ANNEX E 

FORM OF WARRANT TO PURCHASE PREFERRED STOCK 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR 

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT 

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE 

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 

UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO 

THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES 

PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE 

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID 

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID 

AGREEMENT WILL BE VOID. 

WARRANT 

to purchase 

_____________________ 

Shares of Preferred Stock 

of ______________________ 

 Issue Date: ________________________ 

1. Definitions. Unless the context otherwise requires, when used herein the 

following terms shall have the meanings indicated. 

“Board of Directors” means the board of directors of the Company, including any duly 

authorized committee thereof. 

“business day” means any day except Saturday, Sunday and any day on which banking 

institutions in the State of New York generally are authorized or required by law or other 

governmental actions to close. 

“Charter” means, with respect to any Person, its certificate or articles of incorporation, 

articles of association, or similar organizational document. 

 “Company” means the Person whose name, corporate or other organizational form and 

jurisdiction of organization is set forth in Item 1 of Schedule A hereto. 

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 “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any 

successor statute, and the rules and regulations promulgated thereunder. 

 “Exercise Price” means the amount set forth in Item 2 of Schedule A hereto. 

“Expiration Time” has the meaning set forth in Section 3. 

“Issue Date” means the date set forth in Item 3 of Schedule A hereto. 

“Liquidation Amount” means the amount set forth in Item 4 of Schedule A hereto. 

“Original Warrantholder” means the United States Department of the Treasury. Any 

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such 

Person and not by any other Warrantholder. 

 “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used 

in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. 

 “Preferred Stock” means the series of perpetual preferred stock set forth in Item 5 of 

Schedule A hereto. 

“Purchase Agreement” means the Securities Purchase Agreement – Standard Terms 

incorporated into the Letter Agreement, dated as of the date set forth in Item 6 of Schedule A 

hereto, as amended from time to time, between the Company and the United States Department 

of the Treasury (the “Letter Agreement”), including all annexes and schedules thereto. 

 “Regulatory Approvals” with respect to the Warrantholder, means, to the extent 

applicable and required to permit the Warrantholder to exercise this Warrant for shares of 

Preferred Stock and to own such Preferred Stock without the Warrantholder being in violation of 

applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, 

filings and registrations with, notifications to, or expiration or termination of any applicable 

waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 

and the rules and regulations thereunder. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, 

and the rules and regulations promulgated thereunder. 

“Shares” has the meaning set forth in Section 2. 

 “Warrantholder” has the meaning set forth in Section 2. 

“Warrant” means this Warrant, issued pursuant to the Purchase Agreement. 

2. Number of Shares; Exercise Price. This certifies that, for value received, the 

United States Department of the Treasury or its permitted assigns (the “Warrantholder”) is 

entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the 

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Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up 

to an aggregate of the number of fully paid and nonassessable shares of Preferred Stock set forth 

in Item 7 of Schedule A hereto (the “Shares”), at a purchase price per share of Preferred Stock 

equal to the Exercise Price. 

3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by 

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is 

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the 

execution and delivery of this Warrant by the Company on the date hereof, but in no event later 

than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration 

Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly 

completed and executed on behalf of the Warrantholder, at the principal executive office of the 

Company located at the address set forth in Item 8 of Schedule A hereto (or such other office or 

agency of the Company in the United States as it may designate by notice in writing to the 

Warrantholder at the address of the Warrantholder appearing on the books of the Company), and 

(B) payment of the Exercise Price for the Shares thereby purchased, by having the Company 

withhold, from the shares of Preferred Stock that would otherwise be delivered to the 

Warrantholder upon such exercise, shares of Preferred Stock issuable upon exercise of the 

Warrant with an aggregate Liquidation Amount equal in value to the aggregate Exercise Price as 

to which this Warrant is so exercised. 

 If the Warrantholder does not exercise this Warrant in its entirety, the 

Warrantholder will be entitled to receive from the Company within a reasonable time, and in any 

event not exceeding three business days, a new warrant in substantially identical form for the 

purchase of that number of Shares equal to the difference between the number of Shares subject 

to this Warrant and the number of Shares as to which this Warrant is so exercised. 

Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby 

acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition 

that the Warrantholder will have first received any applicable Regulatory Approvals. 

4. Issuance of Shares; Authorization. Certificates for Shares issued upon exercise of 

this Warrant will be issued in such name or names as the Warrantholder may designate and will 

be delivered to such named Person or Persons within a reasonable time, not to exceed three 

business days after the date on which this Warrant has been duly exercised in accordance with 

the terms of this Warrant. The Company hereby represents and warrants that any Shares issued 

upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and 

validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and 

charges (other than liens or charges created by the Warrantholder, income and franchise taxes 

incurred in connection with the exercise of the Warrant or taxes in respect of any transfer 

occurring contemporaneously therewith). The Company agrees that the Shares so issued will be 

deemed to have been issued to the Warrantholder as of the close of business on the date on which 

this Warrant and payment of the Exercise Price are delivered to the Company in accordance with 

the terms of this Warrant, notwithstanding that the stock transfer books of the Company may 

then be closed or certificates representing such Shares may not be actually delivered on such 

date. The Company will at all times reserve and keep available, out of its authorized but 

unissued preferred stock, solely for the purpose of providing for the exercise of this Warrant, the 

aggregate number of shares of Preferred Stock then issuable upon exercise of this Warrant at any 

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time. The Company will use reasonable best efforts to ensure that the Shares may be issued 

without violation of any applicable law or regulation or of any requirement of any securities 

exchange on which the Shares are listed or traded. 

5. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the 

Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the 

date of exercise hereof. The Company will at no time close its transfer books against transfer of 

this Warrant in any manner which interferes with the timely exercise of this Warrant. 

6. Charges, Taxes and Expenses. Issuance of certificates for Shares to the 

Warrantholder upon the exercise of this Warrant shall be made without charge to the 

Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance 

of such certificates, all of which taxes and expenses shall be paid by the Company. 

7. Transfer/Assignment. 

 (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights 

hereunder are transferable, in whole or in part, upon the books of the Company by the registered 

holder hereof in person or by duly authorized attorney, and a new warrant shall be made and 

delivered by the Company, of the same tenor and date as this Warrant but registered in the name 

of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency 

of the Company described in Section 3. All expenses (other than stock transfer taxes) and other 

charges payable in connection with the preparation, execution and delivery of the new warrants 

pursuant to this Section 7 shall be paid by the Company. 

 (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant 

are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so 

long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in 

Section 4.2(a) of the Purchase Agreement. 

8. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the 

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like 

tenor and representing the right to purchase the same aggregate number of Shares. The 

Company shall maintain a registry showing the name and address of the Warrantholder as the 

registered holder of this Warrant. This Warrant may be surrendered for exchange or exercise in 

accordance with its terms, at the office of the Company, and the Company shall be entitled to 

rely in all respects, prior to written notice to the contrary, upon such registry. 

9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company 

of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this 

Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity 

or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon 

surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such 

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the 

right to purchase the same aggregate number of Shares as provided for in such lost, stolen, 

destroyed or mutilated Warrant. 

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10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of 

any action or the expiration of any right required or granted herein shall not be a business day, 

then such action may be taken or such right may be exercised on the next succeeding day that is 

a business day. 

11. Rule 144 Information. The Company covenants that it will use its reasonable best 

efforts to timely file all reports and other documents required to be filed by it under the 

Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC 

thereunder (or, if the Company is not required to file such reports, it will, upon the request of any 

Warrantholder, make publicly available such information as necessary to permit sales pursuant to 

Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further 

action as any Warrantholder may reasonably request, in each case to the extent required from 

time to time to enable such holder to, if permitted by the terms of this Warrant and the Purchase 

Agreement, sell this Warrant without registration under the Securities Act within the limitation 

of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be 

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the 

SEC. Upon the written request of any Warrantholder, the Company will deliver to such 

Warrantholder a written statement that it has complied with such requirements. 

12. Adjustments and Other Rights. For so long as the Original Warrantholder holds 

this Warrant or any portion thereof, if any event occurs that, in the good faith judgment of the 

Board of Directors of the Company, would require adjustment of the Exercise Price or number of 

Shares into which this Warrant is exercisable in order to fairly and adequately protect the 

purchase rights of the Warrants in accordance with the essential intent and principles of the 

Purchase Agreement and this Warrant, then the Board of Directors shall make such adjustments 

in the application of such provisions, in accordance with such essential intent and principles, as 

shall be reasonably necessary, in the good faith opinion of the Board of Directors, to protect such 

purchase rights as aforesaid. 

Whenever the Exercise Price or the number of Shares into which this Warrant is 

exercisable shall be adjusted as provided in this Section 12, the Company shall forthwith file at 

the principal office of the Company a statement showing in reasonable detail the facts requiring 

such adjustment and the Exercise Price that shall be in effect and the number of Shares into 

which this Warrant shall be exercisable after such adjustment, and the Company shall also cause 

a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at 

the address appearing in the Company’s records.

13. No Impairment. The Company will not, by amendment of its Charter or through 

any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of 

securities or any other voluntary action, avoid or seek to avoid the observance or performance of 

any of the terms 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 Warrant and in taking of all such 

action as may be necessary or appropriate in order to protect the rights of the Warrantholder. 

14. Governing Law. This Warrant 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 

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to be performed entirely within such State. Each of the Company and the Warrantholder agrees 

(a) to submit to the exclusive jurisdiction and venue of the United States District Court for the 

District of Columbia for any civil action, suit or proceeding arising out of or relating to this 

Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the 

Company at the address in Section 17 below and upon the Warrantholder at the address for the 

Warrantholder set forth in the registry maintained by the Company pursuant to Section 8 hereof. 

To the extent permitted by applicable law, each of the Company and the Warrantholder hereby 

unconditionally waives trial by jury in any civil legal action or proceeding relating to the 

Warrant or the transactions contemplated hereby or thereby. 

15. Binding Effect. This Warrant shall be binding upon any successors or assigns of 

the Company. 

16. Amendments. This Warrant may be amended and the observance of any term of 

this Warrant may be waived only with the written consent of the Company and the 

Warrantholder. 

17. Notices. Any notice, request, instruction or other document to be given hereunder 

by any party to the other will be in writing and will be deemed to have been duly given (a) on the 

date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on 

the second business day following the date of dispatch if delivered by a recognized next day 

courier service. All notices hereunder shall be delivered as set forth in Item 9 of Schedule A 

hereto, or pursuant to such other instructions as may be designated in writing by the party to 

receive such notice. 

18. Entire Agreement. This Warrant, the forms attached hereto and Schedule A 

hereto (the terms of which are incorporated by reference herein), and the Letter Agreement 

(including all documents incorporated therein), contain the entire agreement between the parties 

with respect to the subject matter hereof and supersede all prior and contemporaneous 

arrangements or undertakings with respect thereto. 

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095331-0002-10879-NY02.2693630.4
[Form of Notice of Exercise]

Date: _________ 

TO: [Company]

RE: Election to Purchase Preferred Stock 

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby 

agrees to subscribe for and purchase such number of shares of Preferred Stock covered by the 

Warrant such that after giving effect to an exercise pursuant to Section 3(B) of the Warrant, the 

undersigned will receive the net number of shares of Preferred Stock set forth below. The 

undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate 

Exercise Price for such shares of Preferred Stock in the manner set forth in Section 3(B) of the 

Warrant. 

Number of Shares of Preferred Stock:1

 

 The undersigned agrees that it is exercising the attached Warrant in full and that, upon 

receipt by the undersigned of the number of shares of Preferred Stock set forth above, such 

Warrant shall be deemed to be cancelled and surrendered to the Company. 

Holder: 

By: 

Name: 

Title: 

 

1. Number of shares to be received by the undersigned upon exercise of the attached Warrant pursuant to 

Section 3(B) thereof. 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by 

a duly authorized officer. 

Dated: _______________

COMPANY: _______________ 

By: 

 Name: 

 Title: 

Attest: 

By: 

 Name: 

 Title: 

[Signature Page to Warrant] 
SCHEDULE A

Item 1 

Name: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Item 2

Exercise Price:2

Item 3

Issue Date: 

Item 4

Liquidation Amount: 

Item 5

Series of Perpetual Preferred Stock: 

Item 6

Date of Letter Agreement between the Company and the United States Department of the 

Treasury: 

Item 7

3 Number of shares of Preferred Stock:

Item 8

Company’s address: 

Item 9

Notice information: 

 

2

 $0.01 per share or such greater amount as the Charter may require as the par value of the Preferred Stock. 

3

 The initial number of shares of Preferred Stock for which this Warrant is exercisable shall include the 

number of shares required to effect the cashless exercise pursuant to Section 3(B) of this Warrant (e.g., 

such number of shares of Preferred Stock having an aggregate Liquidation Amount equal in value to the 

aggregate Exercise Price) such that, following exercise of this Warrant and payment of the Exercise Price 

in accordance with such Section 3(B), the net number of shares of Preferred Stock delivered to the 

Warrantholder (and rounded to the nearest whole share) would have an aggregate Liquidation Amount 

equal to 5% of the aggregate amount invested by the United States Department of the Treasury on the 

investment date. 

095331-0002-10879-NY02.2693630.4