(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 1

ANNEX F

FORM OF EQUITY EQUIVALENT SECURITIES

THIS 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 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 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. THIS OBLIGATION IS NOT ELIGIBLE AS

COLLATERAL FOR ANY LOAN BY THE COMPANY.

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

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
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 2

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.
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 3

[NAME OF COMPANY]

ISSUANCE DATE: _________

$___________

EQUITY EQUIVALENT SECURITY DUE 2019

[Company], a [State] [_______________] (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 _________________, 2019 (the “Maturity

Date”) (or any earlier redemption date or date of acceleration of the Maturity Date) and to pay, in

accordance herewith, interest on the outstanding principal amount of this Equity Equivalent

Security Due 2019 (this “EQ2 Security”); provided, however, that the Company may elect to

extend the Maturity Date to _____________, 2021 by delivering written notice of such election

to Treasury at least [__] days prior to the Maturity Date set forth above.

This EQ2 Security is one of the EQ2 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 EQ2 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 EQ2 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 EQ2 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 “Initial Interest Period” has the meaning set forth in the definition of “Interest

Period”.

1.3 “Interest Payment Date” means January 1, April 1, July 1, and October 1 of each

year.

1.4 “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”).

1.5 “Original Issue Date” means the date on which EQ2 Securities are first issued.
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 4

ARTICLE II

INTEREST

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

follows:

(a) With respect to (A) the Initial Interest Period, (B) each of the second (2nd)

through the thirty-second (32nd) Interest Periods, inclusive, and (C) that

portion of the thirty-third (33rd) Interest Period prior to, but not including,

the eight (8) year anniversary of the Original Issue Date, the Applicable

Interest Rate shall be two percent (2%).

(b) With respect to (A) that portion of the thirty-third (33rd) Interest Period

beginning on the eight (8) year anniversary of the Original Issue Date and

(B) all Interest Periods thereafter, the Applicable Interest Rate shall be

nine percent (9%).

2.2 Payment. Interest shall be payable on the outstanding principal amount of this

EQ2 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 EQ2 Security shall be computed on the

basis of a 360-day year consisting of four 90-day quarters.

2.3 Method of Payment. The principal of this EQ2 Security shall be payable upon

surrender hereof and interest on this EQ2 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
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 5

EQ2 Security entitled thereto as shown on the EQ2 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 EQ2 Security is

subordinated and subject in right of payment to the prior payment in full of all claims of all

amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date

of this Agreement or thereafter incurred, and ranks pari passu with other Equity Equivalents,

except for Junior Equity Equivalents, to which it is senior. Each Holder of this EQ2 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 EQ2 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 EQ2 Security or the Agreement.

Whenever interest payable on this EQ2 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 or dividends on, its securities),

and the Holder of this EQ2 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)(vi) of Annex C of

the Agreement, no amendment, modification, termination or waiver of any provision of the

Agreement, the EQ2 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 EQ2 Securities,

the Majority Holders; provided that for so long as the EQ2 Securities are outstanding, Treasury

may at any time and from time to time unilaterally amend Section 3.1(e) of the Agreement to the

extent Treasury deems necessary, in its sole discretion, to comply with, or conform to, any

changes after the Signing Date in any federal statutes, any rules and regulations promulgated

thereunder and any other publications or interpretative releases of the Fund governing CDFIs,

including, without limitation, any changes in the criteria for certification as a CDFI by the Fund;

provided, further, that, notwithstanding anything else in Section 7.3 of the Agreement, no

amendment, modification, termination or waiver with respect to the EQ2 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 EQ2 Security; (B) extend any date fixed for any payment of principal or
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 6

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) amend or waive Section 7.3 of the Agreement or the definitions of the terms used in

Section 7.3 of the Agreement insofar as the definitions affect the substance of Section 7.3 of the

Agreement; (E) 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 EQ2 Security shall be

conclusive and binding upon such Holder and upon all future Holders of this EQ2 Security and

of any EQ2 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 EQ2 Security.

No reference herein to the Agreement and no provision of this EQ2 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 EQ2 Security at the time and place and

at the rate and in the money herein prescribed.

3.4 Denominations; Transfer; Exchange. The EQ2 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 EQ2 Security is transferable

by the Holder hereof on the EQ2 Securities Register maintained by the Company or its agent,

upon surrender of this EQ2 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 EQ2 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 EQ2 Security, the

Company and any agent thereof may deem and treat the Holder hereof as the absolute owner

hereof (whether or not this EQ2 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 EQ2 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.
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 7

3.6 Governing Law. THE AGREEMENT AND THIS EQ2 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.

3.7 Abbreviations. The following abbreviations, when used in this EQ2 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:
(CDLF)

Annex F (Form of Equity Equivalent Securities – CDLF) (SBLF) Page 8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this EQ2

Security to:

____________________________________

(Assignee’s social security or tax

identification number)

____________________________________

(Address and zip code of assignee)

and irrevocably appoints ________________ agent to transfer this EQ2 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 EQ2 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.]