United
      States Department of the Treasury

    1500
      Pennsylvania Avenue, NW

    Washington,
      D.C. 20220

     

    


    Dear
      Ladies and Gentlemen:

     

    The
      company set forth on the signature page hereto (the “Company”)
      intends to issue in a private placement the number of shares of a series of
      its
      preferred stock set forth on Schedule A hereto (the “Preferred
      Shares”)
      and a
      warrant to purchase the number of shares of its common stock set forth on
      Schedule A hereto (the “Warrant”
and,
      together with the Preferred Shares, the “Purchased
      Securities”)
      and
      the United States Department of the Treasury (the “Investor”)
      intends to purchase from the Company the Purchased Securities.

     

    The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      purchase by the Investor of the Purchased Securities. Except to the extent
      supplemented or superseded by the terms set forth herein or in the Schedules
      hereto, the provisions contained in the Securities Purchase Agreement - Standard
      Terms attached hereto as Exhibit A (the “Securities
      Purchase Agreement”)
      are
      incorporated by reference herein. Terms that are defined in the Securities
      Purchase Agreement are used in this letter agreement as so defined. In the
      event
      of any inconsistency between this letter agreement and the Securities Purchase
      Agreement, the terms of this letter agreement shall govern.

     

    Each
      of
      the Company and the Investor hereby confirms its agreement with the other party
      with respect to the issuance by the Company of the Purchased Securities and
      the
      purchase by the Investor of the Purchased Securities pursuant to this letter
      agreement and the Securities Purchase Agreement on the terms specified on
      Schedule A hereto.

     

    This
      letter agreement (including the Schedules hereto) and the Securities Purchase
      Agreement (including the Annexes thereto) and the Warrant constitute the entire
      agreement, and supersede all other prior agreements, understandings,
      representations and warranties, both written and oral, between the parties,
      with
      respect to the subject matter hereof. This letter agreement constitutes the
      “Letter Agreement” referred to in the Securities Purchase
      Agreement.

     

    This
      letter agreement may be executed in any number of separate counterparts, each
      such counterpart being deemed to be an original instrument, and all such
      counterparts will together constitute the same agreement. Executed signature
      pages to this letter agreement may be delivered by facsimile and such facsimiles
      will be deemed as sufficient as if actual signature pages had been
      delivered.

     

    *
      *
      *

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      witness whereof, this letter agreement has been duly executed and delivered
      by
      the duly authorized representatives of the parties hereto as of the date written
      below.

     

    


    
      	
              UNITED
                STATES DEPARTMENT OF THE TREASURY

            
	 
	 
	 
	
              By:
                /s/ Neel
                Kashkari                       
                    

            
	
              Name:
                Neel Kashkari

            
	
              Title:
                Interim Assistant Secretary for

            
	
              Financial
                Stability

            
	 
	 
	 
	
              SANDY
                SPRING BANCORP

            
	 
	 
	
              By: 
                /s/ Daniel J.
                Schrider                       
                

            
	
              Name:
                Daniel J. Schrider

            
	
              Title:
                President

            


    

    


    


    Date:
       December
      5, 2008          

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

     

     

      
        

      

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

    


    STANDARD
      TERMS

    


     

    
      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        TABLE
          OF CONTENTS

         

        Page

        


        Article
          I

        


        Purchase;
          Closing



    

    

      
        	
                1.1

              	
                Purchase

              	
                1

              
	
                1.2

              	
                Closing.

              	
                2

              
	
                1.3

              	
                Interpretation

              	
                4

              
	 	 	 
	 	
                Article
                  II

              	 
	 	 	 
	 	
                Representations
                  and Warranties

              	 
	 	 	 
	
                2.1

              	
                Disclosure.

              	
                4

              
	
                2.2

              	
                Representations
                  and Warranties of the Company

              	
                5

              
	 	 	 
	 	
                Article
                  III

              	 
	 	 	 
	 	
                Covenants

              	 
	 	 	 
	
                3.1

              	
                Commercially
                  Reasonable Efforts.

              	
                13

              
	
                3.2

              	
                Expenses

              	
                14

              
	
                3.3

              	
                Sufficiency
                  of Authorized Common Stock; Exchange Listing.

              	
                14

              
	
                3.4

              	
                Certain
                  Notifications Until Closing

              	
                15

              
	
                3.5

              	
                Access,
                  Information and Confidentiality.

              	
                15

              
	 	 	 
	
                 

              	
                Article
                  IV

              	 
	 	 	 
	
              	
                Additional
                  Agreements

              	 
	 	 	 
	
                4.1

              	
                Purchase
                  for Investment

              	
                16

              
	
                4.2

              	
                Legends.

              	
                16

              
	
                4.3

              	
                Certain
                  Transactions

              	
                18

              
	
                4.4

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

              	
                18

              
	
                4.5

              	
                Registration
                  Rights.

              	
                19

              
	
                4.6

              	
                Voting
                  of Warrant Shares

              	
                30

              
	
                4.7

              	
                Depositary
                  Shares

              	
                31

              
	
                4.8

              	
                Restriction
                  on Dividends and Repurchases.

              	
                31

              
	
                4.9

              	
                Repurchase
                  of Investor Securities.

              	
                32

              
	
                4.10

              	
                Executive
                  Compensation

              	
                33

              
	 	 	
                 

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                 

              
	 	
                Article
                  V

              	
                 

              
	 	
                 

              	
                 

              
	 	
                Miscellaneous

              	
                 

              
	 	
              	
                
                

              
	
                5.1

              	
                Termination

              	
                34

              
	
                5.2

              	
                Survival
                  of Representations and Warranties

              	
                34

              
	
                5.3

              	
                Amendment

              	
                34

              
	
                5.4

              	
                Waiver
                  of Conditions

              	
                34

              
	
                5.5

              	
                Governing
                  Law: Submission to Jurisdiction, Etc

              	
                35

              
	
                5.6

              	
                Notices

              	
                35

              
	
                5.7

              	
                Definitions

              	
                35

              
	
                5.8

              	
                Assignment

              	
                36

              
	
                5.9

              	
                Severability

              	
                36

              
	
                5.10

              	
                No
                  Third Party Beneficiaries

              	
                36

              


      



     

     

    


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    LIST
      OF
      ANNEXES

    


    


    ANNEX
      A: FORM
      OF
      CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

    


    ANNEX
      B: FORM
      OF
      WAIVER

    


    ANNEX
      C: FORM
      OF
      OPINION

    


    ANNEX
      D: FORM
      OF
      WARRANT

     

    
 

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    INDEX
      OF DEFINED TERMS

     

    
      	
              Term

            	 	
              Location
                of

              Definition

            
	
              Affiliate

            	 	
              5.7(b)

            
	
              Agreement

            	 	
              Recitals

            
	
              Appraisal
                Procedure

            	 	
              4.9(c)(i)

            
	
              Appropriate
                Federal Banking Agency

            	 	
              2.2(s)

            
	
              Bankruptcy
                Exceptions

            	 	
              2.2(d)

            
	
              Benefit
                Plans

            	 	
              1
                .2(d)(iv)

            
	
              Board
                of Directors

            	 	
              2.2(f)

            
	
              Business
                Combination

            	 	
              4.4

            
	
              business
                day

            	 	
              1.3

            
	
              Capitalization
                Date

            	 	
              2.2(b)

            
	
              Certificate
                of Designations

            	 	
              1
                .2(d)(iii)

            
	
              Charter

            	 	
              1
                .2(d)(iii)

            
	
              Closing

            	 	
              1.2(a)

            
	
              Closing
                Date

            	 	
              1.2(a)

            
	
              Code

            	 	
              2.2(n)

            
	
              Common
                Stock

            	 	
              Recitals

            
	
              Company

            	 	
              Recitals

            
	
              Company
                Financial Statements

            	 	
              2.2(h)

            
	
              Company
                Material Adverse Effect

            	 	
              2.1(a)

            
	
              Company
                Reports

            	 	
              2.2(i)(i)

            
	
              Company
                Subsidiary; Company Subsidiaries

            	 	
              2.2(i)(i)

            
	
              control;
                controlled by; under common control with

            	 	
              5.7(b)

            
	
              Controlled
                Group

            	 	
              2.2(n)

            
	
              CPP

            	 	
              Recitals

            
	
              EESA

            	 	
              1.2(d)(iv)

            
	
              ERISA

            	 	
              2.2(n)

            
	
              Exchange
                Act

            	 	
              2.1(b)

            
	
              Fair
                Market Value

            	 	
              4.9(c)(ii)

            
	
              GAAP

            	 	
              2.1(a)

            
	
              Governmental
                Entities

            	 	
              1.2(c)

            
	
              Holder

            	 	
              4.5(k)(i)

            
	
              Holders’
                Counsel

            	 	
              4.5(k)(ii)

            
	
              Indemnitee

            	 	
              4.5(g)(i)

            
	
              Information

            	 	
              3.5(b)

            
	
              Initial
                Warrant Shares

            	 	
              Recitals

            
	
              Investor

            	 	
              Recitals

            
	
              Junior
                Stock

            	 	
              4.8(c)

            
	
              knowledge
                of the Company; Company’s knowledge

            	 	
              5.7(c)

            
	
              Last
                Fiscal Year

            	 	
              2.1(b)

            
	
              Letter
                Agreement

            	 	
              Recitals

            
	
              officers

            	 	
              5.7(c)

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

       

    

    
      	
              Term

            	 	
              Location
                of

              Definition

            


    

    
      	
              Parity
                Stock

            	 	
              4.8(c)

            
	
              Pending
                Underwritten Offering 

            	 	
              4.5(l)
                

            
	
              Permitted
                Repurchases 

            	 	
              4.8(a)(ii)

            
	
              Piggyback
                Registration 

            	 	
              4.5(a)(iv)

            
	
              Plan

            	 	
              2.2(n)

            
	
              Preferred
                Shares

            	 	
              Recitals
                

            
	
              Preferred
                Stock 

            	 	
              Recitals
                

            
	
              Previously
                Disclosed

            	 	
              2.1(b)
                

            
	
              Proprietary
                Rights 

            	 	
              2.2(u)
                

            
	
              Purchase
                

            	 	
              Recitals
                

            
	
              Purchase
                Price

            	 	
              1.1

            
	
              Purchased
                Securities

            	 	
              Recitals

            
	
              Qualified
                Equity Offering 

            	 	
              4.4
                

            
	
              register;
                registered; registration 

            	 	
              4.5(k)(iii)
                

            
	
              Registrable
                Securities 

            	 	
              4.5(k)(iv)
                

            
	
              Registration
                Expenses

            	 	
              4.5(k)(v)

            
	
              Regulatory Agreement
                

            	 	
              2.2(s)
                

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

            	 	
              4.5(k)(vi)
                

            
	
              Schedules
                

            	 	
              Recitals
                

            
	
              SEC
                

            	 	
              2.1(b)

            
	
              Securities
                Act

            	 	
              2.2(a)

            
	
              Selling
                Expenses

            	 	
              4.5(k)(vii)
                

            
	
              Senior
                Executive Officers 

            	 	
              4.10
                

            
	
              Share
                Dilution Amount 

            	 	
              4.8(a)(ii)
                

            
	
              Shelf
                Registration Statement 

            	 	
              4.5(a)(ii)

            
	
              Signing
                Date

            	 	
              2.1(a)

            
	
              Special
                Registration

            	 	
              4.5(i)

            
	
              Stockholder
                Proposals 

            	 	
              3.1(b)
                

            
	
              subsidiary
                

            	 	
              5.8(a)
                

            
	
              Tax;
                Taxes 

            	 	
              2.2(o)
                

            
	
              Transfer
                

            	 	
              4.4
                

            
	
              Warrant
                

            	 	
              Recitals
                

            
	
              Warrant
                Shares

            	 	
              2.2(d)

            


    

     

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    SECURITIES
      PURCHASE AGREEMENT - STANDARD TERMS

    


    Recitals:

    


    WHEREAS,
      the United States Department of the Treasury (the “Investor”)
      may
      from time to time agree to purchase shares of preferred stock and warrants
      from
      eligible financial institutions which elect to participate in the Troubled
      Asset
      Relief Program Capital Purchase Program (“CPP”);

    


    WHEREAS,
      an eligible financial institution electing to participate in the CPP and issue
      securities to the Investor (referred to herein as the “Company”)
      shall
      enter into a letter agreement (the “Letter
      Agreement”)
      with
      the Investor which incorporates this Securities Purchase Agreement - Standard
      Terms;

    


    WHEREAS,
      the Company agrees to expand the flow of credit to U.S. consumers and businesses
      on competitive terms to promote the sustained growth and vitality of the U.S.
      economy;

    


    WHEREAS,
      the Company agrees to work diligently, under existing programs, to modify the
      terms of residential mortgages as appropriate to strengthen the health of the
      U.S. housing market;

    


    WHEREAS,
      the Company intends to issue in a private placement the number of shares of
      the
      series of its Preferred Stock (“Preferred
      Stock”)
      set
      forth on Schedule
      A
      to the
      Letter Agreement (the “Preferred
      Shares”)
      and a
      warrant to purchase the number of shares of its Common Stock (“Common
      Stock”)
      set
      forth on Schedule
      A
      to the
      Letter Agreement (the “Initial
      Warrant Shares”)
      (the
“Warrant”
and,
      together with the Preferred Shares, the “Purchased
      Securities”)
      and
      the Investor intends to purchase (the “Purchase”)
      from
      the Company the Purchased Securities; and

    


    WHEREAS,
      the Purchase will be governed by this Securities Purchase Agreement - Standard
      Terms and the Letter Agreement, including the schedules thereto (the
“Schedules”),
      specifying additional terms of the Purchase. This Securities Purchase Agreement
      - Standard Terms (including the Annexes hereto) and the Letter Agreement
      (including the Schedules thereto) are together referred to as this “Agreement”.
      All references in this Securities Purchase Agreement - Standard Terms to
“Schedules” are to the Schedules attached to the Letter Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, and of the representations, warranties, covenants
      and agreements set forth herein, the parties agree as follows:

    


    Article
      I

    Purchase;
      Closing

    1.1 Purchase.
      On the
      terms and subject to the conditions set forth in this Agreement, the Company
      agrees to sell to the Investor, and the Investor agrees to purchase from the
      Company, at the Closing (as hereinafter defined), the Purchased Securities
      for
      the price set forth on Schedule
      A
      (the
“Purchase
      Price”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2 Closing.

    


    (a) On
      the
      terms and subject to the conditions set forth in this Agreement, the closing
      of
      the Purchase (the “Closing”)
      will
      take place at the location specified in Schedule
      A,
      at the
      time and on the date set forth in Schedule
      A
      or as
      soon as practicable thereafter, or at such other place, time and date as shall
      be agreed between the Company and the Investor. The time and date on which
      the
      Closing occurs is referred to in this Agreement as the “Closing
      Date”.

    


    (b) Subject
      to the fulfillment or waiver of the conditions to the Closing in this Section
      1.2, at the Closing the Company will deliver the Preferred Shares and the
      Warrant, in each case as evidenced by one or more certificates dated the Closing
      Date and bearing appropriate legends as hereinafter provided for, in exchange
      for payment in full of the Purchase Price by wire transfer of immediately
      available United States funds to a bank account designated by the Company on
      Schedule
      A.

    


    (c) The
      respective obligations of each of the Investor and the Company to consummate
      the
      Purchase are subject to the fulfillment (or waiver by the Investor and the
      Company, as applicable) prior to the Closing of the conditions that (i) any
      approvals or authorizations of all United States and other governmental,
      regulatory or judicial authorities (collectively, “Governmental
      Entities”)
      required for the consummation of the Purchase shall have been obtained or made
      in form and substance reasonably satisfactory to each party and shall be in
      full
      force and effect and all waiting periods required by United States and other
      applicable law, if any, shall have expired and (ii) no provision of any
      applicable United States or other law and no judgment, injunction, order or
      decree of any Governmental Entity shall prohibit the purchase and sale of the
      Purchased Securities as contemplated by this Agreement.

    


    (d) The
      obligation of the Investor to consummate the Purchase is also subject to the
      fulfillment (or waiver by the Investor) at or prior to the Closing of each
      of
      the following conditions:

    


    (i) 
      (A)the
      representations and warranties of the Company set forth in (x) Section 2.2(g)
      of
      this Agreement shall be true and correct in all respects as though made on
      and
      as of the Closing Date, (y) Sections 2.2(a) through (f) shall be true and
      correct in all material respects as though made on and as of the Closing Date
      (other than representations and warranties that by their terms speak as of
      another date, which representations and warranties shall be true and correct
      in
      all material respects as of such other date) and (z) Sections 2.2(h) through
      (v)
      (disregarding all qualifications or limitations set forth in such
      representations and warranties as to “materiality”, “Company Material Adverse
      Effect” and words of similar import) shall be true and correct as though made on
      and as of the Closing Date (other than representations and warranties that
      by
      their terms speak as of another date, which representations and warranties
      shall
      be true and correct as of such other date), except to the extent that the
      failure of such representations and warranties referred to in this Section
      1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate,
      does not have and would not reasonably be expected to have a Company Material
      Adverse Effect and (B) the Company shall have

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    performed
      in all material respects all obligations required to be performed by it under
      this Agreement at or prior to the Closing;

    


    (ii) the
      Investor shall have received a certificate signed on behalf of the Company
      by a
      senior executive officer certifying to the effect that the conditions set forth
      in Section 1.2(d)(i) have been satisfied;

    


    (iii) the
      Company shall have duly adopted and filed with the Secretary of State of its
      jurisdiction of organization or other applicable Governmental Entity the
      amendment to its certificate or articles of incorporation, articles of
      association, or similar organizational document (“Charter”)
      in
      substantially the form attached hereto as Annex
      A
      (the
“Certificate
      of Designations”)
      and
      such filing shall have been accepted;

    


    (iv) (A)
      the
      Company shall have effected such changes to its compensation, bonus, incentive
      and other benefit plans, arrangements and agreements (including golden
      parachute, severance and employment agreements) (collectively, “Benefit
      Plans”)
      with
      respect to its Senior Executive Officers (and to the extent necessary for such
      changes to be legally enforceable, each of its Senior Executive Officers shall
      have duly consented in writing to such changes), as may be necessary, during
      the
      period that the Investor owns any debt or equity securities of the Company
      acquired pursuant to this Agreement or the Warrant, in order to comply with
      Section 111(b) of the Emergency Economic Stabilization Act of 2008
      (“EESA”)
      as
      implemented by guidance or regulation thereunder that has been issued and is
      in
      effect as of the Closing Date, and (B) the Investor shall have received a
      certificate signed on behalf of the Company by a senior executive officer
      certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A)
      has been satisfied;

    


    (v) each
      of
      the Company’s Senior Executive Officers shall have delivered to the Investor a
      written waiver in the form attached hereto as Annex
      B
      releasing the Investor from any claims that such Senior Executive Officers
      may
      otherwise have as a result of the issuance, on or prior to the Closing Date,
      of
      any regulations which require the modification of, and the agreement of the
      Company hereunder to modify, the terms of any Benefit Plans with respect to
      its
      Senior Executive Officers to eliminate any provisions of such Benefit Plans
      that
      would not be in compliance with the requirements of Section 111(b) of the EESA
      as implemented by guidance or regulation thereunder that has been issued and
      is
      in effect as of the Closing Date;

    


    (vi) the
      Company shall have delivered to the Investor a written opinion from counsel
      to
      the Company (which may be internal counsel), addressed to the Investor and
      dated
      as of the Closing Date, in substantially the form attached hereto as
Annex
      C;

    


    (vii) the
      Company shall have delivered certificates in proper form or, with the prior
      consent of the Investor, evidence of shares in book-entry form, evidencing
      the
      Preferred Shares to Investor or its designee(s); and

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (viii) the
      Company shall have duly executed the Warrant in substantially the form attached
      hereto as Annex
      D
      and
      delivered such executed Warrant to the Investor or its designee(s).

    


    1.3 Interpretation.
      When a
      reference is made in this Agreement to “Recitals,” “Articles,” “Sections,” or
“Annexes” such reference shall be to a Recital, Article or Section of, or Annex
      to, this Securities Purchase Agreement - Standard Terms, and a reference to
      “Schedules” shall be to a Schedule to the Letter Agreement, in each case, unless
      otherwise indicated. The terms defined in the singular have a comparable meaning
      when used in the plural, and vice versa. References to “herein”, “hereof”,
“hereunder” and the like refer to this Agreement as a whole and not to any
      particular section or provision, unless the context requires otherwise. The
      table of contents and headings contained in this Agreement are for reference
      purposes only and are not part of this Agreement. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed
      followed by the words “without limitation.” No rule of construction against the
      draftsperson shall be applied in connection with the interpretation or
      enforcement of this Agreement, as this Agreement is the product of negotiation
      between sophisticated parties advised by counsel. All references to “$” or
“dollars” mean the lawful currency of the United States of America. Except as
      expressly stated in this Agreement, all references to any statute, rule or
      regulation are to the statute, rule or regulation as amended, modified,
      supplemented or replaced from time to time (and, in the case of statutes,
      include any rules and regulations promulgated under the statute) and to any
      section of any statute, rule or regulation include any successor to the section.
      References to a “business
      day”
shall
      mean any day except Saturday, Sunday and any day on which banking institutions
      in the State of New York generally are authorized or required by law or other
      governmental actions to close.

    


    Article
      II

    Representations
      and Warranties

     

    2.1 Disclosure.

    


    (a) “Company
      Material Adverse Effect”
means
      a
      material adverse effect on (i) the business, results of operation or financial
      condition of the Company and its consolidated subsidiaries taken as a whole;
      provided,
      however,
      that
      Company Material Adverse Effect shall not be deemed to include the effects
      of
      (A) changes after the date of the Letter Agreement (the “Signing
      Date”)
      in
      general business, economic or market conditions (including changes generally
      in
      prevailing interest rates, credit availability and liquidity, currency exchange
      rates and price levels or trading volumes in the United States or foreign
      securities or credit markets), or any outbreak or escalation of hostilities,
      declared or undeclared acts of war or terrorism, in each case generally
      affecting the industries in which the Company and its subsidiaries operate,
      (B)
      changes or proposed changes after the Signing Date in generally accepted
      accounting principles in the United States (“GAAP”)
      or
      regulatory accounting requirements, or authoritative interpretations thereof,
      (C) changes or proposed changes after the Signing Date in securities, banking
      and other laws of general applicability or related policies or interpretations
      of Governmental Entities (in the case of each of these clauses (A), (B) and
      (C),
      other than changes

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    or
      occurrences to the extent that such changes or occurrences have or would
      reasonably be expected to have a materially disproportionate adverse effect
      on
      the Company and its consolidated subsidiaries taken as a whole relative to
      comparable U.S. banking or financial services organizations), or (D) changes
      in
      the market price or trading volume of the Common Stock or any other equity,
      equity-related or debt securities of the Company or its consolidated
      subsidiaries (it being understood and agreed that the exception set forth in
      this clause (D) does not apply to the underlying reason giving rise to or
      contributing to any such change); or (ii) the ability of the Company to
      consummate the Purchase and the other transactions contemplated by this
      Agreement and the Warrant and perform its obligations hereunder or thereunder
      on
      a timely basis.

    


    (b) “Previously
      Disclosed”
means
      information set forth or incorporated in the Company’s Annual Report on Form
      10-K for the most recently completed fiscal year of the Company filed with
      the
      Securities and Exchange Commission (the “SEC”)
      prior
      to the Signing Date (the “Last
      Fiscal Year”)
      or in
      its other reports and forms filed with or furnished to the SEC under Sections
      13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange
      Act”)
      on or
      after the last day of the Last Fiscal Year and prior to the Signing
      Date.

    


    2.2 Representations
      and Warranties of the Company.
      Except
      as Previously Disclosed, the Company represents and warrants to the Investor
      that as of the Signing Date and as of the Closing Date (or such other date
      specified herein):

    


    (a) Organization,
      Authority and Significant Subsidiaries.
      The
      Company has been duly incorporated and is validly existing and in good standing
      under the laws of its jurisdiction of organization, with the necessary power
      and
      authority to own its properties and conduct its business in all material
      respects as currently conducted, and except as has not, individually or in
      the
      aggregate, had and would not reasonably be expected to have a Company Material
      Adverse Effect, has been duly qualified as a foreign corporation for the
      transaction of business and is in good standing under the laws of each other
      jurisdiction in which it owns or leases properties or conducts any business
      so
      as to require such qualification; each subsidiary of the Company that is a
      “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X
      under the Securities Act of 1933 (the “Securities
      Act”)
      has
      been duly organized and is validly existing in good standing under the laws
      of
      its jurisdiction of organization. The Charter and bylaws of the Company, copies
      of which have been provided to the Investor prior to the Signing Date, are
      true,
      complete and correct copies of such documents as in full force and effect as
      of
      the Signing Date.

    


    (b) Capitalization.
      The
      authorized capital stock of the Company, and the outstanding capital stock
      of
      the Company (including securities convertible into, or exercisable or
      exchangeable for, capital stock of the Company) as of the most recent fiscal
      month-end preceding the Signing Date (the “Capitalization
      Date”)
      is set
      forth on Schedule B. The outstanding shares of capital stock of the Company
      have
      been duly authorized and are validly issued and outstanding, fully paid and
      nonassessable, and subject to no preemptive rights (and were not issued in
      violation of any preemptive rights). Except as provided in the Warrant, as
      of
      the Signing Date, the Company does not have outstanding any securities or other
      obligations providing the holder the right to acquire Common Stock that is
      not
      reserved for issuance as 

     

    
      
        
        

      

      
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    specified
      on Schedule B, and the Company has not made any other commitment to authorize,
      issue or sell any Common Stock. Since the Capitalization Date, the Company
      has
      not issued any shares of Common Stock, other than (i) shares issued upon the
      exercise of stock options or delivered under other equity-based awards or other
      convertible securities or warrants which were issued and outstanding on the
      Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on
      Schedule B.

    


    (c) Preferred
      Shares.
      The
      Preferred Shares have been duly and validly authorized, and, when issued and
      delivered pursuant to this Agreement, such Preferred Shares will be duly and
      validly issued and fully paid and non-assessable, will not be issued in
      violation of any preemptive rights, and will rank pari
      passu
      with or
      senior to all other series or classes of Preferred Stock, whether or not issued
      or outstanding, with respect to the payment of dividends and the distribution
      of
      assets in the event of any dissolution, liquidation or winding up of the
      Company.

    


    (d) The
      Warrant and Warrant Shares.
      The
      Warrant has been duly authorized and, when executed and delivered as
      contemplated hereby, will constitute a valid and legally binding obligation
      of
      the Company enforceable against the Company in accordance with its terms, except
      as the same may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting the enforcement of creditors’ rights
      generally and general equitable principles, regardless of whether such
      enforceability is considered in a proceeding at law or in equity (“Bankruptcy
      Exceptions”).
      The
      shares of Common Stock issuable upon exercise of the Warrant (the “Warrant
      Shares”)
      have
      been duly authorized and reserved for issuance upon exercise of the Warrant
      and
      when so issued in accordance with the terms of the Warrant will be validly
      issued, fully paid and non-assessable, subject, if applicable, to the approvals
      of its stockholders set forth on Schedule C.

    


    (e) Authorization,
      Enforceability.

    


    (i) The
      Company has the corporate power and authority to execute and deliver this
      Agreement and the Warrant and, subject, if applicable, to the approvals of
      its
      stockholders set forth on Schedule C, to carry out its obligations hereunder
      and


     

    
      
        
        

      

      
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    thereunder
      (which includes the issuance of the Preferred Shares, Warrant and Warrant
      Shares). The execution, delivery and performance by the Company of this
      Agreement and the Warrant and the consummation of the transactions contemplated
      hereby and thereby have been duly authorized by all necessary corporate action
      on the part of the Company and its stockholders, and no further approval or
      authorization is required on the part of the Company, subject, in each case,
      if
      applicable, to the approvals of its stockholders set forth on Schedule C. This
      Agreement is a valid and binding obligation of the Company enforceable against
      the Company in accordance with its terms, subject to the Bankruptcy
      Exceptions.

    


    (ii) The
      execution, delivery and performance by the Company of this Agreement and the
      Warrant and the consummation of the transactions contemplated hereby and thereby
      and compliance by the Company with the provisions hereof and thereof, will
      not
      (A) violate, conflict with, or result in a breach of any provision of, or
      constitute a default (or an event which, with notice or lapse of time or both,
      would constitute a default) under, or result in the termination of, or
      accelerate the performance required by, or result in a right of termination
      or
      acceleration of, or result in the creation of, any lien, security interest,
      charge or encumbrance upon any of the properties or assets of the Company or
      any
      Company Subsidiary under any of the terms, conditions or provisions of (i)
      subject, if applicable, to the approvals of the Company’s stockholders set forth
      on Schedule C, its organizational documents or (ii) any note, bond, mortgage,
      indenture, deed of trust, license, lease, agreement or other instrument or
      obligation to which the Company or any Company Subsidiary is a party or by
      which
      it or any Company Subsidiary may be bound, or to which the Company or any
      Company Subsidiary or any of the properties or assets of the Company or any
      Company Subsidiary may be subject, or (B) subject to compliance with the
      statutes and regulations referred to in the next paragraph, violate any statute,
      rule or regulation or any judgment, ruling, order, writ, injunction or decree
      applicable to the Company or any Company Subsidiary or any of their respective
      properties or assets except, in the case of clauses (A)(ii) and (B), for those
      occurrences that, individually or in the aggregate, have not had and would
      not
      reasonably be expected to have a Company Material Adverse Effect.

    


    (iii) Other
      than the filing of the Certificate of Designations with the Secretary of State
      of its jurisdiction of organization or other applicable Governmental Entity,
      any
      current report on Form 8-K required to be filed with the SEC, such filings
      and
      approvals as are required to be made or obtained under any state “blue sky”
laws, the filing of any proxy statement contemplated by Section 3.1 and such
      as
      have been made or obtained, no notice to, filing with, exemption or review
      by,
      or authorization, consent or approval of, any Governmental Entity is required
      to
      be made or obtained by the Company in connection with the consummation by the
      Company of the Purchase except for any such notices, filings, exemptions,
      reviews, authorizations, consents and approvals the failure of which to make
      or
      obtain would not, individually or in the aggregate, reasonably be expected
      to
      have a Company Material Adverse Effect.

    


    (f) Anti-takeover
      Provisions and Rights Plan.
      The
      Board of Directors of the Company (the “Board
      of Directors”)
      has
      taken all necessary action to ensure that the transactions contemplated by
      this
      Agreement and the Warrant and the consummation of the transactions contemplated
      hereby and thereby, including the exercise of the Warrant in accordance with
      its
      terms, will be exempt from any anti-takeover or similar provisions of the
      Company’s Charter and bylaws, and any other provisions of any applicable
“moratorium”, “control share”, “fair price”, “interested stockholder” or other
      anti-takeover laws and regulations of any jurisdiction. The Company has taken
      all actions necessary to render any stockholders’ rights plan of the Company
      inapplicable to this Agreement and the Warrant and the consummation of the
      transactions contemplated hereby and thereby, including the exercise of the
      Warrant by the Investor in accordance with its terms.

    


    (g) No
      Company Material Adverse Effect.
      Since
      the last day of the last completed fiscal period for which the Company has
      filed
      a Quarterly Report on Form 10-Q or an Annual

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    Report
      on
      Form 10-K with the SEC prior to the Signing Date, no fact, circumstance, event,
      change, occurrence, condition or development has occurred that, individually
      or
      in the aggregate, has had or would reasonably be expected to have a Company
      Material Adverse Effect.

    


    (h) Company
      Financial Statements.
      Each of
      the consolidated financial statements of the Company and its consolidated
      subsidiaries (collectively the “Company
      Financial Statements”)
      included or incorporated by reference in the Company Reports filed with the
      SEC
      since December 31, 2006, present fairly in all material respects the
      consolidated financial position of the Company and its consolidated subsidiaries
      as of the dates indicated therein (or if amended prior to the Signing Date,
      as
      of the date of such amendment) and the consolidated results of their operations
      for the periods specified therein; and except as stated therein, such financial
      statements (A) were prepared in conformity with GAAP applied on a consistent
      basis (except as may be noted therein), (B) have been prepared from, and are
      in
      accordance with, the books and records of the Company and the Company
      Subsidiaries and (C) complied as to form, as of their respective dates of filing
      with the SEC, in all material respects with the applicable accounting
      requirements and with the published rules and regulations of the SEC with
      respect thereto.

    


    (i) Reports.

    


    (i) Since
      December 31, 2006, the Company and each subsidiary of the Company (each a
“Company
      Subsidiary”
and,
      collectively, the “Company
      Subsidiaries”)
      has
      timely filed all reports, registrations, documents, filings, statements and
      submissions, together with any amendments thereto, that it was required to
      file
      with any Governmental Entity (the foregoing, collectively, the “Company
      Reports”)
      and
      has paid all fees and assessments due and payable in connection therewith,
      except, in each case, as would not, individually or in the aggregate, reasonably
      be expected to have a Company Material Adverse Effect. As of their respective
      dates of filing, the Company Reports complied in all material respects with
      all
      statutes and applicable rules and regulations of the applicable Governmental
      Entities. In the case of each such Company Report filed with or furnished to
      the
      SEC, such Company Report (A) did not, as of its date or if amended prior to
      the
      Signing Date, as of the date of such amendment, contain an untrue statement
      of a
      material fact or omit to state a material fact necessary in order to make the
      statements made therein, in light of the circumstances under which they were
      made, not misleading, and (B) complied as to form in all material respects
      with
      the applicable requirements of the Securities Act and the Exchange Act. With
      respect to all other Company Reports, the Company Reports were complete and
      accurate in all material respects as of their respective dates. No executive
      officer of the Company or any Company Subsidiary has failed in any respect
      to
      make the certifications required of him or her under Section 302 or 906 of
      the
      Sarbanes-Oxley Act of 2002.

    


    (ii) The
      records, systems, controls, data and information of the Company and the Company
      Subsidiaries are recorded, stored, maintained and operated under means
      (including any electronic, mechanical or photographic process, whether
      computerized or not) that are under the exclusive ownership and direct control
      of the Company or the 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Company
      Subsidiaries or their accountants (including all means of access thereto and
      therefrom), except for any non-exclusive ownership and non-direct control that
      would not reasonably be expected to have a material adverse effect on the system
      of internal accounting controls described below in this Section 2.2(i)(ii).
      The
      Company (A) has implemented and maintains disclosure controls and procedures
      (as
      defined in Rule 1 3a- 15(e) of the Exchange Act) to ensure that material
      information relating to the Company, including the consolidated Company
      Subsidiaries, is made known to the chief executive officer and the chief
      financial officer of the Company by others within those entities, and (B) has
      disclosed, based on its most recent evaluation prior to the Signing Date, to
      the
      Company’s outside auditors and the audit committee of the Board of Directors (x)
      any significant deficiencies and material weaknesses in the design or operation
      of internal controls over financial reporting (as defined in Rule 1 3a- 1 5(f)
      of the Exchange Act) that are reasonably likely to adversely affect the
      Company’s ability to record, process, summarize and report financial information
      and (y) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company’s internal controls over
      financial reporting.

    


    (j) No
      Undisclosed Liabilities.
      Neither
      the Company nor any of the Company Subsidiaries has any liabilities or
      obligations of any nature (absolute, accrued, contingent or otherwise) which
      are
      not properly reflected or reserved against in the Company Financial Statements
      to the extent required to be so reflected or reserved against in accordance
      with
      GAAP, except for (A) liabilities that have arisen since the last fiscal year
      end
      in the ordinary and usual course of business and consistent with past practice
      and (B) liabilities that, individually or in the aggregate, have not had and
      would not reasonably be expected to have a Company Material Adverse
      Effect.

    


    (k) Offering
      of Securities.
      Neither
      the Company nor any person acting on its behalf has taken any action (including
      any offering of any securities of the Company under circumstances which would
      require the integration of such offering with the offering of any of the
      Purchased Securities under the Securities Act, and the rules and regulations
      of
      the SEC promulgated thereunder), which might subject the offering, issuance
      or
      sale of any of the Purchased Securities to Investor pursuant to this Agreement
      to the registration requirements of the Securities Act.

    


    (l) Litigation
      and Other Proceedings.
      Except
      (i) as set forth on Schedule D or (ii) as would not, individually or in the
      aggregate, reasonably be expected to have a Company Material Adverse Effect,
      there is no (A) pending or, to the knowledge of the Company, threatened, claim,
      action, suit, investigation or proceeding, against the Company or any Company
      Subsidiary or to which any of their assets are subject nor is the Company or
      any
      Company Subsidiary subject to any order, judgment or decree or (B) unresolved
      violation, criticism or exception by any Governmental Entity with respect to
      any
      report or relating to any examinations or inspections of the Company or any
      Company Subsidiaries.

    


    (m) Compliance
      with Laws.
      Except
      as would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect, the Company and the

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    Company
      Subsidiaries have all permits, licenses, franchises, authorizations, orders
      and
      approvals of, and have made all filings, applications and registrations with,
      Governmental Entities that are required in order to permit them to own or lease
      their properties and assets and to carry on their business as presently
      conducted and that are material to the business of the Company or such Company
      Subsidiary. Except as set forth on Schedule E, the Company and the Company
      Subsidiaries have complied in all respects and are not in default or violation
      of, and none of them is, to the knowledge of the Company, under investigation
      with respect to or, to the knowledge of the Company, have been threatened to
      be
      charged with or given notice of any violation of, any applicable domestic
      (federal, state or local) or foreign law, statute, ordinance, license, rule,
      regulation, policy or guideline, order, demand, writ, injunction, decree or
      judgment of any Governmental Entity, other than such noncompliance, defaults
      or
      violations that would not, individually or in the aggregate, reasonably be
      expected to have a Company Material Adverse Effect. Except for statutory or
      regulatory restrictions of general application or as set forth on Schedule
      E, no
      Governmental Entity has placed any restriction on the business or properties
      of
      the Company or any Company Subsidiary that would, individually or in the
      aggregate, reasonably be expected to have a Company Material Adverse
      Effect.

    


    (n) Employee
      Benefit Matters.
      Except
      as would not reasonably be expected to have, either individually or in the
      aggregate, a Company Material Adverse Effect: (A) each “employee benefit plan”
(within the meaning of Section 3(3) of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”))
      providing benefits to any current or former employee, officer or director of
      the
      Company or any member of its “Controlled
      Group”
      (defined as any organization which is a member of a controlled group of
      corporations within the meaning of Section 414 of the Internal Revenue Code
      of
      1986, as amended (the “Code”))
      that
      is sponsored, maintained or contributed to by the Company or any member of
      its
      Controlled Group and for which the Company or any member of its Controlled
      Group
      would have any liability, whether actual or contingent (each, a “Plan”)
      has
      been maintained in compliance with its terms and with the requirements of all
      applicable statutes, rules and regulations, including ERISA and the Code; (B)
      with respect to each Plan subject to Title IV of ERISA (including, for purposes
      of this clause (B), any plan subject to Title IV of ERISA that the Company
      or
      any member of its Controlled Group previously maintained or contributed to
      in
      the six years prior to the Signing Date), (1) no “reportable event” (within the
      meaning of Section 4043(c) of ERISA), other than a reportable event for which
      the notice period referred to in Section 4043(c) of ERISA has been waived,
      has
      occurred in the three years prior to the Signing Date or is reasonably expected
      to occur, (2) no “accumulated funding deficiency” (within the meaning of Section
      302 of ERISA or Section 412 of the Code), whether or not waived, has occurred
      in
      the three years prior to the Signing Date or is reasonably expected to occur,
      (3) the fair market value of the assets under each Plan exceeds the present
      value of all benefits accrued under such Plan (determined based on the
      assumptions used to fund such Plan) and (4) neither the Company nor any member
      of its Controlled Group has incurred in the six years prior to the Signing
      Date,
      or reasonably expects to incur, any liability under Title IV of ERISA (other
      than contributions to the Plan or premiums to the PBGC in the ordinary course
      and without default) in respect of a Plan (including any Plan that is a
“multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and
      (C) each Plan that is intended to be qualified under Section 401(a) of the
      Code
      has received a favorable 

     

    
      
        
        

      

      
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    determination
      letter from the Internal Revenue Service with respect to its qualified status
      that has not been revoked, or such a determination letter has been timely
      applied for but not received by the Signing Date, and nothing has occurred,
      whether by action or by failure to act, which could reasonably be expected
      to
      cause the loss, revocation or denial of such qualified status or favorable
      determination letter.

    


    (o) Taxes.
      Except
      as would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect, (i) the Company and the Company Subsidiaries
      have filed all federal, state, local and foreign income and franchise Tax
      returns required to be filed through the Signing Date, subject to permitted
      extensions, and have paid all Taxes due thereon, and (ii) no Tax deficiency
      has
      been determined adversely to the Company or any of the Company Subsidiaries,
      nor
      does the Company have any knowledge of any Tax deficiencies. “Tax”
or
      “Taxes”
means
      any federal, state, local or foreign income, gross receipts, property, sales,
      use, license, excise, franchise, employment, payroll, withholding, alternative
      or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom,
      duty, governmental fee or other like assessment or charge of any kind
      whatsoever, together with any interest or penalty, imposed by any Governmental
      Entity.

    


    (p) Properties
      and Leases.
      Except
      as would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect, the Company and the Company Subsidiaries have
      good and marketable title to all real properties and all other properties and
      assets owned by them, in each case free from liens, encumbrances, claims and
      defects that would affect the value thereof or interfere with the use made
      or to
      be made thereof by them. Except as would not, individually or in the aggregate,
      reasonably be expected to have a Company Material Adverse Effect, the Company
      and the Company Subsidiaries hold all leased real or personal property under
      valid and enforceable leases with no exceptions that would interfere with the
      use made or to be made thereof by them.

    


    (q) Environmental
      Liability.
      Except
      as would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect:

    


    (i) there
      is
      no legal, administrative, or other proceeding, claim or action of any nature
      seeking to impose, or that would reasonably be expected to result in the
      imposition of, on the Company or any Company Subsidiary, any liability relating
      to the release of hazardous substances as defined under any local, state or
      federal environmental statute, regulation or ordinance, including the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      pending or, to the Company’s knowledge, threatened against the Company or any
      Company Subsidiary;

    


    (ii) to
      the
      Company’s knowledge, there is no reasonable basis for any such proceeding, claim
      or action; and

    


    (iii) neither
      the Company nor any Company Subsidiary is subject to any agreement, order,
      judgment or decree by or with any court, Governmental Entity or third party
      imposing any such environmental liability.

    


    
      
        
        

      

      
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    (r) Risk
      Management Instruments.
      Except
      as would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect, all derivative instruments, including, swaps,
      caps, floors and option agreements, whether entered into for the Company’s own
      account, or for the account of one or more of the Company Subsidiaries or its
      or
      their customers, were entered into (i) only in the ordinary course of business,
      (ii) in accordance with prudent practices and in all material respects with
      all
      applicable laws, rules, regulations and regulatory policies and (iii) with
      counterparties believed to be financially responsible at the time; and each
      of
      such instruments constitutes the valid and legally binding obligation of the
      Company or one of the Company Subsidiaries, enforceable in accordance with
      its
      terms, except as may be limited by the Bankruptcy Exceptions. Neither the
      Company or the Company Subsidiaries, nor, to the knowledge of the Company,
      any
      other party thereto, is in breach of any of its obligations under any such
      agreement or arrangement other than such breaches that would not, individually
      or in the aggregate, reasonably be expected to have a Company Material Adverse
      Effect.

    


    (s) Agreements
      with Regulatory Agencies.
      Except
      as set forth on Schedule F, neither the Company nor any Company Subsidiary
      is
      subject to any material cease-and-desist or other similar order or enforcement
      action issued by, or is a party to any material written agreement, consent
      agreement or memorandum of understanding with, or is a party to any commitment
      letter or similar undertaking to, or is subject to any capital directive by,
      or
      since December 31, 2006, has adopted any board resolutions at the request of,
      any Governmental Entity (other than the Appropriate Federal Banking Agencies
      with jurisdiction over the Company and the Company Subsidiaries) that currently
      restricts in any material respect the conduct of its business or that in any
      material manner relates to its capital adequacy, its liquidity and funding
      policies and practices, its ability to pay dividends, its credit, risk
      management or compliance policies or procedures, its internal controls, its
      management or its operations or business (each item in this sentence, a
“Regulatory
      Agreement”),
      nor
      has the Company or any Company Subsidiary been advised since December 31, 2006
      by any such Governmental Entity that it is considering issuing, initiating,
      ordering, or requesting any such Regulatory Agreement. The Company and each
      Company Subsidiary are in compliance in all material respects with each
      Regulatory Agreement to which it is party or subject, and neither the Company
      nor any Company Subsidiary has received any notice from any Governmental Entity
      indicating that either the Company or any Company Subsidiary is not in
      compliance in all material respects with any such Regulatory Agreement.
“Appropriate
      Federal Banking Agency”
means
      the “appropriate Federal banking agency” with respect to the Company or such
      Company Subsidiaries, as applicable, as defined in Section 3(q) of the Federal
      Deposit Insurance Act (12 U.S.C. Section 1813(q)).

    


    (t) Insurance.
      The
      Company and the Company Subsidiaries are insured with reputable insurers against
      such risks and in such amounts as the management of the Company reasonably
      has
      determined to be prudent and consistent with industry practice. The Company
      and
      the Company Subsidiaries are in material compliance with their insurance
      policies and are not in default under any of the material terms thereof, each
      such policy is outstanding and in full force and effect, all premiums and other
      payments due under any material policy have been paid, and all claims thereunder
      have been filed in due and timely fashion, except, in each case, as would not,
      individually or in the aggregate, reasonably be expected to have a Company
      Material Adverse Effect.

    


    
      
        
        

      

      
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    (u) Intellectual
      Property.
      Except
      as would not, individually or in the aggregate, reasonably be expected to have
      a
      Company Material Adverse Effect, (i) the Company and each Company Subsidiary
      owns or otherwise has the right to use, all intellectual property rights,
      including all trademarks, trade dress, trade names, service marks, domain names,
      patents, inventions, trade secrets, know-how, works of authorship and copyrights
      therein, that are used in the conduct of their existing businesses and all
      rights relating to the plans, design and specifications of any of its branch
      facilities (“Proprietary
      Rights”)
      free
      and clear of all liens and any claims of ownership by current or former
      employees, contractors, designers or others and (ii) neither the Company nor
      any
      of the Company Subsidiaries is materially infringing, diluting, misappropriating
      or violating, nor has the Company or any or the Company Subsidiaries received
      any written (or, to the knowledge of the Company, oral) communications alleging
      that any of them has materially infringed, diluted, misappropriated or violated,
      any of the Proprietary Rights owned by any other person. Except as would not,
      individually or in the aggregate, reasonably be expected to have a Company
      Material Adverse Effect, to the Company’s knowledge, no other person is
      infringing, diluting, misappropriating or violating, nor has the Company or
      any
      or the Company Subsidiaries sent any written communications since January 1,
      2006 alleging that any person has infringed, diluted, misappropriated or
      violated, any of the Proprietary Rights owned by the Company and the Company
      Subsidiaries.

    


    (v) Brokers
      and Finders.
      No
      broker, finder or investment banker is entitled to any financial advisory,
      brokerage, finder’s or other fee or commission in connection with this Agreement
      or the Warrant or the transactions contemplated hereby or thereby based upon
      arrangements made by or on behalf of the Company or any Company Subsidiary
      for
      which the Investor could have any liability.

    


    Article
      III

    Covenants

     

    3.1 Commercially
      Reasonable Efforts.

    


    (a) Subject
      to the terms and conditions of this Agreement, each of the parties will use
      its
      commercially reasonable efforts in good faith to take, or cause to be taken,
      all
      actions, and to do, or cause to be done, all things necessary, proper or
      desirable, or advisable under applicable laws, so as to permit consummation
      of
      the Purchase as promptly as practicable and otherwise to enable consummation
      of
      the transactions contemplated hereby and shall use commercially reasonable
      efforts to cooperate with the other party to that end.

    


    (b) If
      the
      Company is required to obtain any stockholder approvals set forth on Schedule
      C,
      then the Company shall comply with this Section 3.1(b) and Section 3.1(c).
      The
      Company shall call a special meeting of its stockholders, as promptly as
      practicable following the Closing, to vote on proposals (collectively, the
      “Stockholder
      Proposals”)
      to (i)
      approve the exercise of the Warrant for Common Stock for purposes of the rules
      of the national security exchange on which the Common Stock is listed and/or
      (ii) amend the Company’s Charter to increase the number of authorized shares of
      Common Stock to at least such number as shall be sufficient to permit the full
      exercise of the Warrant for Common Stock and comply with the 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    other
      provisions of this Section 3.1(b) and Section 3.1(c). The Board of Directors
      shall recommend to the Company’s stockholders that such stockholders vote in
      favor of the Stockholder Proposals. In connection with such meeting, the Company
      shall prepare (and the Investor will reasonably cooperate with the Company
      to
      prepare) and file with the SEC as promptly as practicable (but in no event
      more
      than ten business days after the Closing) a preliminary proxy statement, shall
      use its reasonable best efforts to respond to any comments of the SEC or its
      staff thereon and to cause a definitive proxy statement related to such
      stockholders’ meeting to be mailed to the Company’s stockholders not more than
      five business days after clearance thereof by the SEC, and shall use its
      reasonable best efforts to solicit proxies for such stockholder approval of
      the
      Stockholder Proposals. The Company shall notify the Investor promptly of the
      receipt of any comments from the SEC or its staff with respect to the proxy
      statement and of any request by the SEC or its staff for amendments or
      supplements to such proxy statement or for additional information and will
      supply the Investor with copies of all correspondence between the Company or
      any
      of its representatives, on the one hand, and the SEC or its staff, on the other
      hand, with respect to such proxy statement. If at any time prior to such
      stockholders’ meeting there shall occur any event that is required to be set
      forth in an amendment or supplement to the proxy statement, the Company shall
      as
      promptly as practicable prepare and mail to its stockholders such an amendment
      or supplement. Each of the Investor and the Company agrees promptly to correct
      any information provided by it or on its behalf for use in the proxy statement
      if and to the extent that such information shall have become false or misleading
      in any material respect, and the Company shall as promptly as practicable
      prepare and mail to its stockholders an amendment or supplement to correct
      such
      information to the extent required by applicable laws and regulations. The
      Company shall consult with the Investor prior to filing any proxy statement,
      or
      any amendment or supplement thereto, and provide the Investor with a reasonable
      opportunity to comment thereon. In
      the
      event that the approval of any of the Stockholder Proposals is not obtained
      at
      such special stockholders meeting, the Company shall include a proposal to
      approve (and the Board of Directors shall recommend approval of) each such
      proposal at a meeting of its stockholders no less than once in each subsequent
      six-month period beginning on January 1, 2009 until all such approvals are
      obtained or made.

    


    (c) None
      of
      the information supplied by the Company or any of the Company Subsidiaries
      for
      inclusion in any proxy statement in connection with any such stockholders
      meeting of the Company will, at the date it is filed with the SEC, when first
      mailed to the Company’s stockholders and at the time of any stockholders
      meeting, and at the time of any amendment or supplement thereof, contain any
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements therein, in light of the circumstances under
      which they are made, not misleading.

    


    3.2 Expenses.
      Unless
      otherwise provided in this Agreement or the Warrant, each of the parties hereto
      will bear and pay all costs and expenses incurred by it or on its behalf in
      connection with the transactions contemplated under this Agreement and the
      Warrant, including fees and expenses of its own financial or other consultants,
      investment bankers, accountants and counsel.

    


    3.3 Sufficiency
      of Authorized Common Stock; Exchange Listing.

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (a) During
      the period from the Closing Date (or, if the approval of the Stockholder
      Proposals is required, the date of such approval) until the date on which the
      Warrant has been fully exercised, the Company shall at all times have reserved
      for issuance, free of preemptive or similar rights, a sufficient number of
      authorized and unissued Warrant Shares to effectuate such exercise. Nothing
      in
      this Section 3.3 shall preclude the Company from satisfying its obligations
      in
      respect of the exercise of the Warrant by delivery of shares of Common Stock
      which are held in the treasury of the Company. As soon as reasonably practicable
      following the Closing, the Company shall, at its expense, cause the Warrant
      Shares to be listed on the same national securities exchange on which the Common
      Stock is listed, subject to official notice of issuance, and shall maintain
      such
      listing for so long as any Common Stock is listed on such exchange.

    


    (b) If
      requested by the Investor, the Company shall promptly use its reasonable best
      efforts to cause the Preferred Shares to be approved for listing on a national
      securities exchange as promptly as practicable following such
      request.

    


    3.4 Certain
      Notifications Until Closing.
      From
      the Signing Date until the Closing, the Company shall promptly notify the
      Investor of (i) any fact, event or circumstance of which it is aware and which
      would reasonably be expected to cause any representation or warranty of the
      Company contained in this Agreement to be untrue or inaccurate in any material
      respect or to cause any covenant or agreement of the Company contained in this
      Agreement not to be complied with or satisfied in any material respect and
      (ii)
      except as Previously Disclosed, any fact, circumstance, event, change,
      occurrence, condition or development of which the Company is aware and which,
      individually or in the aggregate, has had or would reasonably be expected to
      have a Company Material Adverse Effect; provided,
      however,
      that
      delivery of any notice pursuant to this Section 3.4 shall not limit or affect
      any rights of or remedies available to the Investor; provided,
      further,
      that a
      failure to comply with this Section 3.4 shall not constitute a breach of this
      Agreement or the failure of any condition set forth in Section 1.2 to be
      satisfied unless the underlying Company Material Adverse Effect or material
      breach would independently result in the failure of a condition set forth in
      Section 1.2 to be satisfied.

    


    3.5 Access,
      Information and Confidentiality.

    


    (a) From
      the
      Signing Date until the date when the Investor holds an amount of Preferred
      Shares having an aggregate liquidation value of less than 10% of the Purchase
      Price, the Company will permit the Investor and its agents, consultants,
      contractors and advisors (x) acting through the Appropriate Federal Banking
      Agency, to examine the corporate books and make copies thereof and to discuss
      the affairs, finances and accounts of the Company and the Company Subsidiaries
      with the principal officers of the Company, all upon reasonable notice and
      at
      such reasonable times and as often as the Investor may reasonably request and
      (y) to review any information material to the Investor’s investment in the
      Company provided by the Company to its Appropriate Federal Banking Agency.
      Any
      investigation pursuant to this Section 3.5 shall be conducted during normal
      business hours and in such manner as not to interfere unreasonably with the
      conduct of the business of the Company, and nothing herein shall require the
      Company or any Company Subsidiary to disclose any information to the Investor
      to
      the extent (i) prohibited by applicable law or regulation, or (ii) that such
      disclosure would reasonably be 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    expected
      to cause a violation of any agreement to which the Company or any Company
      Subsidiary is a party or would cause a risk of a loss of privilege to the
      Company or any Company Subsidiary (provided
      that the
      Company shall use commercially reasonable efforts to make appropriate substitute
      disclosure arrangements under circumstances where the restrictions in this
      clause (ii) apply).

    


    (b) The
      Investor will use reasonable best efforts to hold, and will use reasonable
      best
      efforts to cause its agents, consultants, contractors and advisors to hold,
      in
      confidence all non-public records, books, contracts, instruments, computer
      data
      and other data and information (collectively, “Information”)
      concerning the Company furnished or made available to it by the Company or
      its
      representatives pursuant to this Agreement (except to the extent that such
      information can be shown to have been (i) previously known by such party on
      a
      non-confidential basis, (ii) in the public domain through no fault of such
      party
      or (iii) later lawfully acquired from other sources by the party to which it
      was
      furnished (and without violation of any other confidentiality obligation));
      provided
      that
      nothing herein shall prevent the Investor from disclosing any Information to
      the
      extent required by applicable laws or regulations or by any subpoena or similar
      legal process.

    


    Article
      IV

    Additional
      Agreements

     

    4.1 Purchase
      for Investment.
      The
      Investor acknowledges that the Purchased Securities and the Warrant Shares
      have
      not been registered under the Securities Act or under any state securities
      laws.
      The Investor (a) is acquiring the Purchased Securities pursuant to an exemption
      from registration under the Securities Act solely for investment with no present
      intention to distribute them to any person in violation of the Securities Act
      or
      any applicable U.S. state securities laws, (b) will not sell or otherwise
      dispose of any of the Purchased Securities or the Warrant Shares, except in
      compliance with the registration requirements or exemption provisions of the
      Securities Act and any applicable U.S. state securities laws, and (c) has such
      knowledge and experience in financial and business matters and in investments
      of
      this type that it is capable of evaluating the merits and risks of the Purchase
      and of making an informed investment decision.

    


    4.2 Legends.

    


    (a) The
      Investor agrees that all certificates or other instruments representing the
      Warrant and the Warrant Shares will bear a legend substantially to the following
      effect:

    


    “THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
      MAY
      NOT BE TRANSFERRED, SOLD 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.”

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    (b) The
      Investor agrees that all certificates or other instruments representing the
      Warrant will also bear a legend substantially to the following
      effect:

    


    “THIS
      INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
      PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
      SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE
      WITH
      THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR
      OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
      OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.”

    


    (c) In
      addition, the Investor agrees that all certificates or other instruments
      representing the Preferred Shares will bear a legend substantially to the
      following effect:

    


    “THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS
      OR
      OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
      CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
      EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
      ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
      REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON
      THE
      EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
      ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
      ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL
      NOT
      OFFER, SELL OR 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 ISSUER OR (D) PURSUANT TO ANY
      OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

    REQUIREMENTS
      

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    OF
      THE
      SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY
      TO THE EFFECT OF THIS LEGEND.”

    


    (d) In
      the
      event that any Purchased Securities or Warrant Shares (i) become registered
      under the Securities Act or (ii) are eligible to be transferred without
      restriction in accordance with Rule 144 or another exemption from registration
      under the Securities Act (other than Rule 144A), the Company shall issue new
      certificates or other instruments representing such Purchased Securities or
      Warrant Shares, which shall not contain the applicable legends in Sections
      4.2(a) and (c) above; provided
      that the
      Investor surrenders to the Company the previously issued certificates or other
      instruments. Upon Transfer of all or a portion of the Warrant in compliance
      with
      Section 4.4, the Company shall issue new certificates or other instruments
      representing the Warrant, which shall not contain the applicable legend in
      Section 4.2(b) above; provided
      that the
      Investor surrenders to the Company the previously issued certificates or other
      instruments.

    


    4.3 Certain
      Transactions.
      The
      Company will not merge or consolidate with, or sell, transfer or lease all
      or
      substantially all of its property or assets to, any other party unless the
      successor, transferee or lessee party (or its ultimate parent entity), as the
      case may be (if not the Company), expressly assumes the due and punctual
      performance and observance of each and every covenant, agreement and condition
      of this Agreement to be performed and observed by the Company.

    


    4.4 Transfer
      of Purchased Securities and Warrant Shares; Restrictions on Exercise of the
      Warrant. Subject
      to compliance with applicable securities laws, the Investor shall be permitted
      to transfer, sell, assign or otherwise dispose of (“Transfer”)
      all or
      a portion of the Purchased Securities or Warrant Shares at any time, and the
      Company shall take all steps as may be reasonably requested by the Investor
      to
      facilitate the Transfer of the Purchased Securities and the Warrant Shares;
      provided
      that the
      Investor shall not Transfer a portion or portions of the Warrant with respect
      to, and/or exercise the Warrant for, more than one-half of the Initial Warrant
      Shares (as such number may be adjusted from time to time pursuant to Section
      13
      thereof) in the aggregate until the earlier of (a) the date on which the Company
      (or any successor by Business Combination) has received aggregate gross proceeds
      of not less than the Purchase Price (and the purchase price paid by the Investor
      to any such successor for securities of such successor purchased under the
      CPP)
      from one or more Qualified Equity Offerings (including Qualified Equity
      Offerings of such successor) and (b) December 31, 2009. “Qualified
      Equity Offering”
means
      the sale and issuance for cash by the Company to persons other than the Company
      or any of the Company Subsidiaries after the Closing Date of shares of perpetual
      Preferred Stock, Common Stock or any combination of such stock, that, in each
      case, qualify as and may be included in Tier 1 capital of the Company at the
      time of issuance under the applicable risk-based capital guidelines of the
      Company’s Appropriate Federal Banking Agency (other than any such sales and
      issuances made pursuant to agreements or arrangements entered into, or pursuant
      to financing plans which were publicly announced, on or prior to October 13,
      2008).

     

    
      
        
        

      

      
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    “Business
      Combination”
means
      a
      merger, consolidation, statutory share exchange or similar transaction that
      requires the approval of the Company’s stockholders.

    


    4.5 Registration
      Rights.

    


    (a) Registration.

    


    (i) Subject
      to the terms and conditions of this Agreement, the Company covenants and agrees
      that as promptly as practicable after the Closing Date (and in any event no
      later than 30 days after the Closing Date), the Company shall prepare and file
      with the SEC a Shelf Registration Statement covering all Registrable Securities
      (or otherwise designate an existing Shelf Registration Statement filed with
      the
      SEC to cover the Registrable Securities), and, to the extent the Shelf
      Registration Statement has not theretofore been declared effective or is not
      automatically effective upon such filing, the Company shall use reasonable
      best
      efforts to cause such Shelf Registration Statement to be declared or become
      effective and to keep such Shelf Registration Statement continuously effective
      and in compliance with the Securities Act and usable for resale of such
      Registrable Securities for a period from the date of its initial effectiveness
      until such time as there are no Registrable Securities remaining (including
      by
      refiling such Shelf Registration Statement (or a new Shelf Registration
      Statement) if the initial Shelf Registration Statement expires). So long as
      the
      Company is a well-known seasoned issuer (as defined in Rule 405 under the
      Securities Act) at the time of filing of the Shelf Registration Statement with
      the SEC, such Shelf Registration Statement shall be designated by the Company
      as
      an automatic Shelf Registration Statement. Notwithstanding the foregoing, if
      on
      the Signing Date the Company is not eligible to file a registration statement
      on
      Form S-3, then the Company shall not be obligated to file a Shelf Registration
      Statement unless and until requested to do so in writing by the
      Investor.

    


    (ii) Any
      registration pursuant to Section 4.5(a)(i) shall be effected by means of a
      shelf
      registration on an appropriate form under Rule 415 under the Securities Act
      (a
“Shelf
      Registration Statement”).
      If
      the Investor or any other Holder intends to distribute any Registrable
      Securities by means of an underwritten offering it shall promptly so advise the
      Company and the Company shall take all reasonable steps to facilitate such
      distribution, including the actions required pursuant to Section 4.5(c);
provided
      that the
      Company shall not be required to facilitate an underwritten offering of
      Registrable Securities unless the expected gross proceeds from such offering
      exceed (i) 2% of the initial aggregate liquidation preference of the Preferred
      Shares if such initial aggregate liquidation preference is less than $2 billion
      and (ii) $200 million if the initial aggregate liquidation preference of the
      Preferred Shares is equal to or greater than $2 billion. The lead underwriters
      in any such distribution shall be selected by the Holders of a majority of
      the
      Registrable Securities to be distributed; provided
      that to
      the extent appropriate and permitted under applicable law, such Holders shall
      consider the qualifications of any broker-dealer Affiliate of the Company in
      selecting the lead underwriters in any such distribution.

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (iii) The
      Company shall not be required to effect a registration (including a resale
      of
      Registrable Securities from an effective Shelf Registration Statement) or an
      underwritten offering pursuant to Section 4.5(a): (A) with respect to securities
      that are not Registrable Securities; or (B) if the Company has notified the
      Investor and all other Holders that in the good faith judgment of the Board
      of
      Directors, it would be materially detrimental to the Company or its
      securityholders for such registration or underwritten offering to be effected
      at
      such time, in which event the Company shall have the right to defer such
      registration for a period of not more than 45 days after receipt of the request
      of the Investor or any other Holder; provided
      that
      such right to delay a registration or underwritten offering shall be exercised
      by the Company (1) only if the Company has generally exercised (or is
      concurrently exercising) similar black-out rights against holders of similar
      securities that have registration rights and (2) not more than three times
      in
      any 12-month period and not more than 90 days in the aggregate in any 12-month
      period.

    


    (iv) If
      during
      any period when an effective Shelf Registration Statement is not available,
      the
      Company proposes to register any of its equity securities, other than a
      registration pursuant to Section 4.5(a)(i) or a Special Registration, and the
      registration form to be filed may be used for the registration or qualification
      for distribution of Registrable Securities, the Company will give prompt written
      notice to the Investor and all other Holders of its intention to effect such
      a
      registration (but in no event less than ten days prior to the anticipated filing
      date) and will include in such registration all Registrable Securities with
      respect to which the Company has received written requests for inclusion therein
      within ten business days after the date of the Company’s notice (a “Piggyback
      Registration”).
      Any
      such person that has made such a written request may withdraw its Registrable
      Securities from such Piggyback Registration by giving written notice to the
      Company and the managing underwriter, if any, on or before the fifth business
      day prior to the planned effective date of such Piggyback Registration. The
      Company may terminate or withdraw any registration under this Section 4.5(a)(iv)
      prior to the effectiveness of such registration, whether or not Investor or
      any
      other Holders have elected to include Registrable Securities in such
      registration.

    


    (v) If
      the
      registration referred to in Section 4.5(a)(iv) is proposed to be underwritten,
      the Company will so advise Investor and all other Holders as a part of the
      written notice given pursuant to Section 4.5(a)(iv). In such event, the right
      of
      Investor and all other Holders to registration pursuant to Section 4.5(a) will
      be conditioned upon such persons’ participation in such underwriting and the
      inclusion of such person’s Registrable Securities in the underwriting if such
      securities are of the same class of securities as the securities to be offered
      in the underwritten offering, and each such person will (together with the
      Company and the other persons distributing their securities through such
      underwriting) enter into an underwriting agreement in customary form with the
      underwriter or underwriters selected for such underwriting by the Company;
      provided
      that
      the
      Investor (as opposed to other Holders) shall not be required to indemnify any
      person in connection with any registration. If any participating person
      disapproves of the terms of the underwriting, such person may elect to withdraw
      therefrom by written notice 

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    to
      the
      Company, the managing underwriters and the Investor (if the Investor is
      participating in the underwriting).

    


    (vi) If
      either
      (x) the Company grants “piggyback” registration rights to one or more third
      parties to include their securities in an underwritten offering under the Shelf
      Registration Statement pursuant to Section 4.5(a)(ii) or (y) a Piggyback
      Registration under Section 4.5(a)(iv) relates to an underwritten offering on
      behalf of the Company, and in either case the managing underwriters advise
      the
      Company that in their reasonable opinion the number of securities requested
      to
      be included in such offering exceeds the number which can be sold without
      adversely affecting the marketability of such offering (including an adverse
      effect on the per share offering price), the Company will include in such
      offering only such number of securities that in the reasonable opinion of such
      managing underwriters can be sold without adversely affecting the marketability
      of the offering (including an adverse effect on the per share offering price),
      which securities will be so included in the following order of priority: (A)
      first, in the case of a Piggyback Registration under Section 4.5(a)(iv), the
      securities the Company proposes to sell, (B) then the Registrable Securities
      of
      the Investor and all other Holders who have requested inclusion of Registrable
      Securities pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iv), as applicable,
      pro
      rata
      on the
      basis of the aggregate number of such securities or shares owned by each such
      person and (C) lastly, any other securities of the Company that have been
      requested to be so included, subject to the terms of this Agreement;
provided,
      however, that
      if
      the Company has, prior to the Signing Date, entered into an agreement with
      respect to its securities that is inconsistent with the order of priority
      contemplated hereby then it shall apply the order of priority in such
      conflicting agreement to the extent that it would otherwise result in a breach
      under such agreement.

    


    (b) Expenses
      of Registration.
      All
      Registration Expenses incurred in connection with any registration,
      qualification or compliance hereunder shall be borne by the Company. All Selling
      Expenses incurred in connection with any registrations hereunder shall be borne
      by the holders of the securities so registered pro
      rata
      on the
      basis of the aggregate offering or sale price of the securities so
      registered.

    


    (c) Obligations
      of the Company.
      The
      Company shall use its reasonable best efforts, for so long as there are
      Registrable Securities outstanding, to take such actions as are under its
      control to not become an ineligible issuer (as defined in Rule 405 under the
      Securities Act) and to remain a well- known seasoned issuer (as defined in
      Rule
      405 under the Securities Act) if it has such status on the Signing Date or
      becomes eligible for such status in the future. In addition, whenever required
      to effect the registration of any Registrable Securities or facilitate the
      distribution of Registrable Securities pursuant to an effective Shelf
      Registration Statement, the Company shall, as expeditiously as reasonably
      practicable:

    


    (i) Prepare
      and file with the SEC a prospectus supplement with respect to a proposed
      offering of Registrable Securities pursuant to an effective registration
      statement, subject to Section 4.5(d), keep such registration statement effective
      and keep 

     

    
      
        
        

      

      
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    such
      prospectus supplement current until the securities described therein are no
      longer Registrable Securities.

    


    (ii) Prepare
      and file with the SEC such amendments and supplements to the applicable
      registration statement and the prospectus or prospectus supplement used in
      connection with such registration statement as may be necessary to comply with
      the provisions of the Securities Act with respect to the disposition of all
      securities covered by such registration statement.

    


    (iii) Furnish
      to the Holders and any underwriters such number of copies of the applicable
      registration statement and each such amendment and supplement thereto (including
      in each case all exhibits) and of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of Registrable Securities owned or to be distributed by
      them.

    (iv) Use
      its
      reasonable best efforts to register and qualify the securities covered by such
      registration statement under such other securities or Blue Sky laws of such
      jurisdictions as shall be reasonably requested by the Holders or any managing
      underwriter(s), to keep such registration or qualification in effect for so
      long
      as such registration statement remains in effect, and to take any other action
      which may be reasonably necessary to enable such seller to consummate the
      disposition in such jurisdictions of the securities owned by such Holder;
provided
      that the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify to do business or to file a general consent to service of process
      in
      any such states or jurisdictions.

    


    (v) Notify
      each Holder of Registrable Securities at any time when a prospectus relating
      thereto is required to be delivered under the Securities Act of the happening
      of
      any event as a result of which the applicable prospectus, as then in effect,
      includes an untrue statement of a material fact or omits to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing.

    


    (vi) Give
      written notice to the Holders:

    


    (A) when
      any
      registration statement filed pursuant to Section 4.5(a) or any amendment thereto
      has been filed with the SEC (except for any amendment effected by the filing
      of
      a document with the SEC pursuant to the Exchange Act) and when such registration
      statement or any post-effective amendment thereto has become
      effective;

    


    (B) of
      any
      request by the SEC for amendments or supplements to any registration statement
      or the prospectus included therein or for additional information;

    


    
      
        
        

      

      
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    (C) of
      the
      issuance by the SEC of any stop order suspending the effectiveness of any
      registration statement or the initiation of any proceedings for that
      purpose;

    


    (D) of
      the
      receipt by the Company or its legal counsel of any notification with respect
      to
      the suspension of the qualification of the Common Stock for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose;

    


    (E) of
      the
      happening of any event that requires the Company to make changes in any
      effective registration statement or the prospectus related to the registration
      statement in order to make the statements therein not misleading (which notice
      shall be accompanied by an instruction to suspend the use of the prospectus
      until the requisite changes have been made); and

    


    (F) if
      at any
      time the representations and warranties of the Company contained in any
      underwriting agreement contemplated by Section 4.5(c)(x) cease to be true and
      correct.

    


    (vii) Use
      its
      reasonable best efforts to prevent the issuance or obtain the withdrawal of
      any
      order suspending the effectiveness of any registration statement referred to
      in
      Section 4.5(c)(vi)(C) at the earliest practicable time.

    


    (viii) Upon
      the
      occurrence of any event contemplated by Section 4.5(c)(v) or 4.5(c)(vi)(E),
      promptly prepare a post-effective amendment to such registration statement
      or a
      supplement to the related prospectus or file any other required document so
      that, as thereafter delivered to the Holders and any underwriters, the
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. If the Company
      notifies the Holders in accordance with Section 4.5(c)(vi)(E) to suspend the
      use
      of the prospectus until the requisite changes to the prospectus have been made,
      then the Holders and any underwriters shall suspend use of such prospectus
      and
      use their reasonable best efforts to return to the Company all copies of such
      prospectus (at the Company’s expense) other than permanent file copies then in
      such Holders’ or underwriters’ possession. The total number of days that any
      such suspension may be in effect in any 12-month period shall not exceed 90
      days.

    


    (ix) Use
      reasonable best efforts to procure the cooperation of the Company’s transfer
      agent in settling any offering or sale of Registrable Securities, including
      with
      respect to the transfer of physical stock certificates into book-entry form
      in
      accordance with any procedures reasonably requested by the Holders or any
      managing underwriter(s).

    


    (x) If
      an
      underwritten offering is requested pursuant to Section 4.5(a)(ii), enter into
      an
      underwriting agreement in customary form, scope and substance and take all
      such


     

    
      
        
        

      

      
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    other
      actions reasonably requested by the Holders of a majority of the Registrable
      Securities being sold in connection therewith or by the managing underwriter(s),
      if any, to expedite or facilitate the underwritten disposition of such
      Registrable Securities, and in connection therewith in any underwritten offering
      (including making members of management and executives of the Company available
      to participate in “road shows”, similar sales events and other marketing
      activities), (A) make such representations and warranties to the Holders that
      are selling stockholders and the managing underwriter(s), if any, with respect
      to the business of the Company and its subsidiaries, and the Shelf Registration
      Statement, prospectus and documents, if any, incorporated or deemed to be
      incorporated by reference therein, in each case, in customary form, substance
      and scope, and, if true, confirm the same if and when requested, (B) use its
      reasonable best efforts to furnish the underwriters with opinions of counsel
      to
      the Company, addressed to the managing underwriter(s), if any, covering the
      matters customarily covered in such opinions requested in underwritten
      offerings, (C) use its reasonable best efforts to obtain “cold comfort” letters
      from the independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of any business
      acquired by the Company for which financial statements and financial data are
      included in the Shelf Registration Statement) who have certified the financial
      statements included in such Shelf Registration Statement, addressed to each
      of
      the managing underwriter(s), if any, such letters to be in customary form and
      covering matters of the type customarily covered in “cold comfort” letters, (D)
      if an underwriting agreement is entered into, the same shall contain
      indemnification provisions and procedures customary in underwritten offerings
      (provided that the Investor shall not be obligated to provide any indemnity),
      and (E) deliver such documents and certificates as may be reasonably requested
      by the Holders of a majority of the Registrable Securities being sold in
      connection therewith, their counsel and the managing underwriter(s), if any,
      to
      evidence the continued validity of the representations and warranties made
      pursuant to clause (i) above and to evidence compliance with any customary
      conditions contained in the underwriting agreement or other agreement entered
      into by the Company.

    


    (xi) Make
      available for inspection by a representative of Holders that are selling
      stockholders, the managing underwriter(s), if any, and any attorneys or
      accountants retained by such Holders or managing underwriter(s), at the offices
      where normally kept, during reasonable business hours, financial and other
      records, pertinent corporate documents and properties of the Company, and cause
      the officers, directors and employees of the Company to supply all information
      in each case reasonably requested (and of the type customarily provided in
      connection with due diligence conducted in connection with a registered public
      offering of securities) by any such representative, managing underwriter(s),
      attorney or accountant in connection with such Shelf Registration
      Statement.

    


    (xii) Use
      reasonable best efforts to cause all such Registrable Securities to be listed
      on
      each national securities exchange on which similar securities issued by the
      Company are then listed or, if no similar securities issued by the Company
      are
      then listed on any national securities exchange, use its reasonable best efforts
      to cause all such 

     

    
      
        
        

      

      
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    Registrable
      Securities to be listed on such securities exchange as the Investor may
      designate.

    


    (xiii) If
      requested by Holders of a majority of the Registrable Securities being
      registered and/or sold in connection therewith, or the managing underwriter(s),
      if any, promptly include in a prospectus supplement or amendment such
      information as the Holders of a majority of the Registrable Securities being
      registered and/or sold in connection therewith or managing underwriter(s),
      if
      any, may reasonably request in order to permit the intended method of
      distribution of such securities and make all required filings of such prospectus
      supplement or such amendment as soon as practicable after the Company has
      received such request.

    


    (xiv) Timely
      provide to its security holders earning statements satisfying the provisions
      of
      Section 11(a) of the Securities Act and Rule 158 thereunder.

    


    (d) Suspension
      of Sales.
      Upon
      receipt of written notice from the Company that a registration statement,
      prospectus or prospectus supplement contains or may contain an untrue statement
      of a material fact or omits or may omit to state a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading or
      that circumstances exist that make inadvisable use of such registration
      statement, prospectus or prospectus supplement, the Investor and each Holder
      of
      Registrable Securities shall forthwith discontinue disposition of Registrable
      Securities until the Investor and/or Holder has received copies of a
      supplemented or amended prospectus or prospectus supplement, or until the
      Investor and/or such Holder is advised in writing by the Company that the use
      of
      the prospectus and, if applicable, prospectus supplement may be resumed, and,
      if
      so directed by the Company, the Investor and/or such Holder shall deliver to
      the
      Company (at the Company’s expense) all copies, other than permanent file copies
      then in the Investor and/or such Holder’s possession, of the prospectus and, if
      applicable, prospectus supplement covering such Registrable Securities current
      at the time of receipt of such notice. The total number of days that any such
      suspension may be in effect in any 12-month period shall not exceed 90
      days.

    


    (e) Termination
      of Registration Rights.
      A
      Holder’s registration rights as to any securities held by such Holder (and its
      Affiliates, partners, members and former members) shall not be available unless
      such securities are Registrable Securities.

    


    (f) Furnishing
      Information.

    


    (i) Neither
      the Investor nor any Holder shall use any free writing prospectus (as defined
      in
      Rule 405) in connection with the sale of Registrable Securities without the
      prior written consent of the Company.

    


    (ii) It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to Section 4.5(c) that Investor and/or the selling Holders and the
      underwriters, if any, shall furnish to the Company such information regarding
      themselves, the Registrable Securities held by them and the intended method
      of


     

    
      
        
        

      

      
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    disposition
      of such securities as shall be required to effect the registered offering of
      their Registrable Securities.

    


    (g) Indemnification.

    


    (i) The
      Company agrees to indemnify each Holder and, if a Holder is a person other
      than
      an individual, such Holder’s officers, directors, employees, agents,
      representatives and Affiliates, and each Person, if any, that controls a Holder
      within the meaning of the Securities Act (each, an “Indemnitee”),
      against any and all losses, claims, damages, actions, liabilities, costs and
      expenses (including reasonable fees, expenses and disbursements of attorneys
      and
      other professionals incurred in connection with investigating, defending,
      settling, compromising or paying any such losses, claims, damages, actions,
      liabilities, costs and expenses), joint or several, arising out of or based
      upon
      any untrue statement or alleged untrue statement of material fact contained
      in
      any registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto or any
      documents incorporated therein by reference or contained in any free writing
      prospectus (as such term is defined in Rule 405) prepared by the Company or
      authorized by it in writing for use by such Holder (or any amendment or
      supplement thereto); or any omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading; provided,
      that
      the Company shall not be liable to such Indemnitee in any such case to the
      extent that any such loss, claim, damage, liability (or action or proceeding
      in
      respect thereof) or expense arises out of or is based upon (A) an untrue
      statement or omission made in such registration statement, including any such
      preliminary prospectus or final prospectus contained therein or any such
      amendments or supplements thereto or contained in any free writing prospectus
      (as such term is defined in Rule 405) prepared by the Company or authorized
      by
      it in writing for use by such Holder (or any amendment or supplement thereto),
      in reliance upon and in conformity with information regarding such Indemnitee
      or
      its plan of distribution or ownership interests which was furnished in writing
      to the Company by such Indemnitee for use in connection with such registration
      statement, including any such preliminary prospectus or final prospectus
      contained therein or any such amendments or supplements thereto, or (B) offers
      or sales effected by or on behalf of such Indemnitee “by means of” (as defined
      in Rule 1 59A) a “free writing prospectus” (as defined in Rule 405) that was not
      authorized in writing by the Company.

    


    (ii) If
      the
      indemnification provided for in Section 4.5(g)(i) is unavailable to an
      Indemnitee with respect to any losses, claims, damages, actions, liabilities,
      costs or expenses referred to therein or is insufficient to hold the Indemnitee
      harmless as contemplated therein, then the Company, in lieu of indemnifying
      such
      Indemnitee, shall contribute to the amount paid or payable by such Indemnitee
      as
      a result of such losses, claims, damages, actions, liabilities, costs or
      expenses in such proportion as is appropriate to reflect the relative fault
      of
      the Indemnitee, on the one hand, and the Company, on the other hand, in
      connection with the statements or omissions which resulted in such losses,
      claims, damages, actions, liabilities, costs or expenses as well as any other
      relevant 

     

    
      
        
        

      

      
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    equitable
      considerations. The relative fault of the Company, on the one hand, and of
      the
      Indemnitee, on the other hand, shall be determined by reference to, among other
      factors, whether the untrue statement of a material fact or omission to state
      a
      material fact relates to information supplied by the Company or by the
      Indemnitee and the parties’ relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission; the Company
      and each Holder agree that it would not be just and equitable if contribution
      pursuant to this Section 4.5(g)(ii) were determined by pro
      rata allocation
      or by any other method of allocation that does not take account of the equitable
      considerations referred to in Section 4.5(g)(i). No Indemnitee guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from the Company if the
      Company was not guilty of such fraudulent misrepresentation.

    


    (h) Assignment
      of Registration Rights.
      The
      rights of the Investor to registration of Registrable Securities pursuant to
      Section 4.5(a) may be assigned by the Investor to a transferee or assignee
      of
      Registrable Securities with a liquidation preference or, in the case of
      Registrable Securities other than Preferred Shares, a market value, no less
      than
      an amount equal to (i) 2% of the initial aggregate liquidation preference of
      the
      Preferred Shares if such initial aggregate liquidation preference is less than
      $2 billion and (ii) $200 million if the initial aggregate liquidation preference
      of the Preferred Shares is equal to or greater than $2 billion; provided,
      however,
      the
      transferor shall, within ten days after such transfer, furnish to the Company
      written notice of the name and address of such transferee or assignee and the
      number and type of Registrable Securities that are being assigned. For purposes
      of this Section 4.5(h), “market value” per share of Common Stock shall be the
      last reported sale price of the Common Stock on the national securities exchange
      on which the Common Stock is listed or admitted to trading on the last trading
      day prior to the proposed transfer, and the “market value” for the Warrant (or
      any portion thereof) shall be the market value per share of Common Stock into
      which the Warrant (or such portion) is exercisable less the exercise price
      per
      share.

    


    (i) Clear
      Market.
      With
      respect to any underwritten offering of Registrable Securities by the Investor
      or other Holders pursuant to this Section 4.5, the Company agrees not to effect
      (other than pursuant to such registration or pursuant to a Special Registration)
      any public sale or distribution, or to file any Shelf Registration Statement
      (other than such registration or a Special Registration) covering, in the case
      of an underwritten offering of Common Stock or Warrants, any of its equity
      securities or, in the case of an underwritten offering of Preferred Shares,
      any
      Preferred Stock of the Company, or, in each case, any securities convertible
      into or exchangeable or exercisable for such securities, during the period
      not
      to exceed ten days prior and 60 days following the effective date of such
      offering or such longer period up to 90 days as may be requested by the managing
      underwriter for such underwritten offering. The Company also agrees to cause
      such of its directors and senior executive officers to execute and deliver
      customary lock-up agreements in such form and for such time period up to 90
      days
      as may be requested by the managing underwriter. “Special
      Registration”
means
      the registration of (A) equity securities and/or options or other rights in
      respect thereof solely registered on Form S-4 or Form S-8 (or successor form)
      or
      (B) shares of equity securities and/or options or other rights in respect
      thereof to be offered to directors, members of management, employees,
      consultants, 

     

    
      
        
        

      

      
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    customers,
      lenders or vendors of the Company or Company Subsidiaries or in connection
      with
      dividend reinvestment plans.

    


    (j) Rule
      144; Rule 144A.
      With a
      view to making available to the Investor and Holders the benefits of certain
      rules and regulations of the SEC which may permit the sale of the Registrable
      Securities to the public without registration, the Company agrees to use its
      reasonable best efforts to:

    


    (i) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities
      Act, at all times after the Signing Date;

    


    (ii) (A)
      file
      with the SEC, in a timely manner, all reports and other documents required
      of
      the Company under the Exchange Act, and (B) if at any time the Company is not
      required to file such reports, make available, upon the request of any Holder,
      such information necessary to permit sales pursuant to Rule 144A (including
      the
      information required by Rule 144A(d)(4) under the Securities Act);

    


    (iii) so
      long
      as the Investor or a Holder owns any Registrable Securities, furnish to the
      Investor or such Holder forthwith upon request: a written statement by the
      Company as to its compliance with the reporting requirements of Rule 144 under
      the Securities Act, and of the Exchange Act; a copy of the most recent annual
      or
      quarterly report of the Company; and such other reports and documents as the
      Investor or Holder may reasonably request in availing itself of any rule or
      regulation of the SEC allowing it to sell any such securities to the public
      without registration; and

    


    (iv) take
      such
      further action as any Holder may reasonably request, all to the extent required
      from time to time to enable such Holder to sell Registrable Securities without
      registration under the Securities Act.

    


    (k) As
      used
      in this Section 4.5, the following terms shall have the following respective
      meanings:

    


    (i) “Holder”
means
      the Investor and any other holder of Registrable Securities to whom the
      registration rights conferred by this Agreement have been transferred in
      compliance with Section 4.5(h) hereof.

    


    (ii) “Holders’
      Counsel”
means
      one counsel for the selling Holders chosen by Holders holding a majority
      interest in the Registrable Securities being registered.

    


    (iii) “Register,”
      “registered,”
and
      “registration”
shall
      refer to a registration effected by preparing and (A) filing a registration
      statement in compliance with the Securities Act and applicable rules and
      regulations thereunder, and the declaration or ordering of effectiveness of
      such
      registration statement or (B) filing a prospectus and/or prospectus


     

    
      
        
        

      

      
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    supplement
      in respect of an appropriate effective registration statement on Form
      S-3.

    


    (iv) “Registrable
      Securities”
means
      (A) all Preferred Shares, (B) the Warrant (subject to Section 4.5(p)) and (C)
      any equity securities issued or issuable directly or indirectly with respect
      to
      the securities referred to in the foregoing clauses (A) or (B) by way of
      conversion, exercise or exchange thereof, including the Warrant Shares, or
      share
      dividend or share split or in connection with a combination of shares,
      recapitalization, reclassification, merger, amalgamation, arrangement,
      consolidation or other reorganization, provided
      that,
      once issued, such securities will not be Registrable Securities when (1) they
      are sold pursuant to an effective registration statement under the Securities
      Act, (2) except as provided below in Section 4.5(o), they may be sold pursuant
      to Rule 144 without limitation thereunder on volume or manner of sale, (3)
      they
      shall have ceased to be outstanding or (4) they have been sold in a private
      transaction in which the transferor’s rights under this Agreement are not
      assigned to the transferee of the securities. No Registrable Securities may
      be
      registered under more than one registration statement at any one
      time.

    


    (v) “Registration
      Expenses”
mean
      all expenses incurred by the Company in effecting any registration pursuant
      to
      this Agreement (whether or not any registration or prospectus becomes effective
      or final) or otherwise complying with its obligations under this Section 4.5,
      including all registration, filing and listing fees, printing expenses, fees
      and
      disbursements of counsel for the Company, blue sky fees and expenses, expenses
      incurred in connection with any “road show”, the reasonable fees and
      disbursements of Holders’ Counsel, and expenses of the Company’s independent
      accountants in connection with any regular or special reviews or audits incident
      to or required by any such registration, but shall not include Selling
      Expenses.

    


    (vi) “Rule
      144”,
      “Rule
      144A”,
      “Rule
      159A”,
      “Rule
      405”
and
      “Rule
      415”
mean,
      in each case, such rule promulgated under the Securities Act (or any successor
      provision), as the same shall be amended from time to time.

    


    (vii) “Selling
      Expenses”
mean
      all discounts, selling commissions and stock transfer taxes applicable to the
      sale of Registrable Securities and fees and disbursements of counsel for any
      Holder (other than the fees and disbursements of Holders’ Counsel included in
      Registration Expenses).

    


    (l) At
      any
      time, any holder of Securities (including any Holder) may elect to forfeit
      its
      rights set forth in this Section 4.5 from that date forward; provided,
      that a
      Holder forfeiting such rights shall nonetheless be entitled to participate
      under
      Section 4.5(a)(iv) - (vi) in any Pending Underwritten Offering to the same
      extent that such Holder would have been entitled to if the holder had not
      withdrawn; and provided,
      further,
      that no
      such forfeiture shall terminate a Holder’s rights or obligations under Section
      4.5(f) with respect to any prior registration or Pending Underwritten Offering.
      “Pending
      Underwritten Offering”
      means,
      with
      respect to any Holder forfeiting its rights pursuant to this Section 4.5(l),
      any
      underwritten offering of 

     

    
      
        
        

      

      
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    Registrable
      Securities in which such Holder has advised the Company of its intent to
      register its Registrable Securities either pursuant to Section 4.5(a)(ii) or
      4.5(a)(iv) prior to the date of such Holder’s forfeiture.

    


    (m) Specific
      Performance.
      The
      parties hereto acknowledge that there would be no adequate remedy at law if
      the
      Company fails to perform any of its obligations under this Section 4.5 and
      that
      the Investor and the Holders from time to time may be irreparably harmed by
      any
      such failure, and accordingly agree that the Investor and such Holders, in
      addition to any other remedy to which they may be entitled at law or in equity,
      to the fullest extent permitted and enforceable under applicable law shall
      be
      entitled to compel specific performance of the obligations of the Company under
      this Section 4.5 in accordance with the terms and conditions of this Section
      4.5.

    


    (n) No
      Inconsistent Agreements.
      The
      Company shall not, on or after the Signing Date, enter into any agreement with
      respect to its securities that may impair the rights granted to the Investor
      and
      the Holders under this Section 4.5 or that otherwise conflicts with the
      provisions hereof in any manner that may impair the rights granted to the
      Investor and the Holders under this Section 4.5. In the event the Company has,
      prior to the Signing Date, entered into any agreement with respect to its
      securities that is inconsistent with the rights granted to the Investor and
      the
      Holders under this Section 4.5 (including agreements that are inconsistent
      with
      the order of priority contemplated by Section 4 .5 (a) (vi)) or that may
      otherwise conflict with the provisions hereof, the Company shall use its
      reasonable best efforts to amend such agreements to ensure they are consistent
      with the provisions of this Section 4.5.

    


    (o) Certain
      Offerings by the Investor.
      In the
      case of any securities held by the Investor that cease to be Registrable
      Securities solely by reason of clause (2) in the definition of “Registrable
      Securities,” the provisions of Sections 4.5(a)(ii), clauses (iv), (ix) and
      (x)-(xii) of Section 4.5(c), Section 4.5(g) and Section 4.5(i) shall continue
      to
      apply until such securities otherwise cease to be Registrable Securities. In
      any
      such case, an “underwritten” offering or other disposition shall include any
      distribution of such securities on behalf of the Investor by one or more
      broker-dealers, an “underwriting agreement” shall include any purchase agreement
      entered into by such broker-dealers, and any “registration statement” or
“prospectus” shall include any offering document approved by the Company and
      used in connection with such distribution.

    


    (p) Registered
      Sales of the Warrant.
      The
      Holders agree to sell the Warrant or any portion thereof under the Shelf
      Registration Statement only beginning 30 days after notifying the Company of
      any
      such sale, during which 30-day period the Investor and all Holders of the
      Warrant shall take reasonable steps to agree to revisions to the Warrant to
      permit a public distribution of the Warrant, including entering into a warrant
      agreement and appointing a warrant agent.

    


    4.6 Voting
      of Warrant Shares.
      Notwithstanding anything in this Agreement to the contrary, the Investor shall
      not exercise any voting rights with respect to the Warrant Shares.

    


    
      
        
        

      

      
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    4.7 Depositary
      Shares.
      Upon
      request by the Investor at any time following the Closing Date, the Company
      shall promptly enter into a depositary arrangement, pursuant to customary
      agreements reasonably satisfactory to the Investor and with a depositary
      reasonably acceptable to the Investor, pursuant to which the Preferred Shares
      may be deposited and depositary shares, each representing a fraction of a
      Preferred Share as specified by the Investor, may be issued. From and after
      the
      execution of any such depositary arrangement, and the deposit of any Preferred
      Shares pursuant thereto, the depositary shares issued pursuant thereto shall
      be
      deemed “Preferred Shares” and, as applicable, “Registrable Securities” for
      purposes of this Agreement.

    


    4.8 Restriction
      on Dividends and Repurchases.

    


    (a) Prior
      to
      the earlier of (x) the third anniversary of the Closing Date and (y) the date
      on
      which the Preferred Shares have been redeemed in whole or the Investor has
      transferred all of the Preferred Shares to third parties which are not
      Affiliates of the Investor, neither the Company nor any Company Subsidiary
      shall, without the consent of the Investor:

    


    (i) declare
      or pay any dividend or make any distribution on the Common Stock (other than
      (A)
      regular quarterly cash dividends of not more than the amount of the last
      quarterly cash dividend per share declared or, if lower, publicly announced
      an
      intention to declare, on the Common Stock prior to October 14, 2008, as adjusted
      for any stock split, stock dividend, reverse stock split, reclassification
      or
      similar transaction, (B) dividends payable solely in shares of Common Stock
      and
      (C) dividends or distributions of rights or Junior Stock in connection with
      a
      stockholders’ rights plan); or

    


    (ii) redeem,
      purchase or acquire any shares of Common Stock or other capital stock or other
      equity securities of any kind of the Company, or any trust preferred securities
      issued by the Company or any Affiliate of the Company, other than (A)
      redemptions, purchases or other acquisitions of the Preferred Shares, (B)
      redemptions, purchases or other acquisitions of shares of Common Stock or other
      Junior Stock, in each case in this clause (B) in connection with the
      administration of any employee benefit plan in the ordinary course of business
      (including purchases to offset the Share Dilution Amount (as defined below)
      pursuant to a publicly announced repurchase plan) and consistent with past
      practice; provided
      that any
      purchases to offset the Share Dilution Amount shall in no event exceed the
      Share
      Dilution Amount, (C) purchases or other acquisitions by a broker-dealer
      subsidiary of the Company solely for the purpose of market-making, stabilization
      or customer facilitation transactions in Junior Stock or Parity Stock in the
      ordinary course of its business, (D) purchases by a broker- dealer subsidiary
      of
      the Company of capital stock of the Company for resale pursuant to an offering
      by the Company of such capital stock underwritten by such broker-dealer
      subsidiary, (E) any redemption or repurchase of rights pursuant to any
      stockholders’ rights plan, (F) the acquisition by the Company or any of the
      Company Subsidiaries of record ownership in Junior Stock or Parity Stock for
      the
      beneficial ownership of any other persons (other than the Company or any other
      Company Subsidiary), including as trustees or custodians, and (G) the exchange
      or conversion of Junior Stock for or into 

     

    
      
        
        

      

      
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    other
      Junior Stock or of Parity Stock or trust preferred securities for or into other
      Parity Stock (with the same or lesser aggregate liquidation amount) or Junior
      Stock, in each case set forth in this clause (G), solely to the extent required
      pursuant to binding contractual agreements entered into prior to the Signing
      Date or any subsequent agreement for the accelerated exercise, settlement or
      exchange thereof for Common Stock (clauses (C) and (F), collectively, the
“Permitted
      Repurchases”).
      “Share
      Dilution Amount”
means
      the increase in the number of diluted shares outstanding (determined in
      accordance with GAAP, and as measured from the date of the Company’s most
      recently filed Company Financial Statements prior to the Closing Date) resulting
      from the grant, vesting or exercise of equity-based compensation to employees
      and equitably adjusted for any stock split, stock dividend, reverse stock split,
      reclassification or similar transaction.

    


    (b) Until
      such time as the Investor ceases to own any Preferred Shares, the Company shall
      not repurchase any Preferred Shares from any holder thereof, whether by means
      of
      open market purchase, negotiated transaction, or otherwise, other than Permitted
      Repurchases, unless it offers to repurchase a ratable portion of the Preferred
      Shares then held by the Investor on the same terms and conditions.

    


    (c) “Junior
      Stock” means
      Common Stock and any other class or series of stock of the Company the terms
      of
      which expressly provide that it ranks junior to the Preferred Shares as to
      dividend rights and/or as to rights on liquidation, dissolution or winding
      up of
      the Company. “Parity
      Stock” means
      any
      class or series of stock of the Company the terms of which do not expressly
      provide that such class or series will rank senior or junior to the Preferred
      Shares as to dividend rights and/or as to rights on liquidation, dissolution
      or
      winding up of the Company (in each case without regard to whether dividends
      accrue cumulatively or non-cumulatively).

    


    4.9 Repurchase
      of Investor Securities.

    


    (a) Following
      the redemption in whole of the Preferred Shares held by the Investor or the
      Transfer by the Investor of all of the Preferred Shares to one or more third
      parties not affiliated with the Investor, the Company may repurchase, in whole
      or in part, at any time any other equity securities of the Company purchased
      by
      the Investor pursuant to this Agreement or the Warrant and then held by the
      Investor, upon notice given as provided in clause (b) below, at the Fair Market
      Value of the equity security.

    


    (b) Notice
      of
      every repurchase of equity securities of the Company held by the Investor shall
      be given at the address and in the manner set forth for such party in Section
      5.6. Each notice of repurchase given to the Investor shall state: (i) the number
      and type of securities to be repurchased, (ii) the Board of Director’s
      determination of Fair Market Value of such securities and (iii) the place or
      places where certificates representing such securities are to be surrendered
      for
      payment of the repurchase price. The repurchase of the securities specified
      in
      the notice shall occur as soon as practicable following the determination of
      the
      Fair Market Value of the securities.

    


    
      
        
        

      

      
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    (c) As
      used
      in this Section 4.9, the following terms shall have the following respective
      meanings:

    


    (i) “Appraisal
      Procedure”
means
      a
      procedure whereby two independent appraisers, one chosen by the Company and
      one
      by the Investor, shall mutually agree upon the Fair Market Value. Each party
      shall deliver a notice to the other appointing its appraiser within 10 days
      after the Appraisal Procedure is invoked. If within 30 days after appointment
      of
      the two appraisers they are unable to agree upon the Fair Market Value, a third
      independent appraiser shall be chosen within 10 days thereafter by the mutual
      consent of such first two appraisers. The decision of the third appraiser so
      appointed and chosen shall be given within 30 days after the selection of such
      third appraiser. If three appraisers shall be appointed and the determination
      of
      one appraiser is disparate from the middle determination by more than twice
      the
      amount by which the other determination is disparate from the middle
      determination, then the determination of such appraiser shall be excluded,
      the
      remaining two determinations shall be averaged and such average shall be binding
      and conclusive upon the Company and the Investor; otherwise, the average of
      all
      three determinations shall be binding upon the Company and the Investor. The
      costs of conducting any Appraisal Procedure shall be borne by the
      Company.

    


    (ii) “Fair
      Market Value”
means,
      with respect to any security, the fair market value of such security as
      determined by the Board of Directors, acting in good faith in reliance on an
      opinion of a nationally recognized independent investment banking firm retained
      by the Company for this purpose and certified in a resolution to the Investor.
      If the Investor does not agree with the Board of Director’s determination, it
      may object in writing within 10 days of receipt of the Board of Director’s
      determination. In the event of such an objection, an authorized representative
      of the Investor and the chief executive officer of the Company shall promptly
      meet to resolve the objection and to agree upon the Fair Market Value. If the
      chief executive officer and the authorized representative are unable to agree
      on
      the Fair Market Value during the 10-day period following the delivery of the
      Investor’s objection, the Appraisal Procedure may be invoked by either party to
      determine the Fair Market Value by delivery of a written notification thereof
      not later than the 30th day after delivery of the Investor’s
      objection.

    


    4.10 Executive
      Compensation.
      Until
      such time as the Investor ceases to own any debt or equity securities of the
      Company acquired pursuant to this Agreement or the Warrant, the Company shall
      take all necessary action to ensure that its Benefit Plans with respect to
      its
      Senior Executive Officers comply in all respects with Section 111(b) of the
      EESA
      as implemented by any guidance or regulation thereunder that has been issued
      and
      is in effect as of the Closing Date, and shall not adopt any new Benefit Plan
      with respect to its Senior Executive Officers that does not comply therewith.
      “Senior
      Executive Officers”
means
      the Company’s “senior executive officers” as defined in subsection 11 1(b)(3) of
      the EESA and regulations issued thereunder, including the rules set forth in
      31
      C.F.R. Part 30.

    


    
      
        
        

      

      
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    Article
      V

    Miscellaneous

     

    5.1 Termination.
      This
      Agreement may be terminated at any time prior to the Closing:

    


    (a) by
      either
      the Investor or the Company if the Closing shall not have occurred by the 30th
      calendar day following the Signing Date; provided,
      however,
      that in
      the event the Closing has not occurred by such 30th calendar day, the parties
      will consult in good faith to determine whether to extend the term of this
      Agreement, it being understood that the parties shall be required to consult
      only until the fifth day after such 30th calendar day and not be under any
      obligation to extend the term of this Agreement thereafter; provided,
      further,
      that
      the right to terminate this Agreement under this Section 5.1(a) shall not be
      available to any party whose breach of any representation or warranty or failure
      to perform any obligation under this Agreement shall have caused or resulted
      in
      the failure of the Closing to occur on or prior to such date; or

    


    (b) by
      either
      the Investor or the Company in the event that any Governmental Entity shall
      have
      issued an order, decree or ruling or taken any other action restraining,
      enjoining or otherwise prohibiting the transactions contemplated by this
      Agreement and such order, decree, ruling or other action shall have become
      final
      and nonappealable; or

    


    (c) by
      the
      mutual written consent of the Investor and the Company.

    


    In
      the
      event of termination of this Agreement as provided in this Section 5.1, this
      Agreement shall forthwith become void and there shall be no liability on the
      part of either party hereto except that nothing herein shall relieve either
      party from liability for any breach of this Agreement.

    


    5.2 Survival
      of Representations and Warranties.
      All
      covenants and agreements, other than those which by their terms apply in whole
      or in part after the Closing, shall terminate as of the Closing. The
      representations and warranties of the Company made herein or in any certificates
      delivered in connection with the Closing shall survive the Closing without
      limitation.

    


    5.3 Amendment.
      No
      amendment of any provision of this Agreement will be effective unless made
      in
      writing and signed by an officer or a duly authorized representative of each
      party; provided
      that the
      Investor may unilaterally amend any provision of this Agreement to the extent
      required to comply with any changes after the Signing Date in applicable federal
      statutes. No failure or delay by any party in exercising any right, power or
      privilege hereunder shall operate as a waiver thereof nor shall any single
      or
      partial exercise thereof preclude any other or further exercise of any other
      right, power or privilege. The rights and remedies herein provided shall be
      cumulative of any rights or remedies provided by law.

    


    5.4 Waiver
      of Conditions.
      The
      conditions to each party’s obligation to consummate the Purchase are for the
      sole benefit of such party and may be waived by such party in whole or in part
      to the extent permitted by applicable law. No waiver will be effective unless
      it
      is in a 

     

    
      
        
        

      

      
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    writing
      signed by a duly authorized officer of the waiving party that makes express
      reference to the provision or provisions subject to such waiver.

    


    5.5 Governing
      Law: Submission to Jurisdiction, Etc. This
      Agreement will be governed by and construed in accordance with the federal
      law
      of the United States if and to the extent such law is applicable, and otherwise
      in accordance with the laws of the State of New York applicable to contracts
      made and to be performed entirely within such State. Each of the parties hereto
      agrees (a) to submit to the exclusive jurisdiction and venue of the United
      States District Court for the District of Columbia and the United States Court
      of Federal Claims for any and all civil actions, suits or proceedings arising
      out of or relating to this Agreement or the Warrant or the transactions
      contemplated hereby or thereby, and (b) that notice may be served upon (i)
      the
      Company at the address and in the manner set forth for notices to the Company
      in
      Section 5.6 and (ii) the Investor in accordance with federal law. To the extent
      permitted by applicable law, each of the parties hereto hereby unconditionally
      waives trial by jury in any civil legal action or proceeding relating to this
      Agreement or the Warrant or the transactions contemplated hereby or
      thereby.

    


    5.6 Notices.
      Any
      notice, request, instruction or other document to be given hereunder by any
      party to the other will be in writing and will be deemed to have been duly
      given
      (a) on the date of delivery if delivered personally, or by facsimile, upon
      confirmation of receipt, or (b) on the second business day following the date
      of
      dispatch if delivered by a recognized next day courier service. All notices
      to
      the Company shall be delivered as set forth in Schedule
      A,
      or
      pursuant to such other instruction as may be designated in writing by the
      Company to the Investor. All notices to the Investor shall be delivered as
      set
      forth below, or pursuant to such other instructions as may be designated in
      writing by the Investor to the Company.

    


    If
      to the
      Investor:

     

    United
      States Department of the Treasury 

    1500
      Pennsylvania Avenue, NW, Room 2312 

    Washington,
      D.C. 20220 

    Attention:
      Assistant General Counsel (Banking and Finance) 

    Facsimile:
      (202) 622-1974

    


    5.7 Definitions

    


    (a) When
      a
      reference is made in this Agreement to a subsidiary of a person, the term
“subsidiary”
means
      any corporation, partnership, joint venture, limited liability company or other
      entity (x) of which such person or a subsidiary of such person is a general
      partner or (y) of which a majority of the voting securities or other voting
      interests, or a majority of the securities or other interests of which having
      by
      their terms ordinary voting power to elect a majority of the board of directors
      or persons performing similar functions with respect to such entity, is directly
      or indirectly owned by such person and/or one or more subsidiaries
      thereof.

    


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    (b) The
      term
“Affiliate”
means,
      with respect to any person, any person directly or indirectly controlling,
      controlled by or under common control with, such other person. For purposes
      of
      this definition, “control”
      (including, with correlative meanings, the terms “controlled
      by”
and
      “under
      common control with”)
      when
      used with respect to any person, means the possession, directly or indirectly,
      of the power to cause the direction of management and/or policies of such
      person, whether through the ownership of voting securities by contract or
      otherwise.

    


    (c) The
      terms
“knowledge
      of the Company”
or
      “Company’s
      knowledge”
mean
      the actual knowledge after reasonable and due inquiry of the “officers”
(as
      such term is defined in Rule 3b-2 under the Exchange Act, but excluding any
      Vice
      President or Secretary) of the Company.

    


    5.8 Assignment.
      Neither
      this Agreement nor any right, remedy, obligation nor liability arising hereunder
      or by reason hereof shall be assignable by any party hereto without the prior
      written consent of the other party, and any attempt to assign any right, remedy,
      obligation or liability hereunder without such consent shall be void, except
      (a)
      an assignment, in the case of a Business Combination where such party is not
      the
      surviving entity, or a sale of substantially all of its assets, to the entity
      which is the survivor of such Business Combination or the purchaser in such
      sale
      and (b) as provided in Section 4.5.

    


    5.9 Severability.
      If any
      provision of this Agreement or the Warrant, or the application thereof to any
      person or circumstance, is determined by a court of competent jurisdiction
      to be
      invalid, void or unenforceable, the remaining provisions hereof, or the
      application of such provision to persons or circumstances other than those
      as to
      which it has been held invalid or unenforceable, will remain in full force
      and
      effect and shall in no way be affected, impaired or invalidated thereby, so
      long
      as the economic or legal substance of the transactions contemplated hereby
      is
      not affected in any manner materially adverse to any party. Upon such
      determination, the parties shall negotiate in good faith in an effort to agree
      upon a suitable and equitable substitute provision to effect the original intent
      of the parties.

    


    5.10 No
      Third Party Beneficiaries.
      Nothing
      contained in this Agreement, expressed or implied, is intended to confer upon
      any person or entity other than the Company and the Investor any benefit, right
      or remedies, except that the provisions of Section 4.5 shall inure to the
      benefit of the persons referred to in that Section.

    


    *
      *
      *

     

    
      
        
        

      

      
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    SCHEDULE
      A

    


    ADDITIONAL
      TERMS AND CONDITIONS

     

    


    Company
      Information:

     

    Name
      of
      the Company: Sandy Spring Bancorp, Inc.

     

    Corporate
      or other organizational form: corporation

     

    Jurisdiction
      of Organization: Maryland

     

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

     

    Notice
      Information:

     

    Sandy
      Spring Bancorp, Inc.

    17801
      Georgia Avenue

    Olney,
      MD
      20832 

    Attention:
      General Counsel

    Facsimile:
      301-774-8434

    


     

    Terms
      of the Purchase:

     

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

     

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

     

    Number
      of
      Shares of Preferred Stock Purchased: 83,094

     

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

     

    Number
      of
      Initial Warrant Shares: 651,547

     

    Exercise
      Price of the Warrant: $19.13

     

    Purchase
      Price: $83,094,000

     

    Closing:

     

    Location
      of Closing: Hughes Hubbard, One Battery Park Plaza, New York, NY

     

    Time
      of
      Closing: 9:00 a.m.

     

    Date
      of
      Closing: December 5, 2008