exv10w3






Exhibit
10.3




EXCHANGE AGREEMENT




     THIS
EXCHANGE AGREEMENT (this “Agreement”), dated as of October 9, 2009, by and among each of
the individuals whose name and address is set forth on the signature pages to this Agreement (each
such individual an “Investor” and, collectively, the “Investors”), and PVF CAPITAL CORP., an Ohio
corporation (the “Company”).



RECITALS




     A. Reference is made to that certain Indenture (the “Indenture”), dated as of July 6, 2006, by
and between the Company and Bank of America Corporation (as successor to LaSalle Bank National
Association).



     B. Reference is made to that certain Amended and Restated Trust Agreement (the “Trust
Agreement”), dated as of July 6, 2006, by and among the Company, Christiana Bank & Trust Company as
Delaware Trustee, Bank of America Corporation as Institutional Trustee (as successor to LaSalle
Bank National Association), the respective administrative trustees named therein and other parties
thereto.



     C. PVF Capital Trust II, a Delaware business trust (the “Trust”), is the holder of a Junior
Subordinated Note due 2036 in the original principal amount of $10,310,000 issued by the Company
pursuant to the Indenture.



     D. The Investors at the Closing Date (as defined in Section 10.1) will be the holders of Trust
Preferred Securities due September 15, 2036 (the “TruPS”) in the aggregate liquidation amount of
$10,000,000 issued by the Trust pursuant to the Trust Agreement, with each Investor holding TruPS
having the liquidation preference amount set forth next to his name on the signature page hereto.



 









 





     E. Each of the Investors and the Company desire that the Investors exchange the TruPS held by
him at the Closing Date for the consideration set forth herein pursuant to the terms and conditions
of this Agreement (the “Exchange”).



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms and
conditions herein set forth, the parties hereto agree as follows:



     1. Exchange of TruPS.



          Upon and subject to the terms and conditions contained in this Agreement, on the Closing Date,
each Investor shall deliver the TruPS held by him to the Company, free and clear of all claims,
liens and Encumbrances (as defined herein), and the Company shall transfer and deliver to the
Investor the consideration set forth in Section 2.1 of this Agreement.




     2. Consideration for the Exchange.



          2.1 Exchange Price.




          The consideration to be delivered to each Investor as set forth in Section 1 (the “Exchange
Price”) shall be:





	 	(a)	 	a cash payment (the “Cash Consideration”) of
(I) FOUR HUNDRED THOUSAND DOLLARS ($400,000) multiplied by (II) each
Investor’s Percentage, as set forth next to each Investor’s name on the
signature page hereto;
	 
	 	(b)	 	a number of shares of the Company’s common
stock, par value $.01 per share (“Company Common Stock”) equal to the
product of (I) the Initial Shares (as defined below) and (II) each
Investor’s Percentage. “Initial Shares” shall be a number of shares of




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	 	 	 	Company Common Stock equal to $600,000 divided by the average daily
closing price of the Company Common Stock for the twenty (20)
business days prior to the date of Closing (the “Conversion Price”);
	 
	 	(c)	 	a warrant, in the form attached hereto as
Exhibit A (the “Exhibit A Warrant”), to purchase a number of shares of
Company Common Stock equal to the product of (I) the Exhibit A Warrant
Shares (as defined below) and (II) each Investor’s Percentage. The
Exhibit A Warrant Shares shall be the sum of (A) 769,608 shares plus
(B) the product of the Initial Shares and 9.9%. The Exhibit A Warrant
shall be exercisable within five (5) years of the Closing Date and
shall provide for the purchase of the shares at a strike price equal to
the lesser of (i) $4.00 per share, (ii) the Conversion Price, (iii) in
the event that the Company consummates a public offering other than
pursuant to an employee benefit plan of the Company, including an
offering registered with the Securities and Exchange Commission
notwithstanding that such registered offering might be deemed a private
offering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the
price per share for shares of Company Common Stock in any such Public
Offering, or (iv) in the event that the Company consummates a private
placement of shares of Company Common Stock in exchange exclusively for
cash consideration pursuant to Regulation D (a “Private Placement”),




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	 	 	 	the Regulation D private placement offering price per share for shares of Company Common Stock in any such private placement (the
“Strike Price”). A Public Offering or a Private Placement is
referred to herein as an “Offering.”
	 
	 	(d)	 	a warrant, in the form attached hereto as
Exhibit B (the “Exhibit B Warrant” and together with Exhibit A Warrant,
the “Warrants”) to purchase a number of shares of Company Common Stock
equal to the product of (I) the Allowable Number (as defined below) and
(II) each Investor’s Percentage. The Exhibit B Warrant shall be
exercisable within five (5) years of the Closing Date only in the event
that an Offering is consummated by the Company within one (1) year of
the date hereof, and shall provide for the purchase of Company Common
Stock at the Strike Price. The “Allowable Number” shall be
a number of shares equal to the Dilution Limit (as defined below) minus the
aggregate number of shares issuable or issued to all the Investors
pursuant to the Exhibit A Warrants. The Dilution Limit equals 4.9% of
the total number of shares of Company Common Stock outstanding
subsequent to the first Offering completed by the Company within one
year of the date hereof. In the event two or more Offerings are
completed by the Company within one (1) year of the date hereof, then
upon the completion of each Offering completed within such one-year
period and subsequent to the first completed Offering the Dilution




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	 	 	 	Limit shall be increased by a number of shares equal to 4.9% of the
total number of shares of Company Common Stock sold in each Offering
completed within such one-year period and subsequent to the first
completed Offering.





          2.2 Payment of Exchange Price.




          The Company shall deliver the cash portion of the Exchange Price by wire transfer of
immediately available funds to the Investors on the Closing Date pursuant to the wire instructions
provided by the Investors prior to the Closing Date.




          2.3 Representations and Warranties of the Investors regarding the Company Common Stock and
the Warrants.




          Each of the Investors represents and warrants to the Company with respect to such Investor as
follows:





	 	(a)	 	(i) The Investor is familiar with the nature of
and risks involved in an investment in the Company Common Stock and
Warrants issuable hereunder, (ii) is financially capable of bearing the
economic risk of this investment, and (iii) has carefully considered
and evaluated the risks and advantages of receiving the Company Common
Stock and Warrants issuable hereunder.
	 
	 	(b)	 	The Investor understands that (i) the Company
Common Stock and Warrants issuable hereunder have not been registered
under the Securities Act of 1933, as amended (hereinafter referred to
as the “1933 Act”) or any state securities laws and cannot be resold
without registration under the 1933 Act or an exemption therefrom,




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	 	 	 	(ii) the Company Common Stock and Warrants issuable hereunder are
being acquired for investment and agrees and represents that it will
not sell or distribute the Company Common Stock and Warrants issuable
hereunder or any portion thereof without compliance with all
applicable securities laws.
	 
	 	(c)	 	The Investor is fully aware that the Company
Common Stock and Warrants issuable hereunder are being issued and sold
in reliance upon an exemption provided for by the 1933 Act and the
applicable state securities laws, on the basis that no public offering
is involved, and that the representations set forth in this Agreement
are being relied upon by the Company and are essential to the
availability of such exemption.
	 
	 	(d)	 	The Investor acknowledges and understands that
the certificate evidencing its ownership of the Company Common Stock
issuable hereunder and upon the exercise of the Warrants will be
imprinted with a legend substantially in the following form:
	 
	 	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.




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	 	(e)	 	The Investor acknowledges and understands that
the certificate evidencing its ownership of the Warrants will be
imprinted with a legend substantially in the following form:
	 
	 	 	 	NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN
ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER
OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii)
AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED.
	 
	 	(f)	 	The Investor is acquiring the Company Common
Stock and Warrants issuable hereunder for his own account.
	 
	 	(g)	 	The offer and purchase of the Company Common
Stock and Warrants issuable hereunder was initiated in a private,
negotiated transaction between the Investor and Company, and no general
solicitation was utilized by the Company.
	 
	 	(h)	 	The Investor is a resident, for tax and other
purposes, of the United States.
	 
	 	(i)	 	The Investor is an Accredited Investor (as such
term is defined in Rule 501 promulgated under the 1933 Act) and the
Investor is an




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	 	 	 	Accredited Investor due to his meeting the class of Accredited
Investor set forth next to his name on the signature page to this
Agreement.





     3. Representations and Warranties of the Investor. 



     Each Investor makes the representations and warranties contained in Sections 3.1 through 3.5
to the Company with respect to such Investor intending that the Company rely on each of such
representations and warranties in order to induce the Company to enter into and complete the
transaction contemplated by this Agreement. The representations and warranties set forth in this
Article 3 shall survive the consummation of the transaction contemplated by this Agreement until
the expiration of one (1) year from the Closing Date, provided that in the case of fraud, the
representations and warranties shall survive the consummation of such transaction without any time
limit. Where representations and warranties made by each of the Investors are made to the Actual
Knowledge of each of the Investors, “Actual Knowledge” means only that knowledge that each Investor
has without having undertaken any inquiry or investigation.



          3.1 Execution and Validity (the Investor).




          The Investor has entered into this Agreement freely and voluntarily, in his individual
capacity, and without reliance on any promises not expressly contained herein, that the Investor
has been afforded an adequate time to review carefully the terms hereof, and that this Agreement
will not be deemed void or avoidable by claims of duress, deception, mistake of fact, or otherwise.
The Investor has the full right, power and authority to enter into, and the ability to perform its
obligations under this Agreement and all other agreements and instruments contemplated by this
Agreement. This Agreement has been duly executed and delivered by the Investor and is, and the
other agreements and instruments to be executed and delivered by the



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Investor will be, when executed and delivered by it, legal, valid and binding agreements of
the Investor, enforceable in accordance with their respective terms.




          3.2 Absence of Encumbrances (the Investor).




          At the Closing Date, the Investor will be the record and beneficial owner of the TruPS, free
and clear of any liens, pledges, claims, restrictions, agreements, charges and encumbrances of any
kind (“Encumbrances”) and there are and as of the Closing Date there will be no pending or, to the
Investor’s knowledge, threatened claims or proceedings which would impair or encumber any of the
TruPS.




          3.3 Absence of Violations.




          Neither the execution nor delivery of this Agreement or of any of the other agreements and
instruments contemplated by this Agreement, nor the consummation of the transaction contemplated by
this Agreement or such other agreements and instruments will (a) conflict with or result in the
breach of any term or provision of, or constitute a default under, or give any third party the
right to accelerate any obligation under, any contract, agreement, indenture, deed of trust,
instrument, order, law or regulation to which the Investor is a party or by which the Investor, or
any of his assets or properties are in any way bound or obligated or (b) result in the creation of
any Encumbrance upon any of the TruPS.




          3.4 Consents.




          (a) No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority is required on the part of the
Investor in connection with the transaction contemplated by this Agreement; and (b) no consent,
approval, waiver or other action by any person or entity under any contract, instrument or other
document is required or necessary for the execution, delivery and performance of this Agreement



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by the Investor, or the consummation by the Investor of the transaction contemplated by this
Agreement.




          3.5 Brokers.




          No agent, broker, investment banker or other person or entity acting on behalf of the Investor
or under its authority, is or will be entitled to any broker’s fee or finder’s fee or any other
commission or similar fee, directly or indirectly, in connection with the transaction contemplated
by this Agreement for which the Company or the Investor is or will become liable.




          3.6 Presumptions of Action in Concert.




          To the Investor’s Actual Knowledge, no facts or circumstances exist that would cause the
Investor to be subject to a rebuttable presumption of action in concert with any other Investor
pursuant to the provisions of 12 C.F.R. Section 574.4(d).




     4. Representations and Warranties of Company.



          The Company makes the representations and warranties contained in Sections 4.1 through 4.9 to
the Investors intending that the Investors rely on each of such representations and warranties in
order to induce the Investors to enter into and complete the transaction contemplated by this
Agreement. These representations and warranties shall survive the consummation of the transaction
contemplated by this Agreement until the expiration of one (1) year from the Closing Date, provided
that in cases of fraud these representations and warranties shall survive the consummation of such
transaction without any time limit. Where reference is made to the knowledge of the Company, such
knowledge means and includes the actual knowledge of any of the directors or officers of the
Company.




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          4.1 Execution and Validity.




          The Company has the full right, power and authority to enter into, and the ability to perform
its obligations under this Agreement and all other agreements and instruments contemplated by this
Agreement. This Agreement has been duly executed and delivered by the Company and is, and the
other agreements and instruments to be executed and delivered by the Company will be, when executed
and delivered by it, legal, valid and binding agreements the Company, enforceable in accordance
with their respective terms.




          4.2 Organization and Qualification.




          The Company (a) is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation, and (b) has all the requisite power and authority to carry on its
businesses as such businesses are presently conducted.




          4.3 Absence of Encumbrances.




          The Initial Shares have been duly authorized by all necessary corporate action. When issued
and sold against receipt of consideration thereof, the Initial Shares will be validly issued by the
Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and
will not be issued in violation of preemptive rights. The voting rights provided for in the terms
of the Initial Shares are validly authorized and shall not be subject to restriction or limitation
in any respect except as set forth in the Company’s Articles of Incorporation or Ohio law. Any
subsequent Company Common Stock issued by the Company pursuant to Section 2.1(c) or Section 2.1(d)
will be validly issued by the Company, fully paid, non-assessable, will not subject the holders
thereof to personal liability and will not be issued in violation of preemptive rights. The voting
rights provided for in the terms of any Company Common Stock issued by the Company pursuant to
Section 2.1(c) or Section 2.1(d) will be



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validly authorized and shall not be subject to restriction or limitation in any respect except
as set forth in the Company’s Articles of Incorporation or Ohio law.




          4.4 Absence of Violations.




          Neither the execution nor delivery of this Agreement or of any of the other agreements and
instruments contemplated by this Agreement, nor the consummation of the transaction contemplated by
this Agreement or such other agreements and instruments, will (a) conflict with or result in the
breach of any term or provision of, or constitute a default under, or give any third party the
right to accelerate any obligation under, any charter provision, bylaw, contract, agreement,
indenture, deed of trust, instrument, order, law or regulation to which the Company is a party or
by which the Company or any of its assets or properties are in any way bound or obligated; or (b)
result in the creation of any Encumbrance upon any of the assets or properties of the Company.




          4.5 Consents.




          (a) No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority is required on the part of the
Company in connection with the transaction contemplated by this Agreement; and (b) no consent,
approval, waiver or other action by any person or entity under any contract, instrument or other
document is required or necessary for the execution, delivery and performance of this Agreement by
the Company, or the consummation by the Company of the transactions contemplated by this Agreement.




          4.6 Litigation and Governmental Matters.




          There is no action, suit or proceeding that has been (a) filed and served, whether or not
purportedly on behalf of the Company, at law or in equity, or before or by any federal,



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state, local or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which is pending; or (b) to the knowledge of the Company, (i)
filed but not served or (ii) threatened, against (including, but not limited to, counterclaims)
Company which involves the transactions contemplated by this Agreement or the possibility of any
judgment or liability which if determined adversely to the Company would result in a material
adverse change in the business, operations, affairs, properties or assets, or in the financial
condition of the Company; and the Company is not in default with respect to any final judgment,
writ, injunction, decree, rule or regulation of any court or any federal, state, local or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
which would have a material adverse effect on the Company.




          4.7 Compliance.




          Neither the Company nor its business, nor the use, operation or maintenance of any of its
assets or properties, is in or constitutes a default under, or is in violation of or contravenes,
any applicable (including, without limitation, any tax, health, employment, customs or interstate
or international commerce) statute, law, ordinance, decree, order, rule or regulation of any
governmental authority, domestic or foreign, except where such default, violation or contravention
would not have a material adverse effect on the Company. The Company has not, nor has any entity
or individual acting on behalf of the Company made any payment of funds prohibited by law, and no
funds of the Company have been set aside to be used for any such payment. The Company has complied
with all applicable laws and regulations in connection with government contracts, if any, and, to
the knowledge of the Company, no person or entity has made any allegation that the Company has not
so complied.




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          4.8 Brokers.




          No agent, broker, investment banker, or other person or entity acting on behalf of the Company
or under its authority, is or will be entitled to any broker’s fee or finder’s fee or any other
commission or similar fee, directly or indirectly, in connection with the transaction contemplated
by this Agreement for which the Investors will become liable.




          4.9 Securities Reports.




          Company
represents and warrants that since October 9, 2008, it has filed all forms, reports
and documents required to be filed by it with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, and such forms, reports and documents filed by the
Company did not at the time filed with the Securities and Exchange Commission (or if amended or
superseded by a filing prior to the date of this Agreement, then on the date of such filing)
contain an untrue statement of a material fact or omit 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.




     5. Covenants of the Investors.



          In addition to other obligations contained in this Agreement, between the date of this
Agreement and the Closing, unless specifically waived, in writing, by the Company, each Investor
shall:




          5.1 Cooperation.




          Take no action that would cause the conditions upon which the obligations of the parties to
effect the transactions contemplated by this Agreement not to be fulfilled including, without
limitation, taking or causing to be taken any action that would cause the representations



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and warranties made by the Investor in this Agreement not to be true and correct in all
material respects as of the Closing Date.




          5.2 Certain Acts.




          Use commercially reasonable efforts (including, without limitation, executing required
documents and paying any related fees and expenses required by contract or otherwise) to cause to
be fulfilled the conditions precedent to the Company’s obligations to consummate the transactions
contemplated by this Agreement that are dependent upon the actions of the Investor.




          5.3 Governmental Filings.




          Promptly make all governmental filings or other submissions, if any, which may be necessary in
order for the Investor to be able to consummate the transactions contemplated by this Agreement.




          5.4 No Shop; Standstill.




          Refrain from selling, transferring, pledging, encumbering, hypothecating or otherwise
disposing of the TruPS to be held by him to any person or entity other than the Company, or
continuing or entering into any discussions or negotiations with, or entering into any agreement
with, any other person or entity concerning the matters addressed in this Section 5.4.




     6. Covenants of Company.



          In addition to other obligations contained in this Agreement, between the date of this
Agreement and the Closing Date, unless specifically waived, in writing, by the Investors, the
Company shall:




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          6.1 Cooperation.




          Take no action that would cause the conditions upon which the obligations of the parties to
effect the transactions contemplated by this Agreement not to be fulfilled including, without
limitation, taking or causing to be taken any action that would cause the representations and
warranties made by the Company in this Agreement not to be true and correct in all material
respects as of the Closing.




          6.2 Certain Acts.




          Use commercially reasonable efforts (including, without limitation, executing required
documents and paying any related fees and expenses required by contract or otherwise) to cause to
be fulfilled the conditions precedent to the Investor’s obligations to consummate the transaction
contemplated by this Agreement that are dependent upon the actions of the Company.




          6.3 Registration Rights.




          The Company agrees, at its own expense, within sixty (60) days of the Closing Date and within
sixty (60) days of the exercise of any warrant referred to herein, to prepare and file a
registration statement with the Securities and Exchange Commission with respect to the resale of
any common stock or warrant issued hereunder, and thereafter use its best efforts to cause the
registration statement to become effective as soon as reasonably practicable.




          6.4 Governmental Filings.




          Promptly make all governmental filings or other submissions, if any, which may be necessary in
order for the Company to be able to consummate the transactions contemplated by this Agreement.




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          6.5 Shareholder Approval.




          Submit to its shareholders at the Company’s 2009 annual meeting of shareholders a proposal for
approval of the transactions contemplated by this Agreement in compliance with Nasdaq Stock Market,
Inc. rules and regulations




     7. Conditions Precedent to the Obligations of the Investors.



          Unless each of the following conditions are satisfied or waived, in writing, by the Investor,
no Investor shall be obligated to effect the transaction contemplated by this Agreement:




          7.1 Representations and Warranties.




          The representations and warranties of the Company contained in this Agreement shall be true
and complete in all material respects as of the date of this Agreement and as of the Closing Date
(as if each were made at such time), and Investor shall have received a certificate signed by an
authorized officer of the Company to that effect.




          7.2  Performance.




          Each of the agreements, obligations, conditions and covenants to be performed or complied with
by the Company at or prior to the Closing Date pursuant to the terms of this Agreement shall have
been fully performed or complied with on or before the Closing Date, including, without limitation,
each of the deliveries to be made by Company pursuant to Section 9.3.




          7.3 Absence of Litigation.




          There shall be no pending or threatened claim, action, litigation, suit or other proceeding,
either judicial or administrative, against the Investor, or with respect to the Company, for the
purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that
this Agreement or its consummation is improper or adversely affecting



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or which would adversely affect the benefit to the Investor of the transactions contemplated
by this Agreement.




          7.4 Consents.




          All consents, approvals, permits, estoppel certificates and/or waivers from governmental
authorities and all other persons or entities necessary to effectuate the transactions contemplated
by this Agreement and/or in the case of governmental regulations all applicable time periods shall
have expired or been terminated.




     8. Conditions Precedent to Obligations of Company.



          Unless each of the following conditions are satisfied or waived, in writing, by the Company,
the Company shall not be obligated to effect the transactions contemplated by this Agreement:




          8.1 Representations and Warranties.




          The representations and warranties of the Investors contained in this Agreement shall be true
and complete in all material respects as of the date of this Agreement and as of the Closing Date
(as if each were made at such time), and the Company shall have received a certificate signed by
each Investor to that effect.




          8.2 Performance.




          Each of the agreements, obligations, conditions and covenants to be performed or complied with
by the Investor, at or prior to the Closing, pursuant to the terms of this Agreement shall have
been fully performed or complied with on or before the Closing Date, including, without limitation,
each of the deliveries to be made by the Investors pursuant to Section 10.2.




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          8.3 Absence of Litigation.




          There shall be no pending or threatened claim, action, litigation, suit or other proceeding,
either judicial or administrative, against the Company, the Investors for the purpose of enjoining
or preventing the consummation of this Agreement or otherwise claiming that this Agreement or its
consummation is improper or which would adversely affect the benefit to the Company of the
transactions contemplated by this Agreement.




          8.4 Consents. 




          All consents, approvals, permits, estoppel certificates and/or waivers from governmental
authorities and all other persons or entities necessary to effectuate the transaction contemplated
by this Agreement and/or in the case of governmental regulations all applicable time periods shall
have expired or been terminated.




     9. Condition Precedent to the Closing.



          Notwithstanding anything herein to the contrary, the Closing may not occur if the Company has
not prior to the Closing received the approval of its shareholders of the transactions contemplated
by this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations.




     10. Closing and Post-Closing Covenants.



          10.1 Time and Place.




          The closing under this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date
that is five business days following the Company’s receipt of the shareholder approval contemplated
in Section 9 herein (the “Closing Date”), at the offices of Krugliak, Wilkins, Griffiths &
Dougherty Co., L.P.A. in Canton, Ohio, or such other time and/or place as may be agreed to by the
Company and the Investors. If all of the conditions set forth in Sections




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7, 8 and 9 are not satisfied by such date, subject to extension as provided in this Agreement,
the Company or the Investors, as the case may be in connection with the applicable condition, shall
have the right, but not the obligation, to postpone the Closing from time to time, but not beyond
an additional sixty (60) days in the aggregate. Notwithstanding the foregoing, if the failure to
satisfy a condition is a breach of this Agreement, exercise of an option provided in this Section
10.1 shall not constitute a waiver of such breach or of the right to seek damages for such breach.





          10.2 Obligations of the Investor.




          At the Closing, each Investor shall deliver to Company:




               10.2.1 The certificate dated as of the Closing Date, as described in Section 8.1;




               10.2.2 The TruPS held by him;




               10.2.3 An executed copy of an agreement, in form satisfactory to the Company and its counsel,
providing for the cancellation of the TruPS and the common securities issued by the Trust (the
“Cancellation Agreement”);




               10.2.4 All required consents, approvals, permits, estoppel certificates and/or waivers as
required by Section 8.4, if any;




               10.2.5 Such other certificates, instruments and documents of transfer, if any, as may be
necessary to consummate the transactions contemplated by this Agreement.



     10.3 Obligations of the Company.




     At the Closing, the Company shall deliver to each Investor:






          10.3.1   The Cash Consideration by wire transfer of immediately available funds pursuant to wire instructions to be provided by the Investors prior to the Closing Date;



          10.3.2 The Initial Shares;





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               10.3.3 The officer’s certificate dated as of the Closing Date as described in Section 7.1;




               10.3.4 A certified copy of the resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of, and the transactions contemplated by, this
Agreement;




               10.3.5 The Exhibit A Warrant, as described and set forth in Section 2.1(c);




               10.3.6 The Exhibit B Warrant, as described and set forth in Section 2.1(d);




               10.3.7 A copy of the Cancellation Agreement; and




               10.3.8 All required consents, approvals, permits, estoppel certificates and/or waivers as
required by Section 7.4, if any;




               10.3.9 Such other certificates, instruments and documents of transfer if any, as may be
necessary to consummate the transactions contemplated by this Agreement.



     11. Indemnification.



          11.1 Indemnification by Investor. From and after the Closing Date, each Investor
shall indemnify, defend and hold harmless Company and its stockholders, directors (other than any
Investor who is a director of the Company), officers, employees and agents and their successors and
assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense,
including all legal and other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, cost, obligation, liability, penalty or expense or
action in respect of such matters (collectively referred to as “Section 11 Damages”), occasioned
by, arising out of or resulting from any breach or default of any





21









 







representation or warranty by, or covenant of, the Investor contained in this Agreement, the
Purchase Agreement dated September ___, 2009 by and among MMCapS Funding XVIII, Ltd., Sandler
O’Neill Advisors, L.P., the Investors and the Company (“Purchase Agreement”) or any other agreement
provided for in this Agreement. Indemnification under this Section 11 shall constitute the
Company’s exclusive remedy for any breach or default of any representation or warranty by, or
covenant of, the Investor contained in this Agreement or any other agreement provided for in this
Agreement, except in cases of fraud. The Company may pursue other remedies in addition to
indemnification for fraud.




          11.2 Indemnification by Company. From and after the Closing, Company shall indemnify,
defend and hold harmless each Investor and his agents, successors and assigns against any Section
11 Damages occasioned by, arising out of or resulting from any breach or default of any
representation or warranty by, or covenant of, Company or made with respect to the Company by the
Investors contained in this Agreement, the Purchase Agreement or any other agreement provided for
in this Agreement. Indemnification under this Section 11 shall constitute each Investor’s exclusive
remedy for any breach or default of any representation or warranty by, or covenant of Company
contained in this Agreement or any other agreement provided for in this Agreement, except in cases
of fraud. The Investors may pursue other remedies in addition to indemnification for fraud.




          11.3 Notice of Indemnification.




          Upon receipt by an indemnified party of notice of the commencement against it of any action
involving a claim, such indemnified party, if a claim in respect of such action is to be made by it
against any indemnifying party under this Section 11, shall promptly notify in writing the
indemnifying party of such commencement. In case any such action is brought against any





22









 







indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying
party will be entitled to participate in the defense and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, assume the defense of the action, with
counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the defense, the indemnifying party will
not be liable to such indemnified party under this Section 11 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense other than
reasonable costs of investigation. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or action effected without the consent
of such indemnifying party unless the indemnifying party had determined not to assume the defense
of the action. The indemnifying party will not settle or compromise any claim or action without the
written consent of the indemnified party (which consent shall not be unreasonably withheld)




          11.4 Basket. 




          Except as otherwise provided in this Agreement, neither the Investors, on the one hand, nor
Company, on the other hand, shall have any liability for indemnification pursuant to Section 11
unless the total Section 11 Damages for which the indemnifying party would otherwise be liable
exceeds $50,000 in the aggregate for the Company or for the Investors in total, in which case the
liability for indemnification shall include such $50,000, provided, however, that such $50,000
“basket” shall not apply to any fraud by the parties hereto and shall only apply to any breach or
default of any representation or warranty by, or covenant of, the parties hereto. The maximum
amount of indemnification claims for which the Investor shall be liable in the aggregate shall not
exceed the Exchange Price as set forth in Section 2.1.




23









 








     12. Termination. 



          This Agreement shall be terminated and the transaction contemplated by this Agreement
abandoned at any time prior to the Closing:




          12.1 By mutual written consent of the Company and the Investor.




          12.2 By Company upon written notice to the Investors, if an Investor has violated or breached
any representation, warranty or covenant contained in this Agreement or any agreement contemplated
by this Agreement; provided that the Company shall have given the Investors thirty (30) days’
advance written notice setting forth the basis on which the Company is exercising its right to
terminate and such violation or breach is not cured within such thirty (30) days.




          12.3 By an Investor with respect to himself upon written notice to the Company, if the Company
has violated or breached any representation, warranty or covenant contained in this Agreement or
any agreement contemplated by this Agreement; provided that the Investor shall have given the
Company thirty (30) days’ advance written notice setting forth the basis on which the Investor is
exercising its right to terminate and such violation or breach is not cured within such thirty (30)
days.




          Termination by the Company or an Investor pursuant to Sections 12.2 or 12.3, respectively,
shall not constitute a waiver of the breach affording such right of termination or of the right to
seek damages for such breach, and termination by an Investor pursuant to Section 12. 3 shall not
affect the rights and obligations set forth herein of the Company and the other Investors with
respect to each other.




          12.4 Automatically if the Closing has not occurred on or before March 31, 2010.




24









 








          12.5 Automatically if the Company’s shareholders do not approve the transactions contemplated
by this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations at the
Company’s 2009 annual meeting of stockholders and any postponements or adjournments thereof.




     13. Release. As a part of the consideration of this Agreement, each Investor and for
the personal representatives, successors, and assigns of the Investor, does hereby remise, release,
and forever discharge the Company and the officers, employees, directors (other than any Investor
who is a director of the Company), and stockholders thereof, of and from all manner of actions,
whether intentional or negligent, causes and causes of action, suits, debts, sums of money, account
reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims, and demands, whatsoever, at law or in equity,
and particularly, in regard to any and all claims relating to the TruPS and any and all
transactions in relation thereto other than the transaction entered into pursuant to this Agreement
or the Purchase Agreement (including, without limitation, any guaranties of the same and without
limitation any claim to dividends deferred and not paid under the TruPS), which Investor or
Investor’s personal representatives, successors, assigns, and agents ever had, now have, or may
have in the future, for, upon or by reason of any matter, cause, or thing, whatsoever relating to
the TruPS and any transactions in relation thereto other than the transaction entered into pursuant
to this Agreement or the Purchase Agreement (including without limitation any guaranties of the
same and without limitation any claim to dividends deferred and not paid under the TruPS).



     14. Specific Performance. Notwithstanding anything to the contrary contained herein,
if any party to this Agreement fails to fulfill any of its obligations pursuant to this Agreement,
or if



25









 




any of the covenants or representations set forth in this Agreement are not true and correct
pursuant to the terms of this Agreement, each party hereto agrees that the other party would suffer
irreparable harm from any such breach. In the event of an alleged or threatened breach by any party
of any of the provisions of this Agreement, the aggrieved party may, in addition to all other
rights and remedies existing in its favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.




     15. Miscellaneous.



          15.1 Notices. 




          All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal
delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or
overnight delivery service (by a reputable international carrier) to the parties as follows (or at
such other address as a party may specify by notice given pursuant to this Section):




	 	 	 	 	 
	 

	 	 	 	To Investors: as set forth on the signature pages to this
Agreement
	 

	 	With a Copy to:	 	 
	 

	 	 	 	Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
	 

	 	 	 	4775 Munson Street NW
	 

	 	 	 	Canton, Ohio 44718
	 

	 	 	 	Attn: Randall C. Hunt
	 

	 	 	 	Fax: (330) 497-4020
	 

	 	 	 	Email: rchunt@kwgd.com






26









 






	 	 	 	 	 
	 
	 	To Company:	 	PVF CAPITAL CORP.
	 
	 	 	 	30000 Aurora Road
	 
	 	 	 	Solon, Ohio 44139
	 
	 	 	 	Attn: Chief Executive Officer
	 
	 	 	 	Fax: (440) 914-3916
	 
	 	With a copy to:	 	Kilpatrick Stockton LLP
	 
	 	 	 	607 14th Street, NW
	 
	 	 	 	Suite 900
	 
	 	 	 	Washington, DC  20005
	 
	 	 	 	Attn: Joel E. Rappoport
	 
	 	 	 	Fax: (202) 508-5858
	 
	 	 	 	Email: jrappoport@kilpatrickstockton.com





All notices shall be deemed given and received one business day after their delivery to the
addresses for the respective party(ies), with the copies indicated, as provided in this Section
15.1.




          15.2 Entire Agreement. 




          This Agreement, the documents which are Exhibits to this Agreement and any other
contemporaneous written agreements entered into by the parties contain the sole and entire binding
agreement among and representations made by the parties to each other and supersede any and all
other prior written or oral agreements and representations among them.




          15.3 Amendment. 




          No amendment or modification of this Agreement shall be valid unless, in writing, and duly
executed by the parties affected by the amendment or modification.




27









 








          15.4 Binding Effect. 




          This Agreement shall be binding upon and inure to the benefit of the parties and their
respective representatives, heirs, successors and permitted assigns.




          15.5 Waiver. 




          Waiver by any party of any breach of any provision of this Agreement shall not be considered
as or constitute a continuing waiver or a waiver of any other breach of the same or any other
provision of this Agreement.




          15.6 Captions. 




          The captions contained in this Agreement are inserted only as a matter of convenience or
reference and in no way define, limit, extend or describe the scope of this Agreement or the intent
of any of its provisions.




          15.7 Construction. 




          In the construction of this Agreement, whether or not so expressed, words used in the singular
or in the plural, respectively, include both the plural and the singular and the masculine,
feminine and neuter genders include all other genders. Since all parties have engaged in the
drafting of this Agreement, no presumption of construction against any party shall apply.




          15.8 Sections. 




          All references contained in this Agreement to Sections shall be deemed to be references to
Sections of and Exhibits attached to this Agreement, except to the extent that any such reference
specifically refers to another document. All references to Sections shall be deemed to also refer
to all subsections of such Sections, if any.




28









 








          15.9 Severability. 




          In the event that any portion of this Agreement is illegal or unenforceable, it shall affect
no other provisions of this Agreement, and the remainder of this Agreement shall be valid and
enforceable in accordance with its terms.




          15.10 Absence of Third-Party Beneficiaries. 




          Nothing in this Agreement, express or implied, is intended to (a) confer upon any person or
entity other than the parties to this Agreement, any rights or remedies under or by reason of this
Agreement as a third-party beneficiary or otherwise; or (b) authorize anyone not a party to this
Agreement to maintain an action or institute an arbitration proceeding pursuant to or based upon
this Agreement.




          15.11 Business Day. 




          As used in this Agreement, the term “business day” means any day other than a Saturday, Sunday
or legal or bank holiday in the City of New York, NY (the “City”). If any time period set forth in
this Agreement expires on other than a business day in the City, such period shall be extended to
and through the next succeeding business day in the City.




          15.12 Assignment. 




          Neither this Agreement nor any rights under this Agreement may be assigned by any party
without the written consent of all other parties.




          15.13 Other Documents. 




          The parties shall take all such actions and execute all such documents which may be necessary
to carry out the purposes of this Agreement, whether or not specifically provided for in this
Agreement.




29









 








          15.14 Governing Law. 




          This Agreement and the interpretation of its terms shall be governed by the laws of the State
of Ohio, without application of conflicts of law principles.




          15.15 Attorneys Fees. 




          Company shall pay the fees and expenses of the Investors’ legal counsel up to the sum of
Thirty-Five Thousand Dollars ($35,000.00), and Company shall pay its attorneys’ fees and expenses
for the negotiation and preparation of this Agreement, the Exhibits and the other agreements
contemplated by this Agreement.




          15.16 Public Disclosure. 




          No party to this Agreement shall make any public disclosure or publicity release pertaining to
the existence of the subject matter contained in this Agreement without notifying and consulting
with the other parties and upon approval of a joint press release; provided, however, that
notwithstanding the foregoing, each party shall be permitted, after notice to the other parties, to
make such disclosures to the public or to governmental agencies as its counsel shall deem necessary
to maintain compliance with, and to prevent violation of, applicable laws, federal, state and
local, domestic and foreign, including federal and state securities laws.




          15.17 Counterparts. 




          This Agreement may be executed and delivered in two or more counterparts, each of which shall
be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.




[The Remainder of the Page is Intentionally Left Blank]




30









 







The parties have executed this Agreement as of the date set forth above.




	 	 	 	 	 
	 	PVF CAPITAL CORP.,

An Ohio Corporation

 	 
	 	By:  	/s/ Stuart D. Neidus 	 
	 	 	Name:  	Stuart D. Neidus 	 
	 	 	Title:  	Director and Chairman of the Special
Committee 	 



31









 






	 	 	 	 	 



INVESTOR:   /s/ Marty E. Adams




Name: Marty E. Adams

Address: [ADDRESS OMITTED]




Liquidation
Preference Amount of TruPS held: 4,500,000




Investor’s Percentage: 45%




Class of Accredited Investor:  




INVESTOR:  
/s/ Lee Burdmann




Name:
Lee Burdmann

Address: [ADDRESS OMITTED]




Liquidation
Preference Amount of TruPS held: 375,000




Investor’s
Percentage: 3.75%




Class of Accredited Investor:




INVESTOR:  
/s/ Robert J. King, Jr.




Name: Robert J. King, Jr.

Address: [ADDRESS OMITTED]




Liquidation
Preference Amount of TruPS held: 1,000,000




Investor’s Percentage: 10%




Class of Accredited Investor:




32









 








INVESTOR:  
/s/ John S. Loeber




Name: John S. Loeber

Address: [ADDRESS OMITTED]




Liquidation
Preference Amount of TruPS held: 500,000




Investor’s
Percentage: 5%




Class of Accredited Investor:




INVESTOR:  
/s/ Umberto P. Fedeli





Name: Umberto P. Fedeli

Address: [ADDRESS OMITTED]




Liquidation
Preference Amount of TruPS held: 2,000,000




Investor’s
Percentage: 20%




Class of Accredited Investor:





33









 





	 	 	 	 	 
	INVESTOR:

	 	/s/ James E. Pastore
 

	 	 
	 
	 	 	 	 
	Name:

	 	James E. Pastore	 	 
	Address

	 	[ADDRESS OMITTED]	 	 






Liquidation
Preference Amount of TruPS held: 750,000




Investor’s
Percentage: 7.5%




Class
of Accredited Investor:




	 	 	 	 	 
	INVESTOR:

	 	/s/ Richard R. Hollington, Jr
 

	 	 
	 
	 	 	 	 
	Name:

	 	Richard R. Hollington, Jr	 	 
	Address

	 	[ADDRESS OMITTED]	 	 






Liquidation
Preference Amount of TruPS held: 250,000




Investor’s
Percentage: 2.5%




Class
of Accredited Investor:




	 	 	 	 	 
	INVESTOR:

	 	/s/  Richard R. Hollington, III
 

	 	 
	 
	 	 	 	 
	Name:

	 	Richard R. Hollington, III	 	 
	Address

	 	[ADDRESS OMITTED]	 	 






Liquidation
Preference Amount of TruPS held: 250,000




Investor’s
Percentage: 2.5%




Class
of Accredited Investor:





34









 








	 	 	 	 	 
	INVESTOR:

	 	/s/ Jonathan A. Levy
 

	 	 
	 
	 	 	 	 
	Name:

	 	Jonathan A. Levy	 	 
	Address

	 	[ADDRESS OMITTED]	 	 






Liquidation
Preference Amount of TruPS held: 375,000




Investor’s
Percentage: 3.75%




Class
of Accredited Investor:





35











 









EXHIBIT A




FORM OF WARRANT














 




NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE
BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE
EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF
COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
REQUIRED.



Date: ____________, 2009




COMMON STOCK WARRANT




OF




PVF CAPITAL CORP.




INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO



THIS CERTIFIES THAT, for value received, ______________________ (the “Investor”) is entitled to
subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock
of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the
terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the
Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may
hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to
time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date
set forth above.



This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by
and between the Investor and the Company (the “Exchange Agreement”).





	 	1.	 	TERM. Subject to the terms hereof, the purchase right represented by this
Warrant is exercisable, in whole, at any time from and after the Grant Date and at or
prior to 11:59 p.m. Eastern Standard Time on the date five (5) years following the Grant
Date (the “Expiration Date”). The number of Shares, type of security and Exercise Price
(as that term is defined in Section 2 hereof) are subject to adjustment as provided
herein, and all references to “Exercise Price” herein shall be deemed to include any such
adjustment or series of adjustments. Terms used herein and not otherwise defined shall
have the meaning as set forth in the Exchange Agreement.




 









 












	 	2.	 	NUMBER OF SHARES AND EXERCISE PRICE. Subject to the terms and conditions
hereinafter set forth, the Investor is entitled, upon surrender of this Warrant prior to
the Expiration Date, to purchase from the Company, _______ shares of Common Stock. The
purchase price for the shares of the Common Stock purchased pursuant to this Warrant shall
be equal to the lesser of (i) $4.00 per share, (ii) $_____ per share, (iii) in the event
that the Company consummates a public offering other than pursuant to an employee benefit
plan of the Company, including an offering registered with the Securities and Exchange
Commission notwithstanding that such registered offering might be deemed a private offering
under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the price per share for shares of
Common Stock in any such Public Offering, or (iv) in the event that the Company consummates
a private placement of shares of Common Stock in exchange exclusively for cash
consideration pursuant to Regulation D, the Regulation D private placement offering price
per share for shares of Common Stock in any such private placement (“Exercise Price”)
	 
	 	3.	 	METHOD OF EXERCISE. The purchase right represented by this Warrant may be
exercised by the Investor, in whole or in part and from time to time, by the surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company accompanied by payment to the Company, by
certified check, or wire transfer payable to the Company, in an amount equal to the then
applicable Exercise Price per share multiplied by the number of Shares then being
purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to
receive from the Company a stock certificate representing the number of Shares so
purchased which shall be delivered to the Investor as soon as possible and in any event
within thirty (30) days of receipt of such notice, surrendered Warrant and proper payment,
and a new warrant in substantially identical form and dated as of such date of exercise
shall be issued to the Investor for the purchase of that number of Shares equal to the
difference, if any, between the number of Shares subject to this Warrant and the number of
Shares as to which this Warrant is so exercised. The Investor shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been
issued) immediately prior to the close of business on the date or dates upon which this
Warrant is exercised.
	 
	 	4.	 	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be fully paid
and non assessable, and free from all taxes, liens and charges with respect to the issue
thereof. During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, subject to shareholder approval,
if required by applicable law, and reserved for the purpose of issuance upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of Shares to provide
for the exercise of the right represented by this Warrant.




2









 












	 	5.	 	ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events, as follows:






	 	a.	 	Reclassification or Merger. If at any time while this
Warrant remains outstanding and unexpired, in case of any reclassification, change
or conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), or in
case of any merger of the Company with or into another corporation (other than a
merger with another corporation in which the Company is a continuing corporation
and which does not result in any reclassification or change of outstanding
securities issuable upon exercise of this Warrant), or in case of any sale of all
or substantially all of the assets of the Company, the Company, or such successor
or purchasing corporation, as the case may be, shall execute a new Warrant (in
form and substance reasonably satisfactory to the Investor) providing that the
Investor shall have the right to exercise such new Warrant and upon such exercise
to receive, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of one share of Common Stock. Such new Warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Paragraph 5. The provisions of this subparagraph
(a) shall similarly apply to successive reclassification, changes, mergers and
transfers.
	 
	 	b.	 	Subdivisions or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the number of Shares issuable upon exercise hereof,
shall be proportionally adjusted and the Exchange Price shall be adjusted so that
the aggregate exercise price of this Warrant shall at all time remains equal.
	 
	 	c.	 	Common Stock Dividends. If the Company at any time while
this Warrant is outstanding and unexpired shall pay a dividend payable in shares
of Common Stock (except any distribution specifically provided for in the
foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted,
from and after the date of determination of shareholders entitled to receive such
dividend or distribution, to that price determined by multiplying the Exercise
Price in effect immediately prior to such date of determination by a fraction (i)
the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after




3









 












	 	 	 	such dividend or distribution and the number of Shares subject to this Warrant
shall be proportionately adjusted.
	 
	 	d.	 	No Impairment. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
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 to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all the
provisions of this Paragraph 5 and in the taking of all such action as maybe
necessary or appropriate in order to protect the rights of the Investor against
impairment.






	 	6.	 	NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted
pursuant to the provisions hereof, the Company shall within thirty (30) days of such
adjustment deliver a certificate signed by its chief financial officer to the Investor
setting forth, in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise Price
after giving effect to such adjustment.
	 
	 	7.	 	FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional Shares the Company
shall make a cash payment equal to the excess of the average daily closing price of the
Company’s common stock for the twenty (20) business days prior to the exercise date for
such fractional shares above the Warrant Price for such fractional share.
	 
	 	8.	 	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor
provided that the Investor in connection with such transfer delivers to the Company an
opinion of counsel, in form and substance satisfactory to the Company, that registration
is not required under the Securities Act of 1933, as amended, or any applicable state
securities laws.
	 
	 	9.	 	RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of Common Stock, or any
other securities of the Company which may at any time be issuable on the exercise hereof
for any purpose, nor shall anything contained herein be construed to confer upon the
Investor, any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to receive notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.
	 
	 	10.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and
delivered on the basis of the following:




4









 












	 	a.	 	This Warrant has been duly authorized and executed by the Company
and when delivered will be the valid and binding obligation of the Company
enforceable in accordance with its terms;
	 
	 	b.	 	The Shares have been duly authorized by the Company and when issued
in accordance with the terms hereof, will be validly issued, fully paid and
nonassessable;
	 
	 	c.	 	The rights, preferences, privileges and restrictions granted to or
imposed upon the Shares and the Investor are as set forth in the Company’s
Articles of Incorporation, as amended;
	 
	 	d.	 	The execution and delivery of this Warrant are not, and the
issuance of the Shares upon exercise of this Warrant in accordance with the terms
hereof will not be, inconsistent with the Company’s Articles of Incorporation or
by-laws, do not and will not contravene any law, governmental rule or regulation,
judgment or order applicable to the Company, and do not and will not contravene
any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice to, the
registration with or the taking of any action in respect of or by, any federal
state or local government authority or agency or other person.






	 	11.	 	REPRESENTATIONS AND WARRANTIES OF INVESTOR. The Investor hereby represents
and warrants that:






	 	a.	 	Purchase Entirely for Own Account. This Warrant is issued
to the Investor in reliance upon Investor’s representation to the Company, which
by its acknowledgment of this Warrant Investor hereby confirms, that the Warrant
and the Common Stock issuable upon exercise of the Warrant (collectively, the
“Securities”) will be acquired for investment for the Investor’s own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that the Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same. By acknowledging this
Warrant, the Investor does not have any contract, undertaking, agreement, or
arrangement with any person to sell, transfer, or grant participations to such
person or to any third person, with respect to any of the Securities. The
Investor has full power and authority to acknowledge this Warrant.
	 
	 	b.	 	Disclosure of Information. The Investor has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Warrant.




5









 












	 	c.	 	Investment Experience. The Investor acknowledges that it
can bear the economic risk of its investment.
	 
	 	d.	 	Accredited Investor. The Investor is an “accredited
investor” within the meaning of SEC Rule 501 of Regulation D, as presently in
effect.
	 
	 	e.	 	Restricted Securities. The Investor understands that the
Securities it is purchasing are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act only in certain limited circumstances. In this connection, the Investor
represents that it is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the Act.
	 
	 	f.	 	Legends. It is understood that the certificates evidencing
the Securities may bear one or all of the following legends:






	 	i.	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933
OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT.”






	 	12.	 	MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.
	 
	 	13.	 	NOTICES. All notices, demands or requests provided for or permitted to be
given pursuant to this Agreement must be in writing and shall be delivered or sent, with
the copies indicated, by personal delivery, telecopy (with confirmation and additional
copy sent by overnight delivery service) or overnight delivery service (by a reputable
international carrier) to the parties as follows (or at such other address as a party may
specify by notice given pursuant to this Section);




6









 











	 	 	 	 	 
	To Investor:

	 	 
	 	 
	 

	 	 	 	 
	 
	 

	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	Fax:	 	 
	 

	 	Email:	 	 






	 	 	 
	With a Copy to:

	 	Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
	 

	 	4775 Munson Street, NW
	 

	 	Canton, Ohio 44735-6963
	 

	 	Attn: Randall C. Hunt
	 

	 	Fax: (330) 497-4020
	 

	 	Email: rhunt@kwgd.com
	 
	 	 
	To Company:

	 	PVF CAPITAL CORP.
	 

	 	30000 Aurora Road
	 

	 	Solon, Ohio 44139
	 

	 	Attn: Chief Executive Officer
	 

	 	Fax: (440) 914-3916






	 	 	 
	With a copy to:

	 	Kilpatrick Stockton LLP
	 

	 	607 14th Street, NW
	 

	 	Suite 900
	 

	 	Washington, DC 20005
	 

	 	Attn: Joel E. Rappoport
	 

	 	Fax: (202) 508-5858
	 

	 	Email: jrappoport@kilpatrickstockton.com







All notices shall be deemed given and received one business day after their delivery to the
addresses for the respective party(ies), with the copies indicated, as provided in this
Section 13.




	 	14.	 	BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall
be binding upon the Company and its respective successors and assigns and the Investor.
All of the obligations of the parties relating to the Common Stock issuable upon the
exercise of this Warrant shall survive the exercise and termination of this Warrant and
all of the covenants and agreements of each party relating thereto shall inure to the
benefit of the successors and assigns of the other. The Company will, at the time of the
exercise of this Warrant, in whole or in part, upon request of the Investor but at the
Company’s expense, acknowledge in writing its continuing obligation to the Investor in
respect of any rights (including, without limitation, any right to registration of the
shares of Registrable Securities) to which the Investor shall continue to be entitled





7









 











	 	 	 	after such exercise in accordance with this Warrant; provided, that the failure of the
Investor to make any such request shall not affect the continuing obligation of the Company
to the Investor in respect of such rights.
	 
	 	15.	 	LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor
that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant or any stock certificate and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and cancellation of
such Warrant or stock certificate, the Company will make and deliver a new Warrant or
stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.
	 
	 	16.	 	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of this
Warrant.
	 
	 	17.	 	GOVERNING LAW. This Agreement and the interpretation of its terms shall be
governed by the laws of the State of Ohio, without application of conflicts of law
principles.
	 
	 	18.	 	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this
Warrant are confidential. Neither party shall make any public disclosure concerning the
terms and conditions of this Warrant without the prior written consent of the other party,
except as required by the rules and regulations of the Securities and Exchange Commission,
the Nasdaq Stock Market, Inc. or any other applicable stock exchanges.
	 
	 	19.	 	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the
Company and Investor shall pay their respective attorneys’ fees and expenses for the
negotiation and preparation of this Warrant and the other agreements contemplated by this
Warrant.
	 
	 	20.	 	COUNTERPARTS. This Agreement may be executed and delivered in two or more
counterparts, each of which shall be deemed to be an original and all of which, taken
together, shall be deemed to be one agreement.





[Remainder of Page Intentionally Left Blank]




8









 








     The parties have executed this Warrant as of the date set forth above.




	 	 	 	 	 
	               Investor: 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 
	               Company: 	PVF CAPITAL CORP.,

An Ohio corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Stuart D. Neidus 	 
	 	 	Title:  	Director and Chairman of the Special Committee 	 



9









 






	 	 	 	 	 



EXHIBIT A

NOTICE OF EXERCISE




To: PVF CAPITAL CORP.

30000 Aurora Road

Solon, Ohio 44139

Attn:





	 	1.	 	The undersigned hereby elects to purchase __________ Shares of Common Stock of PVF
CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment
of the purchase price of such Shares in full.
	 
	 	2.	 	Please issue a certificate or certificates representing said Shares in the name of the
undersigned or in such other name or names as are specified below:





	 	 	 	 	 
	Name:

	 	 
	 	 
	 

	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	 	 	 
	 
	 

	 	 	 	 






	 	3.	 	The undersigned represents that the aforesaid Shares being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with,
the distribution thereof and that the undersigned has no present intention of distributing
or reselling such Shares.





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 




10











 





EXHIBIT B




FORM OF WARRANT


















 




NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE
BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE
EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF
COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
REQUIRED.




Date:                     , 2009




COMMON STOCK WARRANT




OF




PVF CAPITAL CORP.




INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO



THIS CERTIFIES THAT, for value received,                      (the “Investor”) is entitled to
subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock
of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the
terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the
Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may
hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to
time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date
set forth above.



This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by
and between the Investor and the Company (the “Exchange Agreement”).





	 	1.	 	TERM. Subject to the terms hereof, the purchase right represented by this
Warrant is exercisable, in whole, at any time from and after the Grant Date and at or prior
to 11:59 p.m. Eastern Standard Time on the date five (5) years following the Grant Date.
Notwithstanding the foregoing, in the event that the Company does not complete an Offering
(as defined below) within one (1) year of the Grant Date, this Warrant shall terminate and
be of no effect. The number of Shares, type of security and Exercise Price (as that term
is defined in Section 2 hereof) are subject to adjustment as provided herein, and all
references to “Exercise Price” herein shall be deemed to include any such adjustment or
series of adjustments.





 









 





	 	 	 	Terms used herein and not otherwise defined shall have the meaning as set forth in the
Exchange Agreement.
	 
	 	2.	 	NUMBER OF SHARES. Subject to the terms and conditions hereinafter set forth,
in the event the Company completes one or more Offerings within one year after the Grant
Date, the Investor is entitled, upon surrender of this Warrant, to purchase from the
Company, a number of shares of Common Stock equal to the Investor Allowable Number (as
defined below). The “Investor Allowable Number” shall be a number of shares equal to (A)
the product of (x) ___% and (y) the Dilution Limit (as defined below) minus (B) _________
shares; provided, however, that if the Investor Allowable Number would be less than 0
under this formula, then the Investor Allowable Number shall be deemed to be 0. The
Dilution Limit is a number of shares equal to 4.9% of the total number of shares of Common
Stock outstanding subsequent to the first Offering completed by the Company within one
year following the Grant Date. In the event two or more Offerings are completed by the
Company within one year following the Grant Date, then upon the completion of each
Offering completed within such one-year period and subsequent to the first completed
Offering the Dilution Limit shall be increased by a number of shares equal to 4.9% of the
total number of shares of Common Stock sold in each Offering completed within such
one-year period and subsequent to the first completed Offering. The purchase price for
the shares of the Common Stock purchased pursuant to this Warrant shall be equal to the
lesser of (i) $4.00 per share, (ii) $  per share, (iii) in the event that the Company
consummates a public offering of Common Stock other than pursuant to an employee benefit
plan of the Company, including an offering registered with the Securities and Exchange
Commission notwithstanding that such registered offering might be deemed a private
offering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the price per share for
shares of Common Stock in any such Public Offering, or (iv) in the event that the Company
consummates a private placement of shares of Common Stock in exchange exclusively for cash
consideration pursuant to Regulation D (a “Private Placement”), the Regulation D private
placement offering price per share for shares of Common Stock in any such private
placement (“Exercise Price”). A Public Offering or a Private Placement is referred to
herein as an “Offering.”
	 
	 	3.	 	METHOD OF EXERCISE. The purchase right represented by this Warrant may be
exercised by the Investor, in whole or in part and from time to time, by the surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company accompanied by payment to the Company, by
certified check, or wire transfer payable to the Company, in an amount equal to the then
applicable Exercise Price per share multiplied by the number of Shares then being
purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to
receive from the Company a stock certificate representing the number of Shares so
purchased which shall be delivered to the Investor as soon as possible and in any event
within thirty (30) days of receipt of such notice, surrendered Warrant and proper




2









 






	 	 	 	payment, and a new warrant in substantially identical form and dated as of such date of
exercise shall be issued to the Investor for the purchase of that number of Shares equal to
the difference, if any, between the number of Shares subject to this Warrant and the number
of Shares as to which this Warrant is so exercised. The Investor shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been
issued) immediately prior to the close of business on the date or dates upon which this
Warrant is exercised.
	 
	 	4.	 	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be fully paid
and non assessable, and free from all taxes, liens and charges with respect to the issue
thereof. During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, subject to shareholder approval,
if required by applicable law, and reserved for the purpose of issuance upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of Shares to provide
for the exercise of the right represented by this Warrant.
	 
	 	5.	 	ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. After the Public Offering
is conducted, the number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:






	 	a.	 	Reclassification or Merger. If at any time while this
Warrant remains outstanding and unexpired, in case of any reclassification, change
or conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), or in
case of any merger of the Company with or into another corporation (other than a
merger with another corporation in which the Company is a continuing corporation
and which does not result in any reclassification or change of outstanding
securities issuable upon exercise of this Warrant), or in case of any sale of all
or substantially all of the assets of the Company, the Company, or such successor
or purchasing corporation, as the case may be, shall execute a new Warrant (in
form and substance reasonably satisfactory to the Investor) providing that the
Investor shall have the right to exercise such new Warrant and upon such exercise
to receive, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of one share of Common Stock. Such new Warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Paragraph 5. The provisions of this subparagraph
(a) shall similarly apply to successive reclassification, changes, mergers and
transfers.




3









 






	 	b.	 	Subdivisions or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the number of Shares issuable upon exercise hereof shall
be proportionally adjusted and the Exchange Price shall be adjusted so that the
aggregate exercise price of this Warrant shall at all time remains equal
	 
	 	c.	 	Common Stock Dividends. If the Company at any time while
this Warrant is outstanding and unexpired shall pay a dividend payable in shares
of Common Stock (except any distribution specifically provided for in the
foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted,
from and after the date of determination of shareholders entitled to receive such
dividend or distribution, to that price determined by multiplying the Exercise
Price in effect immediately prior to such date of determination by a fraction (i)
the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution and the number of
Shares subject to this Warrant shall be proportionately adjusted.
	 
	 	d.	 	No Impairment. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
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 to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all the
provisions of this Paragraph 5 and in the taking of all such action as maybe
necessary or appropriate in order to protect the rights of the Investor against
impairment.






	 	6.	 	NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted
pursuant to the provisions hereof, the Company shall within thirty (30) days of such
adjustment deliver a certificate signed by its chief financial officer to the Investor
setting forth, in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise Price
after giving effect to such adjustment.
	 
	 	7.	 	FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional Shares the Company
shall make a cash payment equal to the excess of the average daily closing price of the
Company’s common stock for the twenty (20) business days prior to the exercise date for
such fractional shares above the Warrant Price for such fractional share.




4









 






	 	8.	 	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor
provided that the Investor in connection with such transfer delivers to the Company an
opinion of counsel, in form and substance satisfactory to the Company, that registration
is not required under the Securities Act of 1933, as amended, or any applicable state
securities laws.
	 
	 	9.	 	RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of Common Stock, or any
other securities of the Company which may at any time be issuable on the exercise hereof
for any purpose, nor shall anything contained herein be construed to confer upon the
Investor, any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to receive notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.
	 
	 	10.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and
delivered on the basis of the following:






	 	a.	 	This Warrant has been duly authorized and executed by the Company
and when delivered will be the valid and binding obligation of the Company
enforceable in accordance with its terms;
	 
	 	b.	 	The Shares have been duly authorized by the Company and when issued
in accordance with the terms hereof, will be validly issued, fully paid and
nonassessable;
	 
	 	c.	 	The rights, preferences, privileges and restrictions granted to or
imposed upon the Shares and the Investor are as set forth in the Company’s
Articles of Incorporation, as amended;
	 
	 	d.	 	The execution and delivery of this Warrant are not, and the
issuance of the Shares upon exercise of this Warrant in accordance with the terms
hereof will not be, inconsistent with the Company’s Articles of Incorporation or
by-laws, do not and will not contravene any law, governmental rule or regulation,
judgment or order applicable to the Company, and do not and will not contravene
any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice to, the
registration with or the taking of any action in respect of or by, any federal
state or local government authority or agency or other person.






	 	11.	 	REPRESENTATIONS AND WARRANTIES OF INVESTOR. The Investor hereby represents
and warrants that:




5









 












	 	a.	 	Purchase Entirely for Own Account. This Warrant is issued
to the Investor in reliance upon Investor’s representation to the Company, which
by its acknowledgment of this Warrant Investor hereby confirms, that the Warrant
and the Common Stock issuable upon exercise of the Warrant (collectively, the
“Securities”) will be acquired for investment for the Investor’s own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that the Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same. By acknowledging this
Warrant, the Investor does not have any contract, undertaking, agreement, or
arrangement with any person to sell, transfer, or grant participations to such
person or to any third person, with respect to any of the Securities. The
Investor has full power and authority to acknowledge this Warrant.
	 
	 	b.	 	Disclosure of Information. The Investor has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Warrant.
	 
	 	c.	 	Investment Experience. The Investor acknowledges that it
can bear the economic risk of its investment.
	 
	 	d.	 	Accredited Investor. The Investor is an “accredited
investor” within the meaning of SEC Rule 501 of Regulation D, as presently in
effect.
	 
	 	e.	 	Restricted Securities. The Investor understands that the
Securities it is purchasing are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act only in certain limited circumstances. In this connection, the Investor
represents that it is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the Act.
	 
	 	f.	 	Legends. It is understood that the certificates evidencing
the Securities may bear one or all of the following legends:






	 	i.	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH




6









 






	 	 	 	SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE
CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”






	 	12.	 	MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.
	 
	 	13.	 	NOTICES. All notices, demands or requests provided for or permitted to be
given pursuant to this Agreement must be in writing and shall be delivered or sent, with
the copies indicated, by personal delivery, telecopy (with confirmation and additional
copy sent by overnight delivery service) or overnight delivery service (by a reputable
international carrier) to the parties as follows (or at such other address as a party may
specify by notice given pursuant to this Section);





	 	 	 	 	 	 
	To Investor:
	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Attn:	 
	 

	 	 	 	Fax:	 
	 

	 	 	 	Email:	 
	 
	 	 	 	 
	With a Copy to:

	 	 	 	Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
	 

	 	 	 	4775 Munson Street, NW	 
	 

	 	 	 	Canton, Ohio 44735-6963	 
	 

	 	 	 	Attn: Randall C. Hunt	 
	 

	 	 	 	Fax: (330) 497-4020	 
	 

	 	 	 	Email: rhunt@kwgd.com
	 
	 	 	 	 	 
	To Company:

	 	 	 	PVF CAPITAL CORP.
	 

	 	 	 	30000 Aurora Road
	 

	 	 	 	Solon, Ohio 44139
	 

	 	 	 	Attn: Chief Executive Officer
	 

	 	 	 	Fax: (440) 914-3916
	 
	 	 	 	 
	With a copy to:

	 	 	 	Kilpatrick Stockton LLP
	 

	 	 	 	607 14th Street, NW
	 

	 	 	 	Suite 900
	 

	 	 	 	Washington, DC 20005
	 

	 	 	 	Attn: Joel E. Rappoport






7









 






	 	 	 	 	 	 
	 

	 	 	 	Fax: (202) 508-5858
	 

	 	 	 	Email: jrappoport@kilpatrickstockton.com







All notices shall be deemed given and received one business day after their delivery to the
addresses for the respective party(ies), with the copies indicated, as provided in this
Section 13.




	 	14.	 	BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall
be binding upon the Company and its respective successors and assigns and the Investor.
All of the obligations of the parties relating to the Common Stock issuable upon the
exercise of this Warrant shall survive the exercise and termination of this Warrant and
all of the covenants and agreements of each party relating thereto shall inure to the
benefit of the successors and assigns of the other. The Company will, at the time of the
exercise of this Warrant, in whole or in part, upon request of the Investor but at the
Company’s expense, acknowledge in writing its continuing obligation to the Investor in
respect of any rights (including, without limitation, any right to registration of the
shares of Registrable Securities) to which the Investor shall continue to be entitled
after such exercise in accordance with this Warrant; provided, that the failure of the
Investor to make any such request shall not affect the continuing obligation of the
Company to the Investor in respect of such rights.
	 
	 	15.	 	LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor
that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant or any stock certificate and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and cancellation of
such Warrant or stock certificate, the Company will make and deliver a new Warrant or
stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.
	 
	 	16.	 	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of this
Warrant.
	 
	 	17.	 	GOVERNING LAW. This Agreement and the interpretation of its terms shall be
governed by the laws of the State of Ohio, without application of conflicts of law
principles.
	 
	 	18.	 	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this
Warrant are confidential. Neither party shall make any public disclosure concerning the
terms and conditions of this Warrant without the prior written consent of the other party,
except as required by the rules and regulations of the Securities and Exchange Commission,
the Nasdaq Stock Market, Inc. or any other applicable stock exchanges.




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	 	19.	 	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the
Company and Investor shall pay their respective attorneys’ fees and expenses for the
negotiation and preparation of this Warrant and the other agreements contemplated by this
Warrant.
	 
	 	20.	 	COUNTERPARTS. This Agreement may be executed and delivered in two or more
counterparts, each of which shall be deemed to be an original and all of which, taken
together, shall be deemed to be one agreement.





[Remainder of Page Intentionally Left Blank]




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  The parties have executed this Warrant as of the date set forth above.



  Investor:




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Company:       	PVF CAPITAL CORP.,

An Ohio corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	Stuart D. Neidus 	 
	 	 	Title:  	Director and Chairman of the Special
 Committee 	 


 

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EXHIBIT A

NOTICE OF EXERCISE




To: PVF CAPITAL CORP.

30000 Aurora Road

Solon, Ohio 44139

Attn:





	 	1.	 	The undersigned hereby elects to purchase                      Shares of Common Stock of PVF
CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment
of the purchase price of such Shares in full.
	 
	 	2.	 	Please issue a certificate or certificates representing said Shares in the name of the
undersigned or in such other name or names as are specified below:





	 	 	 
	Name:
	 	 
	 

	 	 
	 
	Address:
	 	 
	 
	 

	 	 
	 
	 

	 	 
	 
	 

	 	 






	 	3.	 	The undersigned represents that the aforesaid Shares being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with,
the distribution thereof and that the undersigned has no present intention of distributing
or reselling such Shares.





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 




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