UNITED STATES DEPARTMENT OF THE TREASURY 

1500 PENNSYLVANIA A VENUE,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or superseded by the terms set forth herein or in the Schedules hereto, the provisions 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. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

* * * 
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: 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By:_4_~ __ 

Name: Neel Kashkari 

Title: Interim Assistant Secretary 

For Financial Stability 

COMPANY: ALARION FINANCIAL SERVICES, INC. 

By: __________ _ 

Name: Jon M. Kurtz 

Title: Chief Executive Officer 

----------------------

Alarion Financial Services, Inc. 

UST Seq. No. 378 

\...ew.c ~ t~..fVr,,\ -elf\. " 
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. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: _____________ _ 

Name: 

Title: 

COMPANY: ALARION FINANCIAL SERVICES, INC. 

By:-L...~--t'<--...-,'----------
SCHEDULE A 

ADDITIONAL TERMS AND CONDITIONS 

Company Information: 

Name of the Company: Alarion Financial Services, Inc. 

Corporate or other organizational form: Corporation 

Jurisdiction of Organization: Florida 

Appropriate Federal Banking Agency: The Board of Governors of the Federal Reserve System 

Notice Infomlation: Matthew Ivers 

Terms of the Purchase: 

Chief Financial Officer 

Alarion Financial Services, Inc. 

One Northeast First Avenue 

Ocala, Florida 34470 

Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, 

Series A 

Per Share Liquidation Preference of Preferred Stock: $1,000 

Number of Shares of Preferred Stock Purchased: 6,514 

Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and 

November 15 of each year 

Series of Warrant Preferred Stock: Fixed Rate Cumulative Perpetual Preferred Stock, 

Series B 

Number of Warrant Shares: 326.00326 

Number of Net Warrant Shares (after net settlement): 326 

Exercise Price of the Warrant: $0.01 per share 

Purchase Price: $6,514,000 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
Closing: 

Location of Closing: Hughes Hubbard & Reed LLP 

One Battery Park Plaza 

New York, New York 10004 

Time of Closing: 9:00 a.m. Eastem Standard Time 

Date of Closing: January 23, 2009 

Wire Information for Closing: 

Contact for Confirmation nfWire Information: 

• 

Alation Financial Services, Inc. 

UST Seq. No, 378 

Matthew Ivers 

Chief Financial Officer 

Alarion Financial Services, Inc. 

One Northeast First Avenue 

Ocala, Florida 34470 
CAPITALIZATION 

Capitalization Date: December 31, 2008 

Common Stock 

Par value: $0.01 

Total Authorized: 4,000,000 

Outstanding: 2,653,208 

Subject to warrants, options, convertible 

securities, etc.: 220,619 

Reserved for benefit plans and other issuances: 0 

Remaining authorized but unissued: 1,126,173 

Shares issued after Capitalization Date (other 

than pursuant to warrants, options, 

convertible securities, etc. as set forth 

above): 0 

Preferred Stock 

Par value: $0.01 

Total Authorized: 1,000,000 

Outstanding (by series): 0 

Reserved for issuance: 0 

Remaining authorized but unissued: 1,000,000 

Holders of 5% or more of any class of capital stock 

None 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

SCHEDULEB 

Primary Address 
SCHEDULE C 

LITIGATION 

List any exceptions to the representation and warranty in Section 2.2(1) of the Securities 

Purchase Agreement - Standard Terms. 

If none, please so indicate by checking the box: •. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
SCHEDULED 

COMPLIANCE WITH LAWS 

List any exceptions to the representation and warranty in the second sentence of Section 

2.2(m) of the Securities Purchase Agreement - Standard Terms. 

If none, please so indicate by checking the box: •. 

List any exceptions to the representation and warranty in the last sentence of Section 

2.2(m) of the Securities Purchase Agreement - Standard Terms. 

If none, please so indicate by checking the box: •. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
SCHEDULEE 

REGULATORY AGREEMENTS 

List any exceptions to the representation and warranty in Section 2.2(s) of the Securities 

Purchase Agreement - Standard T errns. 

If none, please so indicate by checking the box: •. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
SECURITIES PURCHASE AGREEMENT 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

EXHIBIT A 
09533J-0002-J0033-NY02.2690847.9 

EXHIBIT A 

(Non-Exchange-Traded QFls, excluding S Corps 

and Mutual Organizations) 

SECURITIES PURCHASE AGREEMENT 

STANDARD TERMS 
TABLE OF CONTENTS 

Page 

Article I 

Purchase; Closing 

1.1 Purchase ................................................................................................................... 3 

1.2 Closing ..................................................................................................................... 3 

1.3 Interpretation ............................................................................................................ 8 

Article II 

Representations and Warranties 

2.1 Disclosure ................................................................................................................ 9 

2.2 Representations and Warranties of the Company .................................................. 11 

Article III 

Covenants 

3.1 Commercially Reasonable Efforts ........................................................................ .29 

3.2 Expenses ................................................................................................................ 30 

3.3 Sufficiency of Authorized Warrant Preferred Stock; Exchange Listing ............... 30 

3.4 Certain Notifications Until Closing ....................................................................... 30 

3.5 Access, Information and Confidentiality ............................................................... 31 

Article IV 

Additional Agreements 

4.1 Purchase for Investment. ........................................................................................ 34 

4.2 Legends .................................................................................................................. 35 

4.3 Certain Transactions .............................................................................................. 39 

4.4 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise 

of the Warrant ................................................................................................... 39 

4.5 Registration Rights ................................................................................................. 40 

4.6 Depositary Shares .................................................................................................. 68 

4.7 Restriction on Dividends and Repurchases ............................................................ 68 

4.8 Executive Compensation ....................................................................................... 73 

4.9 Related Party Transactions .................................................................................... 74 

4.10 Bank and Thrift Holding Company Status ............................................................. 74 

4.11 Predominantly Financial ........................................................................................ 75 

-i095331·0002-\ 0033-NY022690847 9 
Article V 

Miscellaneous 

5.1 Termination ............................................................................................................ 75 

5.2 Survival of Representations and Warranties .......................................................... 77 

5.3 Amendment ............................................................................................................ 77 

5.4 Waiver of Conditions ............................................................................................. 77 

5.5 Governing Law: Submission to Jurisdiction, Etc . ............................................ 78 

5.6 Notices ................................................................................................................... 78 

5.7 Definitions .............................................................................................................. 79 

5.8 Assignment ............................................................................................................ 80 

5.9 Severability ............................................................................................................ 81 

5.10 No Third Party Beneficiaries ................................................................................. 81 

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095331-0002-10033-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 

-iii095331-0002-10033-NY02.2690847.9 
INDEX OF DEFINED TERMS 

Term 

Affiliate 

Agreement 

Appropriate Federal Banking Agency 

Bank Holding Company 

Bankruptcy Exceptions 

Benefit Plans 

Board of Directors 

Business Combination 

business day 

Capitalization Date 

Certificates of Designations 

Charter 

Closing 

Closing Date 

Code 

Common Stock 

Company 

Company Financial Statements 

Company Material Adverse Effect 

Company Reports 

Company Subsidiary; Company Subsidiaries 

control; controlled by; under common control with 

Controlled Group 

CPP 

Disclosure Schedule 

EESA 

ERISA 

Exchange Act 

Federal Reserve 

GAAP 

Governmental Entities 

Holder 

Holders' Counsel 

Indemnitee 

Information 

Investor 

Junior Stock 

knowledge ofthe Company; Company's knowledge 

Letter Agreement 

officers 

Parity Stock 

-IY095331-0002-10033-NY02.2690847.9 

Location of 

Definition 

5.7(b) 

Recitals 

2.2(s) 

4.10 

2.2(d) 

1.2(d)(iv) 

2.2(f) 

5.8 

l.3 

2.2(b) 

1.2( d)(iii) 

1.2( d)(iii) 

1.2(a) 

1.2(a) 

2.2(n) 

2.2(b) 

Recitals 

2.2(h) 

2.1(b) 

2.2(i)(i) 

2.2(e)(ii) 

5.7(b) 

2.2(n) 

Recitals 

2.1(a) 

1.2(d)(iv) 

2.2(n) 

4.4 

4.10 

2.1 (b) 

1.2( c) 

4.5(1)(i) 

4.5(l)(ii) 

4.5(h)(i) 

3.5(c) 

Recitals 

4.7(f) 

5.7(c) 

Recitals 

5.7(c) 

4.7(f) 
Term 

Pending Underwritten Offering 

Permitted Repurchases 

Piggyback Registration 

Plan 

Preferred Shares 

Preferred Stock 

Previously Disclosed 

Proprietary Rights 

Purchase 

Purchase Price 

Purchased Securities 

register; registered; registration 

Registrable Securities 

Registration Expenses 

Regulatory Agreement 

Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 

Savings and Loan Holding Company 

Schedules 

SEC 

Securities Act 

Selling Expenses 

Senior Executive Officers 

Shelf Registration Statement 

Signing Date 

Special Registration 

subsidiary 

Tax; Taxes 

Transfer 

Warrant 

Warrant Preferred Stock 

Warrant Shares 

095331-0002-J0033-NY02.2690847.9 

-yLocation of 

Definition 

4.5(m) 

4.7(c) 

4.5(b)(iv) 

2.2(n) 

Recitals 

Recitals 

2.1(c) 

2.2(u) 

Recitals 

1.1 

Recitals 

4.5(1)(iii) 

4.5(1)(iv) 

4.5(1)(v) 

2.2(s) 

4.5(l)(vi) 

4.10 

Recitals 

2.2(k) 

2.2(a) 

4.5(l)(vii) 

4.8 

4.5(b)(ii) 

2.1 (b) 

4.50) 

5.7(a) 

2.2(0) 

4.4 

Recitals 

Recitals 

2.2(d) 
SECURITIES PURCHASE AGREEMENT - STANDARD TERMS 

Recitals: 

WHEREAS, the United States Department of the Treasury (the "Investor") 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 ofthe 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 Stocf(') 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 Stocf(') 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 I 

Purchase; Closing 

1.1 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 J·0002·10033·NY02.2690847.9 
1.2 Closing. 

(a) On the terms and subject to the conditions set forth in this Agreement, the closing 

of the Purchase (the "Closing") 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 ofthe 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 ofthe 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 tenns 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-

095331-0002-1 0033-NY02.2690847. 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 III(b) ofthe Emergency Economic 

Stabilization Act of2008 ("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 shall 

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 tenus 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 III (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-

095331-0002-10033-NY02.2690847.9 
(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 ofthis 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. 

2.1 Disclosure. 

Article II 

Representations and Warranties 

(a) On or 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 either 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 

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095331·0002·1 0033·NY02.269084 7.9 
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 ofthe 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 

-5-

095331-000Z-10033-NYOZ.Z690847.9 
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 Band Oi) 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 

ofthe 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 ofthe 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 ofthis 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. 

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09533]·0002·]0033·NY02.2690847.9 
Oi) 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 ofthe Warrant in accordance with its 

terms, will be exempt from any anti-takeover or similar provisions of the Company's Charter and 

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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09533J-D002-J0033-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 conforn1ity 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 ofthe 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 

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095331-0002-10033-NY02.2690S47.9 
other employees who have a significant role in the Company's internal controls over 

financial reporting. 

(j) No Undisclosed Liabilities. 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 ofthe Securities Act. 

(1) Litigation 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 carryon 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 ofthe 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 

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095331·0002·]0033·NY02.2690847.9 
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 "Plan") 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 IV 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 ofthe 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, 

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095331·0002-1 0033·NY02.2690847. 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 ofthe 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. 

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095331-0002-10033-NY02.2690847.9 
(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 lS13(q)). 

(t) 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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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 ofthe 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 shaII 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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095331-0002·I0033-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,jurther, 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 ofthe 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 ofthe 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 

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09533 1·0002·1 0033·NY02 .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 nonpublic records, books, contracts, instruments, computer data and other data and information 

(collectively, "Information") 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 ofthe Warrant, the liquidation preference ofthe 

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 IV 

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 

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095331·0002·10033·NY02.2690847.9 
OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION 

STA TEMENT 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 OTHER WISE 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 OBUGA TIONS 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 MAYBE RELYING ON THE 

EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 

144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED 

BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT 

IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL 

OR OTHER WISE 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 

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095331-0002-1 0033-NY02.2690847. 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 OTHER WISE 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 ofthe Company 

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09533 J-0002-J0033-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 shaH 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 

of a 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% ofthe 

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 ofthe 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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09533 j-0002-J 0033-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 ofthe 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 ofthe 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) Ifthe 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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095331-0002-I0033-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 ofa 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 

ofthe 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 

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095331-0002-10033-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.S(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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095331·0002·1 0033-NY02 .2690847. 9 
(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) if at any time the representations and warranties of the Company 

contained in any underwriting agreement contemplated by Section 4.S(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.S( d)(vi)(C) at the earliest practicable time. 

(viii) Upon the occurrence of any event contemplated by Section 4.S(d)(v) or 

4.S(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.S(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 ofthe Company's 

transfer agent in settling any offering or sale of Registrable Securities, including with 

respect to the transfer of physical stock celiificates into book-entry form in accordance 

with any procedures reasonably requested by the Holders or any managing 

underwriter( s). 

(x) If an underwritten offering is requested pursuant to Section 4.S(b )(ii), 

enter into an underwriting agreement in customary form, scope and substance and take all 

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09533 1-OOO2-10033-NY02.269084 7. 9 
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 ifand 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), ifany, 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, ifno similar securities issued by the Company are then listed 

on any national securities exchange, use its reasonable best efforts to cause all such 

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09533]·0002·]0033·NY02.2690847.9 
Registrable Securities to be listed on such securities exchange as the Investor may 

designate. 

(xiii) If requested by Holders ofa 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 1 1 (a) of the Securities Act and Rule 158 thereunder. 

(e) 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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095331-0002-10033-NY02.2690847.9 
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 "Indemnitee"), 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 thereot) 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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095331-0002·I0033-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 ll(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 ofthe 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. 

U) 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 ofthe 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 S4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights 

in respect thereofto 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: 

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095331-0002-10033-NY02.2690847.9 
(i) make and keep public information available, as those terms are understood 

and defined in Rule 144(c)(l) 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 

infom1ation 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. 

(1) 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. 

Oi) "Holders' Counsel" means one counsel 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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095331-0002-1 0033-NY02.2690847. 9 
reorganization, provided that, once issued, such securities will not be Registrable 

Securities when (l) 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 anyone 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) At any 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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09533J-0002-J0033-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 4.50) 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 ofthe 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 I -OOO2-I0033-NY02.2690847.9 
(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 pennitted under the tenns 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 ofthe 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 pennitted 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 

tenns 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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095331-0002-1 0033-NY02.269084 7. 9 
than (i) redemptions, purchases or other acquisitions ofthe 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 whoIlyowned 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 ofthe 

Company the temlS 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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095331-0002-1 0033-NY02.269084 7.9 
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 III (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 III(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. § I 842 

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: 

-32-

095331·0002-1 0033-NY02 2690847.9 
(a) by either the Investor or the Company if the Closing shall not have occurred by 

the 30th calendar day following the Signing Date; provided, however, that in the event the 

Closing has not occurred by such 30th 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 30th 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 

shall 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 each 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 in a 

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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095331-0002-1 0033-NY02.169084 7.9 
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 ofthe parties 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. 

5.7 Definitions 

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: (202) 622-1974 

(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, "contra!' (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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09533J-0002-J0033-NY02.2690S47.9 
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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09533 J-0002-10033-NY02.2690847. 9 
ANNEXA 

FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK 

[SEE ATTACHED] 

095331-0002-10033-NY02.2690847.9 
ALARION FINANCIAL SERVICES, INC. 

ARTICLES OF AMENDMENT 

CERTIFICATE OF THE DESIGNATION, 

PREFERENCES, RIGHTS AND LIMITATIONS OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A 

Jon M. Kurtz, the Chief Executive Officer of Alarion Financial Services, Inc., 

a corporation organized and existing under the laws of the State of Florida (the "Issuer"), 

in accordance with the provisions of Section 607.0602 of the Florida Statutes thereof, 

does hereby certify: 

The board of directors of the Issuer (the "Board of Directors") or an applicable 

committee of the Board of Directors, in accordance with the Articles of Incorporation of 

the Issuer and applicable law, adopted the following resolution on January 6, 2009 

creating a series of 6,514 shares of Preferred Stock of the Issuer designated as "Fixed 

Rate Cumulative Perpetual Preferred Stock, Series A". 

RESOLVED, that pursuant to the provisions of the Articles of Incorporation of 

the Issuer and applicable law, a series of Preferred Stock, par value $0.01 per share, of 

the Issuer be and hereby is created, and that the designation and number of shares of such 

series, and the voting and other powers, preferences and relative, participating, optional 

or other rights, and the qualifications, limitations and restrictions thereof, of the shares of 

such series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out of the 

authorized and unissued shares of preferred stock of the Issuer a series of preferred stock 

designated as the "Fixed Rate Cumulative Perpetual Preferred Stock, Series A" (the 

"Designated Preferred Stock"). The authorized number of shares of Designated Preferred 

Stock shall be 6,514. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A 

attached hereto are incorporated herein by reference in their entirety and shall be deemed 

to be a part of this Certificate of the Designations, Preferences, Rights and Limitations to 

the same extent as if such provisions had been set forth in full herein. 

Part 3. Definitions. The following terms are used in this Certificate of the 

Designations, Preferences, Rights and Limitations (including the Standard Provisions in 

Schedule A hereto) as defined below: 

(a) "Common Stock" means the common stock, par value $0.01 per share, of the 

Issuer. 

(b) "Dividend Payment Date" means February 15, May 15, August 15 and 

November 15 of each year. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
(c) "Junior Stock" means the Common Stock and any other class or series of stock 

of the Issuer the terms of which expressly provide that it ranks junior to Designated 

Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or 

winding up of the Issuer. 

(d) "Liquidation Amount" means $1,000 per share of Designated Preferred Stock. 

(e) "Minimum Amount" means $1,628,500. 

(1) "Parity Stock" means any class or series of stock of the Issuer (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class 

or series will rank senior or junior to Designated Preferred Stock as to dividend rights 

and/or as to rights on liquidation, dissolution or winding up of the Issuer (in each case 

without regard to whether dividends accrue cumulatively or non-cumulatively). Without 

limiting the foregoing, Parity Stock shall include the Issuer's Fixed Rate Cumulative 

Perpetual Preferred Stock, Series B. 

(g) "Signing Date" means Original Issue Date. 

Part. 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock 

will be entitled to one vote for each such share on any matter on which holders of 

Designated Preferred Stock are entitled to vote, including any action by written consent. 

[Remainder of Page Intentionally Left Blank} 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
IN WITNESS WHEREOF, Alarion Financial Services, Inc. has caused Certificate 

of the Designations, Preferences, Rights and Limitations to be signed by Jon M. Kurtz, 

its Chief Executive Officer, this 6th day of January, 2009. 

ALARION FINANCIAL SERVICES, INC. 

By: ________________ _ 

Name: Jon M. Kurtz 

Title: Chief Executive Officer 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical 

in all respects to every other share of Designated Preferred Stock. The Designated Preferred 

Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that 

form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally 

with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends 

and the distribution of assets in the event of any dissolution, liquidation or winding up of the 

Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred 

Stock: 

(a) "Applicable Dividend Rate" means (i) during the period from the Original Issue 

Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth 

anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the 

first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 

9% per annum. 

(b) "Appropriate Federal Banking Agency" means the "appropriate Federal banking 

agency" with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance 

Act (12 U.S.c. Section 18I3(q», or any successor provision. 

( c) "Business Combination" means a merger, consolidation, statutory share 

exchange or similar transaction that requires the approval of the Issuer's stockholders. 

(d) "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. 

(e) "Bylaws" means the bylaws of the Issuer, as they may be amended from time to 

time. 

(f) "Certificate of Designations" means the Certificate of Designations or comparable 

instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a 

part, as it may be amended from time to time. 

(g) "Charter" means the Issuer's certificate or articles of incorporation, articles of 

association, or similar organizational document. 

(h) "Dividend Period" has the meaning set forth in Section 3(a). 

(i) "Dividend Record Date" has the meaning set forth in Section 3(a). 

(j) "Liquidation Preference" has the meaning set forth in Section 4(a). 

A-I 095331-0002-115J5-NY02.2690860.IO 
(k) "Original Issue Date" means the date on which shares of Designated Preferred 

Stock are first issued. 

(I) "Preferred Director" has the meaning set forth in Section 7(b). 

(m) "Preferred Stock" means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock. 

(n) "Qualified Equity Offering" means the sale and issuance for cash by the Issuer to 

persons other than the Issuer or any of its subsidiaries after the Original Issue Date of shares of 

perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, 

qualify as and may be included in Tier 1 capital ofthe Issuer at the time of issuance under the 

applicable risk-based capital guidelines of the Issuer's Appropriate Federal Banking Agency 

(other than any such sales and issuances made pursuant to agreements or arrangements entered 

into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 

2008). 

(0) "Standard Provisions" mean these Standard Provisions that form a part of the 

Certificate of Designations relating to the Designated Preferred Stock. 

(p) "Successor Preferred Stock" has the meaning set forth in Section Sea). 

(q) "Voting Parity Stock" means, with regard to any matter as to which the holders of 

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these 

Standard Provisions that form a part of the Certificate of Designations, any and all series of 

Parity Stock upon which like voting rights have been conferred and are exercisable with respect 

to such matter. 

Section 3. Dividends. 

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each 

share of Designated Preferred Stock if, as and when declared by the Board of Directors or any 

duly authorized committee of the Board of Directors, but only out of assets legally available 

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a 

rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of 

Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior 

Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin 

to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent 

Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the 

first Dividend Payment Date for such other dividends has passed without such other dividends 

having been paid on such date) and shall be payable quarterly in arrears on each Dividend 

Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 

calendar days after the Original Issue Date. In the event that any Dividend Payment Date would 

otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be 

postponed to the next day that is a Business Day and no additional dividends will accrue as a 

result ofthat postponement. The period from and including any Dividend Payment Date to, but 

excluding, the next Dividend Payment Date is a "Dividend Period", provided that the initial 

A-2 095331-0002-1 IS I S-NY02.2690860.10 
Dividend Period shall be the period from and including the Original Issue Date to, but excluding, 

the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any Dividend 

Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The 

amount of dividends payable on Designated Preferred Stock on any date prior to the end of a 

Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day 

year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date 

will be payable to holders of record of Designated Preferred Stock as they appear on the stock 

register of the Issuer on the applicable record date, which shall be the 15th calendar day 

immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record 

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether 

payable in cash, securities or other property, other than dividends (if any) declared and payable 

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of 

the Certificate of Designations). 

(b) Priority of Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity 

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, 

purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its 

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the 

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or 

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for 

the payment thereof has been set aside for the benefit of the holders of shares of Designated 

Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) 

redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in 

connection with the administration of any employee benefit plan in the ordinary course of 

business and consistent with past practice; (ii) the acquisition by the Issuer or any of its 

subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of 

any other persons (other than the Issuer or any of its subsidiaries), including as trustees or 

custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or 

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation 

amount) or Junior Stock, in each case, 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. 

A-3 09S331-0002-11S1S-NY02.2690860.10 
When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit of the holders thereof on the applicable record date) on any Dividend 

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the 

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to 

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity 

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and 

payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

that the respective amounts of such dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been declared by the Board of Directors or a duly authorized committee of the Board of 

Directors out oflegally available funds and including, in the case of Parity Stock that bears 

cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of 

Directors or a duly authorized committee of the Board of Directors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders of Designated Preferred Stock prior to such Dividend Payment Date. 

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or 

other property) as may be determined by the Board of Directors or any duly authorized 

committee of the Board of Directors may be declared and paid on any securities, including 

Common Stock and other Junior Stock, from time to time out of any funds legally available for 

such payment, and holders of Designated Preferred Stock shall not be entitled to participate in 

any such dividends. 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution 

or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of 

Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, 

before any distribution of such assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as 

to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount 

per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date 

of payment (such amounts collectively, the "Liquidation Preference"). 

(b) Partial Payment. If in any distribution described in Section 4( a) above the assets 

of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect 

to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable 

with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as 

A-4 09533 J ·0002· J J 5 J 5-NY02.2690860. J 0 
to such distribution, holders of Designated Preferred Stock and the holders of such other stock 

shall share ratably in any such distribution in proportion to the full respective distributions to 

which they are entitled. 

(c) Residual Distributions. lfthe Liquidation Preference has been paid in full to all 

holders of Designated Preferred Stock and the corresponding amounts payable with respect of 

any other stock of the Issuer ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock ofthe Issuer shall be entitled to 

receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights 

and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, 

including a merger or consolidation in which the holders of Designated Preferred Stock receive 

cash, securities or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all of the assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer. 

Section 5. Redemption. 

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock 

may not be redeemed prior to the first Dividend Payment Date falling on or after the third 

anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or 

after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the 

approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any 

time and from time to time, out of funds legally available therefor, the shares of Designated 

Preferred Stock at the time outstanding, upon notice given as provided in Section S(c) below, at a 

redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as 

otherwise provided below, any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends 

are actually declared) to, but excluding, the date fixed for redemption. 

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or 

after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the 

approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any 

time and from time to time, the shares of Designated Preferred Stock at the time outstanding, 

upon notice given as provided in Section S(c) below, at a redemption price equal to the sum of (i) 

the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and 

unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such 

amount) (regardless of whether any dividends are actually declared) to, but excluding, the date 

fixed for redemption; provided that (x) the Issuer (or any successor by Business Combination) 

has received aggregate gross proceeds of not less than the Minimum Amount (plus the 

"Minimum Amount" as defined in the relevant certificate of designations for each other 

outstanding series of preferred stock of such successor that was originally issued to the United 

States Department of the Treasury (the "Successor Preferred Stock") in connection with the 

Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity 

Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate 

A-5 09533I-0002·11515·NY02.2690860.IO 
redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) 

redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by 

the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings 

(including Qualified Equity Offerings of such successor). 

The redemption price for any shares of Designated Preferred Stock shall be payable on 

the redemption date to the holder of such shares against surrender of the certificate(s) evidencing 

such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a 

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall 

not be paid to the holder entitled to receive the redemption price on the redemption date, but 

rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date 

relating to the Dividend Payment Date as provided in Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any 

mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred 

Stock will have no right to require redemption or repurchase of any shares of Designated 

Preferred Stock. 

(c) Notice of Redemption. Notice of every redemption of shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record of the shares to be redeemed at their respective last addresses appearing on the books of 

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed 

for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed 

to have been duly given, whether or not the holder receives such notice, but failure duly to give 

such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares 

of Designated Preferred Stock designated for redemption shall not affect the validity of the 

proceedings for the redemption of any other shares of Designated Preferred Stock. 

Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry 

form through The Depository Trust Company or any other similar facility, notice of redemption 

may be given to the holders of Designated Preferred Stock at such time and in any manner 

permitted by such facility. Each notice of redemption given to a holder shall state: (1) the 

redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if 

less than all the shares held by such holder are to be redeemed, the number of such shares to be 

redeemed from such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment ofthe redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro 

rata or in such other manner as the Board of Directors or a duly authorized committee thereof 

may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors 

or a duly authorized committee thereof shall have full power and authority to prescribe the terms 

and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to 

time. If fewer than all the shares represented by any certificate are redeemed, a new certificate 

shall be issued representing the unredeemed shares without charge to the holder thereof. 

(e) Effectiveness of Redemption. Ifnotice ofredemption has been duly given and if 

on or before the redemption date specified in the notice all funds necessary for the redemption 

A-6 095331·0002·11515·NY02.2690860.10 
have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares 

called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital and surplus of at least $500 million and 

selected by the Board of Directors, so as to be and continue to be available solely therefor, then, 

notwithstanding that any certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on 

all shares so called for redemption, all shares so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such shares shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the shares so called for redemption shall look only to 

the Issuer for payment of the redemption price of such shares. 

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock 

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred 

Stock). 

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right 

to exchange or convert such shares into any other securities. 

Section 7. Voting Rights. 

(a) General. The holders of Designated Preferred Stock shall not have any voting 

rights except as set forth below or as otherwise from time to time required by law. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on 

the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly 

Dividend Periods or more, whether or not consecutive, the authorized number of directors of the 

Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock 

shall have the right, with holders of shares of anyone or more other classes or series of Voting 

Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter 

the "Preferred Directors" and each a "Preferred Director") to fill such newly created 

directorships at the Issuer's next annual meeting of stockholders (or at a special meeting called 

for that purpose prior to such next annual meeting) and at each subsequent annual meeting of 

stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the 

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been 

declared and paid in full at which time such right shall terminate with respect to the Designated 

Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event 

of each and every subsequent default of the character above mentioned; provided that it shall be 

a qualification for election for any Preferred Director that the election of such Preferred Director 

shall not cause the Issuer to violate any corporate governance requirements of any securities 

exchange or other trading facility on which securities of the Issuer may then be listed or traded 

that listed or traded companies must have a majority of independent directors. Upon any 

A-7 095331-0002-1 1 51S-NY02.2690860. 1 0 
termination ofthe right of the holders of shares of Designated Preferred Stock and Voting Parity 

Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be 

qualified as directors, the term of office of all Preferred Directors then in office shall terminate 

immediately and the authorized number of directors shall be reduced by the number of Preferred 

Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or 

without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the 

holders a majority of the shares of Designated Preferred Stock at the time outstanding voting 

separately as a class together with the holders of shares of Voting Parity Stock, to the extent the 

voting rights of such holders described above are then exercisable. If the office of any Preferred 

Director becomes vacant for any reason other than removal from office as aforesaid, the 

remaining Preferred Director may choose a successor who shall hold office for the unexpired 

term in respect of which such vacancy occurred. 

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated 

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required 

by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of 

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or 

by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, 

shall be necessary for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the 

Certificate of Designations for the Designated Preferred Stock or the Charter to authorize 

or create or increase the authorized amount of, or any issuance of, any shares of, or any 

securities convertible into or exchangeable or exercisable for shares of, any class or series 

of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to 

either or both the payment of dividends and/or the distribution of assets on any 

liquidation, dissolution or winding up of the Issuer; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the Certificate of Designations for the Designated Preferred 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7( c )(iii) below, any amendment, alteration or repeal by means of a 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock; or 

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated 

Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or 

other entity, unless in each case (x) the shares of Designated Preferred Stock remain 

outstanding or, in the case of any such merger or consolidation with respect to which the 

Issuer is not the surviving or resulting entity, are converted into or exchanged for 

preference securities of the surviving or resulting entity or its ultimate parent, and (y) 

such shares remaining outstanding or such preference securities, as the case may be, have 

such rights, preferences, privileges and voting powers, and limitations and restrictions 

thereof, taken as a whole, as are not materially less favorable to the holders thereof than 

the rights, preferences, privileges and voting powers, and limitations and restrictions 

A-8 095331-0002-1 15 15-NY02.2690860. 10 
thereof, of Designated Preferred Stock immediately prior to such consummation, taken as 

a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other 

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or 

issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series 

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other 

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with 

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) 

and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be 

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not 

require the affirmative vote or consent of, the holders of outstanding shares of the Designated 

Preferred Stock. 

(d) Changes after Provision for Redemption. No vote or consent ofthe holders of 

Designated Preferred Stock shall be required pursuant to Section 7( c) above if, at or prior to the 

time when any such vote or consent would otherwise be required pursuant to such Section, all 

outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have 

been called for redemption upon proper notice and sufficient funds shall have been deposited in 

trust for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting of the holders of Designated Preferred Stock (including, without 

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies 

at such a meeting, the obtaining of written consents and any other aspect or matter with regard to 

such a meeting or such consents shall be governed by any rules ofthe Board of Directors or any 

duly authorized committee of the Board of Directors, in its discretion, may adopt from time to 

time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, 

and applicable law and the rules of any national securities exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the time. 

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer 

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of 

any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, 

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary. 

Section 9. Notices. All notices or communications in respect of Designated Preferred 

Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, 

postage prepaid, or if given in such other manner as may be permitted in this Certificate of 

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if 

shares of Designated Preferred Stock are issued in book-entry form through The Depository 

Trust Company or any similar facility, such notices may be given to the holders of Designated 

Preferred Stock in any manner permitted by such facility. 

A-9 09S33J-0002-JJSJS-NY02.2690860. J 0 
Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have 

any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or 

options issued or granted with respect thereto, regardless of how such securities, or such 

warrants, rights or options, may be designated, issued or granted. 

Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at 

the holder's expense upon surrender of that certificate to the Issuer. The Issuer shall replace 

certificates that become destroyed, stolen or lost at the holder's expense upon delivery to the 

Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, 

together with any indemnity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any 

rights, preferences, privileges or voting powers or relative, participating, optional or other special 

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the 

Charter or as provided by applicable law. 

A-IO 09533 J -0002-J 15 J 5-NY02.2690860. J 0 
FORM OF CERTIFICATE OF DESIGNATIONS 

FOR WARRANT PREFERRED STOCK 

[SEE ATTACHED] 

095331-0002-1 0033-NY02.269084 7.9 

ANNEXB 
ALARION FINANCIAL SERVICES, INC. 

ARTICLES OF AMENDMENT 

CERTIFICATE OF THE DESIGNATION, 

PREFERENCES, RIGHTS AND LIMITATIONS OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B 

Jon M. Kurtz, the Chief Executive Officer of Alarion Financial Services, Inc., 

a corporation organized and existing under the laws of the State of Florida(the "Issuer"), 

in accordance with the provisions of Section 607.0602 of the Florida Statutes thereof, 

does hereby certify: 

The board of directors of the Issuer (the "Board of Directors") or an applicable 

committee of the Board of Directors, in accordance with the Articles of Incorporation of 

the Issuer and applicable law, adopted the following resolution on January 6, 2009 

creating a series of 326 shares of Preferred Stock of the Issuer designated as "Fixed Rate 

Cumulative Perpetual Preferred Stock, Series B". 

RESOLVED, that pursuant to the provisions of the Articles of Incorporation of 

the Issuer and applicable law, a series of Preferred Stock, par value $0.01 per share, of 

the Issuer be and hereby is created, and that the designation and number of shares of such 

series, and the voting and other powers, preferences and relative, participating, optional 

or other rights, and the qualifications, limitations and restrictions thereof, of the shares of 

such series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out of the 

authorized and unissued shares of preferred stock of the Issuer a series of preferred stock 

designated as the "Fixed Rate Cumulative Perpetual Preferred Stock, Series B" (the 

"Designated Preferred Stock"). The authorized number of shares of Designated Preferred 

Stock shall be 326. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A 

attached hereto are incorporated herein by reference in their entirety and shall be deemed 

to be a part of this Certificate of the Designations, Preferences, Rights and Limitations to 

the same extent as if such provisions had been set forth in full herein. 

Part. 3. Definitions. The following terms are used in this Certificate of the 

Designations, Preferences, Rights and Limitations (including the Standard Provisions in 

Schedule A hereto) as defined below: 

(a) "Common Stock" means the common stock, par value $0.01 per share, of the 

Issuer. 

(b) "Dividend Payment Date" means February 15, May 15, August 15 and November 

15 of each year. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
(c) "Junior Stock" means the Common Stock, and any other class or series of stock of 

the Issuer the terms of which expressly provide that it ranks junior to Designated Preferred 

Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the 

Issuer. 

(d) "Liquidation Amount" means $1,000 per share of Designated Preferred Stock. 

(e) "Minimum Amount" means $81,500. 

(f) "Parity Stock" means any class or series of stock of the Issuer (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class or 

series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as 

to rights on liquidation, dissolution or winding up of the Issuer (in each case without regard 

to whether dividends accrue cumulatively or non-cumulatively). Without limiting the 

foregoing, Parity Stock shall include the Issuer's UST Preferred Stock. 

(g) "Signing Date" means Original Issue Date. 

(h) "UST Preferred Stock" means the Issuer's Fixed Rate Cumulative Perpetual 

Preferred Stock, Series A. 

Part. 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will 

be entitled to one vote for each such share on any matter on which holders of Designated 

Preferred Stock are entitled to vote, including any action by written consent. 

[Remainder of Page Intentionally Left Blank] 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
IN WITNESS WHEREOF, Alarion Financial Services, Inc. has caused Certificate 

of the Designations, Preferences, Rights and Limitations to be signed by Jon M. Kurtz, 

its Chief Executive Officer Officer, this 6th day of January, 2009. 

ALARION FINANCIAL SERVICES, INC. 

By: ________________ __ 

Name: Jon M. Kurtz 

Title: Chief Executive Officer 

Alarion Financial Services, Inc. 

UST Seq. No. 378 
Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical 

in all respects to every other share of Designated Preferred Stock. The Designated Preferred 

Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that 

form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally 

with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends 

and the distribution of assets in the event of any dissolution, liquidation or winding up of the 

Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred 

Stock: 

(a) "Appropriate Federal Banking Agency" means the "appropriate Federal banking 

agency" with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance 

Act (12 U.S.c. Section 1813(q)), or any successor provision. 

(b) "Business Combination" means a merger, consolidation, statutory share 

exchange or similar transaction that requires the approval of the Issuer's stockholders. 

(c) "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. 

Cd) "Bylaws" means the bylaws of the Issuer, as they may be amended from time to 

time. 

(e) "Certificate of Designations" means the Certificate of Designations or comparable 

instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a 

part, as it may be amended from time to time. 

(f) "Charter" means the Issuer's certificate or articles of incorporation, articles of 

association, or similar organizational document. 

(g) "Dividend Period" has the meaning set forth in Section 3(a). 

(h) "Dividend Record Date" has the meaning set forth in Section 3(a). 

(i) "Liquidation Preference" has the meaning set forth in Section 4(a). 

G) "Original Issue Date" means the date on which shares of Designated Preferred 

Stock are first issued. 

(k) "Preferred Director" has the meaning set forth in Section 7(b). 

A-I 095331-0002-1 15 I 5-NY02.2693646. 7 
(I) "Preferred Stock" means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock. 

(m) "Qualified Equity Offering" means the sale and issuance for cash by the Issuer to 

persons other than the Issuer or any of its subsidiaries after the Original Issue Date of shares of 

perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, 

qualifY as and may be included in Tier 1 capital of the Issuer at the time of issuance under the 

applicable risk-based capital guidelines of the Issuer's Appropriate Federal Banking Agency 

(other than any such sales and issuances made pursuant to agreements or arrangements entered 

into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 

2008). 

(n) "Standard Provisions" mean these Standard Provisions that form a part of the 

Certificate of Designations relating to the Designated Preferred Stock. 

(0) "Successor Preferred Stock" has the meaning set forth in Section Sea). 

(p) "Voting Parity Stock" means, with regard to any matter as to which the holders of 

Designated Preferred Stock are entitled to vote as specified in Sections 7( a) and 7(b) of these 

Standard Provisions that form a part of the Certificate of Designations, any and all series of 

Parity Stock upon which like voting rights have been conferred and are exercisable with respect 

to such matter. 

Section 3. Dividends. 

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each 

share of Designated Preferred Stock if, as and when declared by the Board of Directors or any 

duly authorized committee of the Board of Directors, but only out of assets legally available 

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a 

per annum rate of9.0% on (i) the Liquidation Amount per share of Designated Preferred Stock 

and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share 

of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative 

from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., 

no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for 

such other dividends has passed without such other dividends having been paid on such date) and 

shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first 

such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In 

the event that any Dividend Payment Date would otherwise fall on a day that is not a Business 

Day, the dividend payment due on that date will be postponed to the next day that is a Business 

Day and no additional dividends will accrue as a result of that postponement. The period from 

and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is 

a "Dividend Period", provided that the initial Dividend Period shall be the period from and 

including the Original Issue Date to, but excluding, the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any Dividend 

Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The 

amount of dividends payable on Designated Preferred Stock on any date prior to the end of a 

A-2 09S33J-0002-JJSJS-NY02.2693646.7 
Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day 

year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date 

will be payable to holders of record of Designated Preferred Stock as they appear on the stock 

register of the Issuer on the applicable record date, which shall be the 15th calendar day 

immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record 

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether 

payable in cash, securities or other property, other than dividends (if any) declared and payable 

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of 

the Certificate of Designations). 

(b) Priority of Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity 

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, 

purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its 

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the 

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or 

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for 

the paymentthereofhas been set aside for the benefit of the holders of shares of Designated 

Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) 

redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in 

connection with the administration of any employee benefit plan in the ordinary course of 

business and consistent with past practice; Oi) the acquisition by the Issuer or any of its 

subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of 

any other persons (other than the Issuer or any of its subsidiaries), including as trustees or 

custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or 

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation 

amount) or Junior Stock, in each case, 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. 

When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit of the holders thereof on the applicable record date) on any Dividend 

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the 

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to 

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity 

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and 

payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

A-3 095331-0002-1 15 I s-NY02.2693646.7 
payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

that the respective amounts of such dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, ifapplicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been declared by the Board of Directors or a duly authorized committee of the Board of 

Directors out oflegally available funds and including, in the case of Parity Stock that bears 

cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of 

Directors or a duly authorized committee of the Board of Directors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders of Designated Preferred Stock prior to such Dividend Payment Date. 

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or 

other property) as may be determined by the Board of Directors or any duly authorized 

committee of the Board of Directors may be declared and paid on any securities, including 

Common Stock and other Junior Stock, from time to time out of any funds legally available for 

such payment, and holders of Designated Preferred Stock shall not be entitled to participate in 

any such dividends. 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution 

or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of 

Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, 

before any distribution of such assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as 

to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount 

per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date 

of payment (such amounts collectively, the "Liquidation Preference"). 

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets 

of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect 

to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable 

with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as 

to such distribution, holders of Designated Preferred Stock and the holders of such other stock 

shall share ratably in any such distribution in proportion to the full respective distributions to 

which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all 

holders of Designated Preferred Stock and the corresponding amounts payable with respect of 

any other stock of the Issuer ranking equally with Designated Preferred Stock as to such 

A-4 09S331-0002-11S1S-NY02 .2693646.7 
distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to 

receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights 

and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, 

including a merger or consolidation in which the holders of Designated Preferred Stock receive 

cash, securities or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all ofthe assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer. 

Section 5. Redemption. 

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock 

may not be redeemed prior to the later of (i) first Dividend Payment Date falling on or after the 

third anniversary of the Original Issue Date; and (ii) the date on which all outstanding shares of 

UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On 

or after the first Dividend Payment Date falling on or after the third anniversary of the Original 

Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking 

Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally 

available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice 

given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the 

Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and 

unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such 

amount) (regardless of whether any dividends are actually declared) to, but excluding, the date 

fixed for redemption. 

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or 

after the third anniversary ofthe Original Issue Date, the Issuer, at its option, subject to the 

approval of the Appropriate Federal Banking Agency and subject to the requirement that all 

outstanding shares of UST Preferred Stock shall previously have been redeemed, repurchased or 

otherwise acquired by the Issuer, may redeem, in whole or in part, at any time and from time to 

time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as 

provided in Section 5( c) below, at a redemption price equal to the sum of (i) the Liquidation 

Amount per share and (ii) except as otherwise provided below, any accrued and unpaid 

dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) 

(regardless of whether any dividends are actually declared) to, but excluding, the date fixed for 

redemption; provided that (x) the Issuer (or any successor by Business Combination) has 

received aggregate gross proceeds of not less than the Minimum Amount (plus the "Minimum 

Amount" as defined in the relevant certificate of designations for each other outstanding series of 

preferred stock of such successor that was originally issued to the United States Department of 

the Treasury (the "Successor Preferred Stock") in connection with the Troubled Asset Relief 

Program Capital Purchase Program) from one or more Qualified Equity Offerings (including 

Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the 

Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this 

paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any 

A-5 

095331"()002·11515·NY02.2693646.7 
successor by Business Combination) from such Qualified Equity Offerings (including Qualified 

Equity Offerings of such successor). 

The redemption price for any shares of Designated Preferred Stock shall be payable on 

the redemption date to the holder of such shares against surrender of the certificate(s) evidencing 

such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a 

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall 

not be paid to the holder entitled to receive the redemption price on the redemption date, but 

rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date 

relating to the Dividend Payment Date as provided in Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any 

mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred 

Stock will have no right to require redemption or repurchase of any shares of Designated 

Preferred Stock. 

(c) Notice of Redemption. Notice of every redemption of shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record of the shares to be redeemed at their respective last addresses appearing on the books of 

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed 

for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed 

to have been duly given, whether or not the holder receives such notice, but failure duly to give 

such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares 

of Designated Preferred Stock designated for redemption shall not affect the validity of the 

proceedings for the redemption of any other shares of Designated Preferred Stock. 

Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry 

form through The Depository Trust Company or any other similar facility, notice of redemption 

may be given to the holders of Designated Preferred Stock at such time and in any manner 

permitted by such facility. Each notice of redemption given to a holder shall state: (1) the 

redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if 

less than all the shares held by such holder are to be redeemed, the number of such shares to be 

redeemed from such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment of the redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro 

rata or in such other manner as the Board of Directors or a duly authorized committee thereof 

may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors 

or a duly authorized committee thereof shall have full power and authority to prescribe the terms 

and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to 

time. If fewer than all the shares represented by any certificate are redeemed, a new certificate 

shall be issued representing the unredeemed shares without charge to the holder thereof. 

(e) Effectiveness of Redemption. Ifnotice of redemption has been duly given and if 

on or before the redemption date specified in the notice all funds necessary for the redemption 

have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares 

called for redemption, with a bank or trust company doing business in the Borough of 

A-6 095331-0002-1 15 1 5-NY02.2693646. 7 
Manhattan, The City of New York, and having a capital and surplus of at least $500 million and 

selected by the Board of Directors, so as to be and continue to be available solely therefor, then, 

notwithstanding that any certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on 

all shares so called for redemption, all shares so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such shares shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the shares so called for redemption shall look only to 

the Issuer for payment of the redemption price of such shares. 

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock 

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred 

Stock). 

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right 

to exchange or convert such shares into any other securities. 

Section 7. Voting Rights. 

(a) General. The holders of Designated Preferred Stock shall not have any voting 

rights except as set forth below or as otherwise from time to time required by law. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on 

the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly 

Dividend Periods or more, whether or not consecutive, the authorized number of directors of the 

Issuer shall automatically be increased by two and the holders ofthe Designated Preferred Stock 

shall have the right, with holders of shares of anyone or more other classes or series of Voting 

Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter 

the "Preferred Directors" and each a "Preferred Director ") to fill such newly created 

directorships at the Issuer's next annual meeting of stockholders (or at a special meeting called 

for that purpose prior to such next annual meeting) and at each subsequent annual meeting of 

stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the 

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been 

declared and paid in full at which time such right shall terminate with respect to the Designated 

Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event 

of each and every subsequent default ofthe character above mentioned; provided that it shall be 

a qualification for election for any Preferred Director that the election of such Preferred Director 

shall not cause the Issuer to violate any corporate governance requirements of any securities 

exchange or other trading facility on which securities of the Issuer may then be listed or traded 

that listed or traded companies must have a majority of independent directors. Upon any 

termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity 

Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be 

A-7 095331·0002·11515·NY02.2693646.7 
qualified as directors, the term of office of all Preferred Directors then in office shall terminate 

immediately and the authorized number of directors shall be reduced by the number of Preferred 

Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or 

without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the 

holders a majority of the shares of Designated Preferred Stock at the time outstanding voting 

separately as a class together with the holders of shares of Voting Parity Stock, to the extent the 

voting rights of such holders described above are then exercisable. If the office of any Preferred 

Director becomes vacant for any reason other than removal from office as aforesaid, the 

remaining Preferred Director may choose a successor who shall hold office for the unexpired 

term in respect of which such vacancy occurred. 

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated 

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required 

by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of 

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or 

by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, 

shall be necessary for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the 

Certificate of Designations for the Designated Preferred Stock or the Charter to authorize 

or create or increase the authorized amount of, or any issuance of, any shares of, or any 

securities convertible into or exchangeable or exercisable for shares of, any class or series 

of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to 

either or both the payment of dividends andlor the distribution of assets on any 

liquidation, dissolution or winding up of the Issuer; 

Oi) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the Certificate of Designations for the Designated Preferred 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7( c )(iii) below, any amendment, alteration or repeal by means of a 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock; or 

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated 

Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or 

other entity, unless in each case (x) the shares of Designated Preferred Stock remain 

outstanding or, in the case of any such merger or consolidation with respect to which the 

Issuer is not the surviving or resulting entity, are converted into or exchanged for 

preference securities of the surviving or resulting entity or its ultimate parent, and (y) 

such shares remaining outstanding or such preference securities, as the case may be, have 

such rights, preferences, privileges and voting powers, and limitations and restrictions 

thereof, taken as a whole, as are not materially less favorable to the holders thereof than 

the rights, preferences, privileges and voting powers, and limitations and restrictions 

thereof, of Designated Preferred Stock immediately prior to such consummation, taken as 

a whole; 

A-8 095331·0002·11515-NY02.2693646.7 
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other 

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or 

issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series 

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other 

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with 

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) 

and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be 

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not 

require the affirmative vote or consent of, the holders of outstanding shares of the Designated 

Preferred Stock. 

(d) Changes after Provision for Redemption. No vote or consent of the holders of 

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the 

time when any such vote or consent would otherwise be required pursuant to such Section, all 

outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have 

been called for redemption upon proper notice and sufficient funds shall have been deposited in 

trust for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting of the holders of Designated Preferred Stock (including, without 

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies 

at such a meeting, the obtaining of written consents and any other aspect or matter with regard to 

such a meeting or such consents shall be governed by any rules of the Board of Directors or any 

duly authorized committee of the Board of Directors, in its discretion, may adopt from time to 

time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, 

and applicable law and the rules of any national securities exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the time. 

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer 

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of 

any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, 

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary. 

Section 9. Notices. All notices or communications in respect of Designated Preferred 

Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, 

postage prepaid, or if given in such other manner as may be permitted in this Certificate of 

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if 

shares of Designated Preferred Stock are issued in book-entry form through The Depository 

Trust Company or any similar facility, such notices may be given to the holders of Designated 

Preferred Stock in any manner permitted by such facility. 

Section lO. No Preemptive Rights. No share of Designated Preferred Stock shall have 

any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or 

options issued or granted with respect thereto, regardless of how such securities, or such 

warrants, rights or options, may be designated, issued or granted. 

A-9 095331-0002-1 15 I 5-NY02.2693646.7 
Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at 

the holder's expense upon surrender of that certificate to the Issuer. The Issuer shall replace 

certificates that become destroyed, stolen or lost at the holder's expense upon delivery to the 

Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, 

together with any indemnity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The shares of Designated Preferred Stock shaII not have any 

rights, preferences, privileges or voting powers or relative, participating, optional or other special 

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the 

Charter or as provided by applicable law. 

A-lO 095331·0002·11S15·NY02.2693646.7 
ANNEX C 

FORM OF WAIVER 

In consideration for the benefits I will receive as a result of my employer's participation in the 

United States Department of the Treasury's T ARP Capital Purchase Program, I hereby 

voluntarily waive any claim against the United States or my employer for any changes to my 

compensation or benefits that are required to comply with the regulation issued by the 

Department ofthe Treasury as published in the Federal Register on October 20,2008. 

I acknowledge that this regulation may require modification of the compensation, bonus, 

incentive and other benefit plans, arrangements, policies and agreements (including so-called 

"golden parachute" agreements) that I have with my employer or in which I participate as they 

relate to the period the United States holds any equity or debt securities of my employer acquired 

through the TARP Capital Purchase Program. 

This waiver includes all claims I may have under the laws of the United States or any state 

related to the requirements imposed by the aforementioned regulation, including without 

limitation a claim for any compensation or other payments I would otherwise receive, any 

challenge to the process by which this regulation was adopted and any tort or constitutional 

claim about the effect of these regulations on my employment relationship. 

095331 -0002-1 0033-NY02 .2690847.9 
ANNEXD 

FORM OF OPINION 

(a) The Company has been duly incorporated and is validly existing as a corporation 

in good standing under the laws of the state of its incorporation. 

(b) The Preferred Shares have been duly and validly authorized, and, when issued and 

delivered pursuant to the Agreement, the 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 issued on the 

Closing Date 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. 

(c) The Warrant has been duly authorized and, when executed and delivered as 

contemplated by the Agreement, 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. 

(d) The shares of Warrant Preferred Stock issuable upon exercise of the Warrant 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) The Company has the corporate power and authority to execute and deliver the 

Agreement and the Warrant and to carry out its obligations thereunder (which includes the 

issuance of the Preferred Shares, Warrant and Warrant Shares). 

(f) The execution, delivery and performance by the Company of the Agreement and 

the Warrant and the consummation of the transactions contemplated thereby have been duly 

authorized by all necessary corporate action on the part ofthe Company and its stockholders, and 

no further approval or authorization is required on the part ofthe Company. 

(g) The Agreement is a valid and 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; provided, however, such 

counsel need express no opinion with respect to Section 4.5(h) or the severability provisions of 

the Agreement insofar as Section 4.5(h) is concerned. 

09533J-0002-J0033-NY02.2690847.9 
095331-0002-10033-NY02.2690847.9 

FORM OF WARRANT 

[SEE ATTACHED] 

ANNEXE 
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 

326.00326 

Shares of Preferred Stock 

of ALARION FINANCIAL SERVICES, INC. 

Issue Date: January 23, 2009 

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

terms shall have the meanings indicated. 

"Board of Directors" means the board of directors of the Company, including any 

duly authorized committee thereof. 

"Business day" means any day except Saturday, Sunday and any day on which 

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

other governmental actions to close. 

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

incorporation, articles of association, or similar organizational document. 

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

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

Alarion Financial Services, Inc. 

UST Seq. No. 378 

1 
"Exchange Ad' 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 Stoc/[' 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 Ad' means the Securities Act of 1933, as amended, or any successor 

statute, and the rules and regulations promulgated thereunder. 

"Shares" has the meaning set forth in Section 2. 

"Warrantholder" has the meaning set forth in Section 2. 

"Warrant" means this Warrant, issued pursuant to the Purchase Agreement. 

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

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

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

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

Alarion Financial Services, Inc. 2 

UST Seq. No. 378 
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 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

3 
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 oflike 

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

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

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

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

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

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

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

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

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

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

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

tenor and representing the right to purchase the same aggregate number of Shares as provided 

for in such lost, stolen, destroyed or mutilated Warrant. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

4 
10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of 

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

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

day that is a business day. 

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

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

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

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

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

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

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

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

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

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

such rule may be amended from time to time, or (B) any successor rule or regulation 

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

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

requirements. 

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

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

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

number of Shares into which this Warrant is exercisable in order to fairly and adequately 

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

principles of the Purchase Agreement and this Warrant, then the Board of Directors shall 

make such adjustments in the application of such provisions, in accordance with such 

essential intent and principles, as shall be reasonably necessary, in the good faith opinion of 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

rights of the Warrantholder. 

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

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

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

Alarion Financial Services, Inc. 

UST Seq. No. 378 

5 
and to be perfonned 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 pennitted 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 tenn 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 fonns attached hereto and Schedule A hereto 

(the tenns 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} 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

6 
[Form of Notice of Exercise] 

Date: ----

TO: ALARION FINANCIAL SERVICES, INC. 

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: I 

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: _______________ _ 

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

Section 3(B) hereof. 

Alarion Financial Services, Inc. 7 

UST Seq. No. 378 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed 

by a duly authorized officer. 

Dated: January 23, 2009 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

COMPANY: ALARION FINANCIAL 

SERVICES, INC. 

By: ____________________ ___ 

Name: Jon M. Kurtz 

Title: Chief Executive Officer 

Attest: 

By: ______________________ __ 

Name: Matthew Ivers 

Title: Chief Financial Officer 

[Signature Page to Warrant] 

8 
Item I 

Name: Alarion Financial Services, Inc. 

Corporate or other organizational form: Corporation 

Jurisdiction of organization: Florida 

Item 2 

Exercise Price:2 $0.01 

Item 3 

Issue Date: January 23, 2009 

Item 4 

Liquidation Amount: $1,000 per share 

Item 5 

SCHEDULE A 

Series of Perpetual Preferred Stock: Fixed Rate Cumulative Perpetual Preferred Stock, 

SeriesB 

Item 6 

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

Treasury: January 23, 2009 

Item 7 

Number of shares of Preferred Stock:3 326.00326 

Item 8 

Company's address: One Northeast First Avenue, Ocala, Florida 34470 

Item 9 

Notice information: Matthew Ivers 

Chief Financial Officer 

Alarion Financial Services, Inc. 

One Northeast First Avenue 

2 $0.01 per share or such greater amoWlt 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. 

Alarion Financial Services, Inc. 

UST Seq. No. 378 

9