior to the execution
hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such
Purchaser’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Common
Shares covered by this Agreement. Other than to other Persons party to this Agreement, such
Purchaser has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).
Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall
constitute a representation or warranty, or preclude any actions, with respect to the
identification of the availability of, or securing of, available Common Shares to borrow in
order to effect Short Sales or similar transactions in the future.



The Company acknowledges and agrees that each Purchaser does not make or has not made any
representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in this Section 3.2.



ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES





4.1 [INTENTIONALLY OMITTED].


 


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4.2 Securities Laws Disclosure; Publicity. The Company shall, by 9:15 a.m. (New York
City time) on the Trading Day immediately following the date hereof issue a press release
disclosing the material terms of the transactions contemplated hereby, and file a Current Report on
Form 8-K disclosing the material terms of the transactions contemplated hereby and including the
Transaction Documents as exhibits thereto. From and after the filing of such Current Report
on Form 8-K, the Company shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their
respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each
other in issuing any press releases with respect to the transactions contemplated hereby, and
neither the Company nor any Purchaser shall issue any press release nor otherwise make any such
public statement without the prior consent of the Company, with respect to any press release of any
Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the
Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of any Purchaser or any Affiliate or investment adviser of
such Purchaser, or include the name of any Purchaser or any Affiliate or investment adviser of such
Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the
prior written consent of such Purchaser, except (a) as required by federal securities law in
connection with the filing of final Transaction Documents (including signature pages thereto) with
the Commission and (b) to the extent such disclosure is required by law, by Trading Market rules or
regulations or pursuant to an investigation conducted by the Financial Industry Regulatory
Authority, in which case the Company shall, to the extent permissible and practicable, provide the
Purchasers with prior notice of such disclosure permitted under this clause (b).



4.3 Non-Public Information. Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company covenants and agrees
that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents
or counsel with any information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written agreement with the
Company regarding the confidentiality and use of such information. The Company understands and
confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.



4.4 Use of Proceeds. Except as set forth in the Prospectus Supplement, the Company
shall use the net proceeds from the sale of the Common Shares hereunder for working capital
purposes.


 


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4.5 Indemnification of Purchasers. Subject to the provisions of this Section 4.5 and
to the extent permitted by law, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title), each Person who controls such Purchaser (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other
title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all
losses, liabilities, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur due to a claim by a third party as a result of or relating to
any action
instituted against a Purchaser in any capacity, or any of them or their respective Affiliates,
by any shareholder of the Company who is not an Affiliate of such Purchaser, with respect to any of
the transactions contemplated by the Transaction Documents (unless such action is based upon a
breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser may have with any such shareholder or any
violations by such Purchaser of state or federal securities laws or any conduct by such Purchaser
which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any claim,
action or proceeding shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with counsel of its own
choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to
employ separate counsel in any such claim, action or proceeding and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party
except to the extent that (i) the employment thereof has been specifically authorized by the
Company in writing, (ii) the Company has failed after a reasonable period of time to assume such
defense and to employ counsel or (iii) in such claim, action or proceeding there is, in the
reasonable opinion of counsel, a material conflict on any material issue between the position of
the Company and the position of such Purchaser Party, in which case the Company shall be
responsible for the reasonable fees and expenses of no more than one such separate counsel. The
Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a
Purchaser Party effected without the Company’s prior written consent, which shall not be
unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim,
damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other
Transaction Documents. The Company will have the exclusive right to settle any claim, action or
proceeding, provided that the Company will not settle any such claim, action or proceeding without
the prior written consent of the Purchaser Party, which will not be unreasonably withheld or
delayed; provided, however, that such consent shall not be required if the settlement includes a
full and unconditional release reasonably satisfactory to the Purchaser Party from all liability
arising or that may arise out of such claim, action or proceeding and does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any Purchaser
Party.



4.6 Reservation of Common Shares. As of the date hereof, the Company has reserved and
the Company shall continue to reserve and keep available at all times, free of preemptive rights, a
sufficient number of Common Shares for the purpose of enabling the Company to issue Common Shares
pursuant to this Agreement. 



4.7 Listing of Common Shares. The Company hereby agrees to use commercially reasonable
best efforts to maintain the listing or quotation of the Common Shares on the Trading Market, and
the Company shall list or quote all of the Common Shares being purchased hereunder on the Trading
Market prior to the Closing Date. The Company further agrees, if the Company applies to have the
Common Shares traded on any other trading market, it will then include in such application all of
the Common Shares, and will take such other action as is necessary to cause all of the Common
Shares to be listed or quoted on such other trading market as promptly as possible. The Company
will use its reasonable best efforts to continue the listing and trading of its Common Share on a
trading market and will comply in all material respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the
trading market.


 


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4.8 Subsequent Equity Sales.




(a) From the date hereof until 15 days after the Closing Date, neither the Company nor
any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or
proposed issuance of any Common Shares or Common Share Equivalents. From the date that is 15
days after the Closing Date until the date that is 30 days after the Closing Date, other
than pursuant to an “At-the-Market” offering registered pursuant to the Registration
Statement, the Company shall not issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any Common Shares or Common Share Equivalents at an
effective price (other than underwriting or placement agent discounts) less than the Per
Share Purchase Price.




(b) Notwithstanding the foregoing, this Section 4.8 shall not apply in respect of an
Exempt Issuance.




4.9 RESERVED.




4.10 RESERVED.



4.11 Equal Treatment of Purchasers. No consideration (including any modification of
any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For clarification purposes, this
provision constitutes a separate right granted to each Purchaser by the Company and negotiated
separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class
and shall not in any way be construed as the Purchasers acting in concert or as a group with
respect to the purchase, disposition or voting of Common Shares or otherwise.



4.12 Certain Transactions and Confidentiality. Each Purchaser, severally and not
jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf
or pursuant to any understanding with it will execute any purchases or sales, including Short Sales
of any of the Company’s securities during the period commencing with the execution of this
Agreement and ending at such time that the transactions contemplated by this Agreement are first
publicly announced pursuant to the initial press release as described in Section 4.2. Each
Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as
the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to
the initial press release as described in Section 4.2, such Purchaser will maintain the
confidentiality of the existence and terms of this transaction and the information included in the
Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser
makes any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in
Section 4.2, (ii) no Purchaser shall be restricted or prohibited from effecting any
transactions in any securities of the Company in accordance with applicable securities laws
from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.2 and (iii) no Purchaser
shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the
initial press release as described in Section 4.2. Notwithstanding the foregoing, in the case of a
Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of
the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to purchase the Common Shares covered by
this Agreement.


 


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4.13 Cooperation. The Company and each of the Purchasers shall reasonably cooperate
and use their respective commercially reasonable efforts to provide any information reasonably
requested by the other parties hereto with respect to such filings and other disclosures as may be
necessary in connection with the transactions contemplated hereby.



ARTICLE V.

MISCELLANEOUS




5.1 Termination. This Agreement may be terminated by (i) any Purchaser, as to such
Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between
the Company and the other Purchasers, or (ii) by the Company, in each case, by written notice to
the other parties, if the Closing has not been consummated on or before November 2, 2009;
provided, however, that no such termination will affect the right of any party to
sue for any breach by the other party (or parties), for which purpose the provisions of Section 4.5
shall remain in effect in accordance with the provisions and limitations thereof.



5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery
of any Common Shares to the Purchasers.



5.3 Entire Agreement. The Transaction Documents, together with the exhibits and
schedules thereto, and the Prospectus, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.



5.4 Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages attached hereto.


 


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5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the
Company and, prior to the Closing, the Purchasers holding at least a majority in interest of the
Common Shares then outstanding (which amendment shall be binding on all Purchasers) or, in the case
of a waiver or an amendment following the Closing, by the party against whom enforcement of any
such waived provision is sought or to be bound by such amendment. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right.



5.6 Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.



5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written consent of each
Purchaser (other than by merger, consolidation or sale of all or substantially all of the Company’s
assets). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Common Shares, provided that such transferee agrees in
writing to be bound, with respect to the transferred Common Shares, by the provisions of the
Transaction Documents that apply to the “Purchasers.”



5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section 4.5.



5.9 Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by
law. If any party shall commence an action or proceeding to enforce any provisions of the
Transaction Documents, then, in addition to the obligations of the Company under Section 4.5, the
prevailing party in such action or proceeding shall be reimbursed by the
other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 


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5.10 Survival. The representations and warranties contained herein shall expire on
the date that is the 12-month anniversary of the Closing Date.



5.11 Execution. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that all parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.



5.12 Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time
upon written notice to the Company within two Business Days of the Company’s failure to perform,
any relevant notice, demand or election in whole or in part without prejudice to its future actions
and rights.



5.14 Replacement of Common Shares. If any certificate or instrument evidencing any
Common Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity or security, if requested. The applicant for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party costs (including
customary indemnity) associated with the issuance of such replacement Common Shares.



5.15 Remedies. In addition to being entitled to exercise all rights provided herein
or granted by law, including recovery of damages, each of the Purchasers and the Company will be
entitled to seek specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations contained in the Transaction Documents and hereby agree to waive and not
to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


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5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to
any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the
Company, a trustee, receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.



5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of
each Purchaser under any Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance or
non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Purchaser
pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the Purchasers are in any
way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Except as set forth in Section 5.5, each Purchaser
shall be entitled to independently protect and enforce its rights including, without limitation,
the rights arising out of this Agreement or out of the other Transaction Documents, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any proceeding for
such purpose. Each Purchaser has been represented by its own separate legal counsel in their
review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, each Purchaser and its respective counsel have chosen to communicate with the Company through
WS. WS does not represent any of the Purchasers and only represents Rodman & Renshaw, LLC, the
placement agent. The Company has elected to provide all Purchasers with the same terms and
Transaction Documents for the convenience of the Company and not because it was required or
requested to do so by any of the Purchasers.



5.18 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.



5.19 Construction. The parties agree that each of them and/or their respective counsel
has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto. In addition, each and every reference to share prices and Common Shares in any Transaction
Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Shares that
occur after the date of this Agreement.


 


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5.20 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE
GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND
EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	
PARK NATIONAL CORPORATION 

 	 	Address for Notice:
50 North Third Street
Newark, Ohio 43055 
	By:  	

 	 	Fax: (740) 349-3709 
	 	Name:  	 	 	Attention: Chief Financial Officer
 
	 	Title:  	 	 	 
	 



With a copy to (which shall not constitute notice):



Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

Columbus, Ohio 43215

Fax: (614) 719-4708

Attention: Elizabeth Turrell Farrar




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGES FOR PURCHASERS FOLLOW]




 


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[PURCHASER SIGNATURE PAGES TO PARK NATIONAL CORPORATION SECURITIES
PURCHASE AGREEMENT]





IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	Name of Purchaser:

	 	 
	 

	 	 






	 	 	 
	Signature of Authorized Signatory of Purchaser:

	 	 
	 

	 	 






	 	 	 
	Name of Authorized Signatory:

	 	 
	 

	 	 






	 	 	 
	Title of Authorized Signatory:

	 	 
	 

	 	 






	 	 	 
	Email Address of Authorized Signatory:

	 	 
	 

	 	 






	 	 	 
	Facsimile Number of Authorized Signatory:

	 	 
	 

	 	 
	 
	 	 
	Address for Notice of Purchaser:
	 	 





Address for Delivery of certificated Common Shares for Purchaser (if not same as address for
notice):




Information for Delivery of uncertificated Common Shares by DWAC:




Account Number:                                           

Account Name:                                               

DTC Number:                                                  




Subscription Amount: $                                        

Common Shares:                                         




EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]




[SIGNATURE PAGES CONTINUE]





 


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