exv10w20





Exhibit 10.20


STANDBY PURCHASE AGREEMENT




     This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of                                         , 2009, is by
and among PVF Capital Corp., an Ohio corporation (the “Company”), and                                          (a
“Standby Purchaser”).



WITNESSETH:




     WHEREAS, the Company proposes pursuant to the Registration Statement (as defined herein), to
commence an offering to holders of its common stock (the “Common Stock”) of record as of the close
of business on                                         , [2009] (the “Record Date”), of non-transferable rights (the
“Rights”) to subscribe for and purchase additional shares of Common Stock (the “New Shares”) at a
subscription price of $                                         per share for an aggregate offering amount of up to
$                                         million (the “Subscription Price” and, such offering, the “Rights Offering”); and



     WHEREAS, pursuant to the Rights Offering, the Company will distribute to each of its
shareholders of record as of the Record Date, at no charge, one Right for each share of Common
Stock held by such shareholders as of the Record Date, and each Right will entitle the holder to
purchase, for each share of Common Stock owned as of the Record Date, New Shares at the
Subscription Price (the “Basic Subscription Privilege”); and



     WHEREAS, each holder of Rights who exercises in full its Basic Subscription Privilege will be
entitled to subscribe for additional shares of Common Stock not otherwise purchased pursuant to the
exercise of the Basic Subscription Privileges up to the total number of New Shares, at the
Subscription Price (the “Over-Subscription Privilege”); and



     WHEREAS, in order to facilitate the Rights Offering, the Company has requested the Standby
Purchaser (as defined herein) to agree, and the Standby Purchaser has agreed, (a) to acquire from
the Company, at the Subscription Price, up to
                                         shares of Common Stock (the “Standby
Offering” and, together with the Rights Offering, the “Stock Offerings”) and (b) if the Standby
Purchaser is an existing shareholder, to exercise its Basic Subscription Privilege in full and not
to exercise its Over-Subscription Privilege; and



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and
other good and valuable consideration, the parties hereto, intending to be legally bound hereby,
agree as follows:



     Section 1. Certain Other Definitions. The following terms used herein shall have the
meanings set forth below:



     “Additional Shares” shall have the meaning set forth in Section 2(b) hereof.



     “Affiliate” shall mean an affiliate (as defined in Rule 12b-2 under the Exchange Act) of such
Standby Purchaser; provided that such Standby Purchaser or any of its affiliates exercises
investment authority, including, without limitation, with respect to voting and dispositive rights
with respect to such affiliate.



     “Agent” shall have the meaning set forth in Section 5(f) hereof.



     “Agreement” shall have the meaning set forth in the preamble hereof.



     “Basic Shares” shall have the meaning set forth in Section 2(b) hereof.



     “Basic Subscription Privilege” shall have the meaning set forth in the recitals hereof.



     “Board” shall mean the Board of Directors of the Company.



     “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which banks are
generally closed in the State of Ohio.



     “Closing” shall mean the closing of the purchases described in Section 2 hereof, which shall
be held at the offices of Kilpatrick Stockton LLP in Washington, D.C., at 10:00 a.m., Eastern Time,
on the Closing Date or at such other place and time as shall be agreed upon by the parties hereto.



 









 





     “Closing Date” shall mean the date of the Closing.



     “Commission” shall mean the United States Securities and Exchange Commission, or any successor
agency thereto.



     “Common Stock” shall have the meaning set forth in the recitals hereof.



     “Company” shall have the meaning set forth in the preamble hereof.



     “Cure Period” shall have the meaning set forth in Section 8(a) hereof.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission thereunder.



     “Market Adverse Effect” shall have the meaning set forth in Section 7(a)(iii) hereof.



     “Material Adverse Effect” shall mean a material adverse effect on the financial condition, or
on the earnings, financial position, operations, assets, results of operations or business of the
Company and its subsidiaries taken as a whole; provided that the meaning shall exclude any changes
from general economic, industry, market or competitive conditions or changes in laws, rules or
regulations generally affecting Persons in the Company’s industry.



     “New Shares” shall have the meaning set forth in the recitals hereof.



     “Non-Disclosure Agreement” shall have the meaning set forth in Section 12 hereof.



     “Over-Subscription Privilege” shall have the meaning set forth in the recitals hereof.



     “Person” shall mean an individual, corporation, partnership, association, joint stock company,
limited liability company, joint venture, trust, governmental entity, unincorporated organization
or other legal entity.



     “Pro Rata Share” shall mean, with respect to each shareholder of the Company as of the Record
Date, such shareholder’s ownership percentage of all issued and outstanding Common Stock as of the
Record Date.



     “Prospectus” shall mean the final Prospectus, including any information relating to the Rights
Offering, including the Rights and the underlying shares of Common Stock, and the additional shares
of Common Stock to be offered and sold in the Standby Offering, that is filed with the Commission
pursuant to Rule 424(b) and deemed by virtue of Rule 430A of the Securities Act to be part of such
registration statement, each as amended, for use in connection with the issuance of the Rights and
the Rights Offering.



     “Record Date” shall have the meaning set forth in the recitals hereof.



     “Rights” shall have the meaning set forth in the recitals hereof.



     “Rights Offering” shall have the meaning set forth in the recitals hereof.



     “Rights Offering Expiration Date” shall mean                                         , 2010, provided that the Company
shall have the option to extend the Rights Offering, for any reason, until                                         , 2010.



     “Registration Statement” shall mean the Company’s Registration Statement on Form S-1
(Commission File No. 333-163037) initially filed with the Commission on November 12, 2009, together
with all exhibits thereto and any prospectus supplement relating to the Rights and the underlying
shares of Common Stock, and the additional shares of Common Stock to be offered and sold in the
Standby Offering, that is filed with the Commission and deemed by virtue of Rule 430A of the
Securities Act to be part of such registration statement, each as amended, pursuant to which the
Rights and underlying shares of Common Stock have been registered pursuant to the Securities Act.



     “Securities” shall mean the New Shares and Additional Shares that are purchased by the Standby
Purchaser pursuant to Section 2(a) hereof.



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     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder.



     “Standby Offering” shall have the meaning set forth in the recitals hereof.



     “Standby Purchasers” shall mean the Standby Purchaser and certain other parties with whom the
Company has entered into Standby Purchase Agreements that are substantially similar to this
Agreement, except as described herein.



     “Stock Offerings” shall have the meaning set forth in the recitals hereof.



     “Subscription Agent” shall have the meaning set forth in Section 6(a)(iv) hereof.



     “Subscription Price” shall have the meaning set forth in the recitals hereof.



     “Termination Notice” shall mean a notice from the Company indicating that the Board, in the
exercise of its good faith judgment, has determined to terminate or suspend indefinitely the Rights
Offering contemplated hereby.



     “Unsubscribed Shares” shall have the meaning set forth in Section 2(a) hereof.



     Section 2. Standby Purchase Commitment.



     (a) The Standby Purchaser hereby agrees to purchase from the Company, and the Company hereby
agrees to sell to the Standby Purchaser, at the Subscription Price,
up to _________ shares of
Common Stock that remain available for issuance in the Stock Offerings after the issuance of all
shares of Common Stock validly subscribed for through the exercise of Rights, including the
exercise of all Over-Subscription Privileges, in the Rights Offering (such remaining shares being
hereinafter referred to as the “Unsubscribed Shares”).



     If the Standby Purchaser is an existing shareholder, the Standby Purchaser hereby agrees (i)
to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at
the Subscription Price, all of the New Shares that will be available for purchase by the Standby
Purchaser pursuant to its Basic Subscription Privilege (“Basic Shares”) and (ii) the Standby
Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the
Over-Subscription Privilege to which such Standby Purchaser and its Affiliates would otherwise be
entitled in the Rights Offering.



     (b) In the event there is not a sufficient number of Unsubscribed Shares remaining upon
completion of the Rights Offering (including the exercise of all Over-Subscription Privileges) to
allow the Standby Purchaser to purchase at least
                     shares pursuant to Section 2(a) (the
“Minimum Shares”), subject to the maximum number of shares of Common Stock being offered for sale
in the Stock Offerings as set forth in the Registration Statement, the Standby Purchaser hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby
Purchaser, at the Subscription Price and otherwise in accordance with this Agreement, sufficient
additional shares so that the Standby Purchaser shall have purchased the Minimum Shares. The
shares to be issued and sold to the Standby Purchaser (other than the New Shares purchased by the
Standby Purchaser) in order that the Standby Purchaser may purchase the Minimum Shares are
hereinafter referred to as the “Additional Shares.” Provided, however, that in no event shall the
Standby Purchaser be entitled to purchase Additional Shares in excess of the number of shares of
Common Stock that would result in the Standby Purchaser becoming a beneficial owner (within the
meaning of Section 13(d)(3) of the Exchange Act) of                     % of the issued and outstanding shares
of Common Stock after giving effect to the Stock Offerings.



     (c) Payment of the Subscription Price for the Securities shall be made to the Company by the
Standby Purchaser, on the Closing Date, against delivery of the Securities to the Standby
Purchaser, in United States dollars by means of certified or cashier’s checks, bank drafts, money
orders or wire transfers.



     (d) The Standby Purchaser and the Company acknowledge and agree that the Company has entered
into, or contemplates entering into, one or more other Standby Purchase Agreements with certain
other parties on terms substantially similar to this Agreement, except that they may provide for
the purchase of a different number of Basic Shares, a different maximum number of Unsubscribed
Shares and a different number of Minimum Shares. The Unsubscribed Shares available for issuance to
the Standby Purchasers and any Additional Shares that the Company



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shall have elected to issue shall be allocated (to the extent any allocation thereof is
necessary) as nearly as possible on a pro rata basis among the Standby Purchasers based upon the
number of Securities subscribed for by each such Standby Purchaser, after giving effect to the
limitation set forth in Section 2(b).



     Section 3. Representations and Warranties of the Company. The Company represents and
warrants to the Standby Purchaser as follows:



     (a) The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Ohio and has all requisite corporate power and authority to carry on its
business as now conducted.



     (b) This Agreement has been duly and validly authorized, executed and delivered by the Company
and constitutes a binding obligation of the Company enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).



     (c) The Registration Statement was declared effective by the Commission on [                    ]
and no stop order has been issued with respect thereto and no proceedings therefore have been
initiated or, to the knowledge of the Company, threatened by the Commission, and any request on the
part of the Commission for additional information has been complied with. On the effective date,
the Registration Statement complied in all material respects with the requirements of the
Securities Act and did not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading. On the Closing Date, the Registration Statement and the Prospectus will not include an
untrue statement of a material fact nor omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the representations and warranties in this
subsection shall not apply to statements in or omissions from the Registration Statement or the
Prospectus made in reliance upon and in conformity with the information furnished to the Company in
writing by the Standby Purchaser for use in the Registration Statement or in the Prospectus.



     (d) All of the Securities and New Shares will have been duly authorized for issuance prior to
the Closing, and, when issued and distributed as set forth in the Prospectus, will be validly
issued, fully paid and non-assessable; and none of the Securities or New Shares will have been
issued in violation of the preemptive rights of any security holders of the Company arising as a
matter of law or under or pursuant to the Company’s First Amended and Restated Articles of
Incorporation, Amended and Restated Bylaws or Amended and Restated Code of Regulations, or any
material agreement or instrument to which the Company is a party or by which it is bound.



     Section 4. Representations and Warranties of the Standby Purchaser. The Standby
Purchaser represents and warrants to the Company as follows:



     (a)(i) If the Standby Purchaser is an individual, he or she has full power and authority to
perform his or her obligations under this Agreement.



     (ii) If the Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of its jurisdiction of
incorporation, with corporate power and authority to perform its obligations under this Agreement.



     (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of
the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and
to perform the obligations of the Standby Purchaser under this Agreement.



     (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby
Purchaser is a partnership or limited liability company duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation or organization, with full power
and authority to perform its obligations under this Agreement.



     (b) The Standby Purchaser is acquiring his Securities for his own account, with the intention
of holding the Securities for investment and with no present intention of participating, directly
or indirectly, in a distribution of the



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Securities; and he will not make any sale, transfer or other disposition of the Securities for
a period of one year from the Closing Date.



     (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and
based upon his knowledge and experience in financial and business matters, he is familiar with the
investments of the type that he is undertaking to purchase; he is fully aware of the problems and
risks involved in making an investment of this type; and he is capable of evaluating the merits and
risks of this investment. The Standby Purchaser acknowledges that, prior to executing this
Agreement, he has had the opportunity to ask questions of and receive answers or obtain additional
information from a representative of the Company concerning the financial and other affairs of the
Company.



     (d) This Agreement has been duly and validly authorized, executed and delivered by such
Standby Purchaser and constitutes a binding obligation of such Standby Purchaser enforceable
against him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies
generally, and subject, as to enforceability, to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity).



     (e) None of the Standby Purchasers are affiliates (within the meaning of Rule 405 of the
Securities Act) of one another, are not acting in concert and are not members of a group (within
the meaning of Section 13(d)(3) of the Exchange Act) and have no current intention to act in the
future in a manner that would make them members of such a group.



     (f) The Standby Purchaser hereby acknowledges that the Company has retained Stifel, Nicolaus &
Company, Incorporated to serve as the Agent (the “Agent”) in connection with the Rights Offering,
pursuant to which the Agent will receive customary fees for each share of Common Stock sold in the
Stock Offerings. Further, the Agent shall be entitled to rely and have the benefit of, as a third-party beneficiary, the representations, warranties, agreements, covenants and other provisions
of this Agreement, including any opinions of counsel to be delivered pursuant to this Agreement (in each case related to the Standby Purchaser).



     Section 5. Deliveries at Closing.



     (a) At the Closing, the Company shall deliver to the Standby Purchaser a certificate or
certificates representing the number of shares of Common Stock issued to the Standby Purchaser
pursuant to Section 2 hereof.



     (b) At the Closing, the Standby Purchaser shall deliver to the Company payment in an amount
equal to the Subscription Price multiplied by the Securities purchased by such Standby Purchaser,
as set forth in Section 2(c) hereof.



     Section 6. Covenants.



     (a) Covenants. The Company agrees as follows between the date hereof and the earlier
of the Closing Date or the effective date of any termination pursuant to Section 8 hereof:




     (i) To use commercially reasonable efforts to effectuate the Rights Offering;




     (ii) As soon as reasonably practicable after the Company is advised or obtains
knowledge thereof, to advise the Standby Purchaser with a confirmation in writing, of (A)
the time when the Prospectus or any amendment or supplement thereto has been filed, (B) the
issuance by the Commission of any stop order, or of the initiation or threatening of any
proceeding, suspending the effectiveness of the Registration Statement or any amendment
thereto or any order preventing or suspending the use of any preliminary prospectus or the
Prospectus or any amendment or supplement thereto, (C) the issuance by any state securities
commission of any notice of any proceedings for the suspension of the qualification of the
New Shares for offering or sale in any jurisdiction or of the initiation, or the
threatening, of any proceeding for such purpose, (D) the receipt of any comments from the
Commission directed toward the Registration Statement or any document incorporated therein
by reference, and (E) any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional information.
The Company will use its commercially reasonable efforts to prevent the issuance of any such
order or the imposition of any such suspension and, if any such order is issued or
suspension is imposed, to obtain the withdrawal thereof as promptly as possible;



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     (iii) To operate the Company’s business in the ordinary course of business consistent
with past practice;




     (iv) To notify, or to cause the subscription agent for the Rights Offering (the
“Subscription Agent”) to notify, on each Friday during the exercise period of the Rights, or
more frequently if reasonably requested by the Standby Purchaser, the Standby Purchaser of
the aggregate number of Rights known by the Company or the Subscription Agent to have been
exercised pursuant to the Rights Offering as of the close of business on the preceding
Business Day or the most recent practicable time before such request, as the case may be;




     (v) Not to issue any shares of capital stock of the Company, or options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights, securities
convertible into or exchangeable for capital stock of the Company, or other agreements or
rights to purchase or otherwise acquire capital stock of the Company, except for shares of
Common Stock issuable upon exercise of the Company’s presently outstanding stock options;




     (vi) Not to authorize any stock split, stock dividend, stock combination or similar
transaction affecting the number of issued and outstanding shares of Common Stock; and




     (vii) Not to declare or pay any dividends on its Common Stock or repurchase any shares
of Common Stock, other than ordinary quarterly dividends, regularly declared and paid in
accordance with past practice.



     (b) Certain Acquisitions. Between the date hereof and the Closing Date, the Standby
Purchaser and its respective Affiliates shall not acquire any shares of Common Stock; provided,
however, that the foregoing shall not restrict the acquisition of shares of Common Stock by the
Standby Purchaser or its Affiliates (i) from the Company pursuant to Section 2 of this Agreement or
(ii) from the Standby Purchaser or any of its respective Affiliates.



     (c) Information. The Standby Purchaser agrees to furnish to the Company all
information with respect to the Standby Purchaser that may be necessary or appropriate and will
make any information furnished to the Company for the Prospectus by the Standby Purchaser not
contain any untrue statement of material fact or omit to state a material fact required to be
stated in the Prospectus or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



     (d) Public Statements. Neither the Company nor the Standby Purchaser shall issue any
public announcement, statement or other disclosure with respect to this Agreement or the
transactions contemplated hereby without the prior consent of the other parties hereto, which
consent shall not be unreasonably withheld or delayed, except (i) if such public announcement,
statement or other disclosure is required by applicable law or applicable stock market regulations,
in which case the disclosing party shall consult in advance with respect to such disclosure with
the other parties to the extent reasonably practicable, or (ii) the filing of any Schedule 13D or
Schedule 13G, to which a copy of this Agreement may be attached as an exhibit thereto.



     (e) Regulatory Filing. If the Company or the Standby Purchaser determines a filing is
or may be required under applicable law in connection with the transactions contemplated hereunder,
the Company and the Standby Purchaser shall use commercially reasonable efforts to promptly prepare
and file all necessary documentation and to effect all applications that are necessary or advisable
under applicable law with respect to the transactions contemplated hereunder so that any applicable
waiting period shall have expired or been terminated as soon as practicable after the date hereof.



     Section 7. Conditions to Closing.



     (a) The obligations of the Standby Purchaser to consummate the transactions contemplated
hereunder are subject to the fulfillment, prior to or on the Closing Date, of the following
conditions:




     (i) The representations and warranties of the Company in Section 3 shall be true and
correct in all material respects as of the date hereof and at and as of the Closing Date as
if made on such date (except for representations and warranties made as of a specified date,
which shall be true and correct in all material respects as of such specified date);




     (ii) Subsequent to the execution and delivery of this Agreement and prior to the
Closing Date, there shall not have been any Material Adverse Effect;



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     (iii) As of the Closing Date, trading in the Common Stock shall not have been suspended
by the Commission or Nasdaq Capital Market or trading in securities generally on the Nasdaq
Capital Market shall not have been suspended or limited or minimum prices shall not have
been established on the Nasdaq Capital Market (a “Market Adverse Effect”);




     (iv) The Company shall have received shareholder approval of the sale to the Standby
Purchasers and an amendment to the Company’s First Amended and Restated Articles of
Incorporation to increase the number of shares of authorized Common Stock;




     (v) The Company shall have obtained any required federal or state approvals for the
Stock Offerings on conditions reasonably satisfactory to the Company; and




     (vi) No circumstances have occurred that would result in the Standby Purchaser,
individually or otherwise with any other person or entity, being required to register as a
depository institution holding company under federal or state laws or regulations, or to
submit an application, or notice, to a federal regulatory authority.



     (b) The obligations of the Company to consummate the transactions contemplated hereunder are
subject to the fulfillment, prior to or on the Closing Date, of the following conditions:




     (i) The representations and warranties of the Standby Purchaser in Section 4 shall be
true and correct in all material respects as of the date hereof and at and as of the Closing
Date as if made as of such date (except for representations and warranties made as of a
specified date, which shall be true and correct in all material respects as of such
specified date); and




     (ii) The Standby Purchaser shall have executed and delivered a lock-up agreement
substantially in the form of Exhibit A hereto.



     (c) The obligations of the Company and the Standby Purchaser to consummate the transactions
contemplated hereunder in connection with the Rights Offering are subject to the fulfillment, prior
to or on the Closing Date, of the following conditions:




     (i) No judgment, injunction, decree or other legal restraint shall prohibit, or have
the effect of rendering unachievable, the consummation of the Rights Offering or the
material transactions contemplated by this Agreement;




     (ii) No stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and any request of the Commission for inclusion
of additional information in the Registration Statement or otherwise shall have been
complied with;




     (iii) The New Shares and the Securities shall have been authorized for listing on the
Nasdaq Capital Market;




     (iv) Any applicable waiting period shall have expired or been terminated thereunder
with respect to such purchase; and




     (v) The Company must sell a minimum of $[     ] million shares of Common Stock in the
Stock Offerings, which amount includes purchases by the Standby Purchasers.



     Section 8. Termination.



     (a) This Agreement may be terminated at any time prior to the Closing Date, by the Standby
Purchaser by written notice to the Company if there is (i) a Material Adverse Effect or (ii) a
Market Adverse Effect that is not cured within twenty-one (21) days after the occurrence thereof
(the “Cure Period”), provided that the right to terminate this Agreement after the occurrence of
each Material Adverse Effect or a Market Adverse Effect, which has not been cured within the Cure
Period, shall expire seven (7) days after the expiration of such Cure Period.



     (b) This Agreement may be terminated by the Company on one hand or by the Standby Purchaser on
the other hand, by written notice to the other party hereto:




     (i) At any time prior to the Closing Date, if there is a material breach of this
Agreement by the other party that is not cured within fifteen (15) days after the
non-breaching party has delivered written notice to the breaching party of such breach; or



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     (ii) At any time after [                    ], unless the Closing has occurred prior to
such date.



     (c) This Agreement may be terminated by the Company in the event:




     (i) The Company determines that it is not in the best interests of the Company and its
shareholders to go forward with the Stock Offerings; or




     (ii) Consummation of the Standby Offering is prohibited by law, rule or regulation.



     (d) The Company and the Standby Purchaser hereby agree that any termination of this Agreement
pursuant to Section 7(a), 7(b)(ii) or (c) shall be without liability of the Company or the Standby
Purchaser.



     Section 9. Survival. The representations and warranties of the Company and the Standby
Purchaser contained in this Agreement or in any certificate delivered hereunder shall survive the
Closing hereunder.



     Section 10. Notices. All notices, communications and deliveries required or permitted
by this Agreement shall be made in writing signed by the party making the same, shall specify the
Section of this Agreement pursuant to which it is given or being made and shall be deemed given or
made (a) on the date delivered if delivered by telecopy or in person, (b) on the third (3rd)
Business Day after it is mailed if mailed by registered or certified mail (return receipt
requested) (with postage and other fees prepaid) or (c) on the day after it is delivered, prepaid,
to an overnight express delivery service that confirms to the sender delivery on such day, as
follows:


If to the Company:



PVF Capital Corp.

30000 Aurora Road

Solon, Ohio 44139

Attention: Robert J. King, Jr.

President and Chief Executive Officer

Telephone: (440) 248-7171

Facsimile: [                    ]



With a copy to:



Kilpatrick Stockton LLP

Suite 900, 607 14th Street, NW

Washington, DC 20005-2018

Attention: Sean P. Kehoe, Esq.

Telephone: (202) 508-5881

Facsimile: [                    ]



If to the Standby Purchaser:



                                                            



                                                            



                                                            

Attention:

Telephone:

Facsimile:




or to such other representative or at such other address of a party as such party hereto may
furnish to the other parties in writing in accordance with this Section 10.



     Section 11. Assignment. This Agreement will be binding upon, and will inure to the
benefit of and be enforceable by, the parties hereto and their respective successors and assigns,
including any person to whom Securities are transferred in accordance herewith.



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     Section 12. Entire Agreement. Except as specifically set forth herein, the Company and
the Standby Purchaser mutually agree to be bound by the terms of the non-disclosure agreement dated
[               ] (the “Non-Disclosure Agreement”) previously executed by the Company and the
Standby Purchaser, which Non-Disclosure Agreement is hereby incorporated herein by reference, and
all information furnished by either party to the other party or its representatives pursuant hereto
shall be subject to, and the parties shall hold such information in confidence in accordance with,
the provisions of the Non-Disclosure Agreement. The Company and the Standby Purchaser agree that
such Non-Disclosure Agreement shall continue in accordance with their respective terms,
notwithstanding the termination of this Agreement. The Non-Disclosure Agreement and this Agreement
embody the entire agreement and understanding between the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties, or undertakings, other
than those set forth or referred to herein or in the Non-Disclosure Agreement, with respect to the
standby purchase commitments with respect to the Securities and the New Shares. Other than with
respect to matters set forth or referred to in the Non-Disclosure Agreement, this Agreement
supersedes all prior agreements and understandings between the parties with respect to the subject
matter of this Agreement.



     Section 13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York (other than its rules of conflict of
laws to the extent the application of the laws of another jurisdiction would be required thereby).



     Section 14. Severability. If any provision of this Agreement or the application
thereof to any person or circumstances 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, void
or unenforceable, shall 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 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 affect the original intent of the parties.



     Section 15. Extension or Modification of Rights Offering. The Company may (a) waive
irregularities in the manner of exercise of the Rights, and (b) waive conditions relating to the
method (but not the timing) of the exercise of the Rights to the extent that such waiver does not
materially adversely affect the interests of the Standby Purchaser.



     Section 16. Miscellaneous.



     (a) The Company shall not after the date of this Agreement enter into any agreement with
respect to its securities which is inconsistent with or violates the rights granted to the Standby
Purchaser in this Agreement.



     (b) The headings in this Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning of this Agreement.



     (c) This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which, when taken together, shall constitute one and the same
instrument.



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the date first above written.



	 	 	 	 	 
	 	COMPANY


PVF CAPITAL CORP.

 	 
	 	BY:  	 	 
	 	 	Name:  	Robert J. King, Jr. 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	[STANDBY PURCHASER]


 

 	 
	 	BY:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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