(Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 1

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. 1831o(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 

ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 2

RULE 144A THEREUNDER (THE “144A EXEMPTION”). IF ANY TRANSFEREE OF THIS 

SECURITY IS ADVISED BY THE TRANSFEROR THAT SUCH TRANSFEROR IS 

RELYING ON THE 144A 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 144A 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. 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 3

[NAME OF COMPANY] 

ISSUANCE DATE: _________ 

$___________ 

SENIOR SECURITY DUE 202__ 

(Adjustable Rate) 

[Company], a [State corporation] (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, statutory share exchange 

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

 1.4 “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: 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 4

 (i) 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. 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 5

 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.

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 ([__]%).1

(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 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%) 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 (41⁄2) year anniversary of 

the Original Issue Date, the Applicable Interest Rate shall be: 

(i) (x) the applicable rate set forth in column “B” of the table in 

Section 2.3, based on the Percentage Change in QSBL 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 

 

1

 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. 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 6

(ii) (x) ten and eight-tenths percent (10.8%) multiplied by (y) the NonQualifying 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 (A) that portion of the nineteenth (19th) Interest Period 

beginning on the four and one half (41⁄2) year anniversary of the Original 

Issue Date and (B) all Interest Periods thereafter, the Applicable Interest 

Rate shall be thirteen and eight tenths percent (13.8%). 

(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 redetermined 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 (41⁄2) 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 Qualified Lending” between any given Interest Period 

and the Baseline shall be the result of the following formula, expressed as a percentage: 

( (QSBL for the Interest Period – Baseline) ) x 100 

Baseline 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 7

 

 2.3 The following table shall be used for determining the Applicable Interest Rate: 

 The Applicable Interest Rate shall be:

If the Percentage Change in 

Qualified Lending is: 

Column “A” 

(each of the 

2nd – 10th 

Interest Periods) 

Column “B” 

(11th – 18th, and 

the first part of the 

19th, Interest 

Periods) 

0% or less 7.7% 10.8% 

More than 0%, but less than 2.5% 7.7% 7.7% 

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% 

 

 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 

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 [_____________]2 and on all Interest Payment Dates thereafter 

ending on [___________],3 the Company shall pay to the Holders of Senior Securities, a fee 

equal to 0.775% 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 

 

2

 Insert Interest Payment Date immediately following the fifth anniversary of the closing of the 

Company’s CPP investment. 

3

 Insert Interest Payment Date immediately following four and one-half years after the Closing Date. 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 8

 (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. 

ARTICLE III 

OTHER PROVISIONS 

3.1 Ranking; Subordination. The indebtedness evidenced by this Senior Security is 

senior to the Common Stock and all other series or classes of capital stock, whether or not 

designated, issued or outstanding. 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 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 9

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 dividends 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 

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 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 10

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. 

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: 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 11

Attest: 

By: ____________________________________ 

Name: 

Title: 
 (Subchapter S Corporation) 

Annex F (Form of Senior Securities – Subchapter S Corporation) (SBLF) Page 12

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.]