Exhibit 4.1


 

AMENDED
                                         AND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK OF OPUS BANKDATE OF INITIAL ISSUANCE:
                                         SEPTEMBER 30, 2010THIS CERTIFIES THAT, for value received, a (the "Holder"), is entitled
                                         to purchase, subject to the exercise and other provisions of this Amended and Restated
                                         Warrant (including any Warrants issued in exchange, transfer or replacement hereof, the
                                         "Warrant"), from Opus Bank (the "Bank") at any time prior tothe lOth anniversary of the
                                         date of initial issuance of this Warrant, up to ( )shares (as such number of shares may
                                         be adjusted in accordance with Section 2 hereof, the "Warrant Shares") of the Bank's
                                         common stock, no par value ("Common Stock"), at any time and from time to time, in whole
                                         or in part, at an exercise price of $20.00 (subject to adjustment as provided in Section
                                         2 hereof, the "Exercise Price") per Warrant Share. The Holder may also, at any time and
                                         from time to time, in whole or in part, exercise this Warrant pursuant to a "Cashless
                                         Exercise," as defined and provided in Section 1.3(b). This Warrant shall expire at 5:00P.M.,
                                         Eastern Time, on the tenth anniversary of the date of initial issuance of this Warrant
                                         (the "Expiration Time"). This Warrant is granted in connection with and pursuant to,
                                         and is entitled to the benefits of, the Stock Subscription Agreement, dated as of June
                                         25, 2010, by and between the Bank and the Purchaser named therein, as amended by that
                                         certain First Amendment to the Stock Subscription Agreement, dated as of September 29,
                                         2010, and that certain Second Amendment to the Stock Subscription Agreement, dated as
                                         of September 21, 2011 (collectively, the "Subscription Agreement"), and the Registration
                                         Rights Agreement related thereto (the "Registration Rights Agreement"), and is granted
                                         in exchange for and replaces the Warrant to Purchase Shares of Common Stock of the Bank
                                         dated September 30, 2010 (the "Original Warrant").SECTION 1. EXERCISE OF WARRANT.hereof.1.1.
                                         Vesting. The Holder's rights under this Warrant are fully vested as of the date1.2. Exercisability.
                                         This Warrant is exercisable, at any time and from time to time, in whole or in part,
                                         as of the date hereof and until the Expiration Time; provided, however, that the Holder
                                         shall not be entitled to exercise any portion of this Warrant prior to the receipt of
                                         any required regulatory approvals or consents to the extent required.5196223





    	 



    	 



    

 

1.3.
                                         Procedure for Exercise of Warrant.(a) Cash Exercise. The Holder may exercise this Warrant
                                         in whole or in part by delivering to the Bank at any time and from time to time prior
                                         to the Expiration Time: (i) a completed and signed Notice of Exercise, as attached hereto
                                         as Schedule A (including the Substitute Form W-9, which forms a part thereof, the "Notice
                                         of Exercise"); (ii) cash in an amount equal to the product of (x) the Exercise Price
                                         (as this may be adjusted pursuant to Section 2 hereof), and (y) the number of Warrant
                                         Shares being purchased pursuant to such Notice of Exercise (such product, the "Aggregate
                                         Exercise Price"); and (iii) this Warrant to the following address:Opus Bank 1333 South
                                         Pacific Coast Highway Redondo Beach, CA 90277 Attention: Corporate SecretaryUpon payment
                                         in good collected funds of the Aggregate Exercise Price (rounded up to the nearest dollar)
                                         for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of
                                         record of such Warrant Shares for all purposes, notwithstanding that the stock transfer
                                         books of the Bank may then be closed or that certificates representing such Warrant Shares
                                         have not been issued or delivered to the Holder.The Bank shall, as promptly as practicable·
                                         after completion of the actions specified in this Section 1.3(a), cause to be executed,
                                         and shall deliver to the Holder, a certificate representing the aggregate number of Warrant
                                         Shares specified in the Notice of Exercise. Each certificate for shares of Common Stock
                                         so delivered shall be in such denomination as may be requested by the Holder and shall
                                         be registered in the name of the Holder. If this Warrant shall have been exercised only
                                         in part, then the Bank shall, at the time of delivery of said certificate or certificates,
                                         also deliver to the Holder a new Warrant evidencing the remaining outstanding unexercised
                                         balance of Warrant Shares. The Bank shall pay all expenses, stock transfer taxes and
                                         other charges payable in connection with the preparation, execution and delivery of such
                                         certificates for shares of Common Stock and new Warrants.(b) Cashless Exercise. The Holder
                                         hereof may elect to exercise this Warrant, in whole or in part, and to receive, without
                                         the payment by such Holder of any additional cash or other consideration (the "Cashless
                                         Exercise"), Warrant Shares equal to the value of this Warrant or any portion hereof by
                                         surrendering this Warrant, along with the Notice of Exercise providing such number of
                                         Warrant Shares to be surrendered in the Cashless Exercise, to the address provided above
                                         in Section 1.3(a). The Bank shall then issue to the Holder such number of validly issued,
                                         fully paid and non-assessable Warrant Shares as is computed using the following formula:X=
                                         Y*(A-B) A- 2-5196223





    	 



    	 



    

 

where
                                         X = the number of shares of Common Stock to be issued to the Holder pursuant to this
                                         Section 1.3(b).Y = the number of Warrant Shares to be surrendered according to the Notice
                                         of Exercise delivered to the Bank pursuant to this Section 1.3(b).A= the Market Price
                                         of one share of Common Stock at the time the Notice of Exercise is made pursuant to this
                                         Section 1.3(b).B = the Exercise Price in effect under this Warrant at the time the Notice
                                         of Exercise is made pursuant to this Section 1.3(b).The term "Market Price" of a share
                                         of Common Stock shall mean the fair market value of a share, which shall be, (i) at any
                                         time such security is listed or traded on any securities exchange or quoted in an over-the-counter
                                         market, (A) the last reported sale price regular way of the Common Stock on the principal
                                         national securities exchange on which the Common Stock is listed or admitted to trading,
                                         or, if there have been no sales reported on any day, the average of the highest bid and
                                         lowest asked prices on such exchange, or (B) if on any day such security is not so listed
                                         and is instead quoted in the over-the-counter market, the average of the highest bid
                                         and lowest asked prices on such day in the domestic over-the-counter market as reported
                                         by the National Quotation Bureau, Incorporated, or any similar successor organization,
                                         in each of (A) and (B) of this paragraph, averaged over a period of the 20 consecutive
                                         trading days prior to the day as of which the Market Price is being determined, or (ii)
                                         at any time such security is not listed on any securities exchange or quoted in an over
                                         the counter market, as determined reasonably and in good faith by the Board of Directors
                                         of the Bank (the "Board"). The Holder may object in writing to the Board's determination
                                         of Market Price within seven days of receipt of written notice thereof. If the Holder
                                         and the Bank are unable to agree on the Market Price during the seven-day period following
                                         the delivery of the Holder's objection, the Appraisal Procedure may be invoked by either
                                         party to determine Market Price by delivering written notice thereof not later than the
                                         20th day after delivery of the Holder's objection.The term "Appraisal Procedure" shall
                                         mean a procedure whereby two independent appraisers, one chosen by the Bank and one by
                                         the Holder, shall mutually agree upon the determinations then the subject of appraisal.
                                         Each party shall deliver a notice to the other appointing its appraiser within 10 days
                                         after the Appraisal Procedure is invoked. If within 15 days after appointment of the
                                         two appraisers they are unable to agree upon the amount in question, a third independent
                                         appraiser shall be chosen within 10 days thereafter by the mutual consent of such first
                                         two appraisers or, if such first two appraisers are unable to agree upon the appointment
                                         of a third appraiser, such appointment shall be made by the American Arbitration Association,
                                         or any organization successor thereto, from a panel of arbitrators having experience
                                         in the appraisal of the subject matter to be appraised. The decision of the third appraiser
                                         so appointed and chosen shall be given within 20 days after the selection of such third
                                         appraiser. If three appraisers shall be appointed and the determination of one appraiser
                                         is disparate from the- 3 -5196223





    	 



    	 



    

 

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 Bank and the Holder; otherwise, the average of all three determinations
                                         shall be binding upon the Bank and the Holder. The costs of conducting any Appraisal
                                         Procedure shall be borne equally by the Bank and the Holder.Upon receipt of the executed
                                         Notice of Exercise by the Bank, the Holder shall be deemed to be the holder of record
                                         of such Warrant Shares to be issued pursuant to the Cashless Exercise, notwithstanding
                                         that the Bank's stock transfer books may be closed or that certificates representing
                                         such Warrant Shares have not been issued or delivered to the Holder, provided, however,
                                         that in the event the Appraisal Procedure has been invoked in connection with a dispute
                                         regarding the Market Price, then the Holder shall be deemed to be the holder of record
                                         of the number of Warrant Shares that it would own if the Bank were to prevail in the
                                         Appraisal Procedure, pending the outcome of such proceeding, and the Bank shall deliver
                                         to the Holder, upon receipt of the executed Notice of Exercise, and, if applicable, following
                                         the outcome of the Appraisal Procedure, the number of Warrant Shares necessary to effect
                                         the foregoing.The Bank shall, as promptly as practicable after completion of the exercise
                                         of the Warrant as specified in this Section 1.3(b), cause to be executed, and delivered
                                         to the Holder exercising such Warrants, a certificate representing the aggregate number
                                         of Warrant Shares calculated pursuant to the Cashless Exercise formula described above.
                                         Each certificate so delivered shall be in such denomination as may be requested by the
                                         Holder and shall be registered in the name of the Holder. If this Warrant shall have
                                         been exercised only in part, then the Bank shall, at the time of delivery of said certificate
                                         or certificates, also deliver to the Holder a new Warrant evidencing the remaining outstanding
                                         unexercised balance of Warrant Shares. The Bank shall pay all expenses, stock transfer
                                         taxes and other charges payable in connection with the preparation, execution and delivery
                                         of such certificates for shares of Common Stock and new Warrants.SECTION 2. ADJUSTMENTS2.1.
                                         Adjustments and Other Rights. The Exercise Price and the number of Warrant Shares issuable
                                         shall be subject to adjustment from time to time as follows; provided, that if more than
                                         one subsection of this Section 2.1 is applicable to a single event, the subsection shall
                                         be applied that produces the largest adjustment and no single event shall cause an adjustment
                                         under more than one subsection of this Section 2.1 so as to result in duplication:(a)
                                         Stock Splits, Subdivisions, Reclassifications or Combinations. If the Bank shall (i)
                                         declare and pay a dividend or make a distribution on its Common Stock in shares of Common
                                         Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater
                                         number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock
                                         into a smaller number of shares, the number of Warrant Shares issuable at the time of
                                         the record date for such dividend or distribution or the effective date of such subdivision,
                                         combination or reclassification shall be proportionately adjusted so that- 4-5196223





    	 



    	 



    

 

the
                                         Holder after such date shall be entitled to purchase the number of shares of Common Stock
                                         which such Holder would have owned or been entitled to receive in respect of the shares
                                         of Common Stock subject to this Warrant after such date had this Warrant been exercised
                                         immediately prior to such date. In such event, the Exercise Price in effect at the time
                                         of the record date for such dividend or distribution or the effective date of such subdivision,
                                         combination or reclassification shall be adjusted to the number obtained by dividing
                                         (x) the product of (1) the number of Warrant Shares issuable before such adjustment and
                                         (2) the Exercise Price in effect immediately prior to the record or effective date, as
                                         the case may be, for the dividend, distribution, subdivision, combination or reclassification
                                         giving rise to this adjustment by (y) the new number of Warrant Shares issuable determined
                                         pursuant to the immediately preceding sentence.(b) Adjustments for Certain Dividends
                                         and Distributions. If while this Warrant, or any portion hereof, remains outstanding
                                         and unexpired, the holders of Common Stock shall have received, or, on or after the record
                                         date fixed for the determination of eligible stockholders, shall have become entitled
                                         to receive, without payment therefor, additional stock or other securities, assets or
                                         property (other than ordinary cash dividends or dividends paid or payable in shares of
                                         Common Stock, but including extraordinary cash dividends or distributions) of the Bank
                                         by way of dividend or distribution (other than as part of its dissolution, liquidation
                                         or the winding up of its affairs), then and in each case, the Exercise Price in effect
                                         prior to such record date (or if there is no record date, the date of receipt of such
                                         dividend or distribution) shall be reduced immediately thereafter to the price determined
                                         by multiplying the Exercise Price in effect immediately prior to such reduction by the
                                         quotient of (i) (A) the Market Price of the Common Stock on the last trading day preceding
                                         the first date on which the Common Stock trades regular way on the principal national
                                         securities exchange on which the Common Stock is listed or admitted to trading without
                                         the right to receive such distributions (or, if the Common Stock is not so listed or
                                         admitted to trading, the Market Price of the Common Stock on the last day prior to the
                                         record date for such dividend or distribution), minus (B) the amount of cash and/or the
                                         Fair Market Value of the additional stock or other securities, assets or property to
                                         be so distributed in respect of one share of Common Stock, divided by (ii) such Market
                                         Price specified in clause (i) (A); such adjustment shall be made successively whenever
                                         such a record date is fixed. In such event, the number of Warrant Shares issuable shall
                                         be increased to the number obtained by dividing (x) the product of (1) the number of
                                         Warrant Shares issuable before such adjustment and (2) the Exercise Price in effect immediately
                                         prior to the distribution giving rise to this adjustment by (y) the new Exercise Price
                                         determined in accordance with the immediately preceding sentence. "Fair Market Value"
                                         means, with respect to any additional stock or other securities, assets or property,
                                         the fair market value of such additional stock or other securities, assets or other property
                                         as determined by the Board, acting in good faith. For so long as the Holder holds this
                                         Warrant or any portion thereof, it may object in writing to the Board's calculation of
                                         fair market value within 10 days of receipt of written notice thereof. If the Holder
                                         and the Bank are unable to agree on the fair market value during the 10-day period following
                                         the delivery of the Holder's- 5-5196223





    	 



    	 



    

 

objection,
                                         the Appraisal Procedure may be invoked by either party to determine Fair Market Value
                                         by delivering written notification thereof not later than the 30th day after delivery
                                         of the Holder's objection.(c) If any event shall occur as to which the provisions of
                                         this Section 2.1 are not strictly applicable but the failure to make any adjustment would
                                         not fairly protect the purchase right represented by this Warrant in accordance with
                                         the essential intent and principles of Section 2.1, then, in each such case, the Board
                                         shall make such adjustment, if any, on a basis consistent with the essential intent and
                                         principles established in this Section 2.1 necessary to preserve,. without dilution,
                                         the purchase right represented by this Warrant.2.2. Adjustment Procedures. The following
                                         provisions shall be applicable to adjustments to be made pursuant to Section 2.1 hereof:(a)
                                         When Adjustments to be Made. The adjustments required by this Section 2 shall be made
                                         whenever and as often as any event requiring an adjustment shall occur. For the purpose
                                         of any such adjustment, any event shall be deemed to have occurred at the close of business
                                         on the date of its occurrence.(b) Fractional Interests. In computing adjustments under
                                         this Section 2, fractional interests in a Warrant Share shall be taken into account to
                                         the nearest 1/lOth of a Warrant Share. In no event, however, shall fractional interests
                                         or scrip representing fractional interests be issued upon the exercise of this Warrant.
                                         In lieu thereof, a cash payment shall be made to the Holder in an amount equal to such
                                         fraction multiplied by the Market Price per share of Common Stock.(c) When Adjustment
                                         Not Required.(i) If the Bank shall establish a record date for the determination of the
                                         holders of record of Common Stock for the purpose of entitling such holders to receive
                                         a dividend payable as provided in Section 2.1(a) and shall, thereafter and before the
                                         distribution to shareholders thereof, legally abandon its plan to pay or deliver such
                                         dividend, then no adjustment under Section 2.1(a) shall be required by reason of the
                                         establishment of such record date and any such adjustment previously made in respect
                                         thereof shall be rescinded and annulled.(ii) Notwithstanding anything herein to the contrary,
                                         no adjustment under Section 2.1 need be made to the Exercise Price and/or the number
                                         of Warrant Shares, as the case may be, unless such adjustment would require an increase
                                         or decrease of at least 1% of the Exercise Price and/or the number of Warrant Shares,
                                         as the case may be, then in effect. Any lesser adjustment(s) shall be carried forward
                                         and shall be made at the time of and together with the next subsequent adjustment, if
                                         any, which, together with any adjustment or adjustments so carried forward, shall amount
                                         to an increase or decrease of- 6-5196223





    	 



    	 



    

 

at
                                         least 1% of such Exercise Price and/or the number of Warrant Shares. Notwithstanding
                                         the foregoing, all such carried-forward adjustments shall be made in connection with
                                         any exercise of the Warrant.(d) Officers' Certificate Setting Forth Exercise Price Adjustment.
                                         Upon any increase or decrease in the Warrant Shares or the Exercise Price, as the case
                                         may be, pursuant to Section 2.1, the Bank promptly shall deliver to each Holder an officers'
                                         certificate signed by two duly authorized officers of the Bank ("Officers' Certificate")
                                         describing in reasonable detail the event requiring the increase or decrease in the Exercise
                                         Price and the method of calculation thereof and specifying the increased or decreased
                                         Warrant Shares or Exercise Price, as the case may be, in effect following · such
                                         adjustment.2.3. Consolidation, Merger and Sale of Assets.(a) In the event of (i) any
                                         consolidation or merger of the Bank with or into another Person or any merger of another
                                         Person (as defined below) with or into the Bank (other than a consolidation or merger
                                         in which the Bank is the resulting or surviving Person and which does not result in any
                                         reclassification or change of the outstanding Common Stock), (ii) a reorganization into
                                         a bank holding company form of organization ("Holding Company Reorganization"), (iii)
                                         any sale, lease or other disposition to another Person of all or substantially all of
                                         the assets of the Bank (computed on a consolidated basis), (iv) any statutory share exchange,
                                         spin off or split off involving the Bank, or (v) a reorganization or reclassification
                                         of the Common Stock (other than a change in par value, or from no par value to par value,
                                         or from par value to no par value, or as a result of a subdivision or a combination)
                                         (any of the foregoing, a "Corporate Change Transaction"), then the Holder shall thereafter
                                         be entitled to receive upon exercise of this Warrant in whole or in part, the same kind
                                         and number of shares of capital stock and other securities, cash or other property (and
                                         upon the same terms and with the same rights) as would have been distributed to the Holder
                                         upon consummation of such Corporate Change Transaction had the Holder exercised this
                                         Warrant immediately prior to the occurrence of such transaction (subject to subsequent
                                         adjustments under this Section 2), and the Exercise Price shall be adjusted appropriately
                                         to reflect such action and adjustment. If any Corporate Change Transaction set forth
                                         in this Section 2.3(a) results in a cash distribution in excess of the Exercise Price
                                         provided by this Warrant, then the Holder may, at the Holder's option, exercise this
                                         Warrant without making payment of the Exercise Price, and in such case, the Bank or its
                                         successors and assigns shall, upon distribution to such Holder, deduct the Aggregate
                                         Exercise Price from the cash payable to such Holder in full payment of the Exercise Price,
                                         and pay the balance of the distribution to such Holder. For purposes of this Section
                                         2.3, "Person" shall mean an individual, partnership, association, limited liability company,
                                         trust, unincorporated organization, government or agency or political subdivision thereof,
                                         or any other legal entity.- 7-5196223





    	 



    	 



    

 

(b)
                                         Notwithstanding anything herein to the contrary, the Bank will not effect, and will not
                                         permit its subsidiaries to effect, any Corporate Change Transaction unless prior to the
                                         consummation thereof, every Person that may be required to deliver any shares of capital
                                         stock, other securities, cash or property upon the exercise of this Warrant shall agree
                                         by an instrument in writing to be bound by this Warrant and to deliver such shares of
                                         capital stock, other securities, cash or property to the Holder pursuant to the terms
                                         hereof. In the event of any Corporate Change Transaction as a result of a Holding Company
                                         Reorganization, any such newly formed bank holding company (the "Holding Company") shall
                                         as a condition to completing the Holding Company Reorganization, be required to issue
                                         to the Holder a new warrant ("New Warrant") in exchange for this Warrant. The New Warrant
                                         shall have terms, conditions and covenants that are substantially identical to the terms,
                                         conditions and covenants of this Warrant, including (i) an exercise price equal to the
                                         Warrant's then applicable Exercise Price and (ii) providing that the New Warrant shall
                                         be exercisable for an equivalent number of underlying shares of the Holding Company's
                                         common stock (or such other Holding Company capital stock that was issued by the Holding
                                         Company to the holders of Common Stock upon completion of the Holding Company Reorganization)
                                         as the number of Warrant Shares that remain unexercised immediately prior to the date
                                         the Warrant is exchanged for the New Warrant all in accordance with Section 2.3(a). The
                                         term of the New Warrant shall be the length of time that remains with respect to the
                                         term of the Warrant immediately prior to the exchange for the New Warrant. The Holder
                                         and the Bank shall work in good faith to cause the exchange of the Warrant for the New
                                         Warrant upon a Holding Company Reorganization as contemplated by this Section 2.3(b).
                                         Upon exchange of the Warrant for the New Warrant, this Warrant shall be cancelled and
                                         be of no further force or effect.(c) The foregoing provlSlons of this Section 2.3 shall
                                         similarly apply to successive reorganizations, consolidations, mergers, sales and transfers
                                         and to the stock or securities of any other corporation that are at the time receivable
                                         upon the exercise or exchange of this Warrant.2.4. Covenants. The Bank covenants and
                                         agrees as follows:(a) This Warrant has been duly authorized and validly issued, is not
                                         subject to assessment and has not been issued in violation of any preemptive rights.
                                         All Warrant Shares that may be issued upon the exercise of the rights represented by
                                         this Warrant will, upon issuance, be duly authorized and validly issued, will not be
                                         subject to assessment and will not be issued in violation of any preemptive rights.(b)
                                         The Bank represents, warrants and covenants that during the entire period this Warrant
                                         is outstanding and any part thereof remains unexercised, it has reserved and will at
                                         all times maintain and reserve a sufficient number of its authorized and unissued- 8-5196223





    	 



    	 



    

 

shares
                                         of Common Stock to provide for the issuance of Common Stock upon the exercise of this
                                         Warrant in full.(c) The Bank shall not effect any action, including closing its books
                                         against the transfer of this Warrant or of any shares of Common Stock issuable upon exercise
                                         of this Warrant in any manner, that interferes with the timely exercise of the Warrant
                                         in accordance with the express terms of this Warrant and the Subscription Agreement.(d)
                                         The Bank shall assist and cooperate with the Holder in making any required regulatory
                                         filings or obtaining any required regulatory approvals prior to or in connection with
                                         any exercise of this Warrant (including, without limitation, making any filings required
                                         to be made by the Bank).SECTION 3. OWNERSHIP AND TRANSFER.3.1. Ownership. The Bank may
                                         deem and treat the person in whose name this Warrant is registered as the sole Holder
                                         and the sole owner hereof (notwithstanding any notations of ownership or writing hereon
                                         made by anyone other than the Bank) for all purposes and shall not be affected by any
                                         notice to the contrary until presentation of this Warrant to the Bank for registration
                                         of transfer in accordance with its terms.3.2. Replacement. Upon receipt by the Bank of
                                         evidence reasonably satisfactory to it of the loss, theft or destruction of this Warrant,
                                         and of indemnity and/or security reasonably satisfactory to it, or upon surrender of
                                         this Warrant if mutilated, the Bank will make and deliver a new Warrant of like tenor,
                                         in lieu of this Warrant. This Warrant shall be promptly canceled by the Bank upon the
                                         surrender hereof in connection with any transfer or replacement. Except as otherwise
                                         provided above in the case of the loss, theft or destruction of a Warrant, the Bank shall
                                         pay all expenses, taxes and other charges payable in connection with any transfer or
                                         replacement of this Warrant.3.3. Restrictions on Transfer.(a) The Holder understands,
                                         acknowledges and agrees that this Warrant and the Warrant Shares for which it is exercisable
                                         have not been, and the Warrant and the Warrant Shares for which it is exercisable (except
                                         as may be set forth in the Registration Rights Agreement with respect to the Warrant
                                         Shares) will not be, registered under the Securities Act of 1933, as amended (the "1933
                                         Act"), or any state securities laws, and may only be sold, offered for sale, pledged,
                                         hypothecated, transferred, assigned or otherwise disposed of in compliance with the then
                                         applicable resale requirements of the 1933 Act.(b) Subject to the provisions of this
                                         Section 3.3, this Warrant is transferable, in whole or in part, when the Holder shall
                                         surrender this Warrant with a properly executed assignment to the Bank at its principal
                                         office (or any other such office or agency- 9-5196223





    	 



    	 



    

 

as
                                         identified by the Bank) whereupon the Bank will forthwith issue and deliver, upon the
                                         order of the Holder, a new Warrant, registered as the Holder may request, representing
                                         the right to purchase the number of Warrant Shares being transferred by the Holder and,
                                         if less than the total number of Warrant Shares then underlying this Warrant is being
                                         transferred, a new Warrant to the Holder representing the right to purchase the number
                                         of Warrant Shares not being transferred.SECTION 4. MISCELLANEOUS.4.1 No Rights as Shareholder;
                                         Limitation of Liability. This Warrant shall not entitle the Holder to any of the rights
                                         of a shareholder of the Bank prior to exercise of this Warrant, and then only as to the
                                         Warrant Shares issuable as a result of such exercise of the Warrant. No Holder of a Warrant
                                         shall have liability or obligation as a shareholder as a result of holding this Warrant.4.2
                                         Holder Entitled to Benefits of Other Agreements. This Warrant has been issued pursuant
                                         to the Subscription Agreement. The Holder of this Warrant is entitled to the benefits
                                         of the Subscription Agreement and the Registration Rights Agreement.4.3 No Dilution or
                                         Impairment. The Bank will not, by amendment of the Articles of Incorporation or through
                                         reorganization, consolidation, merger, dissolution, issue or sale of securities, sale
                                         of assets or any other voluntary action, avoid or seek to avoid the observance or performance
                                         of any of the terms of this Warrant, but will at all times in good faith assist in the
                                         carrying out of all such terms and in the taking of all such actions as may be necessary
                                         or appropriate in order to protect the rights of the holders of this Warrant against
                                         dilution or other impairment. Without limiting the generality of the foregoing, the Bank
                                         (a) will take all such action as may be necessary or appropriate in order that the Bank
                                         may validly and legally issue fully paid and non-assessable shares of Common Stock upon
                                         the exercise of all Warrants at the time outstanding, and (b) will take no action to
                                         amend the Articles of Incorporation or bylaws of the Bank that would change to the detriment
                                         of the holders of Common Stock (whether or not any Common Stock be at the time outstanding)
                                         the dividend or voting rights of the Common Stock.4.4 Amendment and Waiver. This Warrant
                                         may only be modified or amended and any provision hereof only may be waived by a writing
                                         executed by the Bank and upon the written consent of the Holder.4.5 Successors and Assigns.
                                         This Warrant shall be binding upon, and inure to the benefit of, the parties hereto and
                                         their respective successors and assigns permitted hereunder, and no other parties shall
                                         have any rights hereunder.4.6 Governing Law, etc. This Warrant shall be governed by,
                                         and construed and enforced in accordance with, the laws of the State of New York. Any
                                         action or proceeding with- 10-5196223





    	 



    	 



    

 

respect
                                         to this Warrant shall be brought exclusively in any federal court in New York, New York.
                                         The parties waive any right to a jury trial.4.7 Amendment and Restatement. This Warrant
                                         amends and restates in its entirety the Original Warrant.4.8 Entire Agreement. This Warrant,
                                         the Subscription Agreement, the Articles of Incorporation and the Registration Rights
                                         Agreement, and any other documents and instruments referred to herein or therein, constitute
                                         the entire agreement between the parties hereto with respect to the transactions contemplated
                                         hereunder and supersede all prior arrangements or understandings with respect thereto,
                                         written or oral.[Signature page follows]- 11-5196223





    	 



    	 



    

 

IN
                                         WITNESS WHEREOF, the Bank has caused this Amended and Restated Warrant to be signed by
                                         its duly authorized officer on this 21st day of September, 2011.OPUS BANKBy: Name: Stephen
                                         H. Gordon Title: President and Chief Executive Officer[Signature Page to Amended and
                                         Restated Warrant of _5196223





    	 



    	 



    

 

SCHEDULE
                                         ANOTICE OF EXERCISE OF AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK OF OPUS
                                         BANKTo: Opus Bank(1) The undersigned, the registered owner of this Amended and Restated
                                         Warrant, hereby:(i) irrevocably elects to exercise the purchase rights represented thereby
                                         for, and to acquire as set forth in Section 1.3(a) thereunder, shares of Common Stock
                                         and herewith makes payment of$ therefor, or(ii) irrevocably elects to exercise without
                                         payment therefor the rights represented thereby to receive shares of Common Stock, calculated
                                         and made pursuant to the Cashless Exercise formula set forth in Section 1.3(b) thereunder;(2)
                                         The undersigned requests that the certificates evidencing such shares of Common Stock
                                         be issued in the name of and be delivered to:Name: Address:Social Security or Tax I.D.
                                         Number: -------------------and if such shares of Common Stock shall not be all of the
                                         Warrant Shares purchasable hereunder, that a new Warrant of like tenor for the balance
                                         of the Warrant Shares purchasable hereunder be delivered to the undersigned.(3) The undersigned
                                         confirms that the shares of Common Stock received pursuant to this Notice of Exercise
                                         are being acquired for the account of the undersigned for investment only andA-15196223





    	 



    	 



    

 

not
                                         with a view to, or in connection with, the distribution thereof and that the undersigned
                                         has no present intention of distributing such shares of Common Stock received.Capitalized
                                         terms used herein but not otherwise defined shall have the meaning ascribed to such terms
                                         in the Amended and Restated Warrant to Purchase Shares of Common Stock of Opus Bank.Dated:
                                         NAME OF HOLDER--------- By:Name: Title:SUBSTITUTE FORM W-9Under the penalties of perjury,
                                         I certify that:(1) the Social Security Number or Taxpayer Identification Number given
                                         above is correct; and(2) I am not subject to backup withholding either because I have
                                         not been notified that I am subject to backup withholding as a result of a failure to
                                         report all interest or dividends, or because the Internal Revenue Service has notified
                                         me that I am no longer subject to backup withholding.Important Instructions: You must
                                         cross out #2 above if you have been notified by the Internal Revenue Service that you
                                         are subject to backup withholding because of under reporting interest or dividends on
                                         your tax return and if you have not received a notice from the Internal Revenue Service
                                         advising you that backup withholding due to notified payee under reporting has terminated.
                                         For additional instructions, please refer to the attached "Guidelines for Certification
                                         of Taxpayer Identification Number on Substitute Form W-9."Signaturet: _ Date: _1 If a
                                         corporation, please sign in full corporate name by president or other authorized officer.
                                         When signing as officer, attorney, custodian, trustee, administrator, guardian, etc.,
                                         please give your full title as such. In case of joint tenants, each person must sign.A-25196223