ANNEX D 

FORM OF WARRANT TO PURCHASE COMMON 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 Common Stock 

of 

___________________________ 

Issue Date: ______________

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

herein the following terms shall have the meanings indicated. 

 “Affiliate” has the meaning ascribed to it in the Purchase Agreement. 

 “Appraisal Procedure” means a procedure whereby two independent appraisers, one 

chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the 

determinations then the subject of appraisal. Each party shall deliver a notice to the other 

appointing its appraiser within 15 days after the Appraisal Procedure is invoked. If within 30 

days after appointment of the two appraisers they are unable to agree upon the amount in 

question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual 

consent of such first two appraisers. The decision of the third appraiser so appointed and 

chosen shall be given within 30 days after the selection of such third appraiser. If three 

appraisers shall be appointed and the determination of one appraiser is disparate from the 

middle determination by more than twice the amount by which the other determination is 
disparate from the middle determination, then the determination of such appraiser shall be 

excluded, the remaining two determinations shall be averaged and such average shall be 

binding and conclusive upon the Company and the Original Warrantholder; otherwise, the 

average of all three determinations shall be binding upon the Company and the Original 

Warrantholder. The costs of conducting any Appraisal Procedure shall be borne by the 

Company. 

 

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

duly authorized committee thereof. 

 

 “Business Combination” means a merger, consolidation, statutory share exchange or 

similar transaction that requires the approval of the Company’s stockholders. 

 “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. 

 “Capital Stock” means (A) with respect to any Person that is a corporation or 

company, any and all shares, interests, participations or other equivalents (however 

designated) of capital or capital stock of such Person and (B) with respect to any Person that is 

not a corporation or company, any and all partnership or other equity interests of such Person. 

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

articles of association, or similar organizational document. 

 “Common Stock” has the meaning ascribed to it in the Purchase Agreement. 

 “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. 

 “conversion” has the meaning set forth in Section 13(B). 

 “convertible securities” has the meaning set forth in Section 13(B). 

 “CPP” has the meaning ascribed to it in the Purchase Agreement. 

 “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(a) of Schedule A hereto; 

provided, that such amount shall be reduced by the amount set forth in Item 2(b) of Schedule 

A hereto on each six month anniversary of the date of this Warrant if the Shareholder 

Approvals have not been obtained prior to such anniversary, up to a maximum reduction of 

the amount set forth in Item 2(c) of Schedule A hereto. 
 “Expiration Time” has the meaning set forth in Section 3. 

 “Fair Market Value” means, with respect to any security or other property, the fair 

market value of such security or other property as determined by the Board of Directors, 

acting in good faith or, with respect to Section 14, as determined by the Original 

Warrantholder acting in good faith. For so long as the Original Warrantholder holds this 

Warrant or any portion thereof, it may object in writing to the Board of Director’s calculation 

of fair market value within 10 days of receipt of written notice thereof. If the Original 

Warrantholder and the Company are unable to agree on fair market value during the 10-day 

period following the delivery of the Original Warrantholder’s objection, the Appraisal 

Procedure may be invoked by either party to determine Fair Market Value by delivering 

written notification thereof not later than the 30th day after delivery of the Original 

Warrantholder’s objection. 

 “Governmental Entities” has the meaning ascribed to it in the Purchase Agreement. 

 “Initial Number” has the meaning set forth in Section 13(B). 

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

 “Market Price” means, with respect to a particular security, on any given day, the last 

reported sale price regular way or, in case no such reported sale takes place on such day, the 

average of the last closing bid and ask prices regular way, in either case on the principal 

national securities exchange on which the applicable securities are listed or admitted to 

trading, or if not listed or admitted to trading on any national securities exchange, the average 

of the closing bid and ask prices as furnished by two members of the Financial Industry 

Regulatory Authority, Inc. selected from time to time by the Company for that purpose. 

“Market Price” shall be determined without reference to after hours or extended hours trading. 

If such security is not listed and traded in a manner that the quotations referred to above are 

available for the period required hereunder, the Market Price per share of Common Stock shall 

be deemed to be (i) in the event that any portion of the Warrant is held by the Original 

Warrantholder, the fair market value per share of such security as determined in good faith by 

the Original Warrantholder or (ii) in all other circumstances, the fair market value per share of 

such security as determined in good faith by the Board of Directors in reliance on an opinion 

of a nationally recognized independent investment banking corporation retained by the 

Company for this purpose and certified in a resolution to the Warrantholder. For the purposes 

of determining the Market Price of the Common Stock on the “trading day “ preceding, on 

or following the occurrence of an event, (i) that trading day shall be deemed to commence 

immediately after the regular scheduled closing time of trading on the New York Stock 

Exchange or, if trading is closed at an earlier time, such earlier time and (ii) that trading day 

shall end at the next regular scheduled closing time, or if trading is closed at an earlier time, 

such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be 

determined as of the last trading day preceding a specified event and the closing time of 

trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, 

the Market Price would be determined by reference to such 4:00 p.m. closing price). 
 

 “Ordinary Cash Dividends” means a regular quarterly cash dividend on shares 

of Common Stock out of surplus or net profits legally available therefor (determined in 

accordance with generally accepted accounting principles in effect from time to time), 

provided that Ordinary Cash Dividends shall not include any cash dividends paid subsequent 

to the Issue Date to the extent the aggregate per share dividends paid on the outstanding 

Common Stock in any quarter exceed the amount set forth in Item 4 of Schedule A hereto, as 

adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar 

transaction. 

 “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. 

 “Permitted Transactions” has the meaning set forth in Section 13(B). 

 “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 I4(d)(2) of the Exchange Act. 

 “Per Share Fair Market Value” has the meaning set forth in Section 13(C). 

 “Preferred Shares” means the perpetual preferred stock issued to the Original 

Warrantholder on the Issue Date pursuant to the Purchase Agreement. 

 “Pro Rata Repurchases” means any purchase of shares of Common Stock by the 

Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to 

Section 13(e) or I4(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) 

any other offer available to substantially all holders of Common Stock, in the case of both (A) 

or (B), whether for cash, shares of Capital Stock of the Company, other securities of the 

Company, evidences of indebtedness of the Company or any other Person or any other 

property (including, without limitation, shares of Capital Stock, other securities or evidences 

of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is 

outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance 

of shares for purchase or exchange by the Company under any tender or exchange offer which 

is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that 

is not a tender or exchange offer. 

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

incorporated into the Letter Agreement, dated as of the date set forth in Item 5 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. 

 “Qualified Equity Offering” has the meaning ascribed to it in the Purchase Agreement. 
 “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 

Common Stock and to own such Common 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, applicable law, rule or regulation, including, without 

limitation, 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. 

 “Shareholder Approvals” means all shareholder approvals necessary to (A) approve 

the exercise of this Warrant for Shares for purposes of the section or rule set forth in Item 6 of 

Schedule A hereto, and/or (B) amend the Charter to increase the number of authorized shares 

of Common Stock to the extent necessary to permit the exercise of this Warrant. 

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

 “trading day” means (A) if the shares of Common Stock are not traded on any national 

or regional securities exchange or association or over-the-counter market, a business day or 

(B) if the shares of Common Stock are traded on any national or regional securities exchange 

or association or over-the-counter market, a business day on which such relevant exchange or 

quotation system is scheduled to be open for business and on which the shares of Common 

Stock (1) are not suspended from trading on any national or regional securities exchange or 

association or over-the-counter market for any period or periods aggregating one half hour or 

longer; and (ii) have traded at least once on the national or regional securities exchange or 

association or over-the-counter market that is the primary market for the trading of the shares 

of Common Stock. 

 “U.S. GAAP” means United States generally accepted accounting principles. 

 “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 Company, in whole or in part, after the receipt of all applicable Regulatory 

Approvals and Shareholder Approvals, if any, up to an aggregate of the number of fully paid 

and nonassessable shares of Common Stock set forth in Item 6 of Schedule A hereto, at a 

purchase price per share of Common Stock equal to the Exercise Price. The number of shares 
of Common Stock (the “Shares”) and the Exercise Price are subject to adjustment as provided 

herein, and all references to “Common Stock,” “Shares” and “Exercise Price” herein shall be 

deemed to include any such adjustment or series of adjustments. 

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 7 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: 

(i) by having the Company withhold, from the shares of Common Stock that 

would otherwise be delivered to the Warrantholder upon such exercise, shares of Common 

stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as 

to which this Warrant is so exercised based on the Market Price of the Common Stock on the 

trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the 

Company pursuant to this Section 3, or 

(ii) with the consent of both the Company and the Warrantholder, by tendering 

in cash, by certified or cashier’s check payable to the order of the Company, or by wire 

transfer of immediately available funds to an account designated by the Company. 

 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 Company will have first received Shareholder Approvals and the Warrantholder will 

have first received any applicable Regulatory Approvals. 

4. Issuance of Shares: Authorization: Listing. 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. Subject to receipt of Shareholder Approvals, the Company will at all times 

reserve and keep available, out of its authorized but unissued Common Stock, solely for 

the purpose of providing for the exercise of this Warrant, the aggregate number of shares 

of Common Stock then issuable upon exercise of this Warrant at any time. The Company 

will (A) procure, at its sole expense, the listing of the Shares issuable upon exercise of this 

Warrant at any time, subject to issuance or notice of issuance, on all principal stock 

exchanges on which the Common Stock is then listed or traded and (B) maintain such 

listings of such Shares at all times after issuance. 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 Fractional Shares or Scrip. No fractional Shares or scrip representing 

fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any 

fractional Share to which the Warrantholder would otherwise be entitled, the 

Warrantholder shall be entitled to receive a cash payment equal to the Market Price of the 

Common Stock on the last trading day preceding the date of exercise less the pro-rated 

Exercise Price for such fractional share. 

6. 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. 

7. 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. 

8. Transfer/Assignment.

Subject to compliance with clause (B) of this Section 8, 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 8 shall be paid by the Company. 

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 

Sections 4.2(a) and 4.2(b) of the Purchase Agreement. 

9. 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. 

10. 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. 

11. 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. 

12. 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. 
13. Adjustments and Other Rights. The Exercise Price and the number of 

Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to 

time as follows; provided, that if more than one subsection of this Section 13 is applicable 

to a single event, the subsection shall be applied that produces the largest adjustment and 

no single event shall cause an adjustment under more than one subsection of this Section 

13 so as to result in duplication: 

(A) Stock Splits. Subdivisions. Reclassifications or Combinations. If the 

Company shall (i) declare and pay a dividend or make a distribution on its Common Stock in 

shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common 

Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of 

Common Stock into a smaller number of shares, the number of Shares issuable upon 

exercise of this Warrant at the time of the record date for such dividend or distribution or the 

effective date of such subdivision, combination or reclassification shall be proportionately 

adjusted so that the Warrantholder after such date shall be entitled to purchase the number of 

shares of Common Stock which such holder would have owned or been entitled to receive in 

respect of the shares of Common Stock subject to this Warrant after such date had this 

Warrant been exercised immediately prior to such date. In such event, the Exercise Price in 

effect at the time of the record date for such dividend or distribution or the effective date of 

such subdivision, combination or reclassification shall be adjusted to the number obtained by 

dividing (x) the product of (1) the number of Shares issuable upon the exercise of this 

Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the 

record or effective date, as the case may be, for the dividend, distribution, subdivision, 

combination or reclassification giving rise to this adjustment by (y) the new number of 

Shares issuable upon exercise of the Warrant determined pursuant to the immediately 

preceding sentence. 

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date 

on which the Original Warrantholder no longer holds this Warrant or any portion thereof and 

(ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common 

Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable 

(collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible 

securities”) (other than in Permitted Transactions (as defined below) or a transaction to which 

subsection (A) of this Section 13 is applicable) without consideration or at a consideration 

per share (or having a conversion price per share) that is less than 90% of the Market Price on 

the last trading day preceding the date of the agreement on pricing such shares (or such 

convertible securities) then, in such event: 

the number of Shares issuable upon the exercise of this Warrant immediately prior to the date 

of the agreement on pricing of such shares (or of such convertible securities) (the “Initial 

Number”) shall be increased to the number obtained by multiplying the Initial Number by a 

fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common 

Stock of the Company outstanding on such date and (y) the number of additional shares of 

Common Stock issued (or into which convertible securities may be exercised or convert) and 
(B) the denominator of which shall be the sum of (I) the number of shares of Common Stock 

outstanding on such date and (II) the number of shares of Common Stock which the aggregate 

consideration receivable by the Company for the total number of shares of Common Stock so 

issued (or into which convertible securities may be exercised or convert) would purchase at 

the Market Price on the last trading day preceding the date of the agreement on pricing such 

shares (or such convertible securities); and 

the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such 

Exercise Price in effect immediately prior to the date of the agreement on pricing of such 

shares (or of such convertible securities) by a fraction, the numerator of which shall be the 

number of shares of Common Stock issuable upon exercise of this Warrant prior to such date 

and the denominator of which shall be the number of shares of Common Stock issuable upon 

exercise of this Warrant immediately after the adjustment described in clause (A) above. 

For purposes of the foregoing, the aggregate consideration receivable by the Company in 

connection with the issuance of such shares of Common Stock or convertible securities shall 

be deemed to be equal to the sum of the net offering price (including the Fair Market Value of 

any non-cash consideration and after deduction of any related expenses payable to third 

parties) of all such securities plus the minimum aggregate amount, if any, payable upon 

exercise or conversion of any such convertible securities into shares of Common Stock; and 

“Permitted Transactions” shall mean issuances (i) as consideration for or to fund the 

acquisition of businesses and/or related assets, (ii) in connection with employee benefit plans 

and compensation related arrangements in the ordinary course and consistent with past 

practice approved by the Board of Directors, (iii) in connection with a public or broadly 

marketed offering and sale of Common Stock or convertible securities for cash conducted by 

the Company or its affiliates pursuant to registration under the Securities Act or Rule 144A 

thereunder on a basis consistent with capital raising transactions by comparable financial 

institutions and (iv) in connection with the exercise of preemptive rights on terms existing as 

of the Issue Date. Any adjustment made pursuant to this Section 13(B) shall become effective 

immediately upon the date of such issuance. 

(A) Other Distributions. In case the Company shall fix a record date for the 

making of a distribution to all holders of shares of its Common Stock of securities, evidences 

of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, 

dividends of its Common Stock and other dividends or distributions referred to in Section 

13(A)), in each such case, the Exercise Price in effect prior to such record date shall be 

reduced immediately thereafter to the price determined by multiplying the Exercise Price in 

effect immediately prior to the reduction by the quotient of (x) the Market Price of the 

Common Stock on the last trading day preceding the first date on which the Common Stock 

trades regular way on the principal national securities exchange on which the Common Stock 

is listed or admitted to trading without the right to receive such distribution, minus the amount 

of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights 

or warrants to be so distributed in respect of one share of Common Stock (such amount and/or 

Fair Market Value, the “Per Share Fair Market Value”) divided by (a) such Market Price on 

such date specified in clause (b); such adjustment shall be made successively whenever such a 

record date is fixed. In such event, the number of Shares issuable upon the exercise of this 
Warrant shall be increased to the number obtained by dividing (x) the product of (1) the 

number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) 

the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment 

by (y) the new Exercise Price determined in accordance with the immediately preceding 

sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular 

quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share 

amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. 

In the event that such distribution is not so made, the Exercise Price and the number of Shares 

issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the 

date when the Board of Directors determines not to distribute such shares, evidences of 

indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that 

would then be in effect and the number of Shares that would then be issuable upon exercise of 

this Warrant if such record date had not been fixed. 

(D) Certain Repurchases of Common Stock. In case the Company effects a Pro 

Rata Repurchase of Common Stock, then the Exercise Price shall be reduced to the price 

determined by multiplying the Exercise Price in effect immediately prior to the Effective 

Date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the 

product of (x) the number of shares of Common Stock outstanding immediately before such 

Pro Rata Repurchase and (y) the Market Price of a share of Common Stock on the trading 

day immediately preceding the first public announcement by the Company or any of its 

Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase 

price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the 

number of shares of Common Stock outstanding immediately prior to such Pro Rata 

Repurchase minus the number of shares of Common Stock so repurchased and (ii) the Market 

Price per share of Common Stock on the trading day immediately preceding the first public 

announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata 

Repurchase. In such event, the number of shares of Common Stock issuable upon the 

exercise of this Warrant shall be increased to the number obtained by dividing (x) the product 

of (1) the number of Shares issuable upon the exercise of this Warrant before such 

adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata Repurchase 

giving rise to this adjustment by (y) the new Exercise Price determined in accordance with 

the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise 

Price or decrease in the number of Shares issuable upon exercise of this Warrant shall be 

made pursuant to this Section 13(D). 

(E) Business Combinations. In case of any Business Combination or 

reclassification of Common Stock (other than a reclassification of Common Stock referred to 

in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant 

shall be converted into the right to exercise this Warrant to acquire the number of shares of 

stock or other securities or property (including cash) which the Common Stock issuable (at 

the time of such Business Combination or reclassification) upon exercise of this Warrant 

immediately prior to such Business Combination or reclassification would have been entitled 

to receive upon consummation of such Business Combination or reclassification; and in any 

such case, if necessary, the provisions set forth herein with respect to the rights and interests 
thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as 

nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in 

exchange for any shares of stock or other securities or property pursuant to this paragraph. In 

determining the kind and amount of stock, securities or the property receivable upon exercise 

of this Warrant following the consummation of such Business Combination, if the holders of 

Common Stock have the right to elect the kind or amount of consideration receivable upon 

consummation of such Business Combination, then the consideration that the Warrantholder 

shall be entitled to receive upon exercise shall be deemed to be the types and amounts of 

consideration received by the majority of all holders of the shares of common stock that 

affirmatively make an election (or of all such holders if none make an election). 

(F) Rounding of Calculations: Minimum Adjustments. All calculations under 

this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest onehundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the 

contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into 

which this Warrant is exercisable shall be made if the amount of such adjustment would be 

less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall 

be carried forward and an adjustment with respect thereto shall be made at the time of and 

together with any subsequent adjustment which, together with such amount and any other 

amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of 

Common Stock, or more. 

(G) Timing of Issuance of Additional Common Stock Upon Certain 

Adjustments. In any case in which the provisions of this Section 13 shall require that an 

adjustment shall become effective immediately after a record date for an event, the Company 

may defer until the occurrence of such event (1) issuing to the Warrantholder of this Warrant 

exercised after such record date and before the occurrence of such event the additional shares 

of Common Stock issuable upon such exercise by reason of the adjustment required by such 

event over and above the shares of Common Stock issuable upon such exercise before giving 

effect to such adjustment and (ii) paying to such Warrantholder any amount of cash in lieu of 

a fractional share of Common Stock; provided, however, that the Company upon request 

shall deliver to such Warrantholder a due bill or other appropriate instrument evidencing such 

Warrantholder’s right to receive such additional shares, and such cash, upon the occurrence 

of the event requiring such adjustment. 

(H) Completion of Qualified Equity Offering. In the event the Company (or any 

successor by Business Combination) completes one or more Qualified Equity Offerings on or 

prior to December 31, 2009 that result in the Company (or any such successor) receiving 

aggregate gross proceeds of not less than 100% of the aggregate liquidation preference of the 

Preferred Shares (and any preferred stock issued by any such successor to the Original 

Warrantholder under the CPP), the number of shares of Common Stock underlying the portion 

of this Warrant then held by the Original Warrantholder shall be thereafter reduced by a 

number of shares of Common Stock equal to the product of (i) 0.5 and (ii) the number of 

shares underlying the Warrant on the Issue Date (adjusted to take into account all other 

theretofore made adjustments pursuant to this Section 13). 
(I) Other Events. For so long as the Original Warrantholder holds this Warrant or 

any portion thereof, if any event occurs as to which the provisions of this Section 13 are not 

strictly applicable or, if strictly applicable, would not, in the good faith judgment of the 

Board of Directors of the Company, fairly and adequately protect the purchase rights of the 

Warrants in accordance with the essential intent and principles of such provisions, 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. 

The Exercise Price or the number of Shares into which this Warrant is exercisable shall not 

be adjusted in the event of a change in the par value of the Common Stock or a change in the 

jurisdiction of incorporation of the Company. 

(J) Statement Regarding Adjustments. Whenever the Exercise Price or the 

number of Shares into which this Warrant is exercisable shall be adjusted as provided in 

Section 13, 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. 

(K) Notice of Adjustment Event. In the event that the Company shall propose to 

take any action of the type described in this Section 13 (but only if the action of the type 

described in this Section 13 would result in an adjustment in the Exercise Price or the number 

of Shares into which this Warrant is exercisable or a change in the type of securities or 

property to be delivered upon exercise of this Warrant), the Company shall give notice to the 

Warrantholder, in the manner set forth in Section 13(J), which notice shall specify the record 

date, if any, with respect to any such action and the approximate date on which such action is 

to take place. Such notice shall also set forth the facts with respect thereto as shall be 

reasonably necessary to indicate the effect on the Exercise Price and the number, kind or 

class of shares or other securities or property which shall be deliverable upon exercise of this 

Warrant. In the case of any action which would require the fixing of a record date, such 

notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, 

such notice shall be given at least 15 days prior to the taking of such proposed action. Failure 

to give such notice, or any defect therein, shall not affect the legality or validity of any such 

action. 

(L) Proceedings Prior to Any Action Requiring Adjustment. As a condition 

precedent to the taking of any action which would require an adjustment pursuant to this 

Section 13, the Company shall take any action which may be necessary, including obtaining 

regulatory, New York Stock Exchange, NASDAQ Stock Market or other applicable national 

securities exchange or stockholder approvals or exemptions, in order that the Company may 

thereafter validly and legally issue as fully paid and nonassessable all shares of Common 
Stock that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to 

this Section 13. 

(M) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made 

successively whenever an event referred to herein shall occur. If an adjustment in Exercise 

Price made hereunder would reduce the Exercise Price to an amount below par value of the 

Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the 

Exercise Price to the par value of the Common Stock. 

14. Exchange. At any time (i) following the date on which the shares of Common 

Stock of the Company are no longer listed or admitted to trading on a national securities 

exchange (other than in connection with any Business Combination), or (ii) following the 18 

month anniversary of the Issue Date and until the receipt of the Shareholder Approvals 

allowing the full exercise of this Warrant for Common Stock, the Original Warrantholder may 

cause the Company to exchange all or a portion of this Warrant for an economic interest (to be 

determined by the Original Warrantholder after consultation with the Company) of the 

Company classified as permanent equity under U.S. GAAP having a value equal to the Fair 

Market Value of the portion of the Warrant so exchanged. The Original Warrantholder shall 

calculate any Fair Market Value required to be calculated pursuant to this Section 14, which 

shall not be subject to the Appraisal Procedure. 

15. 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. 

16. 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 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 20 below and upon the Warrantholder 

at the address for the Warrantholder set forth in the registry maintained by the Company 

pursuant to Section 9 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. 

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

of the Company. 
18. 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. 

 19 . Prohibited Actions. The Company agrees that it will not take any action 

which would entitle the Warrantholder to an adjustment of the Exercise Price if the total 

number of shares of Common Stock issuable after such action upon exercise of this Warrant, 

together with all shares of Common Stock then outstanding and all shares of Common Stock 

then issuable upon the exercise of all outstanding options, warrants, conversion and other 

rights, would exceed the total number of shares of Common Stock then authorized by its 

Charter. 

20. 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 8 of Schedule A hereto, or pursuant to such other instructions as may be designated in 

writing by the party to receive such notice. 

21. 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. 

[Remainder of page intentionally left blank] 
[Form of Notice of Exercise] 

Date: 

TO: [Company] 

RE: Election to Purchase Common Stock 

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

hereby agrees to subscribe for and purchase the number of shares of the Common Stock 

set forth below covered by such Warrant. The undersigned, in accordance with Section 3 

of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of 

Common Stock in the manner set forth below. A new warrant evidencing the remaining 

shares of Common Stock covered by such Warrant, but not yet subscribed for and 

purchased, if any, should be issued in the name set forth below. 

Number of Shares of Common Stock 

Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) 

of the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with consent of 

the Company and the Warrantholder) 

Aggregate Exercise Price: 

Holder: By: 

Name: ______________________ 

Title: _______________________ 
 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 

(a) Exercise Price:1

(b) Amount equal to 15% of the Exercise Price in effect on the Issue Date: 

(c) Amount equal to 45% of the Exercise Price in effect on the Issue Date: 

Item 3 

Issue Date: 

Item 4

Amount of last dividend declared prior to the Issue Date: 

Item 5

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

Treasury: 

Item 6

Applicable section or rule:2

Item 7

Number of shares of Common Stock: 

Item 8

Company’s Address: 

Item 9

Notice Information: 

 

1

 The initial Exercise Price for the warrants, and the market price for determining the number of shares of 

common stock subject to the warrants, shall be the market price for the common stock on the date that the UST 

Office of Financial Stability’s investment committee recommends approval of the investment to the Assistant 

Secretary for Financial Stability (calculated on a 20-trading day trailing average), subject to customary antidilution adjustments. 

2 Either Section 312.03 of the NYSE Listed Company Manual or Rule 4350(i) of the NASDAQ Marketplace 

Rules, as applicable.