ANNEX E 

FORM OF WARRANT TO PURCHASE PREFERRED STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

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

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

OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT 

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE 

STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM 

REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS 

ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER 

PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE 

ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, 

A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES 

REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE 

TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE 

OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL 

BE VOID. 

WARRANT 

to Purchase 

___________________________ 

Shares of Preferred Stock 

of 

___________________________ 

Issue Date: ______________

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

following terms shall have the meanings indicated. 

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

duly authorized committee thereof. 

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

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

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

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

or other governmental actions to close. 

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

incorporation, articles of association, or similar organizational document. 

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

and jurisdiction of organization is set forth in Item 1 of Schedule A hereto. 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any 

successor statute, and the rules and regulations promulgated thereunder. 

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

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

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

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

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

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

such Person and not by any other Warrantholder. 

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

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

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

Schedule A hereto. 

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

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

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

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

thereto. 

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

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

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

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

authorizations of, filings and registrations with, notifications to, or expiration or termination 

of any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act 

of 1976, as amended, and the rules and regulations thereunder. 

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

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

statute, and the rules and regulations promulgated thereunder. 

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

“Warrantholder” has the meaning set forth in Section 

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

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

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

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

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

any, up to an aggregate of the number of fully paid and nonassessable shares of Preferred 

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

Preferred Stock equal to the Exercise Price. 

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

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

Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time 

to time after the execution and delivery of this Warrant by the Company on the date hereof, 

but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the 

Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of 

Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at 

the principal executive office of the Company located at the address set forth in Item 8 of 

Schedule A hereto (or such other office or agency of the Company in the United States as it 

may designate by notice in writing to the Warrantholder at the address of the 

Warrantholder appearing on the books of the Company), and (B) payment of the Exercise 

Price for the Shares thereby purchased, by having the Company withhold, from the shares 

of Preferred Stock that would otherwise be delivered to the Warrantholder upon such 

exercise, shares of Preferred Stock issuable upon exercise of the Warrant with an aggregate 

Liquidation Amount equal in value to the aggregate Exercise Price as to which this Warrant 

is so exercised. 

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

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

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

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

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

exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder 

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

condition that the Warrantholder will have first received any applicable Regulatory 

Approvals. 

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

exercise of this Warrant will be issued in such name or names as the Warrantholder may 

designate and will be delivered to such named Person or Persons within a reasonable time, 

not to exceed three business days after the date on which this Warrant has been duly 

exercised in accordance with the terms of this Warrant. The Company hereby represents and 

warrants that any Shares issued upon the exercise of this Warrant in accordance with the 

provisions of Section 3 will be duly and validly authorized and issued, fully paid and 

nonassessable and free from all taxes, liens and charges (other than liens or charges created 

by the Warrantholder, income and franchise taxes incurred in connection with the exercise 

of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). 

The Company agrees that the Shares so issued will be deemed to have been issued to the 

Warrantholder as of the close of business on the date on which this Warrant and payment of 

the Exercise Price are delivered to the Company in accordance with the terms of this 
Warrant, notwithstanding that the stock transfer books of the Company may then be closed 

or certificates representing such Shares may not be actually delivered on such date. The 

Company will at all times reserve and keep available, out of its authorized but unissued 

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

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

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

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

securities exchange on which the Shares are listed or traded. 

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

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

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

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

Warrant. 

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

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

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

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

7. Transfer/Assignment.

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

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

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

made and delivered by the Company, of the same tenor and date as this Warrant but 

registered in the name of one or more transferees, upon surrender of this Warrant, duly 

endorsed, to the office or agency of the Company described in Section 3. All expenses (other 

than stock transfer taxes) and other charges payable in connection with the preparation, 

execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the 

Company. 

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

Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If 

and for so long as required by the Purchase Agreement, this Warrant shall contain the 

legends as set forth in Section 4.2(a) of the Purchase Agreement. 

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

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

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

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

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

exercise in accordance with its terms, at the office of the Company, and the Company shall 

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

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

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

mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt 

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of a bond, indemnity or security reasonably satisfactory to the Company, or, in the case of 

any such mutilation, upon surrender and cancellation of this Warrant, the Company shall 

make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new 

Warrant of like tenor and representing the right to purchase the same aggregate number of 

Shares as provided for in such lost, stolen, destroyed or mutilated Warrant 

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

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

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

day that is a business day. 

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

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

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

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

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

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

such further action as any Warrantholder may reasonably request, in each case to the extent 

required from time to time to enable such holder to, if permitted by the terms of this 

Warrant and the Purchase Agreement, sell this Warrant without registration under the 

Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the 

Securities Act, as such rule may be amended from time to time, or (B) any successor rule or 

regulation hereafter adopted by the SEC. Upon the written request of any Warrantholder, 

the Company will deliver to such Warrantholder a written statement that it has complied 

with such requirements. 

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

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

judgment of the Board of Directors of the Company, would require adjustment of the 

Exercise Price or number of Shares into which this Warrant is exercisable in order to fairly 

and adequately protect the purchase rights of the Warrants in accordance with the essential 

intent and principles of the Purchase Agreement and this Warrant, then the Board of 

Directors shall make such adjustments in the application of such provisions, in accordance 

with such essential intent and principles, as shall be reasonably necessary, in the good faith 

opinion of the Board of Directors, to protect such purchase rights as aforesaid. 

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

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

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

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

Shares into which this Warrant shall be exercisable after such adjustment, and the Company 

shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to 

each Warrantholder at the address appearing in the Company’s records. 

 

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

through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or 
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sale of securities or any other voluntary action, avoid or seek to avoid the observance or 

performance of any of the terms to be observed or performed hereunder by the Company, 

but will at all times in good faith assist in the carrying out of all the provisions of this 

Warrant and in taking of all such action as may be necessary or appropriate in order to 

protect the rights of the Warrantholder. 

14. Governing Law. This Warrant will be governed by and construed in accordance 

with the federal law of the United States if and to the extent such law is applicable, and 

otherwise in accordance with the laws of the State of New York applicable to contracts made 

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

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

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

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

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

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

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

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

Warrant or the transactions contemplated hereby or thereby. 

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

assigns of the Company. 

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

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

Warrantholder. 

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

hereunder by any party to the other will be in writing and will be deemed to have been duly 

given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation 

of receipt, or (b) on the second business day following the date of dispatch if delivered by a 

recognized next day courier service. All notices hereunder shall be delivered as set forth in 

Item 9 of Schedule A hereto, or pursuant to such other instructions as may be designated in 

writing by the party to receive such notice. 

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

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

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

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

contemporaneous arrangements or undertakings with respect thereto. 

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

Date: 

TO: [Company] 

RE: Election to Purchase Preferred Stock 

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

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

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

Warrant, the undersigned will receive the net number of shares of Preferred Stock set forth 

below. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay 

the aggregate Exercise Price for such shares of Preferred Stock in the manner set forth in 

Section 3(B) of the Warrant. 

Number of Shares of Preferred Stock:1

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

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

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

Holder: ______________________ 

By: 

Name: _______________________ 

Title: 

 

1

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

Section 3(B) thereof. 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed 

by a duly authorized officer. 

Dated: 

COMPANY: ______________ 

By: ______________________ 

Name: 

Title: 

Attest: 

By: ______________________ 

Name: 

Title: 

 [Signature Page to Warrant]
SCHEDULE A

Item 1

Name: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Item 2

Exercise Price:2

Item 3 Issue 

Date: 

Item 4

Liquidation Amount: 

Item 5

Series of Perpetual Preferred Stock: 

Item 6

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

the Treasury: 

Item 7

Number of shares of Preferred Stock:3

Item 8

Company’s address: 

Item 9

Notice information: 

 

2

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

 

3

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

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

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

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

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

rounded to the nearest whole share) would have an aggregate Liquidation Amount equal to 5% of the 

aggregate amount invested by the United States Department of the Treasury on the investment date.