UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

 __________ __, 2010 

Ladies and Gentlemen: 

Reference is made to that certain Letter Agreement incorporating the Securities Purchase 

Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set 

forth on Schedule A hereto, between the United States Department of the Treasury (the 

“Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms 

used but not defined herein shall have the meanings assigned to them in the Securities Purchase 

Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued 

to the Investor the number of shares of the series of its preferred stock set forth on Schedule A 

hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common 

stock set forth on Schedule A hereto (the “Warrant”). 

In connection with the consummation of the repurchase (the “Repurchase”) by the 

Company from the Investor, on the date hereof, of the number of Preferred Shares listed on 

Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency 

Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment 

Act of 2009: 

 (a) The Company hereby acknowledges receipt from the Investor of the share 

certificate(s) set forth on Schedule A hereto representing the Preferred Shares; [and] 

(b) The Investor hereby acknowledges receipt from the Company of a wire 

transfer to the account of the Investor set forth on Schedule A hereto in immediately 

available funds of the aggregate purchase price set forth on Schedule A hereto, 

representing payment in full for the Repurchased Preferred Shares at a price per share 

equal to the Liquidation Amount per share, together with any accrued and unpaid 

dividends to, but excluding, the date hereof[; and] 

[(c) The Investor hereby acknowledges receipt from the Company of a share 

certificate for the number of Preferred Shares set forth on Schedule A hereto, equal to the 

difference between the Preferred Shares represented by the certificate referenced in 

clause (a) above and the Repurchased Preferred Shares].1

 

 [The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the 

Securities Purchase Agreement, immediately following consummation of the Repurchase, but 

 

1

 Bracketed clause (c) to be included if the Company is repurchasing less than 100% of the Preferred Shares 

issued at Closing. 

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subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer 

all or a portion of the Warrant with respect to, and/or exercise the Warrant for, all or a portion of 

the number of shares of Common Stock issuable thereunder, at any time and without limitation, 

and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to 

permit the foregoing. The Company shall take all steps as may be reasonably requested by the 

Investor to facilitate any such Transfer. 

In addition, the Company agrees that in the event it elects to repurchase the Warrant, it 

shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to 

repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities 

Purchase Agreement (the “Warrant Repurchase Notice”). In the event the Company does not 

deliver the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, 

the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase 

Agreement, of its intention to sell the Warrant, such notice to be effective as of the first day 

following the end of such 15-day period. 

In the event that the Company delivers a Warrant Repurchase Notice and the Company 

and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures 

(including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 

4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such 

Warrant Repurchase Notice, then the Investor hereby provides notice of its intention to sell the 

Warrant.]2

 

This letter agreement will be governed by and construed in accordance with the federal 

law of the United States if and to the extent such law is applicable, and otherwise in accordance 

with the laws of the State of New York applicable to contracts made and to be performed entirely 

within such State. 

This letter agreement may be executed in any number of separate counterparts, each such 

counterpart being deemed to be an original instrument, and all such counterparts will together 

constitute the same agreement. Executed signature pages to this letter agreement may be 

delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages 

had been delivered. 

[Remainder of this page intentionally left blank] 

2

 To be included only if the Company is repurchasing 100% of the Preferred Shares. 
In witness whereof, the parties have duly executed this letter agreement as of the date 

first written above. 

 UNITED STATES DEPARTMENT OF 

 THE TREASURY 

 By: 

 Name: 

 Title: 

 COMPANY: 

 By: 

 Name: 

 Title: 
SCHEDULE A 

General Information:

Date of Letter Agreement incorporating the Securities 

Purchase Agreement: 

Name of the Company: 

Corporate or other organizational form of the 

Company: 

Jurisdiction of organization of the Company: 

Number and series of preferred stock issued to the 

Investor at the Closing: 

Number of Initial Warrant Shares: 

Terms of the Repurchase:

Number of Preferred Shares repurchased by the 

Company: 

Share certificate number (representing the Preferred 

Shares previously issued to the Investor at the 

Closing): 

Per share Liquidation Amount of Preferred Shares: 

Accrued and unpaid dividends on Preferred Shares: 

Aggregate purchase price for Repurchased Preferred 

Shares: 

[Difference between the Preferred Shares and the 

Repurchased Preferred Shares:]3

Investor wire information for payment of purchase 

price: 

ABA Number: 

Bank: 

Account Name: 

Account Number: 

 

3

 Bracketed cell to be included if the Company is repurchasing less than 100% of the Preferred Shares issued at 

Closing. 

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