(Mutual Entity)

1.15 “Qualifying Portion Percentage” means, with respect to any particular Interest
Period, the percentage obtained by dividing (i) the Increase in QSBL for such Interest Period by
(ii) the aggregate Liquidation Amount of then-outstanding Senior Securities; provided, however,
that the Qualifying Portion Percentage shall never be less than zero.

1.16 “Tax Exempt” means, with respect to a Person, that such Person is exempt from
taxation under the Code.

ARTICLE II
INTEREST AND CPP LENDING INCENTIVE FEE

2.1. The “Applicable Interest Rate” shall be an annual rate and shall be determined as
follows:

(a) With respect to the Initial Interest Period, the Applicable Interest Rate
shall be percent ({_]%).!

(b) With respect to each of the second (2nd) through the tenth (10th) Interest
Periods, inclusive (in each case, the “Current Period”), the Applicable
Interest Rate shall be:

(i) (x) the applicable rate set forth in column “A” of the applicable
table in Section 2.3, based on the Percentage Change in QSBL
between the Interest Period that was two Interest Periods prior to
the Current Period (the “Interest_Reference Period”) and the
Baseline, multiplied by (y) the Qualifying Portion Percentage; plus

(ii) (x) seven and seven-tenths percent (7.7%) (if the Company is not
Tax Exempt) or five percent (5%) (if the Company is Tax Exempt)
multiplied by (y) the Non-Qualifying Portion Percentage.

In each such case, the Applicable Interest Rate shall be determined at the time the
Company delivers a complete and accurate Supplemental Report to Treasury with
respect to the Interest Reference Period.

(c) With respect to the eleventh (11th) through the eighteenth (18th) Interest
Periods, inclusive, and that portion of the nineteenth (19th) Interest Period
prior to, but not including, the four and one half (4'4) year anniversary of
the Original Issue Date, the Applicable Interest Rate shall be:

@ (x) the applicable rate set forth in column “B” of the applicable
table in Section 2.3, based on the Percentage Change in QSBL

' To be completed at Closing using Column “A” of the table contained herein at Section 2.3, based on the
Percentage Change in QSBL between the Baseline and the second calendar quarter preceding the Closing
Date as reported in the Initial Supplemental Report and multiplying such rate by the Qualifying Portion
Percentage.

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(Mutual Entity)

transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is
made upon this Senior Security.

No reference herein to the Agreement and no provision of this Senior Security or
of the Agreement shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Senior Security at the time and place
and at the rate and in the money herein prescribed.

3.4 Denominations; Transfer; Exchange. The Senior Securities are issuable only in
registered form without coupons in minimum denominations of $1,000.00 and integral multiples
of $1,000.00 in excess thereof. As provided in the Agreement, this Senior Security is
transferable by the Holder hereof on the Senior Securities Register maintained by the Company
or its agent, upon surrender of this Senior Security for registration of transfer at the office or
agency of the Company or its agent, accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company duly executed by the Holder hereof or his or her
attorney duly authorized in writing, and thereupon one or more new Senior Securities of
authorized denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be made for any such registration of
transfer, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Senior Security, the
Company and any agent thereof may deem and treat the Holder hereof as the absolute owner
hereof (whether or not this Senior Security shall be overdue and notwithstanding any notice of
ownership or writing hereon made) for the purpose of receiving payment of or on account of the
principal hereof and (subject to the Agreement) interest due hereon and for all other purposes,
and none of the Company or any agent thereof shall be affected by any notice to the contrary.

3.5 No Recourse Against Others. No recourse shall be had for the payment of the
principal of or interest on this Senior Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Agreement or any other Transaction Document,
against any incorporator, shareholder, employee, officer or director, as such, past, present or
future, as such, of the Company or of any successor thereto, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.

3.6 Governing Law.

THE AGREEMENT AND THIS SENIOR SECURITY SHALL EACH BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE
UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND
OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE.

Annex F (Form of Senior Securities - Mutual Entity) (SBLF) Page 10


23. @

(b)

(Mutual Entity)

( (QSBL for the Interest Period — Baseline)

Baseline

) x 100

If the Company is not Tax Exempt, the following table shall be used for
determining the Applicable Interest Rate:

The Applicable Interest Rate shall be:
Column “A” Column “B”
If the Percentage Change in (each of the (11th— 18th, and
QSBL is: 2nd — 10th the first part of the
Interest Periods) 19th, Interest
Periods)
0% or less 1.7% 10.8%
More than 0%, but less than 2.5% 1.7% 1.71%
2.5% or more, but less than 5% 6.2% 6.2%
5% or more, but less than 7.5% 4.6% 4.6%
7.5% or more, but less than 10% 3.1% 3.1%
10% or more 1.5% 1.5%

If the Company is Tax Exempt,

determining the Applicable Interest Rate:

the following table shall be used for

The Applicable Interest Rate shail be:

Column “A”

Column “B”

If the Percentage Change in (each of the (11th — 18th, and
QSBL is: 2nd — 10th the first part of the
Interest Periods) 19th, Interest
Periods)
0% or less 5% TTM%
More than 0%, but less than 2.5% 5% 5%
2.5% or more, but less than 5% 4% 4%
5% or more, but less than 7.5% 3% 3%
7.5% or more, but less than 10% 2% 2%
10% or more 1% 1%

2.4 If the Company consummates a Business Combination, a purchase of loans or a
purchase of participations in loans and the Senior Securities remain outstanding thereafter, then
the Baseline shall thereafter be the “Quarter-End Adjusted Small Business Lending Baseline” set
forth on the Quarterly Supplemental Report (as defined in the Agreement).

2.5 Special Lending Incentive Fee Related to CPP.

If Treasury held Previously

Acquired Securities immediately prior to the Original Issue Date and the Company did not apply
to Treasury to redeem such Previously Acquired Securities prior to December 16, 2010, and if
the Company’s Supplemental Report with respect to the ninth (9th) Interest Period reflects an

Annex F (Form of Senior Securities - Mutua! Entity) (SBLF) Page 7


(Mutual Entity)

between the ninth (9th) Interest Period and the Baseline, multiplied
by (y) the Qualifying Portion Percentage, calculated as of the last
day of the ninth (9th) Interest Period; plus

(ii) (x) ten and eight-tenths percent (10.8%) (if the Company is not
Tax Exempt) or seven percent (7%) (if the Company is Tax
Exempt) multiplied by (y) the Non-Qualifying Portion Percentage,
calculated as of the last day of the ninth (9th) Interest Period.

In such case, the Applicable Interest Rate shall be determined at the time the
Company delivers a complete and accurate Supplemental Report to Treasury with
respect to the ninth (9th) Interest Period.

(d) With respect to (i) that portion of the nineteenth (19th) Interest Period
beginning on the four and one half (42) year anniversary of the Original
Issue Date and (ii) all Interest Periods thereafter, the Applicable Interest
Rate shall be (A) nine percent (9%) if the Company is Tax Exempt or (B)
thirteen and eight tenths percent (13.8%) if the Company is not Tax
Exempt.

(e) Notwithstanding anything herein to the contrary, if the Company fails to
submit a Supplemental Report that is due during any of the second (2nd)
through tenth (10th) Interest Periods on or before the sixtieth (60th) day of
such Interest Period, the Company’s QSBL for the Interest Period that
would have been covered by such Supplemental Report shall be zero (0)
for purposes hereof.

(f) Notwithstanding anything herein to the contrary, but subject to Section
2.1(e) above, if the Company fails to submit the Supplemental Report that
is due during the tenth (10th) Interest Period, the Company’s QSBL for
the shall be zero (0) for purposes of calculating the Applicable Interest
Rate pursuant to Section 2.1(c). The Applicable Interest Rate shall be re-
determined effective as of the first day of the calendar quarter following
the date such failure is remedied, provided it is remedied prior to the four
and one half (41%) anniversary of the Original Issue Date.

(g) Notwithstanding anything herein to the contrary, if the Company fails to
submit any of the certificates required by Sections 3.1(d)(ii) or 3.1(d)(iii)
of Annex C of the Agreement when and as required thereby, the
Company’s QSBL for the shall be zero (0) for purposes of calculating the
Applicable Interest Rate pursuant to Section 2.1(b) or (c) above until such
failure is remedied.

2.2 The “Percentage Change in QSBL” between any given Interest Period and the
Baseline shall be the result of the following formula, expressed as a percentage:

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(Mutual Entity)

ARTICLE HI
OTHER PROVISIONS

3.1 Ranking: Subordination. The indebtedness evidenced by this Senior Security is
senior to Capital Interests and other securities of the Company. The indebtedness evidenced by
this Senior Security is expressly subordinated to (i), if issued by a bank or savings association,
claims of depositors and the Company’s other debt obligations to its general and secured
creditors and (ii), if issued by a Bank Holding Company or a Savings and Loan Holding
Company, senior indebtedness of the Company, in accordance with applicable regulations,
unless, in the case of either (i) or (ii), such debt obligations are expressly made pari passu or
subordinate to the Senior Securities. Each Holder of this Senior Security, by accepting the same
agrees to and shall be bound by such provisions of the Agreement. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Agreement by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.

3.2 Defaults and Remedies. If an Event of Default as provided for in Section 4.1 of
Annex C of the Agreement occurs, then the principal of, interest accrued on, and other
obligations payable under this Senior Security and the Transaction Documents, will immediately
become due and payable. Notwithstanding anything to the contrary herein or in the Agreement,
other than Annex C, Section 4.2 of the Agreement, there is no right of acceleration for any
default, including a default in the payment of principal or interest or the performance of any
other covenant or obligation by the Company under this Senior Security or the Agreement.
Whenever interest payable on this Senior Security has not been paid for one or more Interest
Periods, the Company shall be subject to certain obligations and restrictions (including, without
limitation, restrictions on repurchases of, and payment of interest on, its securities), and the
Holder of this Senior Security shall have certain rights (including, without limitation, the right to
elect directors under certain circumstances), all as set forth in the Agreement.

3.3. Amendment and Waiver. Except as set forth in Section 3.1(d)(v) of Annex C
of the Agreement, no amendment, modification, termination or waiver of any provision of the
Agreement, the Senior Securities or any of the other Transaction Documents, or consent to any
departure by the Company therefrom, shall be effective unless made in writing and signed by an
officer or a duly authorized representative of the Company and in the case of the Senior
Securities, the Majority Holders; provided that no amendment, modification, termination or
waiver with respect to the Senior Securities shall, unless in writing and signed by all Holders, do
any of the following: (A) change the principal of or the rate of interest on any Senior Security;
(B) extend any. date fixed for any payment of principal or interest; (C) change the definition of
the terms “Holders” or “Majority Holders” or the percentage of Holders which shall be required
for Holders to take any action hereunder; or (D) consent to the assignment, delegation or other
transfer by the Company of any of its rights and obligations under any Transaction Documents.

Any such consent or waiver by the Holder of this Senior Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Senior Security and
of any Senior Security issued in exchange herefor or in place hereof (whether by registration of

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(Mutual Entity)

ANNEX F
FORM OF SENIOR SECURITIES

THIS SENIOR SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
MINIMUM DENOMINATIONS OF $1,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF SUCH SECURITIES IN A
DENOMINATION OF LESS THAN $1,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO
BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH SECURITIES, AND SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO_ INTEREST
WHATSOEVER IN SUCH SECURITIES.

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND THE
SECRETARY OF THE TREASURY (THE “AGREEMENT”), WHICH IS INCORPORATED
INTO THIS SENIOR SECURITY.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANY OTHER
GOVERNMENTAL AGENCY.

THIS SECURITY IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT, AS TO
PRINCIPAL, INTEREST AND PREMIUM, TO ALL CLAIMS AGAINST THE COMPANY
HAVING THE SAME PRIORITY AS SAVINGS ACCOUNT HOLDERS OR OTHER
DEPOSITORS, OR ANY HIGHER PRIORITY, INCLUDING GENERAL AND SECURED
CREDITORS OF THE COMPANY. THIS OBLIGATION IS NOT SECURED BY THE
COMPANY’S ASSETS OR THE ASSETS OF ANY OF ITS AFFILIATES.

THE FOLLOWING NOTICES ARE APPLICABLE IF THE COMPANY IS A DEPOSITORY
INSTITUTION: THIS OBLIGATION IS NOT ELIGIBLE AS COLLATERAL FOR ANY
LOAN BY THE COMPANY. PURSUANT TO 12 U.S.C. 1831o(h), THE COMPANY MAY
NOT MAKE ANY PAYMENT OF PRINCIPAL OR INTEREST ON THIS OBLIGATION
BEGINNING 60 DAYS AFTER BECOMING CRITICALLY UNDERCAPITALIZED,
UNLESS THE FEDERAL DEPOSIT INSURANCE CORPORATION HAS MADE AN
EXCEPTION PURSUANT TO 12 U.S.C. 18310(h)(2)(B).

THIS SECURITY HAS 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 THIS SECURITY IS NOTIFIED THAT THE SELLER MAY BE RELYING

Annex F (Form of Senior Securities - Mutual Entity) (SBLF) Page 1


(Mutual Entity)

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this
Senior Security to:

(Assignee’s social security or tax
identification number)

(Address and zip code of assignee)

and irrevocably appoints agent to transfer this Senior Security on the books

of the Company. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Senior Security)

Signature Guarantee:

[Signature must be guaranteed by an “eligible
guarantor institution” that is a bank,
stockbroker, savings and loan association or
credit union meeting the requirements of the
Registrar, which requirements include
membership or participation in the Securities
Transfer Agents Medallion Program
(“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act
of 1934, as amended.] :

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(Mutual Entity)

3.9 Abbreviations. The following abbreviations, when used in this Senior Security,
shall be construed as though they were written out in full according to applicable laws or
regulations:

TEN CON --as tenants in common

TEN ENT ~as tenants in the entireties

JT TEN — as joint tenants with right of survival

UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants
Additional abbreviations may also be used though not in the above list.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
this day of :

[NAME OF COMPANY]
By:
Name:
Title:
Attest:
By:
Name:
Title:

‘Annex F (Form of Senior Securities - Mutual Entity) (SBLF) Page 11


(Mutual Entity)

amount of Qualified Small Business Lending that is less than or equal to the Baseline (or if the
Company fails to timely file a Supplemental Report with respect to the ninth (9th) Interest
Period), then beginning on ? and on all Interest Payment Dates thereafter
ending on > the Company shall pay to the Holders of Senior Securities, a fee
equal to 0.775% (if the Company is not Tax Exempt) or 0.5% (if the Company is Tax Exempt) of
the face amount of each debenture representing a Senior Security (“CPP Lending Incentive
Fee”).

2.6 Payment. Interest shall be payable on the outstanding principal amount of this
Senior Security until the principal hereof shall have been paid or duly provided for, compounded
quarterly, and on any overdue principal and on any overdue installment of interest (without
duplication and to the extent payment of such interest is enforceable under applicable law), all at
a rate per annum equal to the Applicable Interest Rate in effect with respect to each Interest
Period, as follows:

(a) for each Interest Period other than the Initial Interest Period, quarterly in
arrears on each Interest Payment Date; and

(b) for the Initial Interest Period, on the first such Interest Payment Date to
occur at least twenty (20) calendar days after the Original Issue Date, based on the actual number
of days elapsed from the Original Issue Date to the last day of the Initial Interest Period
(inclusive).

In the event that any Interest Payment Date would otherwise fall on a day that is not a
Business Day, the Interest payment due on that date will be postponed to the next day that is a
Business Day and no additional Interest will accrue as a result of that postponement. For
avoidance of doubt, “payable quarterly in arrears” means that, with respect to any particular
Interest Period, Interest begins accruing on the first day of such Interest Period and are payable
on the first day of the next Interest Period.

The amount of Interest payable on this Senior Security shall be computed on the basis of
a 360-day year consisting of four 90-day quarters.

2.7. Method of Payment. The principal of this Senior Security shall be payable upon
surrender hereof and interest on this Senior Security shall be payable at the office or agency of
the Company or an agent appointed for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest shall be made by the Company to the Holders of this
Senior Security entitled thereto as shown on the Senior Securities Register by wire transfer of
immediately available funds to any account with a banking institution located in the United
States designated by such Holder no later than the related regular record date.

? Insert first day of calendar quarter immediately following the fifth anniversary of the closing of the
Company’s CPP investment.

3 Insert first day of calendar quarter immediately following four and one-half years after the Closing Date.

Annex F (Form of Senior Securities - Mutual Entity) (SBLF) Page &


(Mutual Entity)

@ if the Company or the applicable IDI Subsidiary is a bank, by subtracting
(A) the aggregate dollar amount of recoveries reflected on line RIAD4605 of its Call Reports for
such quarters from (B) the aggregate dollar amount of charge-offs reflected on line RIAD4635 of
its Call Reports for such quarters (without duplication as a result of such dollar amounts being
reported on a year-to-date basis); or

(ii) if the Company or the applicable IDI Subsidiary is a thrift, by subtracting
(A) the sum of the aggregate dollar amount of recoveries reflected on line VA140 of its Call
Reports for such quarters and the aggregate dollar amount of adjustments reflected on line
VA150 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs
reflected on line VA160 of its Call Reports for such quarters.

1.5 “CPP Lending Incentive Fee” has the meaning set forth in Section 2.5.

1.6 “Current Period” has the meaning set forth in Section 2.1(b).

1.7 “Increase in QSBL” means:

(i) with respect to the Initial Interest Period, the difference obtained by
subtracting (A) the Baseline from (B) QSBL set forth in the Initial Supplemental Report (as
defined in the Agreement); and

(ii) with respect to each subsequent Interest Period, the difference obtained by
subtracting (A) the Baseline from (B) QSBL for the Interest Reference Period for the Current
Period.

1.8 “Initial Interest Period” has the meaning set forth in the definition of “Interest
Period”.

1.9 “Interest Payment Date” means January 1, April 1, July 1, and October 1 of each
year.

1.10 “Interest Period” means the period from and including any Interest Payment Date
to, but excluding, the next Interest Payment Date; provided, however, the Initial Interest Period
shall be the period from and including the Original Issue Date to, but excluding, the next Interest
Payment Date (the “Initial Interest Period”).

1.11 “Non-Qualifying Portion Percentage” means, with respect to any particular
Interest Period, the percentage obtained by subtracting the Qualifying Portion Percentage from
one (1).

1.12 “Original Issue Date” means the date on which Senior Securities are first issued.
1.13 “Percentage Change in QSBL” has the meaning set forth in Section 2.2.

1.14 “Qualified Small Business Lending” or “QSBL” means, with respect to any
particular Interest Period, the “Quarter-End Adjusted Qualified Small Business Lending” for
such Interest Period set forth in the applicable Supplemental Report.

Annex F (Form of Senior Securities - Mutual Entity) (SBLF) Page 4


(Mutual Entity)

[NAME OF COMPANY]

ISSUANCE DATE:

SENIOR SECURITY DUE 202__
(Adjustable Rate)

[Company], a [corporation] [bank] [savings association] organized in mutual
form under the laws of [__] (the “Company,” which term includes any permitted successor
thereto), for value received, hereby promises to pay to the order of the Secretary of the Treasury
or registered assigns, by wire transfer, the principal sum of $
( Dollars) on , 202__ (the “Maturity Date”) (or any earlier
redemption date or date of acceleration of the Maturity Date) and to pay, in accordance herewith,
(A) interest on the outstanding principal amount of this Senior Security Due 202__ (this “Senior
Security”); and (B) if applicable, CPP Lending Incentive Fees.

This Senior Security is one of the Senior Securities referred to in the Securities Purchase
Agreement, dated as of (as amended, modified or restated from time to time, the
“Agreement”), by and among the Company and the Secretary of the Treasury, as the initial
Investor (the “Treasury”). The Senior Security is entitled to the benefits of the Agreement and is
subject to all of the agreements, terms and conditions contained therein, all of which are
incorporated herein by this reference. This Senior Security may be redeemed, in whole or in
part, in accordance with the terms and conditions set forth in the Agreement.

Capitalized terms used in this Senior Security are defined in the Agreement, unless
otherwise expressly stated herein.

ARTICLE I
DEFINITIONS

1.1 “Applicable Interest Rate” has the meaning set forth in Section 2.1 herein.

1.2 “Baseline” means the “Initial Small Business Lending Baseline” set forth on the
Initial Supplemental Report (as defined in the Agreement), subject to adjustment pursuant to
Section 2.1 herein.

1.3. “Business Combination” means a merger, consolidation, conversion or similar
transaction that requires the approval of the Company’s Members.

14  “Charge-Offs” means the net amount of loans charged off by the Company or, if
the Company is a Bank Holding Company or a Savings and Loan Holding Company, by the IDI
Subsidiary(ies) during quarters that begin on or after the Signing Date, determined as follows:

Annex F (Form of Senior Securities — Mutual Entity) (SBLF) Page 3



(Mutual Entity)

ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER (THE “144A EXEMPTION”). IF ANY TRANSFEREE OF THIS
SECURITY IS ADVISED BY THE TRANSFEROR THAT SUCH TRANSFEROR IS
RELYING ON THE 1444 EXEMPTION, SUCH TRANSFEREE, 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 OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY
THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 1444 UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE
COMPANY 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 THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF THE AGREEMENT, A COPY OF WHICH IS ON FILE WITH
THE COMPANY. THIS SECURITY 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.

Annex F (Form of Senior Securities - Mutual Entity) (SBLF) Page 2