the Company or any Company Subsidiary that would, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect.

(n) — Employee Benefit Matters, Except as would not reasonably be expected to have,
either individually or in the aggregate, a Company Material Adverse Effect: (A) each “employee
benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee,
officer or director of the Company or any member of its “Controlled Group” (defined as any
organization which is a member of a controlled group of corporations within the meaning of
Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that is sponsored,
maintained or contributed to by the Company or any member of its Controlled Group and for
which the Company or any member of its Controlled Group would have any liability, whether
actual or contingent (each, a “P/an”) has been maintained in compliance with its terms and with
the requirements of all applicable statutes, rules and regulations, including ERISA and the Code;
(B) with respect to each Plan subject to Title 1V of ERISA (including, for purposes of this clause
(B), any plan subject to Title IV of ERISA that the Company or any member of its Controlled
Group previously maintained or contributed to in the six years prior to the Signing Date), (1) no
“reportable event” (within the meaning of Section 4043(c) of ERISA), other than a reportable
event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has
occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no
“accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412
of the Code), whether or not waived, has occurred in the three years prior to the Signing Date or
is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds
the present value of all benefits accrued under such Plan (determined based on the assumptions
used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group
has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any
liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC
in the ordinary course and without default) in respect of a Plan (including any Plan that is a
“multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (C) each Plan
that is intended to be qualified under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service with respect to its qualified status that has
not been revoked, or such a determination letter has been timely applied for but not received by
the Signing Date, and nothing has occurred, whether by action or by failure to act, which could
reasonably be expected to cause the loss, revocation or denial of such qualified status or
favorable determination letter.

(0) Taxes, Except as would not, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect, (i) the Company and the Company
Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns
required to be filed through the Signing Date, subject to permitted extensions, and have paid all
Taxes due thereon, and (ii) no Tax deficiency has been determined adversely to the Company or
any of the Company Subsidiaries, nor does the Company have any knowledge of any Tax
deficiencies. “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts,
property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or
add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty,

-10-

(09533 1-0002-10033-N 02 2690847 9


than (i) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares,
(ii) in connection with the administration of any employee benefit plan in the ordinary course of
business and consistent with past practice, (iii) the acquisition by the Company or any of the
Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial
ownership of any other persons (other than the Company or any other Company Subsidiary),
including as trustees or custodians, (iv) the exchange or conversion of Junior Stock for or into
other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock
(with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in
this clause (iv), solely to the extent required pursuant to binding contractual agreements entered
into prior to the Signing Date or any subsequent agreement for the accelerated exercise,
settlement or exchange thereof for Common Stock (clauses (ii) and (iii), collectively, the
“Permitted Repurchases”), (v) redemptions of securities held by the Company or any wholly-
owned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock
or other equity securities of any kind of any Company Subsidiary required pursuant to binding
contractual agreements entered into prior to November 17, 2008.

(d) Until such time as the Investor ceases to own any Preferred Shares or Warrant
Shares, the Company shall not repurchase any Preferred Shares or Warrant Shares from any
holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise,
other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the Preferred
Shares or Warrant Shares, as the case may be, then held by the Investor on the same terms and
conditions.

(e) During the period beginning on the tenth anniversary of the Closing and ending
on the date on which all of the Preferred Shares and Warrant Shares have been redeemed in
whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third
parties which are not Affiliates of the Investor, neither the Company nor any Company
Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any
distribution on capital stock or other equity securities of any kind of the Company or any
Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other
capital stock or other equity securities of any kind of the Company or any Company Subsidiary,
or any trust preferred securities issued by the Company or any Affiliate of the Company, other
than (A) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant
Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof
and which are permitted under the terms of the Preferred Shares and the Warrant Shares, or (C)
dividends or distributions by any wholly-owned Company Subsidiary.

(f) “Junior Stock” means Common Stock and any other class or series of stock of the
Company the terms of which expressly provide that it ranks junior to the Preferred Shares as to
dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company.
“Parity Stock” means any class or series of stock of the Company the terms of which do not
expressly provide that such class or series will rank senior or junior to the Preferred Shares as to
dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company (in
each case without regard to whether dividends accrue cumulatively or non-cumulatively).

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09533 1-0002-10033-N 022690847 9


(i) make and keep public information available, as those terms are understood
and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the
Securities Act, at all times after the Signing Date;

(ii) (A) file with the SEC, in a timely manner, all reports and other documents
required of the Company under the Exchange Act, and (B) if at any time the Company is
not required to file such reports, make available, upon the request of any Holder, such
information necessary to permit sales pursuant to Rule 144A (including the information
required by Rule 144A(d)(4) under the Securities Act);

(iii) so long as the Investor or a Holder owns any Registrable Securities,
furnish to the Investor or such Holder forthwith upon request: a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 under the
Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as the Investor or Holder
may reasonably request in availing itself of any rule or regulation of the SEC allowing it
to sell any such securities to the public without registration; and

(iv) take such further action as any Holder may reasonably request, all to the
extent required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act.

(+ As used in this Section 4.5, the following terms shall have the following
respective meanings:

(i) “Holder” means the Investor and any other holder of Registrable
Securities to whom the registration rights conferred by this Agreement have been
transferred in compliance with Section 4.5(h) hereof.

(ii) “Holders' Counsel” means one counse! for the selling Holders chosen by
Holders holding a majority interest in the Registrable Securities being registered.

(iii) “Register,” “registered,” and “registration” shall refer to a registration
effected by preparing and (A) filing a registration statement or amendment thereto in
compliance with the Securities Act and applicable rules and regulations thereunder, and
the declaration or ordering of effectiveness of such registration statement or amendment
thereto or (B) filing a prospectus and/or prospectus supplement in respect of an
appropriate effective registration statement on Form S-3.

(iv) “Registrable Securities” means (A) all Preferred Shares, (B) the Warrant
(subject to Section 4.5(q)) and (C) any equity securities issued or issuable directly or
indirectly with respect to the securities referred to in the foregoing clauses (A) or (B) by
way of conversion, exercise or exchange thereof, including the Warrant Shares, or share
dividend or share split or in connection with a combination of shares, recapitalization,
reclassification, merger, amalgamation, arrangement, consolidation or other

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(095331-0002-10033-NYO2 2690847 9


(viii) the Company shall have duly executed the Warrant in substantially the
form attached hereto as Annex E and delivered such executed Warrant to the Investor or
its designee(s).

1.3 Interpretation. When a reference is made in this Agreement to “Recitals,”
“Articles,” “Sections,” or “Annexes” such reference shall be to a Recital, Article or Section of,
or Annex to, this Securities Purchase Agreement — Standard Terms, and a reference to
“Schedules” shall be to a Schedule to the Letter Agreement, in each case, unless otherwise
indicated. The terms defined in the singular have a comparable meaning when used in the plural,
and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this
Agreement as a whole and not to any particular section or provision, unless the context requires
otherwise. The table of contents and headings contained in this Agreement are for reference
purposes only and are not part of this Agreement. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed followed by the words “without
limitation.” No rule of construction against the draftsperson shall be applied in connection with
the interpretation or enforcement of this Agreement, as this Agreement is the product of
negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars”
mean the lawful currency of the United States of America. Except as expressly stated in this
Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as
amended, modified, supplemented or replaced from time to time (and, in the case of statutes,
include any rules and regulations promulgated under the statute) and to any section of any
statute, rule or regulation include any successor to the section. References to a “business day”
shall mean 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,

Article 1
Representations and Warranties

2.1 Disclosure.

(a) Onor prior to the Signing Date, the Company delivered to the Investor a schedule
(“Disclosure Schedule”) setting forth, among other things, items the disclosure of which is
necessary or appropriate cither in response to an express disclosure requirement contained in a
provision hereof or as an exception to one or more representations or warranties contained in
Section 2.2.

(b) “Company Material Adverse Effect” means a material adverse effect on (i) the
business, results of operation or financial condition of the Company and its consolidated
subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall
not be deemed to include the effects of (A) changes after the date of the Letter Agreement (the
“Signing Date”) in general business, economic or market conditions (including changes
generally in prevailing interest rates, credit availability and liquidity, currency exchange rates
and price levels or trading volumes in the United States or foreign securities or credit markets),
or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in

4.

(09533 1-0002-10033-NY02 2690847 9


cause any covenant or agreement of the Company contained in this Agreement not to be
complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any
fact, circumstance, event, change, occurrence, condition or development of which the Company
is aware and which, individually or in the aggregate, has had or would reasonably be expected to
have a Company Material Adverse Effect; provided, however, that delivery of any notice
pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the
Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a
breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied
unless the underlying Company Material Adverse Effect or material breach would independently
result in the failure of a condition set forth in Section 1.2 to be satisfied.

3.5 Access, Information and Confidentiality.

(a) From the Signing Date until the date when the Investor holds an amount of
Preferred Shares having an aggregate liquidation value of less than 10% of the Purchase Price,
the Company will permit the Investor and its agents, consultants, contractors and advisors (x)
acting through the Appropriate Federal Banking Agency, or otherwise to the extent necessary to
evaluate, manage, or transfer its investment in the Company, to examine the corporate books and
make copies thereof and to discuss the affairs, finances and accounts of the Company and the
Company Subsidiaries with the principal officers of the Company, all upon reasonable notice and
at such reasonable times and as often as the Investor may reasonably request and (y) to review
any information material to the Investor’s investment in the Company provided by the Company
to its Appropriate Federal Banking Agency. Any investigation pursuant to this Section 3.5 shall
be conducted during normal business hours and in such manner as not to interfere unreasonably
with the conduct of the business of the Company, and nothing herein shall require the Company
or any Company Subsidiary to disclose any information to the Investor to the extent (i)
prohibited by applicable law or regulation, or (ii) that such disclosure would reasonably be
expected to cause a violation of any agreement to which the Company or any Company
Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company
Subsidiary (provided that the Company shall use commercially reasonable efforts to make
appropriate substitute disclosure arrangements under circumstances where the restrictions in this
clause (ii) apply).

(b) From the Signing Date until the date on which all of the Preferred Shares and
Warrant Shares have been redeemed in whole, the Company will deliver, or will cause to be
delivered, to the Investor:

(i) as soon as available after the end of each fiscal year of the Company, and
in any event within 90 days thereafter, a consolidated balance sheet of the Company as of
the end of such fiscal year, and consolidated statements of income, retained earnings and
cash flows of the Company for such year, in each case prepared in accordance with
GAAP and setting forth in each case in comparative form the figures for the previous
fiscal year of the Company, and which shall be audited to the extent audited financial
statements are available; and

<j4

(09533 1-0002-10033-N YO2 26908479


4.8 Executive Compensation. Until such time as the Investor ceases to own any debt
or equity securities of the Company acquired pursuant to this Agreement or the Warrant, the
Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior
Executive Officers comply in all respects with Section 111(b) of the EESA as implemented by
any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date,
and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does
not comply therewith. “Senior Executive Officers” means the Company's "senior executive
officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder,
including the rules set forth in 31 C.F.R. Part 30.

4.9 Related Party Transactions. Until such time as the Investor ceases to own any
Purchased Securities or Warrant Shares, the Company and the Company Subsidiaries shall not
enter into transactions with Affiliates or related persons (within the meaning of Item 404 under
the SEC’s Regulation S-K) unless (i) such transactions are on terms no less favorable to the
Company and the Company Subsidiaries than could be obtained from an unaffiliated third party,
and (ii) have been approved by the audit committee of the Board of Directors or comparable
body of independent directors of the Company.

4.10 Bank and Thrift Holding Company Status. If the Company is a Bank Holding
Company or a Savings and Loan Holding Company on the Signing Date, then the Company shall
maintain its status as a Bank Holding Company or Savings and Loan Holding Company, as the
case may be, for as long as the Investor owns any Purchased Securities or Warrant Shares. The
Company shall redeem all Purchased Securities and Warrant Shares held by the Investor prior to
terminating its status as a Bank Holding Company or Savings and Loan Holding Company, as
applicable. “Bank Holding Company” means a company registered as such with the Board of
Governors of the Federal Reserve System (the “Federal Reserve”) pursuant to 12 U.S.C. §1842
and the regulations of the Federal Reserve promulgated thereunder. “Savings and Loan Holding
Company” means a company registered as such with the Office of Thrift Supervision pursuant to
12 U.S.C. §1467(a) and the regulations of the Office of Thrift Supervision promulgated
thereunder,

4.11 Predominantly Financial. For as long as the Investor owns any Purchased
Securities or Warrant Shares, the Company, to the extent it is not itself an insured depository
institution, agrees to remain predominantly engaged in financial activities. A company is
predominantly engaged in financial activities if the annual gross revenues derived by the
company and all subsidiaries of the company (excluding revenues derived from subsidiary
depository institutions), on a consolidated basis, from engaging in activities that are financial in
nature or are incidental to a financial activity under subsection (k) of Section 4 of the Bank
Holding Company Act of 1956 (12 U.S.C, 1843(k)) represent at least 85 percent of the
consolidated annual gross revenues of the company.

Article V
Miscellaneous

5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

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(09533 1-0002-10033-NY02 2690847 9


EXHIBIT A
(Non-Exchange-Traded QFls, excluding S Corps
and Mutual Organizations)

SECURITIES PURCHASE AGREEMENT
STANDARD TERMS

(09533 1-0002-10033-N ¥O2.2690847 9


disposition of such securities as shall be required to effect the registered offering of their
Registrable Securities.

(h) Indemnification.

(i) The Company agrees to indemnify each Holder and, if a Holder is a
person other than an individual, such Holder’s officers, directors, employees, agents,
representatives and Affiliates, and each Person, if any, that controls a Holder within the
meaning of the Securities Act (each, an “Jndemmnitee”), against any and all losses, claims,
damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and
disbursements of attorneys and other professionals incurred in connection with
investigating, defending, settling, compromising or paying any such losses, claims,
damages, actions, liabilities, costs and expenses), joint or several, arising out of or based
upon any untrue statement or alleged untrue statement of material fact contained in any
registration statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto or any documents incorporated therein
by reference or contained in any free writing prospectus (as such term is defined in Rule
405) prepared by the Company or authorized by it in writing for use by such Holder (or
any amendment or supplement thereto); or any omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, that the Company
shall not be liable to such Indemnitee in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense arises out
of or is based upon (A) an untrue statement or omission made in such registration
statement, including any such preliminary prospectus or final prospectus contained
therein or any such amendments or supplements thereto or contained in any free writing
prospectus (as such term is defined in Rule 405) prepared by the Company or authorized
by it in writing for use by such Holder (or any amendment or supplement thereto), in
reliance upon and in conformity with information regarding such Indemnitee or its plan
of distribution or ownership interests which was furnished in writing to the Company by
such Indemnitee for use in connection with such registration statement, including any
such preliminary prospectus or final prospectus contained therein or any such
amendments or supplements thereto, or (B) offers or sales effected by or on behalf of
such Indemnitee “by means of” (as defined in Rule 159A) a “free writing prospectus” (as
defined in Rule 405) that was not authorized in writing by the Company.

(ii) If the indemnification provided for in Section 4.5(h)(i) is unavailable to an
Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or
expenses referred to therein or is insufficient to hold the Indemnitee harmless as
contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall
contribute to the amount paid or payable by such Indemnitee as a result of such losses,
claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate
to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the
other hand, in connection with the statements or omissions which resulted in such losses,
claims, damages, actions, liabilities, costs or expenses as well as any other relevant

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09533 1-0002-10033-N Y02 2690847 9


governmental fee or other like assessment or charge of any kind whatsoever, together with any
interest or penalty, imposed by any Governmental Entity.

(p) Properties and Leases. Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, the Company and the
Company Subsidiaries have good and marketable title to all real properties and all other
properties and assets owned by them, in each case free from liens, encumbrances, claims and
defects that would affect the value thereof or interfere with the use made or to be made thereof
by them. Except as would not, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased
real or personal property under valid and enforceable leases with no exceptions that would
interfere with the use made or to be made thereof by them.

(q) Environmental Liability. Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect:

(i) there is no legal, administrative, or other proceeding, claim or action of
any nature seeking to impose, or that would reasonably be expected to result in the
imposition of, on the Company or any Company Subsidiary, any liability relating to the
release of hazardous substances as defined under any local, state or federal environmental
Statute, regulation or ordinance, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, pending or, to the Company’s knowledge,
threatened against the Company or any Company Subsidiary;

(ii) to the Company’s knowledge, there is no reasonable basis for any such
proceeding, claim or action; and

(iii) neither the Company nor any Company Subsidiary is subject to any
agreement, order, judgment or decree by or with any court, Governmental Entity or third
party imposing any such environmental liability.

(r) Risk Management Instruments. Except as would not, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative
instruments, including, swaps, caps, floors and option agreements, whether entered into for the
Company’s own account, or for the account of one or more of the Company Subsidiaries or its or
their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance
with prudent practices and in all material respects with all applicable laws, rules, regulations and
regulatory policies and (iii) with counterparties believed to be financially responsible at the time;
and each of such instruments constitutes the valid and legally binding obligation of the Company
or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be
limited by the Bankruptcy Exceptions, Neither the Company or the Company Subsidiaries, nor,
to the knowledge of the Company, any other party thereto, is in breach of any of its obligations
under any such agreement or arrangement other than such breaches that would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(09533 1-0002-10033-NYO2 2690847 9


TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS
INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.

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.”

(c) In the event that any Purchased Securities or Warrant Shares (i) become registered
under the Securities Act or (ii) are eligible to be transferred without restriction in accordance
with Rule 144 or another exemption from registration under the Securities Act (other than Rule
144A), the Company shall issue new certificates or other instruments representing such
Purchased Securities or Warrant Shares, which shall not contain the applicable legends in
Sections 4.2(a) and (b) above; provided that the Investor surrenders to the Company the
previously issued certificates or other instruments.

4.3 Certain Transactions, The Company will not merge or consolidate with, or sell,
transfer or lease all or substantially all of its property or assets to, any other party unless the
successor, transferee or lessee party (or its ultimate parent entity), as the case may be (if not the
Company), expressly assumes the due and punctual performance and observance of each and
every covenant, agreement and condition of this Agreement to be performed and observed by the
Company.

4.4 Transfer of Purchased Securities and Warrant Shares: Restrictions on Exercise of
the Warrant. Subject to compliance with applicable securities laws, the Investor shall be
permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the
Purchased Securities or Warrant Shares at any time, and the Company shall take all steps as may
be reasonably requested by the Investor to facilitate the Transfer of the Purchased Securities and
the Warrant Shares; provided that the Investor shall not Transfer any Purchased Securities or
Warrant Shares if such transfer would require the Company to be subject to the periodic
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”). In furtherance of the foregoing, the Company shall provide reasonable
cooperation to facilitate any Transfers of the Purchased Securities or Warrant Shares, including,
as is reasonable under the circumstances, by furnishing such information concerning the
Company and its business as a proposed transferee may reasonably request (including such
information as is required by Section 4.5(k)) and making management of the Company

-I7-

095331-0002-10033-NY02 2690847 9


expected to have a Company Material Adverse Effect, to the Company’s knowledge, no other
person is infringing, diluting, misappropriating or violating, nor has the Company or any or the
Company Subsidiaries sent any written communications since January 1, 2006 alleging that any
person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned
by the Company and the Company Subsidiaries.

(v) Brokers and Finders. No broker, finder or investment banker is entitled to any
financial advisory, brokerage, finder's or other fee or commission in connection with this
Agreement or the Warrant or the transactions contemplated hereby or thereby based upon
arrangements made by or on behalf of the Company or any Company Subsidiary for which the
Investor could have any liability.

Article III
Covenants

3.1 | Commercially Reasonable Efforts. Subject to the terms and conditions of this
Agreement, each of the parties will use its commercially reasonable efforts in good faith to take,
or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or
desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as
promptly as practicable and otherwise to enable consummation of the transactions contemplated
hereby and shall use commercially reasonable efforts to cooperate with the other party to that
end,

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, each of
the parties hereto will bear and pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated under this Agreement and the Warrant, including
fees and expenses of its own financial or other consultants, investment bankers, accountants and
counsel.

3.3 Sufficiency of Authorized Warrant Preferred Stock: Exchange Listing.

(a) During the period from the Closing Date until the date on which the Warrant has
been fully exercised, the Company shall at all times have reserved for issuance, free of
preemptive or similar rights, a sufficient number of authorized and unissued Warrant Shares to
effectuate such exercise.

(b) If the Company lists its Common Stock on any national securities exchange, the
Company shall, if requested by the Investor, promptly use its reasonable best efforts to cause the
Preferred Shares and Warrant Shares to be approved for listing on a national securities exchange
as promptly as practicable following such request.

3.4 Certain Notifications Until Closing. From the Signing Date until the Closing, the

Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is
aware and which would reasonably be expected to cause any representation or warranty of the
Company contained in this Agreement to be untrue or inaccurate in any material respect or to

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(09533 1-0002-10033-NY02 2690847 9


equitable considerations. The relative fault of the Company, on the one hand, and of the
Indemnitee, on the other hand, shall be determined by reference to, among other factors,
whether the untrue statement of a material fact or omission to state a material fact relates
to information supplied by the Company or by the Indemnitee and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission; the Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 4.5(h)(ii) were determined by pro rata
allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in Section 4.5(h)(i). No Indemnitee guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from the Company if the Company was not guilty of such
fraudulent misrepresentation.

(i) Assignment of Registration Rights. The rights of the Investor to registration of
Registrable Securities pursuant to Section 4.5(b) may be assigned by the Investor to a transferee
or assignee of Registrable Securities with a liquidation preference or, in the case of the Warrant,
the liquidation preference of the underlying shares of Warrant Preferred Stock, no less than an
amount equal to (i) 2% of the initial aggregate liquidation preference of the Preferred Shares if
such initial aggregate liquidation preference is less than $2 billion and (ii) $200 million if the
initial aggregate liquidation preference of the Preferred Shares is equal to or greater than $2
billion; provided, however, the transferor shall, within ten days after such transfer, furnish to the
Company written notice of the name and address of such transferee or assignee and the number
and type of Registrable Securities that are being assigned.

Gj) Clear Market, With respect to any underwritten offering of Registrable Securities
by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect
(other than pursuant to such registration or pursuant to a Special Registration) any public sale or
distribution, or to file any Shelf Registration Statement (other than such registration or a Special
Registration) covering any preferred stock of the Company or any securities convertible into or
exchangeable or exercisable for preferred stock of the Company, during the period not to exceed
ten days prior and 60 days following the effective date of such offering or such longer period up
to 90 days as may be requested by the managing underwriter for such underwritten offering. The
Company also agrees to cause such of its directors and senior executive officers to execute and
deliver customary lock-up agreements in such form and for such time period up to 90 days as
may be requested by the managing underwriter. “Special Registration” means the registration of
(A) equity securities and/or options or other rights in respect thereof solely registered on Form S-
4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights
in respect thereof to be offered to directors, members of management, employees, consultants,
customers, lenders or vendors of the Company or Company Subsidiaries or in connection with
dividend reinvestment plans.

(k) Rule 144: Rule 144A. With a view to making available to the Investor and
Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the

Registrable Securities to the public without registration, the Company agrees to use its
reasonable best efforts to:

-26-

09533 1-0002-10033-NY02 2690847 9


has occurred that, individually or in the aggregate, has had or would reasonably be expected to
have a Company Material Adverse Effect.

(h) | Company Financial Statements. The Company has Previously Disclosed each of
the consolidated financial statements of the Company and its consolidated subsidiaries for each
of the last three completed fiscal years of the Company (which shall be audited to the extent
audited financial statements are available prior to the Signing Date) and each completed
quarterly period since the last completed fiscal year (collectively the “Company Financial
Statements”). The Company Financial Statements present fairly in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries as of the dates
indicated therein and the consolidated results of their operations for the periods specified therein;
and except as stated therein, such financial statements (A) were prepared in conformity with
GAAP applied on a consistent basis (except as may be noted therein) and (B) have been prepared
from, and are in accordance with, the books and records of the Company and the Company
Subsidiaries.

(i) Reports.

(i) Since December 31, 2006, the Company and each Company Subsidiary
has filed all reports, registrations, documents, filings, statements and submissions,
together with any amendments thereto, that it was required to file with any Governmental
Entity (the foregoing, collectively, the “Company Reports”) and has paid all fees and
assessments due and payable in connection therewith, except, in each case, as would not,
individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect. As of their respective dates of filing, the Company Reports complied in
all material respects with all statutes and applicable rules and regulations of the
applicable Governmental Entities.

(ii) The records, systems, controls, data and information of the Company and
the Company Subsidiaries are recorded, stored, maintained and operated under means
(including any electronic, mechanical or photographic process, whether computerized or
not) that are under the exclusive ownership and direct control of the Company or the
Company Subsidiaries or their accountants (including all means of access thereto and
therefrom), except for any non-exclusive ownership and non-direct control that would not
reasonably be expected to have a material adverse effect on the system of internal
accounting controls described below in this Section 2.2(i)(ii). The Company (A) has
implemented and maintains adequate disclosure controls and procedures to ensure that
material information relating to the Company, including the consolidated Company
Subsidiaries, is made known to the chief executive officer and the chief financial officer
of the Company by others within those entities, and (B) has disclosed, based on its most
recent evaluation prior to the Signing Date, to the Company’s outside auditors and the
audit committee of the Board of Directors (x) any significant deficiencies and material
weaknesses in the design or operation of internal controls that are reasonably likely to
adversely affect the Company’s ability to record, process, summarize and report financial
information and (y) any fraud, whether or not material, that involves management or

-8-

(09533 1-0002-10033-NYO2 2690847 9


Location of

Term Definition
Pending Underwritten Offering 4,5(m)
Permitted Repurchases 4.7(c)
Piggyback Registration 4,5(b)(iv)
Plan 2.2(n)
Preferred Shares Recitals
Preferred Stock Recitals
Previously Disclosed 2.1(c)
Proprietary Rights 2.2(u)
Purchase Recitals
Purchase Price Ud!
Purchased Securities Recitals
register; registered; registration 4.5(I(ii)
Registrable Securities 4.5(I)(iv)
Registration Expenses 4.5(I)(v)
Regulatory Agreement 2.2(s)
Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 4.5(I)(vi)
Savings and Loan Holding Company 4.10
Schedules Recitals
SEC 2.2(k)
Securities Act 2.2(a)
Selling Expenses 4,5()(vii)
Senior Executive Officers 48
Shelf Registration Statement 4,5(b)(ii)
Signing Date 2.1(b)
Special Registration 4.5()
subsidiary 5.7(a)
Tax; Taxes 2.2(0)
Transfer 4.4
Warrant Recitals
Warrant Preferred Stock Recitals

Warrant Shares

ve

(095331-0002-10033-NY02, 2690847 9

2.2(d)


such other actions reasonably requested by the Holders of a majority of the Registrable
Securities being sold in connection therewith or by the managing underwriter(s), if any,
to expedite or facilitate the underwritten disposition of such Registrable Securities, and in
connection therewith in any underwritten offering (including making members of
management and executives of the Company available to participate in “road shows”,
similar sales events and other marketing activities), (A) make such representations and
warranties to the Holders that are selling stockholders and the managing underwriter(s), if
any, with respect to the business of the Company and its subsidiaries, and the Shelf
Registration Statement, prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, in customary form, substance and scope,
and, if true, confirm the same if and when requested, (B) use its reasonable best efforts to
furnish the underwriters with opinions of counsel to the Company, addressed to the
managing underwriter(s), if any, covering the matters customarily covered in such
opinions requested in underwritten offerings, (C) use its reasonable best efforts to obtain
“cold comfort” letters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any business
acquired by the Company for which financial statements and financial data are included
in the Shelf Registration Statement) who have certified the financial statements included
in such Shelf Registration Statement, addressed to each of the managing underwriter(s), if
any, such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters, (D) if an underwriting agreement is entered into, the
same shall contain indemnification provisions and procedures customary in underwritten
offerings (provided that the Investor shall not be obligated to provide any indemnity), and
(E) deliver such documents and certificates as may be reasonably requested by the
Holders of a majority of the Registrable Securities being sold in connection therewith,
their counsel and the managing underwriter(s), if any, to evidence the continued validity
of the representations and warranties made pursuant to clause (i) above and to evidence
compliance with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.

(xi) Make available for inspection by a representative of Holders that are
selling stockholders, the managing underwriter(s), if any, and any attorneys or
accountants retained by such Holders or managing underwriter(s), at the offices where
normally kept, during reasonable business hours, financial and other records, pertinent
corporate documents and properties of the Company, and cause the officers, directors and
employees of the Company to supply all information in each case reasonably requested
(and of the type customarily provided in connection with due diligence conducted in
connection with a registered public offering of securities) by any such representative,
managing underwriter(s), attorney or accountant in connection with such Shelf
Registration Statement.

(xii) Use reasonable best efforts to cause all such Registrable Securities to be
listed on each national securities exchange on which similar securities issued by the
Company are then listed or, if no similar securities issued by the Company are then listed
on any national securities exchange, use its reasonable best efforts to cause all such

-23-

(09533 1-0002-10033-NY02 2690847 9


the underwriter or underwriters selected for such underwriting by the Company; provided
that the Investor (as opposed to other Holders) shall not be required to indemnify any
person in connection with any registration. If any participating person disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by written notice
to the Company, the managing underwriters and the Investor (if the Investor is
participating in the underwriting).

(vi) If either (x) the Company grants “piggyback” registration rights to one or
more third parties to include their securities in an underwritten offering under the Shelf
Registration Statement pursuant to Section 4.5(b)(ii) or (y) a Piggyback Registration
under Section 4.5(b)(iv) relates to an underwritten offering on behalf of the Company,
and in either case the managing underwriters advise the Company that in their reasonable
opinion the number of securities requested to be included in such offering exceeds the
number which can be sold without adversely affecting the marketability of such offering
(including an adverse effect on the per share offering price), the Company will include in
such offering only such number of securities that in the reasonable opinion of such
managing underwriters can be sold without adversely affecting the marketability of the
offering (including an adverse effect on the per share offering price), which securities
will be so included in the following order of priority: (A) first, in the case of a Piggyback
Registration under Section 4.5(b)(iv), the securities the Company proposes to sell, (B)
then the Registrable Securities of the Investor and all other Holders who have requested
inclusion of Registrable Securities pursuant to Section 4.5(b)(ii) or Section 4.5(b)(iv), as
applicable, pro rata on the basis of the aggregate number of such securities or shares
owned by each such person and (C) lastly, any other securities of the Company that have
been requested to be so included, subject to the terms of this Agreement; provided,
however, that if the Company has, prior to the Signing Date, entered into an agreement
with respect to its securities that is inconsistent with the order of priority contemplated
hereby then it shall apply the order of priority in such conflicting agreement to the extent
that it would otherwise result in a breach under such agreement.

(c) Expenses of Registration. All Registration Expenses incurred in connection with
any registration, qualification or compliance hereunder shall be borne by the Company. All
Selling Expenses incurred in connection with any registrations hereunder shall be borne by the
holders of the securities so registered pro rata on the basis of the aggregate offering or sale price
of the securities so registered.

(d) Obligations of the Company. Whenever required to effect the registration of any
Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an
effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably
practicable:

(i) Prepare and file with the SEC a prospectus supplement or post-effective
amendment with respect to a proposed offering of Registrable Securities pursuant to an
effective registration statement, subject to Section 4.5(d), keep such registration

-20-

(095331-0002-10033-NY02 2690847 9


Article V
Miscellaneous

5.1 Termination........... ee
5.2. Survival of Representations and Warranties.
5.3. Amendment...
5.4 Waiver of Conditions...
5.5 Governing Law: Submission to Jurisdiction, Et
5.6 Notices...
5.7 Definition:
5.8 Assignment
5.9 Severability
5.10 No Third Party Beneficiarie:

(09533 1-0002-10033-NY02 2690847 9


TABLE OF CONTENTS
Page

Article I

Purchase; Closing

wee

Article I

Representations and Warranties

2.1 Disclosure ..
2.2 Representations and ‘Warcanties ‘of the Company

Article [I
Covenants

3.1 Commercially Reasonable Efforts .
3.2 Expenses .......0..
3.3 Sufficiency of Authorized Warrant Preferred Stock; Exchange Listing
3.4 Certain Notifications Until Closing
3.5 Access, Information and Confidentiality...

Article IV
Additional Agreements

4.1 Purchase for Investmen
4.2 Legends
4.3 Certain Transactions .
44 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise

Of the Warrant ........secsssesssessssesssseccssecssnecssaseessseesnneess

4.7 Restriction on Dividends and Repurchase:
4.8 Executive Compensation ..
4.9 Related Party Transaction:
4.10 Bank and Thrift Holding alae Status.
4.11 | Predominantly Financial... woe

(09533 1-0002-10033-NY02 2690847 9


other employees who have a significant role in the Company’s internal controls over
financial reporting.

G) No Undisclosed Li: ies. Neither the Company nor any of the Company
Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or
otherwise) which are not properly reflected or reserved against in the Company Financial
Statements to the extent required to be so reflected or reserved against in accordance with
GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and
usual course of business and consistent with past practice and (B) liabilities that, individually or
in the aggregate, have not had and would not reasonably be expected to have a Company
Material Adverse Effect.

(k) Offering of Securities. Neither the Company nor any person acting on its behalf
has taken any action (including any offering of any securities of the Company under
circumstances which would require the integration of such offering with the offering of any of
the Purchased Securities under the Securities Act, and the rules and regulations of the Securities
and Exchange Commission (the “SEC”) promulgated thereunder), which might subject the
offering, issuance or sale of any of the Purchased Securities to Investor pursuant to this
Agreement to the registration requirements of the Securities Act.

() gation and Other Proceedings. Except (i) as set forth on Schedule C or (ii) as
would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect, there is no (A) pending or, to the knowledge of the Company, threatened, claim,
action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to
which any of their assets are subject nor is the Company or any Company Subsidiary subject to
any order, judgment or decree or (B) unresolved violation, criticism or exception by any
Governmental Entity with respect to any report or relating to any examinations or inspections of
the Company or any Company Subsidiaries.

(m) Compliance with Laws. Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, the Company and the
Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals
of, and have made all filings, applications and registrations with, Governmental Entities that are
required in order to permit them to own or lease their properties and assets and to carry on their
business as presently conducted and that are material to the business of the Company or such
Company Subsidiary. Except as set forth on Schedule D, the Company and the Company
Subsidiaries have complied in all respects and are not in default or violation of, and none of them
is, to the knowledge of the Company, under investigation with respect to or, to the knowledge of
the Company, have been threatened to be charged with or given notice of any violation of, any
applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule,
regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any
Governmental Entity, other than such noncompliance, defaults or violations that would not,
individually or in the aggregate, reasonably be expected to have a Company Material Adverse
Effect. Except for statutory or regulatory restrictions of general application or as set forth on
Schedule D, no Governmental Entity has placed any restriction on the business or properties of

9.

(09533 1-0002-10033-NY02 2690847 9


INDEX OF DEFINED TERMS

Location of
Term Definition
Affiliate 5.7(b)
Agreement Recitals
Appropriate Federal Banking Agency 2.2(s)
Bank Holding Company 4.10
Bankruptcy Exceptions 2.2(d)
Benefit Plans 1.2(d)(iv)
Board of Directors 2.2(f)
Business Combination 5.8
business day 1.3
Capitalization Date 2.2(b)
Certificates of Designations 1.2(d)(iii)
Charter 1.2(d)(iii)
Closing 1.2(a)
Closing Date 1.2(a)
Code 2.2(n)
Common Stock 2.2(b)
Company Recitals
Company Financial Statements 2.2(h)
Company Material Adverse Effect 2.1(b)
Company Reports 2.2(i)(i)
Company Subsidiary; Company Subsidiaries 2.2(e)(ii)
control; controlled by; under common control with 5.7(b)
Controlled Group 2.2(n)
CPP Recitals
Disclosure Schedule 2.1 (a)
EESA 1.2(d)(iv)
ERISA 2.2(n)
Exchange Act 4.4
Federal Reserve 4.10
GAAP 2.1(b)
Governmental Entities 1.2(c)
Holder 4.5(I)(i)
Holders’ Counsel 4.5(I)(ii)
Indemnitce 4,5(h)(i)
Information 3.5(c)
Investor Recitals
Junior Stock 4.7(f)
knowledge of the Company; Company’s knowledge 5.7(c)
Letter Agreement Recitals
officers 5.7(c)
Parity Stock 4.7(f}

(09533 1-0002-10033.N YO? 2690847 9


(ii) as soon as available after the end of the first, second and third quarterly
periods in each fiscal year of the Company, a copy of any quarterly reports provided to
other stockholders of the Company or Company management.

(c) The Investor will use reasonable best efforts to hold, and will use reasonable best
efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non-
public records, books, contracts, instruments, computer data and other data and information
(collectively, “Jnformation”) concerning the Company furnished or made available to it by the
Company or its representatives pursuant to this Agreement (except to the extent that such
information can be shown to have been (i) previously known by such party on a non-confidential
basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from
other sources by the party to which it was furnished (and without violation of any other
confidentiality obligation)); provided that nothing herein shall prevent the Investor from
disclosing any Information to the extent required by applicable laws or regulations or by any
subpoena or similar legal process.

(d) The Investor’s information rights pursuant to Section 3.5(b) may be assigned by
the Investor to a transferee or assignee of the Purchased Securities or the Warrant Shares or with
a liquidation preference or, in the case of the Warrant, the liquidation preference of the
underlying shares of Warrant Preferred Stock, no less than an amount equal to 2% of the initial
aggregate liquidation preference of the Preferred Shares.

Article 1V
Additional Agreements

4.1 Purchase for Investment. The Investor acknowledges that the Purchased Securities
and the Warrant Shares have not been registered under the Securities Act or under any state
securities laws. The Investor (a) is acquiring the Purchased Securities pursuant to an exemption
from registration under the Securities Act solely for investment with no present intention to
distribute them to any person in violation of the Securities Act or any applicable U.S. state
securities laws, (b) will not sell or otherwise dispose of any of the Purchased Securities or the
Warrant Shares, except in compliance with the registration requirements or exemption provisions
of the Securities Act and any applicable U.S. state securities laws, and (c) has such knowledge
and experience in financial and business matters and in investments of this type that it is capable
of evaluating the merits and risks of the Purchase and of making an informed investment
decision.

4.2 Legends.

(a) __ The Investor agrees that all certificates or other instruments representing the
Warrant will bear a legend substantially to the following effect:

“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

-15-

(09533 1-0002- 10033-NYO2 2690847 9


US) Wo. SSH

UNITED STATES DEPARTMENT OF THE TREASURY
1500 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20220

Dear Ladies and Gentlemen:

The company set forth on the signature page hereto (the "Company") intends to issue in a
private placement the number of shares of a series of its preferred stock set forth on Schedule A
hereto (the "Preferred Shares") and a warrant to purchase the number of shares of a series of its
preferred stock set forth on Schedule A hereto (the "Warrant" and, together with the Preferred
Shares, the "Purchased Securities") and the United States Department of the Treasury (the
"Investor") intends to purchase from the Company the Purchased Securities.

The purpose of this letter agreement is to confirm the terms and conditions of the
purchase by the Investor of the Purchased Securities. Except to the extent supplemented or
superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in
the Securities Purchase Agreement - Standard Terms attached hereto as Exhibit A (the
"Securities Purchase Agreement") are incorporated by reference herein. Terms that are defined
in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event
of any inconsistency between this letter agreement and the Securities Purchase Agreement, the
terms of this letter agreement shall govern.

Each of the Company and the Investor hereby confirms its agreement with the other party
with respect to the issuance by the Company of the Purchased Securities and the purchase by the
Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase
Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto), the Securities Purchase
Agreement (including the Annexes thereto), the Disclosure Schedules and the Warrant constitute
the entire agreement, and supersede all other prior agreements, understandings, representations
and warranties, both written and oral, between the parties, with respect to the subject matter
hereof. This letter agreement constitutes the "Letter Agreement" referred to in the Securities
Purchase Agreement.

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 as sufficient as if actual signature
pages had been delivered.

a

Form of Letter Agreement


1.2 Closing.

(a) On the terms and subject to the conditions set forth in this Agreement, the closing
of the Purchase (the “C/osing”) will take place at the location specified in Schedule A, at the
time and on the date set forth in Schedule A or as soon as practicable thereafter, or at such other
place, time and date as shall be agreed between the Company and the Investor. The time and date
on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section
1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case
as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends
as hereinafter provided for, in exchange for payment in full of the Purchase Price by wire
transfer of immediately available United States funds to a bank account designated by the
Company on Schedule A.

(c) The respective obligations of each of the Investor and the Company to
consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the
Company, as applicable) prior to the Closing of the conditions that (i) any approvals or
authorizations of all United States and other governmental, regulatory or judicial authorities
(collectively, “Governmental Entities”) required for the consummation of the Purchase shall
have been obtained or made in form and substance reasonably satisfactory to each party and shall
be in full force and effect and all waiting periods required by United States and other applicable
law, if any, shall have expired and (ii) no provision of any applicable United States or other law
and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the
purchase and sale of the Purchased Securities as contemplated by this Agreement.

(d) The obligation of the Investor to consummate the Purchase is also subject to the
fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following
conditions:

(i) (A) the representations and warranties of the Company set forth in (x)
Section 2.2(g) of this Agreement shall be true and correct in all respects as though made
on and as of the Closing Date, (y) Sections 2.2(a) through (f) shall be true and correct in
all material respects as though made on and as of the Closing Date (other than
representations and warranties that by their terms speak as of another date, which
representations and warranties shall be true and correct in all material respects as of such
other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or
limitations set forth in such representations and warranties as to “materiality”, “Company
Material Adverse Effect” and words of similar import) shall be true and correct as though
made on and as of the Closing Date (other than representations and warranties that by
their terms speak as of another date, which representations and warranties shall be true
and correct as of such other date), except to the extent that the failure of such
representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and
correct, individually or in the aggregate, does not have and would not reasonably be
expected to have a Company Material Adverse Effect and (B) the Company shall have

2-

(09533 1-0002-10033-NY02 2690847 9


SECURITIES PURCHASE AGREEMENT - STANDARD TERMS
Recitals:

WHEREAS, the United States Department of the Treasury (the “/nvestor”) may from
time to time agree to purchase shares of preferred stock and warrants from eligible financial
institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase
Program (“CPP”);

WHEREAS, an eligible financial institution electing to participate in the CPP and issue
securities to the Investor (referred to herein as the “Company”) shall enter into a letter agreement
(the “Letter Agreement”) with the Investor which incorporates this Securities Purchase
Agreement — Standard Terms;

WHEREAS, the Company agrees to expand the flow of credit to U.S. consumers and
businesses on competitive terms to promote the sustained growth and vitality of the U.S.
economy;

WHEREAS, the Company agrees to work diligently, under existing programs, to modify
the terms of residential mortgages as appropriate to strengthen the health of the U.S. housing
market;

WHEREAS, the Company intends to issue in a private placement the number of shares of
the series of its Preferred Stock (“Preferred Stock’) set forth on Schedule A to the Letter
Agreement (the “Preferred Shares’) and a warrant to purchase the number of shares of the series
of its Preferred Stock (“Warrant Preferred Stock’) set forth on Schedule A to the Letter
Agreement (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”)
and the Investor intends to purchase (the “Purchase”) from the Company the Purchased
Securities; and

WHEREAS, the Purchase will be governed by this Securities Purchase Agreement —
Standard Terms and the Letter Agreement, including the schedules thereto (the “Schedules”),
specifying additional terms of the Purchase. This Securities Purchase Agreement — Standard
Terms (including the Annexes hereto) and the Letter Agreement (including the Schedules
thereto) are together referred to as this “Agreement”. All references in this Securities Purchase
Agreement — Standard Terms to “Schedules” are to the Schedules attached to the Letter
Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations,
warranties, covenants and agreements set forth herein, the parties agree as follows:

Article |
Purchase; Closing

Ll Purchase. On the terms and subject to the conditions set forth in this Agreement,
the Company agrees to sell to the Investor, and the Investor agrees to purchase from the
Company, at the Closing (as hereinafter defined), the Purchased Securities for the price set forth
on Schedule A (the “Purchase Price”).

(09533 1-0002-10033-NY02 2690847 9


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 parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the
United States District Court for the District of Columbia and the United States Court of
Federal Claims for any and all civil actions, suits or proceedings arising out of or relating
to this Agreement or the Warrant or the transactions contemplated hereby or thereby, and
(b) that notice may be served upon (i) the Company at the address and in the manner set
forth for notices to the Company in Section 5.6 and (ii) the Investor in accordance with
federal law. To the extent permitted by applicable law, each of the partics hereto hereby
unconditionally waives trial by jury in any civil legal action or proceeding relating to this
Agreement or the Warrant or the transactions contemplated hereby or thereby.

5.6 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 to the Company shall be delivered as set forth in Schedule A, or
pursuant to such other instruction as may be designated in writing by the Company to the
Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the Investor to the Company.

If to the Investor:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C, 20220

Attention: Assistant General Counsel (Banking and Finance)
Facsimile:

5.7 Definitions

(a) When a reference is made in this Agreement to a subsidiary of a person, the term
“subsidiary” means any corporation, partnership, joint venture, limited liability company or other
entity (x) of which such person or a subsidiary of such person is a general partner or (y) of which
a majority of the voting securities or other voting interests, or a majority of the securities or other
interests of which having by their terms ordinary voting power to elect a majority of the board of
directors or persons performing similar functions with respect to such entity, is directly or
indirectly owned by such person and/or one or more subsidiaries thereof.

(b) The term “Affiliate” means, with respect to any person, any person directly or
indirectly controlling, controlled by or under common control with, such other person. For
purposes of this definition, “contro?” (including, with correlative meanings, the terms “controlled
by” and “under common control with”) when used with respect to any person, means the
possession, directly or indirectly, of the power to cause the direction of management and/or

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(C) of the issuance by the SEC of any stop order suspending the
effectiveness of any registration statement or the initiation of any proceedings for
that purpose;

(D) _ of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the applicable
Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose;

({E) of the happening of any event that requires the Company to make
changes in any effective registration statement or the prospectus related to the
registration statement in order to make the statements therein not misleading
(which notice shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made); and

(F) __ ifat any time the representations and warranties of the Company
contained in any underwriting agreement contemplated by Section 4.5(d)(x) cease
to be true and correct.

(vii) _ Use its reasonable best efforts to prevent the issuance or obtain the
withdrawal of any order suspending the effectiveness of any registration statement
referred to in Section 4.5(d)(vi)(C) at the earliest practicable time.

(viii) Upon the occurrence of any event contemplated by Section 4.5(d)(v) or
4.5(d)(vi)(E), promptly prepare a post-effective amendment to such registration statement
or a supplement to the related prospectus or file any other required document so that, as
thereafter delivered to the Holders and any underwriters, the prospectus will not contain
an untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading. If the Company notifies the Holders in accordance with Section 4.5(d)(vi)(E)
to suspend the use of the prospectus until the requisite changes to the prospectus have
been made, then the Holders and any underwriters shall suspend use of such prospectus
and use their reasonable best efforts to return to the Company all copies of such
prospectus (at the Company's expense) other than permanent file copies then in such
Holders’ or underwriters’ possession. The total number of days that any such suspension
may be in effect in any 12-month period shall not exceed 90 days.

(ix) _ Use reasonable best efforts to procure the cooperation of the Company’s
transfer agent in settling any offering or sale of Registrable Securities, including with
respect to the transfer of physical stock certificates into book-entry form in accordance
with any procedures reasonably requested by the Holders or any managing
underwriter(s).

(x) Ifan underwritten offering is requested pursuant to Section 4.5(b)(ii),
enter into an underwriting agreement in customary form, scope and substance and take all

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09533 1-0002-10033-NY02 2690847 9


statement effective and keep such prospectus supplement current until the securities
described therein are no longer Registrable Securities.

(ii) Prepare and file with the SEC such amendments and supplements to the
applicable registration statement and the prospectus or prospectus supplement used in
connection with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all securities covered by
such registration statement.

(iii) Furnish to the Holders and any underwriters such number of copies of the
applicable registration statement and each such amendment and supplement thereto
(including in each case all exhibits) and of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned or to be distributed by them.

(iv) Use its reasonable best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders or any managing
underwriter(s), to keep such registration or qualification in effect for so long as such
registration statement remains in effect, and to take any other action which may be
reasonably necessary to enable such seller to consummate the disposition in such
jurisdictions of the securities owned by such Holder; provided that the Company shall not
be required in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or jurisdictions.

(v) Notify each Holder of Registrable Securities at any time when a
prospectus relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the applicable prospectus, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing.

(vi) Give written notice to the Holders:

(A) when any registration statement filed pursuant to Section 4.5(a) or
any amendment thereto has been filed with the SEC (except for any amendment
effected by the filing of a document with the SEC pursuant to the Exchange Act)
and when such registration statement or any post-effective amendment thereto has
become effective;

(B) of any request by the SEC for amendments or supplements to any
registration statement or the prospectus included therein or for additional
information;

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09533 1-0002-10033-NY02 2690847 9


LIST OF ANNEXES

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B: FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT
PREFERRED STOCK

ANNEX C: FORM OF WAIVER
ANNEX D: FORM OF OPINION
ANNEX E: FORM OF WARRANT ’

09531-0002. 10033-NYO2 2690847 9


(s) Agreements with Regulatory Agencies. Except as set forth on Schedule E, neither
the Company nor any Company Subsidiary is subject to any material cease-and-desist or other
similar order or enforcement action issued by, or is a party to any material written agreement,
consent agreement or memorandum of understanding with, or is a party to any commitment letter
or similar undertaking to, or is subject to any capital directive by, or since December 31, 2006,
has adopted any board resolutions at the request of, any Governmental Entity (other than the
Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company
Subsidiaries) that currently restricts in any material respect the conduct of its business or that in
any material manner relates to its capital adequacy, its liquidity and funding policies and
practices, its ability to pay dividends, its credit, risk management or compliance policies or
procedures, its internal controls, its management or its operations or business (each item in this
sentence, a “Regulatory Agreement”), nor has the Company or any Company Subsidiary been
advised since December 31, 2006 by any such Governmental Entity that it is considering issuing,
initiating, ordering, or requesting any such Regulatory Agreement. The Company and each
Company Subsidiary are in compliance in all material respects with each Regulatory Agreement
to which it is party or subject, and neither the Company nor any Company Subsidiary has
received any notice from any Governmental Entity indicating that either the Company or any
Company Subsidiary is not in compliance in all material respects with any such Regulatory
Agreement. "Appropriate Federal Banking Agency" means the “appropriate Federal banking
agency” with respect to the Company or such Company Subsidiaries, as applicable, as defined in
Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)).

()) Insurance. The Company and the Company Subsidiaries are insured with
reputable insurers against such risks and in such amounts as the management of the Company
reasonably has determined to be prudent and consistent with industry practice. The Company
and the Company Subsidiaries are in material compliance with their insurance policies and are
not in default under any of the material terms thereof, each such policy is outstanding and in full
force and effect, all premiums and other payments due under any material policy have been paid,
and all claims thereunder have been filed in due and timely fashion, except, in each case, as
would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect.

(u) Intellectual Property. Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each
Company Subsidiary owns or otherwise has the right to use, all intellectual property rights,
including all trademarks, trade dress, trade names, service marks, domain names, patents,
inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in
the conduct of their existing businesses and all rights relating to the plans, design and
specifications of any of its branch facilities (“Proprietary Rights”) free and clear of all liens and
any claims of ownership by current or former employees, contractors, designers or others and (ii)
neither the Company nor any of the Company Subsidiaries is materially infringing, diluting,
misappropriating or violating, nor has the Company or any or the Company Subsidiaries received
any written (or, to the knowledge of the Company, oral) communications alleging that any of
them has materially infringed, diluted, misappropriated or violated, any of the Proprietary Rights
owned by any other person. Except as would not, individually or in the aggregate, reasonably be

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09533 1-0002-10033-NY02 2690847 9


enforceable under applicable law shall be entitled to compel specific performance of the
obligations of the Company under this Section 4.5 in accordance with the terms and conditions
of this Section 4.5.

(0) No Inconsistent Agreements. The Company shall not, on or after the Signing
Date, enter into any agreement with respect to its securities that may impair the rights granted to
the Investor and the Holders under this Section 4.5 or that otherwise conflicts with the provisions
hereof in any manner that may impair the rights granted to the Investor and the Holders under
this Section 4.5, In the event the Company has, prior to the Signing Date, entered into any
agreement with respect to its securities that is inconsistent with the rights granted to the Investor
and the Holders under this Section 4.5 (including agreements that are inconsistent with the order
of priority contemplated by Section 4.5(b)(vi)) or that may otherwise conflict with the provisions
hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure
they are consistent with the provisions of this Section 4.5.

(p) Certain Offerings by the Investor, In the case of any securities held by the
Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of

“Registrable Securities,” the provisions of Sections 4.5(b)(ii), clauses (iv), (ix) and (x)-(xii) of
Section 4.5(d), Section 4.5(h) and Section 4.5(j) shall continue to apply until such securities
otherwise cease to be Registrable Securities. In any such case, an “underwritten” offering or
other disposition shall include any distribution of such securities on behalf of the Investor by one
or more broker-dealers, an “underwriting agreement” shall include any purchase agreement
entered into by such broker-dealers, and any “registration statement” or “prospectus” shall
include any offering document approved by the Company and used in connection with such
distribution.

(q) Registered Sales of the Warrant. The Holders agree to sell the Warrant or any
portion thereof under the Shelf Registration Statement only beginning 30 days after notifying the
Company of any such sale, during which 30-day period the Investor and all Holders of the
Warrant shall take reasonable steps to agree to revisions to the Warrant to permit a public
distribution of the Warrant, including entering into a warrant agreement and appointing a warrant
agent.

4.6 Depositary Shares. Upon request by the Investor at any time following the
Closing Date, the Company shall promptly enter into a depositary arrangement, pursuant to
customary agreements reasonably satisfactory to the Investor and with a depositary reasonably
acceptable to the Investor, pursuant to which the Preferred Shares or the Warrant Shares may be
deposited and depositary shares, each representing a fraction of a Preferred Share or Warrant
Share, as applicable, as specified by the Investor, may be issued. From and after the execution of
any such depositary arrangement, and the deposit of any Preferred Shares or Warrant Shares, as
applicable, pursuant thereto, the depositary shares issued pursuant thereto shall be deemed
“Preferred Shares”, “Warrant Shares” and, as applicable, “Registrable Securities” for purposes of
this Agreement.

4.7 Restriction on Dividends and Repurchases.
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(09533 1-0002-10033-N YO2 2690847 9


(a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date
on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the
Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are
not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without
the consent of the Investor, declare or pay any dividend or make any distribution on capital stock
or other equity securities of any kind of the Company or any Company Subsidiary (other than (i)
regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend
per share declared or, if lower, announced to its holders of Common Stock an intention to
declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock
dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely
in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance
with the terms thereof and which are permitted under the terms of the Preferred Shares and the
Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v)
dividends or distributions by any Company Subsidiary required pursuant to binding contractual
agreements entered into prior to November 17, 2008).

(b) During the period beginning on the third anniversary of the Closing Date and
ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all
of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has
transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates
of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of
the Investor, (A) pay any per share dividend or distribution on capital stock or other equity
securities of any kind of the Company at a per annum rate that is in excess of 103% of the
aggregate per share dividends and distributions for the immediately prior fiscal year (other than
regular dividends on shares of preferred stock in accordance with the terms thereof and which
are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no
increase in the aggregate amount of dividends or distributions on Common Stock shall be
permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock
split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or
other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the
aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the
case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the
terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant
Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends
or distributions by any Company Subsidiary required pursuant to binding contractual agreements
entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares
of capital stock for cash or other property.

(c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date
on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the
Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are
not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without
the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other
capital stock or other equity securities of any kind of the Company or any Company Subsidiary,
or any trust preferred securities issued by the Company or any Affiliate of the Company, other

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(09533 1-0002-10033-NY02 2690847 9


reasonably available to respond to questions of a proposed transferee in accordance with
customary practice, subject in all cases to the proposed transferee agreeing to a customary
confidentiality agreement.

4.5 Registration Rights.

(a) Unless and until the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall have no obligation to comply with
the provisions of this Section 4.5 (other than Section 4.5(b)(iv)-(vi)); provided that the Company
covenants and agrees that it shall comply with this Section 4.5 as soon as practicable after the
date that it becomes subject to such reporting requirements.

(b) —_ Registration.

{i) Subject to the terms and conditions of this Agreement, the Company
covenants and agrees that as promptly as practicable after the date that the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
(and in any event no later than 30 days thereafter), the Company shall prepare and file
with the SEC a Shelf Registration Statement covering all Registrable Securities (or
otherwise designate an existing Shelf Registration Statement filed with the SEC to cover
the Registrable Securities), and, to the extent the Shelf Registration Statement has not
theretofore been declared effective or is not automatically effective upon such filing, the
Company shall use reasonable best efforts to cause such Shelf Registration Statement to
be declared or become effective and to keep such Shelf Registration Statement
continuously effective and in compliance with the Securities Act and usable for resale of
such Registrable Securities for a period from the date of its initial effectiveness until such
time as there are no Registrable Securities remaining (including by refiling such Shelf
Registration Statement (or a new Shelf Registration Statement) if the initial Shelf
Registration Statement expires). Notwithstanding the foregoing, if the Company is not
eligible to file a registration statement on Form S-3, then the Company shall not be
obligated to file a Shelf Registration Statement unless and until requested to do so in
writing by the Investor.

(ii) Any registration pursuant to Section 4.5(b)(i) shall be effected by means
ofa shelf registration on an appropriate form under Rule 415 under the Securities Act (a
“Shelf Registration Statement”). If the Investor or any other Holder intends to distribute
any Registrable Securities by means of an underwritten offering it shall promptly so
advise the Company and the Company shall take all reasonable steps to facilitate such
distribution, including the actions required pursuant to Section 4.5(d); provided that the
Company shall not be required to facilitate an underwritten offering of Registrable
Securities unless the expected gross proceeds from such offering exceed (i) 2% of the
initial aggregate liquidation preference of the Preferred Shares if such initial aggregate
liquidation preference is less than $2 billion and (ii) $200 million if the initial aggregate
liquidation preference of the Preferred Shares is equal to or greater than $2 billion. The
lead underwriters in any such distribution shall be selected by the Holders of a majority

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(095331-0002-10033-NY02 2690847 9


EXHIBIT A
SECURITIES PURCHASE AGREEMENT

Form of Letter Agreement


policies of such person, whether through the ownership of voting securities by contract or
otherwise.

(c) The terms “knowledge of the Company” or “Company's knowledge” mean the
actual knowledge after reasonable and due inquiry of the “officers” (as such term is defined in
Rule 3b-2 under the Exchange Act, but excluding any Vice President or Secretary) of the
Company.

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor
liability arising hereunder or by reason hereof shall be assignable by any party hereto without the
prior written consent of the other party, and any attempt to assign any right, remedy, obligation
or liability hereunder without such consent shall be void, except (a) an assignment, in the case of
a merger, consolidation, statutory share exchange or similar transaction that requires the approval
of the Company’s stockholders (a “Business Combination”) where such party is not the surviving
entity, or a sale of substantially all of its assets, to the entity which is the survivor of such
Business Combination or the purchaser in such sale and (b) as provided in Sections 3.5 and 4.5.

5.9 Severability. If any provision of this Agreement or the Warrant, or the application
thereof to any person or circumstance, is determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions hereof, or the application of such
provision to persons or circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such determination,
the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.

5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or
implied, is intended to confer upon any person or entity other than the Company and the Investor

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit
of the persons referred to in that Section.

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each case generally affecting the industries in which the Company and its subsidiaries operate,
(B) changes or proposed changes after the Signing Date in generally accepted accounting
principles in the United States (“GAAP”) or regulatory accounting requirements, or authoritative
interpretations thereof, or (C) changes or proposed changes after the Signing Date in securities,
banking and other laws of general applicability or related policies or interpretations of
Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes
or occurrences to the extent that such changes or occurrences have or would reasonably be
expected to have a materially disproportionate adverse effect on the Company and its
consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial
services organizations); or (ii) the ability of the Company to consummate the Purchase and other
transactions contemplated by this Agreement and the Warrant and perform its obligations
hereunder or thereunder on a timely basis.

(c) “Previously Disclosed” means information set forth on the Disclosure Schedule,
provided, however, that disclosure in any section of such Disclosure Schedule shall apply only to
the indicated section of this Agreement except to the extent that it is reasonably apparent from
the face of such disclosure that such disclosure is relevant to another section of this Agreement.

2.2 Representations and Warranties of the Company. Except as Previously Disclosed,
the Company represents and warrants to the Investor that as of the Signing Date and as of the

Closing Date (or such other date specified herein):

(a) Organization, Authority and Significant Subsidiaries. The Company has been
duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of

organization, with the necessary power and authority to own its properties and conduct its
business in all material respects as currently conducted, and except as has not, individually or in
the aggregate, had and would not reasonably be expected to have a Company Material Adverse
Effect, has been duly qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification; each subsidiary of the Company that
would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of
Regulation S-X under the Securities Act of 1933 (the “Securities Act”), has been duly organized
and is validly existing in good standing under the laws of its jurisdiction of organization. The
Charter and bylaws of the Company, copies of which have been provided to the Investor prior to
the Signing Date, are true, complete and correct copies of such documents as in full force and
effect as of the Signing Date.

(b) Capitalization. The authorized capital stock of the Company, and the outstanding
capital stock of the Company (including securities convertible into, or exercisable or
exchangeable for, capital stock of the Company) as of the most recent fiscal month-end
preceding the Signing Date (the “Capitalization Date”) is set forth on Schedule B. The
outstanding shares of capital stock of the Company have been duly authorized and are validly
issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and
were not issued in violation of any preemptive rights). As of the Signing Date, the Company
does not have outstanding any securities or other obligations providing the holder the right to

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(095331-0002-10033-N Y02 2690847 9


(ii) The execution, delivery and performance by the Company of this
Agreement and the Warrant and the consummation of the transactions contemplated
hereby and thereby and compliance by the Company with the provisions hereof and
thereof, will not (A) violate, conflict with, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the performance
required by, or result in a right of termination or acceleration of, or result in the creation
of, any lien, security interest, charge or encumbrance upon any of the properties or assets
of the Company or any subsidiary of the Company (each a “Company Subsidiary” and,
collectively, the “Company Subsidiaries”) under any of the terms, conditions or
provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument or obligation to which the
Company or any Company Subsidiary is a party or by which it or any Company
Subsidiary may be bound, or to which the Company or any Company Subsidiary or any
of the properties or assets of the Company or any Company Subsidiary may be subject, or
(B) subject to compliance with the statutes and regulations referred to in the next
paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ,
injunction or decree applicable to the Company or any Company Subsidiary or any of
their respective properties or assets except, in the case of clauses (A)(ii) and (B), for
those occurrences that, individually or in the aggregate, have not had and would not
reasonably be expected to have a Company Material Adverse Effect.

(iii) Other than the filing of the Certificates of Designations with the Secretary
of State of its jurisdiction of organization or other applicable Governmental Entity, such
filings and approvals as are required to be made or obtained under any state “blue sky”
laws and such as have been made or obtained, no notice to, filing with, exemption or
review by, or authorization, consent or approval of, any Governmental Entity is required
to be made or obtained by the Company in connection with the consummation by the
Company of the Purchase except for any such notices, filings, exemptions, reviews,
authorizations, consents and approvals the failure of which to make or obtain would not,
individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect.

(f) Anti-takeover Provisions and Rights Plan. The Board of Directors of the
Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions
contemplated by this Agreement and the Warrant and the consummation of the transactions
contemplated hereby and thereby, including the exercise of the Warrant in accordance with its
terms, will be exempt from any anti-takeover or similar provisions of the Company’s Charter and

wn

bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”,
“interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

(g) No Company Material Adverse Effect. Since the last day of the last completed
fiscal period for which financial statements are included in the Company Financial Statements

(as defined below), no fact, circumstance, event, change, occurrence, condition or development

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(09533 1-0002-10033-NY02 2690847 9


In witness whereof, this letter agreement has been duly executed and delivered by the
duly authorized representatives of the parties hereto as of the date written below.

Date: October 30, 2009

Form of Letter Agreement

UNITED STATES DEPARTMENT OF THE
TREASURY

By:

Name:
Title:

COMPANY: WASHINGTONFIRST
BANKSHARES, INC.

Name: Shaza L. Andersen
Title: Chief Executive Officer


reorganization, provided that, once issued, such securities will not be Registrable
Securities when (1) they are sold pursuant to an effective registration statement under the
Securities Act, (2) except as provided below in Section 4.5(p), they may be sold pursuant
to Rule 144 without limitation thereunder on volume or manner of sale, (3) they shall
have ceased to be outstanding or (4) they have been sold in a private transaction in which
the transferor's rights under this Agreement are not assigned to the transferee of the
securities. No Registrable Securities may be registered under more than one registration
statement at any one time.

(v) “Registration Expenses” mean all expenses incurred by the Company in
effecting any registration pursuant to this Agreement (whether or not any registration or
prospectus becomes effective or final) or otherwise complying with its obligations under
this Section 4.5, including all registration, filing and listing fees, printing expenses, fees
and disbursements of counsel for the Company, blue sky fees and expenses, expenses
incurred in connection with any “road show”, the reasonable fees and disbursements of
Holders’ Counsel, and expenses of the Company’s independent accountants in
connection with any regular or special reviews or audits incident to or required by any
such registration, but shall not include Selling Expenses.

(vi) “Rule 144", “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule 415” mean,
in each case, such rule promulgated under the Securities Act (or any successor provision),
as the same shall be amended from time to time.

(vii) “Selling Expenses” mean all discounts, selling commissions and stock
transfer taxes applicable to the sale of Registrable Securities and fees and disbursements
of counsel for any Holder (other than the fees and disbursements of Holders’ Counsel
included in Registration Expenses).

(m) — Atany time, any holder of Securities (including any Holder) may elect to forfeit
its rights set forth in this Section 4.5 from that date forward; provided, that a Holder forfeiting
such rights shall nonetheless be entitled to participate under Section 4.5(b)(iv) — (vi) in any
Pending Underwritten Offering to the same extent that such Holder would have been entitled to
if the holder had not withdrawn; and provided, further, that no such forfeiture shall terminate a
Holder’s rights or obligations under Section 4.5(g) with respect to any prior registration or
Pending Underwritten Offering. “Pending Underwritten Offering” means, with respect to any
Holder forfeiting its rights pursuant to this Section 4.5(m), any underwritten offering of
Registrable Securities in which such Holder has advised the Company of its intent to register its
Registrable Securities either pursuant to Section 4.5(b)(ii) or 4.5(b)(iv) prior to the date of such
Holder’s forfeiture.

(n) Specific Performance. The parties hereto acknowledge that there would be no
adequate remedy at law if the Company fails to perform any of its obligations under this Section
4.5 and that the Investor and the Holders from time to time may be irreparably harmed by any
such failure, and accordingly agree that the Investor and such Holders, in addition to any other
remedy to which they may be entitled at law or in equity, to the fullest extent permitted and

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(09533 1-0002-10033-NY02 2690847 9


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.”

(b) In addition, the Investor agrees that all certificates or other instruments
representing the Preferred Shares and the Warrant Shares will bear a legend substantially to the
following effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), 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.
EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
1444 THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED
BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
ITIS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS
INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG
AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER

-16-

09533 1-0002-10033-NY02 2690847 9


In witness whereof, this letter agreement has been duly executed and delivered by the
duly authorized representative of the parties hereto as of the date written below.

UNITED STATES DEPARTMENT OF THE
TREASURY

By:
Name: Herbert M. Allison, Jr//
Title: Assistant Secretary {#f Financial
Stability

COMPANY: WASHINGTONFIRST
BANKSHARES, INC.

By:

Name:
Title:

OCT 30 209

Date:

UST No. 554 -- Letter Agreement


Registrable Securities to be listed on such securities exchange as the Investor may
designate.

(xiii) If requested by Holders of a majority of the Registrable Securities being
registered and/or sold in connection therewith, or the managing underwriter(s), if any,
promptly include in a prospectus supplement or amendment such information as the
Holders of a majority of the Registrable Securities being registered and/or sold in
connection therewith or managing underwriter(s), if any, may reasonably request in order
to permit the intended method of distribution of such securities and make all required
filings of such prospectus supplement or such amendment as soon as practicable after the
Company has received such request.

(xiv) Timely provide to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(c) Suspension of Sales. Upon receipt of written notice from the Company that a
registration statement, prospectus or prospectus supplement contains or may contain an untrue
statement of a material fact or omits or may omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that circumstances exist
that make inadvisable use of such registration statement, prospectus or prospectus supplement,
the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of
Registrable Securities until the Investor and/or Holder has received copies of a supplemented or
amended prospectus or prospectus supplement, or until the Investor and/or such Holder is
advised in writing by the Company that the use of the prospectus and, if applicable, prospectus
supplement may be resumed, and, if so directed by the Company, the Investor and/or such
Holder shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in the Investor and/or such Holder’s possession, of the prospectus
and, if applicable, prospectus supplement covering such Registrable Securities current at the time
of receipt of such notice. The total number of days that any such suspension may be in effect in
any 12-month period shall not exceed 90 days.

(f) Termination of Registration Rights. A Holder’s registration rights as to any
securities held by such Holder (and its Affiliates, partners, members and former members) shall

not be available unless such securities are Registrable Securities.

(g) Furnishing Information.

(i) Neither the Investor nor any Holder shall use any free writing prospectus
(as defined in Rule 405) in connection with the sale of Registrable Securities without the
prior written consent of the Company.

(ii) It shall be a condition precedent to the obligations of the Company to take
any action pursuant to Section 4.5(d) that Investor and/or the selling Holders and the
underwriters, if any, shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them and the intended method of

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(09533 1-0002-10033-NY02 2690847 9


(a) _ by either the Investor or the Company if the Closing shall not have occurred by
the 30" calendar day following the Signing Date; provided, however, that in the event the
Closing has not occurred by such 30" calendar day, the parties will consult in good faith to
determine whether to extend the term of this Agreement, it being understood that the parties shall
be required to consult only until the fifth day after such 30" calendar day and not be under any
obligation to extend the term of this Agreement thereafter; provided, further, that the right to
terminate this Agreement under this Section 5.1(a) shall not be available to any party whose
breach of any representation or warranty or failure to perform any obligation under this
Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such
date; or

(b) _ by either the Investor or the Company in the event that any Governmental Entity
shall have issued an order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement and such order, decree,
ruling or other action shall have become final and nonappealable; or

(c) by the mutual written consent of the Investor and the Company.

In the event of termination of this Agreement as provided in this Section 5.1, this Agreement
shal! forthwith become void and there shall be no liability on the part of either party hereto
except that nothing herein shall relieve either party from liability for any breach of this
Agreement.

5.2. Survival of Representations and Warranties. All covenants and agreements, other
than those which by their terms apply in whole or in part after the Closing, shall terminate as of

the Closing. The representations and warranties of the Company made herein or in any
certificates delivered in connection with the Closing shall survive the Closing without limitation.

5.3. Amendment. No amendment of any provision of this Agreement will be effective
unless made in writing and signed by an officer or a duly authorized representative of each party;
provided that the Investor may unilaterally amend any provision of this Agreement to the extent
required to comply with any changes after the Signing Date in applicable federal statutes. No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise of any other right, power or privilege. The rights and remedies herein provided shall be
cumulative of any rights or remedies provided by law.

5.4 Waiver of Conditions. The conditions to cach party’s obligation to consummate
the Purchase are for the sole benefit of such party and may be waived by such party in whole or
in part to the extent permitted by applicable law. No waiver will be effective unless it is ina
writing signed by a duly authorized officer of the waiving party that makes express reference to
the provision or provisions subject to such waiver.

5.5. Governing Law: Submission to Jurisdiction, Etc. This Agree ment will be

governed by and construed in accordance with the federal law of the United States if and to

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{095331-0002-10033-NY02.2690847.9


of the Registrable Securities to be distributed; provided that to the extent appropriate and
permitted under applicable law, such Holders shall consider the qualifications of any
broker-dealer Affiliate of the Company in selecting the lead underwriters in any such
distribution.

(iii) | The Company shall not be required to effect a registration (including a
resale of Registrable Securities from an effective Shelf Registration Statement) or an
underwritten offering pursuant to Section 4.5(b): (A) with respect to securities that are
not Registrable Securities; or (B) if the Company has notified the Investor and all other
Holders that in the good faith judgment of the Board of Directors, it would be materially
detrimental to the Company or its securityholders for such registration or underwritten
offering to be effected at such time, in which event the Company shall have the right to
defer such registration for a period of not more than 45 days after receipt of the request of
the Investor or any other Holder; provided that such right to delay a registration or
underwritten offering shall be exercised by the Company (1) only if the Company has
generally exercised (or is concurrently exercising) similar black-out rights against holders
of similar securities that have registration rights and (2) not more than three times in any
12-month period and not more than 90 days in the aggregate in any 12-month period.

(iv) If during any period when an effective Shelf Registration Statement is not
available, the Company proposes to register any of its equity securities, other than a
registration pursuant to Section 4.5(b){i) or a Special Registration, and the registration
form to be filed may be used for the registration or qualification for distribution of
Registrable Securities, the Company will give prompt written notice to the Investor and
all other Holders of its intention to effect such a registration (but in no event less than ten
days prior to the anticipated filing date) and will include in such registration all
Registrable Securities with respect to which the Company has received written requests
for inclusion therein within ten business days after the date of the Company’s notice (a
“Piggyback Registration”). Any such person that has made such a written request may
withdraw its Registrable Securities from such Piggyback Registration by giving written
notice to the Company and the managing underwriter, if any, on or before the fifth
business day prior to the planned effective date of such Piggyback Registration. The
Company may terminate or withdraw any registration under this Section 4.5(b)(iv) prior
to the effectiveness of such registration, whether or not Investor or any other Holders
have elected to include Registrable Securities in such registration.

(v) If the registration referred to in Section 4.5(b)(iv) is proposed to be
underwritten, the Company will so advise Investor and all other Holders as a part of the
written notice given pursuant to Section 4.5(b)(iv). In such event, the right of Investor
and all other Holders to registration pursuant to Section 4.5(b) will be conditioned upon
such persons’ participation in such underwriting and the inclusion of such person’s
Registrable Securities in the underwriting if such securities are of the same class of
securities as the securities to be offered in the underwritten offering, and each such
person will (together with the Company and the other persons distributing their securities
through such underwriting) enter into an underwriting agreement in customary form with

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09533 1-0002-10033-N Y02 2690847 9


performed in all material respects all obligations required to be performed by it under this
Agreement at or prior to the Closing;

(ii) the Investor shall have received a certificate signed on behalf of the
Company by a senior executive officer certifying to the effect that the conditions set forth
in Section 1,2(d)(i) have been satisfied;

(iii) the Company shall have duly adopted and filed with the Secretary of State
of its jurisdiction of organization or other applicable Governmental Entity the
amendments to its certificate or articles of incorporation, articles of association, or similar
organizational document (“Charter”) in substantially the forms attached hereto as Annex
A and Annex B (the “Certificates of Designations’) and such filing shall have been
accepted;

(iv) (A) the Company shall have effected such changes to its compensation,
bonus, incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, “Benefit Plans”) with
respect to its Senior Executive Officers (and to the extent necessary for such changes to
be legally enforceable, each of its Senior Executive Officers shall have duly consented in
writing to such changes), as may be necessary, during the period that the Investor owns
any debt or equity securities of the Company acquired pursuant to this Agreement or the
Warrant, in order to comply with Section 111(b) of the Emergency Economic
Stabilization Act of 2008 (“EESA”) as implemented by guidance or regulation thereunder
that has been issued and is in effect as of the Closing Date, and (B) the Investor shal!
have received a certificate signed on behalf of the Company by a senior executive officer
certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been
satisfied;

(v) each of the Company’s Senior Executive Officers shall have delivered to
the Investor a written waiver in the form attached hereto as Annex C releasing the
Investor from any claims that such Senior Executive Officers may otherwise have as a
result of the issuance, on or prior to the Closing Date, of any regulations which require
the modification of, and the agreement of the Company hereunder to modify, the terms of
any Benefit Plans with respect to its Senior Executive Officers to eliminate any
provisions of such Benefit Plans that would not be in compliance with the requirements
of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that
has been issued and is in effect as of the Closing Date;

(vi) the Company shall have delivered to the Investor a written opinion from
counsel to the Company (which may be internal counsel), addressed to the Investor and
dated as of the Closing Date, in substantially the form attached hereto as Annex D;

(vii) the Company shall have delivered certificates in proper form or, with the
prior consent of the Investor, evidence of shares in book-entry form, evidencing the
Preferred Shares to Investor or its designee(s); and

3-

(09533 1-0002-10033-NY02.2690B47 9


acquire its Common Stock (“Common Stock”) that is not reserved for issuance as specified on
Schedule B, and the Company has not made any other commitment to authorize, issue or sell any
Common Stock. Since the Capitalization Date, the Company has not issued any shares of
Common Stock, other than (i) shares issued upon the exercise of stock options or delivered under
other equity-based awards or other convertible securities or warrants which were issued and
outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on
Schedule B, Each holder of 5% or more of any class of capital stock of the Company and such
holder’s primary address are set forth on Schedule B.

(c) Preferred Shares. The Preferred Shares have been duly and validly authorized,
and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly
and validly issued and fully paid and non-assessable, will not be issued in violation of any
preemptive rights, and will rank pari passu with or senior to all other series or classes of
Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends
and the distribution of assets in the event of any dissolution, liquidation or winding up of the
Company.

(d) | The Warrant and Warrant Shares. The Warrant has been duly authorized and,
when executed and delivered as contemplated hereby, will constitute a valid and legally binding
obligation of the Company enforceable against the Company in accordance with its terms, except
as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and general equitable
principles, regardless of whether such enforceability is considered in a proceeding at law or in
equity (“Bankruptcy Exceptions”). The shares of Warrant Preferred Stock issuable upon exercise
of the Warrant (the “Warrant Shares”) have been duly authorized and reserved for issuance upon
exercise of the Warrant and when so issued in accordance with the terms of the Warrant will be
validly issued, fully paid and non-assessable, and will rank pari passu with or senior to all other
series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the
payment of dividends and the distribution of assets in the event of any dissolution, liquidation or
winding up of the Company.

(e) Authorization, Enforceability.

(i) The Company has the corporate power and authority to execute and
deliver this Agreement and the Warrant and to carry out its obligations hereunder and
thereunder (which includes the issuance of the Preferred Shares, Warrant and Warrant
Shares). The execution, delivery and performance by the Company of this Agreement and
the Warrant and the consummation of the transactions contemplated hereby and thereby
have been duly authorized by all necessary corporate action on the part of the Company
and its stockholders, and no further approval or authorization is required on the part of
the Company. This Agreement is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to the Bankruptcy
Exceptions.

%

095331-0002-10033-NYO2 2690847.9