exv4w2






Exhibit 4.2




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: September 3, 2009




COMMON STOCK WARRANT




OF




PVF CAPITAL CORP.




INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO




THIS CERTIFIES THAT, for value received, ALESCO PREFERRED FUNDING IV, LTD. (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 among the Investor, Cohen & Company Financial Management, LLC, 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 two (2) years following the Grant
Date. Notwithstanding the foregoing, in the event that the Company does not execute a
Capital II Agreement (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 of a Capital II Agreement (as defined below), the Investor is entitled, upon
surrender of this Warrant, to purchase from the Company, shares of the Company’s stock in
an amount equal to the lesser of (i) the Allowable Number (as defined below) or (ii) the
maximum number of shares of the Company’s common stock then issued and outstanding such
that the Investor, upon its exercise of this Warrant, shall own 9.9% of the Company’s
common stock then issued and outstanding; provided, however, that the
maximum number of shares that can be purchased shall not exceed the
Allowable Number, and provided further that in the event the
Investor receives comfort from the Office of Thrift Supervision (“OTS”) that allows it to
rebut the presumption that its holdings of the Company’s common stock constitute control
of the Company for the purpose of the applicable OTS regulations, clause (ii) shall have
no effect. The purchase price for the shares of the Company’s common stock purchased
pursuant to this Warrant shall be at a purchase price equal to the Conversion Price (as
defined below) (“Exercise Price”). The “Capital II Agreement” shall be the written
agreement, if any, executed by the Company within one (1) year of the Grant Date, in
regard to the Company’s purchase of capital securities of PVF Capital Trust II, which
provides for the exchange of the Company’s shares of common stock for capital securities
of PVF Capital Trust II. The “Conversion Price” shall be equal to the price, if any,
utilized in the Capital II Agreement to determine the number of shares of the common stock
of the Company to be exchanged for capital securities of PVF Capital Trust II pursuant to
the Capital II Agreement exclusive of any warrants, warrant shares or
warrant prices. By way of example for illustrative purposes, if the
Capital II Agreement provided for terms identical to those provided
in this Agreement, then the Conversion Price would be the average
daily closing price of the Company's common stock for the twenty (20)
business days prior to the date of the Capital II Agreement. The
“Allowable Number” shall be the lesser of (i) 9.9% of the Company’s common stock exchanged
at the Conversion Price pursuant to the Capital II Agreement or (ii) 1,546,991 less the
sum of 769,608 plus the number of shares issued pursuant to Section 2.1(b) of the Exchange
Agreement.
	 
	 	3.	 	METHOD OF EXERCISE. The purchase right represented by this Warrant may be
exercised by the Investor, in whole, 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. 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 execution of the
Capital II Agreement, 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 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 thereof
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.






	 	12.	 	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, it 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. It has full power and authority to acknowledge
this Warrant.
	 
	 	b.	 	Disclosure of Information. It 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, and has not been organized solely
for the purpose of acquiring the Warrant.
	 
	 	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. It 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.”






	 	13.	 	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.
	 
	 	14.	 	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:
	 	ALESCO PREFERRED FUNDING IV, LTD.
	 

	 	 	 	c/o Cohen & Company Financial Management, LLC
	 

	 	 	 	2929 Arch Street, 17th Floor
	 

	 	 	 	Philadelphia, PA 19104-2870
	 

	 	 	 	Attn: Samuel Hillier, Director
	 

	 	 	 	Fax: (215) 701-8282
	 

	 	 	 	Email: shillier@cohenandcompany.com
	 
	 	 	 	 
	 

	 	With a Copy to:
	 	DECHERT LLP
	 

	 	 	 	2929 Arch Street
	 

	 	 	 	Philadelphia, PA 19104
	 

	 	 	 	Attn: Ralph R. Mazzeo, Esq.
	 

	 	 	 	Fax: (215) 994-2222
	 

	 	 	 	Email: ralph.mazzeo@dechert.com
	 
	 	 	 	 
	 

	 	To Company:
	 	PVF CAPITAL CORP.
	 

	 	 	 	30000 Aurora Road
	 

	 	 	 	Solon, Ohio 44139
	 

	 	 	 	Attn: Chief Executive Officer
	 

	 	 	 	Fax: (440) 914-3916






 









 






	 	 	 	 	 
	 

	 	With a copy to:
	 	Krugliak, Wilkins, Griffiths
	 

	 	 	 	& Dougherty Co., L.P.A.
	 

	 	 	 	4775 Munson St. N.W.
	 

	 	 	 	P.O. Box 36963
	 

	 	 	 	Canton, Ohio 44735-6963
	 

	 	 	 	Attn: Randall C. Hunt,
	 

	 	 	 	Fax: (330) 497-4020
	 

	 	 	 	Email: rchunt@kwgd.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 14.




	 	15.	 	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.
	 
	 	16.	 	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.
	 
	 	17.	 	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.




 









 












	 	18.	 	GOVERNING LAW. This Agreement and the interpretation of its terms shall be
governed by the laws of the State of New York, without application of conflicts of law
principles.
	 
	 	19.	 	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 National Market or any other applicable stock exchanges.
	 
	 	20.	 	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.
	 
	 	21.	 	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]




 









 








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



		
	 	 
	Investor:
	ALESCO PREFERRED FUNDING IV, LTD.
	 
	By: COHEN & COMPANY FINANCIAL
	 
	MANAGEMENT, LLC, solely in its
	 
	capacity as Manager






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Samuel Hillier
 	 
	 	 	Name:  	Samuel Hillier 	 
	 	 	Title:  	Director 	 
	 
	Company:             	PVF CAPITAL CORP.,

An Ohio corporation

 	 
	 	By:  	/s/ Marty E. Adams 	 
	 	 	Name:  	Marty E. Adams 	 
	 	 	Title:  	Interim CEO 	 




 









 






	 	 	 	 	 



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.





ALESCO PREFERRED FUNDING IV, LTD.

By: COHEN & COMPANY FINANCIAL

MANAGEMENT, LLC, solely in its

capacity as Manager




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Samuel Hillier 	 
	 	 	Title:  	Director