exv4w2







 




    Exhibit 4.2



 


 




    WARRANT
    AGREEMENT

    Dated as of

               ,
    2010

    between

    MERCANTILE BANCORP, INC.

    and

    ILLINOIS STOCK TRANSFER COMPANY

    as Warrant Agent




    Warrants for




    Common Stock



 













 






 



    WARRANT AGREEMENT dated as of
    [          ],
    2010 (this “Agreement”), between Mercantile
    Bancorp, Inc. (the “Company”) and Illinois
    Stock Transfer Company as Warrant Agent (the “Warrant
    Agent”).



 



    The Company shall issue the warrants described herein (each, a
    “Warrant” and collectively, the
    “Warrants”) as a component of certain units
    (the “Units”), each consisting of one share of
    the Company’s Common Stock, par value $0.4167 per share
    (the “Common Stock”) and one Warrant, which may
    be acquired upon exercise of certain rights (the
    ‘‘Rights”) distributed by the Company to
    its stockholders of record on September 23, 2010 (the
    “Rights Offering”).



 



    Each Warrant entitles the registered holder thereof (the
    “Holder”) to purchase one share of Common
    Stock, subject to the provisions of this Agreement and the
    relevant Warrant Certificate. Each Warrant Certificate
    (including any Global Warrant) shall evidence such number of
    Warrants as is set forth therein, subject to adjustment pursuant
    to the provisions of the Warrant Certificate.



 



    The Warrants and the shares of Common Stock issuable upon
    exercise of the Warrants will be freely transferable by Holders
    that are not Affiliates of the Company. The Company desires the
    Warrant Agent to act on behalf of the Company in connection with
    the registration, transfer, exchange, redemption, exercise and
    cancellation of the Warrants as provided herein and the Warrant
    Agent is willing to so act.



 



    Each party agrees as follows for the benefit of the other party
    and for the equal and ratable benefit of the Holders of Warrants:



 




    ARTICLE I

    



 




    DEFINITIONS



 



    Section  1.01.  Definitions.



 



    “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.



 



    “Agent Members” means the securities
    brokers and dealers, banks and trust companies, clearing
    organizations and certain other organizations that are
    participants in the Depositary’s system.



 



    “business day” means any day except
    Saturday, Sunday and any day on which banking institutions in
    the State of Illinois are authorized or required by law or other
    governmental actions to close.



 



    “Definitive Warrant” means a Warrant
    Certificate in definitive form that is not deposited with the
    Depositary or with the Warrant Agent as custodian for the
    Depositary.



 



    “Depositary” means The Depository
    Trust Company, its nominees and their respective successors.



 



    “Exchange Act” means the
    U.S. Securities Exchange Act of 1934, as amended, or any
    successor statute, and the rules and regulations promulgated
    thereunder.



 



    “Exercise Price” has the meaning set
    forth in the form of Warrant Certificate attached as
    Exhibit A hereto.



 



    “Expiration Time” has the meaning set
    forth in the form of Warrant Certificate attached as
    Exhibit A hereto.



 



    “Officer” means the Chief Executive
    Officer, the President, the Chief Financial Officer, any Vice
    President, the Treasurer, any Assistant Treasurer, the Secretary
    or any Assistant Secretary of the Company.



 



    “Officers’ Certificate” means a
    certificate signed by two Officers.



 



    “Opinion of Counsel” means a written
    opinion from legal counsel who is reasonably acceptable to the
    Warrant Agent. Such counsel may be an employee of or counsel to
    the Company or the Warrant Agent.





    

    2








 







    “Person” means an individual,
    corporation, partnership, joint venture, association,
    joint-stock company, limited liability company, limited
    liability partnership, trust, unincorporated organization, or
    government or any agency or political subdivision thereof or any
    other entity.



 



    “Shares” has the meaning set forth in
    the form of Warrant Certificate attached as Exhibit A
    hereto.



 



    “Transfer Agent” has the meaning set
    forth in the form of Warrant Certificate attached as
    Exhibit A hereto.



 



    “Warrant Certificate” means any fully
    registered certificate (including a Global Warrant) issued by
    the Company and authenticated by the Warrant Agent under this
    Agreement evidencing Warrants, in the form attached as
    Exhibit A hereto.



 



    “Warrant Share Number” has the meaning
    set forth in the form of Warrant Certificate attached as
    Exhibit A hereto.



 



    Section  1.02.  Rules
    of Construction.



 



    Unless the text otherwise requires, (a) a defined term has
    the meaning assigned to it; (b) an accounting term not
    otherwise defined has the meaning assigned to it in accordance
    with generally accepted accounting principles as in effect on
    the date hereof; (c) “or” is not exclusive;
    (d) “including” means including, without
    limitation; and (e) words in the singular include the
    plural and words in the plural include the singular.



 




    ARTICLE II

    



 




    WARRANTS



 



    Section  2.01.  Form.



 



    (a) Global Warrants.  Except as
    provided in Section 2.04 or 2.05, Warrants issued upon any
    transfer or exchange thereof shall be issued in the form of one
    or more permanent global Warrants in fully registered form with
    the global securities legend set forth in Exhibit A hereto
    (each, a ‘‘Global Warrant”), which shall
    be deposited on behalf of the Company with the Warrant Agent, as
    custodian for the Depositary (or with such other custodian as
    the Depositary may direct), and registered in the name of the
    Depositary or a nominee of the Depositary, duly executed by the
    Company and countersigned by the Warrant Agent as hereinafter
    provided.



 



    (b) Book-Entry Provisions.  This
    Section 2.01(b) shall apply only to a Global Warrant
    deposited with or on behalf of the Depositary.



 



    (i) The Company shall execute and the Warrant Agent shall,
    in accordance with Section 2.02, countersign, by either
    manual or facsimile signature, and deliver one or more Global
    Warrants that (A) shall be registered in the name of the
    Depositary or the nominee of the Depositary and (B) shall
    be delivered by the Warrant Agent to the Depositary or pursuant
    to the Depositary’s instructions or held by the Warrant
    Agent as custodian for the Depositary. Each Global Warrant shall
    be dated the date of its countersignature by the Warrant Agent.



 



    (ii) Agent Members shall have no rights under this
    Agreement with respect to any Global Warrant held on their
    behalf by the Depositary or by the Warrant Agent as the
    custodian of the Depositary or under such Global Warrant except
    to the extent set forth herein or in a Warrant Certificate, and
    the Depositary may be treated by the Company, the Warrant Agent
    and any agent of the Company or the Warrant Agent as the
    absolute owner of such Global Warrant for all purposes
    whatsoever. Notwithstanding the foregoing, nothing herein shall
    (A) prevent the Company, the Warrant Agent or any agent of
    the Company or the Warrant Agent from giving effect to any
    written certification, proxy or other authorization furnished by
    the Depositary or (B) impair, as between the Depositary and
    the Agent Members, the operation of customary practices of the
    Depositary governing the exercise of the rights of a holder of a
    beneficial interest in any Warrant. The rights of beneficial
    owners in a Global Warrant shall be exercised through the
    Depositary subject to the applicable procedures of the
    Depositary except to the extent set forth herein or in a Warrant
    Certificate.



 



    (c) Definitive Securities.  Except
    as provided in Section 2.04 or 2.05, owners of beneficial
    interests in Global Warrants will not be entitled to
    receive physical delivery of Definitive Warrants.





    

    3








 







    (d) Warrant Certificates.  Warrant
    Certificates shall be in substantially the form attached as
    Exhibit A hereto and shall be typed, printed, lithographed
    or engraved or produced by any combination of such methods or
    produced in any other manner permitted by the rules of any
    securities exchange on which the Warrants may be listed, all as
    determined by the Officer or Officers executing such Warrant
    Certificates, as evidenced by their execution thereof. Any
    Warrant Certificate shall have such insertions as are
    appropriate or required or permitted by this Agreement and may
    have such letters, numbers or other marks of identification and
    such legends and endorsements, stamped, printed, lithographed or
    engraved thereon, (i) as the Company may deem appropriate
    and as are not inconsistent with the provisions of this
    Agreement, (ii) such as may be required to comply with this
    Agreement, any law or any rule of any securities exchange on
    which the Warrants may be listed, and (iii) such as may be
    necessary to conform to customary usage.



 



    Section  2.02.  Execution
    and Countersignature.



 



    At least one Officer shall sign the Warrant Certificates for the
    Company by manual or facsimile signature.



 



    If an Officer whose signature is on a Warrant Certificate no
    longer holds that office at the time the Warrant Agent
    countersigns the Warrant Certificate, the Warrants evidenced by
    such Warrant Certificate shall be valid nevertheless.



 



    The Warrant Agent shall initially countersign, by either manual
    or facsimile signature, and deliver Warrant Certificates
    entitling the Holders thereof to purchase in the aggregate not
    more than
    [          ] shares
    of Common Stock (subject to adjustment as provided in such
    Warrant Certificates) upon a written order of the Company signed
    by one Officer of the Company. Each Warrant Certificate shall be
    dated the date of its countersignature by the Warrant Agent.



 



    At any time and from time to time after the execution of this
    Agreement, the Warrant Agent shall upon receipt of a written
    order of the Company signed by an Officer of the Company
    countersign, by either manual or facsimile signature, for issue
    a Warrant Certificate evidencing the number of Warrants
    specified in such order; provided, however, that
    the Warrant Agent shall be entitled to receive an Officers’
    Certificate and an Opinion of Counsel of the Company that it may
    reasonably request in connection with such countersignature of
    Warrants. Such order shall specify the number of Warrants to be
    evidenced on the Warrant Certificate to be countersigned, the
    date on which such Warrant Certificate is to be countersigned
    and the number of Warrants then authorized.



 



    The Warrants evidenced by a Warrant Certificate shall not be
    valid until an authorized signatory of the Warrant Agent
    countersigns the Warrant Certificate either manually or by
    facsimile signature. Such signature shall be solely for the
    purpose of authenticating the Warrant Certificate and shall be
    conclusive evidence that the Warrant Certificate so
    countersigned has been duly authenticated and issued under this
    Agreement.



 



    Section  2.03.  Registry.



 



    The Warrants shall be issued in registered form only. The
    Warrant Agent shall keep a registry (the
    “Registry”) of the Warrant Certificates and of
    their transfer and exchange. The Registry shall show the names
    and addresses of the respective Holders and the date and number
    of Warrants evidenced on the face of each of the Warrant
    Certificates. The Holder of any Global Warrant will be the
    Depositary or a nominee of the Depositary in whose name the
    Global Warrant is registered. The Warrant holdings of Agent
    Members will be recorded on the books of the Depositary. The
    beneficial interests in the Global Warrant held by customers of
    Agent Members will be reflected on the books and records of such
    Agent Members and will not be known to the Warrant Agent, the
    Company or to the Depositary.



 



    Except as otherwise provided herein or in the Warrant
    Certificate, the Company and the Warrant Agent may deem and
    treat any Person in whose name a Warrant Certificate is
    registered in the Registry as the absolute owner of such Warrant
    Certificate for all purposes whatsoever and neither the Company
    nor the Warrant Agent shall be affected by notice to the
    contrary.





    

    4








 







    Section  2.04.  Transfer
    and Exchange.



 



    (a) Transfer and Exchange of Global Warrants.



 



    (i) Registration of the transfer and exchange of Global
    Warrants or beneficial interests therein shall be effected
    through the book-entry system maintained by the Depositary, in
    accordance with this Agreement and the Warrant Certificates and
    the procedures of the Depositary therefor. A transferor of a
    beneficial interest in a Global Warrant (or the relevant Agent
    Member on behalf of such transferor) shall deliver to the
    Warrant Agent (x) a written order given in accordance with
    the Depositary’s procedures containing information
    regarding the account of the Agent Member to be credited with a
    beneficial interest in the Global Warrant and (y) a written
    instruction of transfer in form satisfactory to the Warrant
    Agent, duly executed by the Holder thereof or by his attorney,
    duly authorized in writing. Additionally, prior to the Holder
    registering the transfer or making the exchange as requested,
    the requirements for such transfer or exchange to be issued in a
    name other than the registered Holder shall be met. Such
    requirements include, inter alia, a signature guarantee from an
    eligible guarantor institution participating in a signature
    guarantee program approved by the Securities Transfer
    Association, and any other reasonable evidence of authority that
    may be required by the Warrant Agent. Upon satisfaction of the
    conditions in this Section 2.04(a)(i), the Warrant Agent
    shall, in accordance with such instructions, instruct the
    Depositary to credit to the account of the Agent Member
    specified in such instructions a beneficial interest in the
    Global Warrant and to debit the account of the Agent Member
    making the transfer of the beneficial interest in the Warrant
    being transferred.



 



    (ii) Notwithstanding any other provisions of this Agreement
    (other than the provisions set forth in Section 2.05), a
    Global Warrant may only be transferred as a whole, and not in
    part, and only by (A) the Depositary, to a nominee of the
    Depositary, (B) a nominee of the Depositary, to the
    Depositary or another nominee of the Depositary, or (C) the
    Depositary or any such nominee to a successor Depositary or its
    nominee.



 



    (iii) In the event that a Global Warrant is exchanged and
    transferred for Definitive Warrants pursuant to
    Section 2.05, such Warrants may be exchanged only in
    accordance with such procedures as are substantially consistent
    with the provisions of this Section 2.04 and the
    requirements of any Warrant Certificate and such other
    procedures as may from time to time be adopted by the Company
    that are not inconsistent with the terms of this Agreement or of
    any Warrant Certificate.



 



    (b) Cancellation or Adjustment of Global
    Warrant.  At such time as all beneficial
    interests in a Global Warrant have been exchanged for Definitive
    Warrants, redeemed, repurchased or canceled, such Global Warrant
    shall be returned to the Depositary for cancellation or retained
    and canceled by the Warrant Agent. At any time prior to such
    cancellation, if any beneficial interest in a Global Warrant is
    transferred or exchanged for Definitive Warrants, redeemed,
    repurchased or canceled, the number of Warrants represented by
    such Global Warrant shall be reduced and an adjustment shall be
    made on the books and records of the Warrant Agent to reflect
    such reduction.



 



    (c) Obligations with Respect to Transfers and
    Exchanges of Warrants.



 



    (i) To permit registrations of transfers and exchanges, the
    Company shall execute and the Warrant Agent shall countersign,
    by either manual or facsimile signature, Global Warrants and
    Definitive Warrants as required pursuant to the provisions of
    Section 2.02 and this Section 2.04.



 



    (ii) No service charge shall be made to a Holder for any
    registration of transfer or exchange, but the Company may
    require payment of a sum sufficient to cover any transfer tax,
    assessments, or similar governmental charge payable in
    connection therewith.



 



    (iii) All Warrants issued upon any registration of transfer
    or exchange pursuant to the terms of this Agreement shall be the
    valid obligations of the Company, entitled to the same benefits
    under this Agreement as the Warrants surrendered upon such
    registration for transfer or exchange.



 



    (d) No Obligation of the Warrant Agent.



 



    (i) The Warrant Agent shall have no responsibility or
    obligation to any beneficial owner of a Global Warrant, any
    Agent Member or other Person with respect to the accuracy of the
    records of the Depositary or its nominee or of any participant
    or member thereof, with respect to any ownership interest in the
    Warrants or with respect to the delivery to any Agent Member,
    beneficial owner or other Person (other than the Depositary) of
    any notice or the






    

    5








 







    payment of any amount, under or with respect to such Warrants.
    All notices and communications to be given to the Holders and
    all payments to be made to Holders under the Warrants shall be
    given or made only to or upon the order of the registered
    Holders (which shall be the Depositary or its nominee in the
    case of a Global Warrant). The rights of beneficial owners in
    any Global Warrant shall be exercised only through the
    Depositary subject to the applicable rules and procedures of the
    Depositary. The Warrant Agent may rely and shall be fully
    protected in relying upon information furnished by the
    Depositary with respect to its members, participants and any
    beneficial owners.



 



    (ii) The Warrant Agent shall have no obligation or duty to
    monitor, determine or inquire as to compliance with any
    restrictions on transfer imposed under this Agreement or under
    applicable law with respect to any transfer of any interest in
    any Warrant (including any transfer between or among the Agent
    Members or beneficial owners in any Global Warrant) other than
    to require delivery of such certificates and other documentation
    or evidence as are expressly required by, and to do so if and
    when expressly required by, the terms of this Agreement, and to
    examine the same to determine substantial compliance as to form
    with the express requirements hereof.



 



    Section  2.05.  Definitive
    Warrants.



 



    (a) Beneficial interests in a Global Warrant deposited with
    the Depositary or with the Warrant Agent as custodian for the
    Depositary pursuant to Section 2.01 shall be transferred to
    each beneficial owner thereof in the form of Definitive Warrants
    evidencing a number of Warrants equivalent to such owner’s
    beneficial interest in such Global Warrant, in exchange for such
    Global Warrant, only if such transfer complies with
    Section 2.04 and (i) the Depositary notifies the
    Company that it is unwilling or unable to continue as Depositary
    for such Global Warrant or if at any time the Depositary ceases
    to be a “clearing agency” registered under the
    Exchange Act and, in each such case, a successor Depositary is
    not appointed by the Company within 90 days of such notice,
    (ii) the Company, in its sole discretion, notifies the
    Warrant Agent in writing that it elects to cause the issuance of
    Definitive Warrants under this Agreement, or (iii) the
    Company shall be adjudged a bankrupt or insolvent or makes an
    assignment for the benefit of its creditors or institutes
    proceedings to be adjudicated a bankrupt or shall consent to the
    filing of a bankruptcy proceeding against it, or shall file a
    petition or answer or consent seeking reorganization under
    Federal bankruptcy laws or any other similar applicable Federal
    or State law, or shall consent to the filing of any such
    petition, or shall consent to the appointment of a receiver or
    custodian of all or any substantial part of its property, or
    shall admit in writing its inability to pay or meet its debts as
    they mature, or if a receiver or custodian of it or all or any
    substantial part of its property shall be appointed, or if a
    public officer shall have taken charge or control of the Company
    or of its property or affairs, for the purpose of
    rehabilitation, conservation or liquidation.



 



    (b) Any Global Warrant that is transferable to the
    beneficial owners thereof in the form of Definitive Warrants
    pursuant to this Section 2.05 shall be surrendered by the
    Depositary to the Warrant Agent to be so transferred, in whole
    or from time to time in part, without charge, and the Warrant
    Agent shall countersign, by either manual or facsimile
    signature, and deliver to each beneficial owner in the name of
    such beneficial owner, upon such transfer of each portion of
    such Global Warrant, Definitive Warrants evidencing a number of
    Warrants equivalent to such beneficial owner’s beneficial
    interest in the Global Warrant. The Warrant Agent shall register
    such transfer in the Registry, and upon such transfer the
    surrendered Global Warrant shall be cancelled by the Warrant
    Agent.



 



    (c) All Definitive Warrants issued upon registration of
    transfer pursuant to this Section 2.05 shall be the valid
    obligations of the Company, evidencing the same obligations of
    the Company and entitled to the same benefits under this
    Agreement and the Global Warrant surrendered for registration of
    such transfer.



 



    (d) Subject to the provisions of Section 2.05(b), the
    registered Holder of a Global Warrant may grant proxies and
    otherwise authorize any Person, including Agent Members and
    Persons that may hold interests through Agent Members, to take
    any action that a Holder is entitled to take under this
    Agreement or the Warrants.



 



    (e) In the event of the occurrence of any of the events
    specified in Section 2.05(a), the Company will promptly
    make available to the Warrant Agent a reasonable supply of
    Definitive Warrants in definitive, fully registered form.



 



    (f) Neither the Company nor the Warrant Agent will be
    liable or responsible for any registration or transfer of any
    Warrants that are registered or to be registered in the name of
    a fiduciary or the nominee of a fiduciary.





    

    6








 







    Section  2.06.  Replacement
    Certificates.



 



    If a mutilated Warrant Certificate is surrendered to the Warrant
    Agent or if the Holder of a Warrant Certificate provides proof
    reasonably satisfactory to the Company and the Warrant Agent
    that the Warrant Certificate has been lost, destroyed or
    wrongfully taken, the Company shall issue and the Warrant Agent
    shall countersign, by either manual or facsimile signature, a
    replacement Warrant Certificate of like tenor and representing
    an equivalent number of Warrants, if the reasonable requirements
    of the Warrant Agent and of
    Section 8-405
    of the Uniform Commercial Code as in effect in the State of
    Illinois are met. If required by the Warrant Agent or the
    Company, such Holder shall furnish an indemnity bond sufficient
    in the reasonable judgment of the Company and the Warrant Agent
    to protect the Company and the Warrant Agent from any loss that
    either of them may suffer if a Warrant Certificate is replaced.
    The Company and the Warrant Agent may charge the Holder for
    their expenses in replacing a Warrant Certificate. Every
    replacement Warrant Certificate evidences an additional
    obligation of the Company.



 



    Section  2.07.  Outstanding
    Warrants.



 



    The Warrants outstanding at any time are all Warrants evidenced
    on all Warrant Certificates authenticated by the Warrant Agent
    except for those canceled by it and those delivered to it for
    cancellation. A Warrant ceases to be outstanding if the Company
    or an Affiliate of the Company holds the Warrant.



 



    If a Warrant Certificate is replaced pursuant to
    Section 2.06, the Warrants evidenced thereby cease to be
    outstanding unless the Warrant Agent and the Company receive
    proof satisfactory to them that the replaced Warrant Certificate
    is held by a bona fide purchaser.



 



    Section  2.08.  Cancellation.



 



    In the event the Company shall purchase or otherwise acquire
    Definitive Warrants, the same shall thereupon be delivered to
    the Warrant Agent for cancellation.



 



    The Warrant Agent and no one else shall cancel and destroy all
    Warrant Certificates surrendered for registration of transfer,
    exchange, replacement, exercise or cancellation and deliver a
    certificate of such destruction to the Company unless the
    Company directs the Warrant Agent to deliver canceled Warrant
    Certificates to the Company. The Company may not issue new
    Warrant Certificates to replace Warrant Certificates to the
    extent they evidence Warrants that have been exercised or
    Warrants that the Company has purchased or otherwise acquired.



 



    Section  2.09.  CUSIP
    Numbers.



 



    The Company, in issuing the Warrants, may use “CUSIP”
    numbers (if then generally in use) and, if so, the Warrant Agent
    shall use “CUSIP” numbers in notices as a convenience
    to Holders; provided, however, that any such
    notice may state that no representation is made as to the
    correctness of such numbers either as printed on the Warrant
    Certificates or as contained in any notice and that reliance may
    be placed only on the other identification numbers printed on
    the Warrant Certificates.



 




    ARTICLE III

    



 




    EXERCISE
    TERMS; REDEMPTION



 



    Section  3.01.  Exercise.



 



    The Exercise Price of each Warrant, the Warrant Share Number,
    the number of Warrants evidenced by any Warrant Certificate and
    the Expiration Time of each Warrant shall be set forth in the
    related Warrant Certificate. The Exercise Price of each Warrant
    and the Warrant Share Number are subject to adjustment pursuant
    to the terms set forth in the Warrant Certificate.



 



    Section  3.02.  Manner
    of Exercise and Issuance of Shares.



 



    Warrants may be exercised in the manner set forth in
    Section 3 of the Warrant Certificate, and upon any such
    exercise, Shares shall be issued in the manner set forth in
    Section 4 of the Warrant Certificate.





    

    7








 







    Section  3.03.  Covenant
    to Make Stock Certificates Available.



 



    (a) The Warrant Agent is hereby authorized to requisition
    from time to time from any stock transfer agents of the Company
    stock certificates required to honor outstanding Warrants upon
    exercise thereof in accordance with the terms of this Agreement,
    and the Company agrees to authorize and direct such transfer
    agents to comply with all such requests of the Warrant Agent.
    The Company shall supply such transfer agents with duly executed
    stock certificates for such purposes and shall provide or
    otherwise make available any cash or scrip that may be payable
    upon exercise of Warrants as provided herein and in each Warrant
    Certificate.



 



    (b) The Warrant Agent is hereby authorized to create a
    special account for the reserve of shares of Common Stock to be
    issued upon exercise of the Warrants.



 



    (c) In connection with the shares of Common Stock to be
    issued upon exercise, the Company shall, if so required by the
    Warrant Agent, provide an opinion of counsel, stating that all
    such shares, when issued, will be:



 



    (i) registered, or subject to a valid exemption from
    registration, under the Securities Act of 1933, as amended, and
    all material and necessary State securities law filings will
    have been made with respect to such shares; and



 



    (ii) validly issued, fully paid and non-assessable.



 



    Section  3.04.  Redemption.



 



    Each Warrant may be redeemed for no consideration on the terms
    set forth in Section 13 of the Warrant Certificate.



 




    ARTICLE IV

    



 




    ANTIDILUTION
    PROVISIONS



 



    Section  4.01.  Antidilution
    Adjustments; Notice of Adjustment.



 



    The Exercise Price and the Warrant Share Number shall be subject
    to adjustment from time to time as provided in Section 12
    of the Warrant Certificate. Whenever the Exercise Price or the
    Warrant Share Number is so adjusted or is proposed to be
    adjusted as provided in Section 12 of the Warrant
    Certificate, the Company shall deliver to the Warrant Agent the
    notices or statements, and shall cause a copy of such notices or
    statements to be sent or communicated to each Holder pursuant to
    Section 6.03, as provided in Sections 12(H) and
    (I) of the Warrant Certificate.



 



    Section  4.02.  Adjustment
    to Warrant Certificate.



 



    The form of Warrant Certificate need not be changed because of
    any adjustment made pursuant to the Warrant Certificate, and
    Warrant Certificates issued after such adjustment may state the
    same Exercise Price and the same Warrant Share Number as are
    stated in the Warrant Certificates initially issued pursuant to
    this Agreement. The Company, however, may at any time in its
    sole discretion make any change in the form of Warrant
    Certificate that it may deem appropriate to give effect to such
    adjustments and that does not affect the substance of the
    Warrant Certificate, and any Warrant Certificate thereafter
    issued or countersigned, whether in exchange or substitution for
    an outstanding Warrant Certificate or otherwise, may be in the
    form as so changed.



 




    ARTICLE V

    



 




    WARRANT
    AGENT



 



    Section  5.01.  Appointment
    of Warrant Agent.



 



    The Company hereby appoints the Warrant Agent to act as agent
    for the Company in accordance with the provisions of this
    Agreement and the Warrant Agent hereby accepts such appointment.
    The Warrant Agent shall not be liable for anything that it may
    do or refrain from doing in connection with this Agreement,
    except for its own gross negligence, willful misconduct or bad
    faith.





    

    8








 







    Section  5.02.  Rights
    and Duties of Warrant Agent.



 



    (a) Agent for the Company.  In
    acting under this Warrant Agreement and in connection with the
    Warrant Certificates, the Warrant Agent is acting solely as
    agent of the Company and does not assume any obligation or
    relationship of agency or trust for or with any of the holders
    of Warrant Certificates or beneficial owners of Warrants.



 



    (b) Counsel.  The Warrant Agent may
    consult with counsel satisfactory to it (who may be counsel to
    the Company), and the advice of such counsel shall be full and
    complete authorization and protection in respect of any action
    taken, suffered or omitted by it hereunder in good faith and in
    accordance with the advice of such counsel.



 



    (c) Documents.  The Warrant Agent
    shall be protected and shall incur no liability for or in
    respect of any action taken or thing suffered by it in reliance
    upon any Warrant Certificate, notice, direction, consent,
    certificate, affidavit, statement or other paper or document
    reasonably believed by it to be genuine and to have been
    presented or signed by the proper parties.



 



    (d) No Implied Obligations.  The
    Warrant Agent shall be obligated to perform only such duties as
    are specifically set forth herein and in the Warrant
    Certificates, and no implied duties or obligations of the
    Warrant Agent shall be read into this Agreement or the Warrant
    Certificates against the Warrant Agent. The Warrant Agent shall
    not be under any obligation to take any action hereunder that
    may involve it in any expense or liability for which it does not
    receive indemnity if such indemnity is reasonably requested. The
    Warrant Agent shall not be accountable or under any duty or
    responsibility for the use by the Company of any of the Warrant
    Certificates countersigned by the Warrant Agent and delivered by
    it to the Holders or on behalf of the Holders pursuant to this
    Agreement or for the application by the Company of the proceeds
    of the Warrants. The Warrant Agent shall have no duty or
    responsibility in case of any default by the Company in the
    performance of its covenants or agreements contained herein or
    in the Warrant Certificates or in the case of the receipt of any
    written demand from a Holder with respect to such default,
    including any duty or responsibility to initiate or attempt to
    initiate any proceedings at law or otherwise.



 



    (e) Not Responsible for Adjustments or Validity of
    Stock.  The Warrant Agent shall not at any
    time be under any duty or responsibility to any Holder to
    determine whether any facts exist that may require an adjustment
    of the Warrant Share Number or the Exercise Price, or with
    respect to the nature or extent of any adjustment when made, or
    with respect to the method employed herein or in any
    supplemental agreement provided to be employed, in making the
    same. The Warrant Agent shall not be accountable with respect to
    the validity or value of any Shares or of any securities or
    property that may at any time be issued or delivered upon the
    exercise of any Warrant or upon any adjustment pursuant to
    Section 12 of the Warrant Certificate, and it makes no
    representation with respect thereto. The Warrant Agent shall not
    be responsible for any failure of the Company to make any cash
    payment or to issue, transfer or deliver any Shares or stock
    certificates upon the surrender of any Warrant Certificate for
    the purpose of exercise or upon any adjustment pursuant to
    Section 12 of the Warrant Certificate, or to comply with
    any of the covenants of the Company contained in the Warrant
    Certificate.



 



    (f) If the Warrant Agent shall receive any notice or demand
    (other than Notice of Exercise of Warrants) addressed to the
    Company by the Holder of a Warrant, the Warrant Agent shall
    promptly forward such notice or demand to the Company.



 



    Section  5.03.  Individual
    Rights of Warrant Agent.



 



    The Warrant Agent and any stockholder, director, officer or
    employee of the Warrant Agent may buy, sell or deal in any of
    the Warrants or other securities of the Company or its
    Affiliates or become pecuniarily interested in transactions in
    which the Company or its Affiliates may be interested, or
    contract with or lend money to the Company or its Affiliates or
    otherwise act as fully and freely as though it were not the
    Warrant Agent under this Agreement. Nothing herein shall
    preclude the Warrant Agent from acting in any other capacity for
    the Company or for any other legal entity.



 



    Section  5.04.  Warrant
    Agent’s Disclaimer.



 



    The Warrant Agent shall not be responsible for, and makes no
    representation as to the validity or adequacy of, this Agreement
    (except the due and valid authorized execution and delivery of
    this Agreement by the Warrant






    

    9








 







    Agent) or the Warrant Certificates (except the due
    countersignature of the Warrant Certificate(s) by the Warrant
    Agent) and it shall not be responsible for any statement in this
    Agreement or the Warrant Certificates other than its
    countersignature thereon.



 



    Section  5.05.  Compensation
    and Indemnity.



 



    (a) The Company agrees to pay the Warrant Agent from time
    to time reasonable compensation for its services as agreed and
    to reimburse the Warrant Agent upon request for all reasonable
    out-of-pocket
    expenses incurred by it, including the reasonable compensation
    and expenses of the Warrant Agent’s agents and counsel as
    agreed. The Company shall indemnify the Warrant Agent, its
    officers, directors, agents and counsel against any loss,
    liability or expense (including reasonable agents’ and
    attorneys’ fees and expenses) incurred by it without gross
    negligence, willful misconduct or bad faith on its part arising
    out of or in connection with the acceptance or performance of
    its duties under this Agreement. The Warrant Agent shall notify
    the Company promptly of any claim for which it may seek
    indemnity. The Company need not reimburse any expense or
    indemnify against any loss or liability incurred by the Warrant
    Agent through willful misconduct, gross negligence or bad faith.
    The Company’s payment obligations pursuant to this Section
    shall survive the termination of this Agreement.



 



    (b) The Warrant Agent shall be responsible for and shall
    indemnify and hold the Company harmless from and against any and
    all losses, damages, costs, charges, counsel fees, payments,
    expenses and liability arising out of or attributable to the
    Warrant Agent’s refusal or failure to comply with the terms
    of this Agreement, or which arise out of Warrant Agent’s
    gross negligence, bad faith or willful misconduct or which arise
    out of the breach of any representation or warranty of the
    Warrant Agent hereunder, for which the Warrant Agent is not
    entitled to indemnification under this Agreement; provided,
    however, the Warrant Agent’s aggregate liability hereunder
    during any term of this Agreement with respect to, arising from,
    or arising in connection with this Agreement, whether in
    contract, or in tort, or otherwise, is limited to, and shall not
    exceed, the amounts paid hereunder by the Company to the Warrant
    Agent as fees and charges, but not including reimbursable
    expenses.



 



    To secure the Company’s payment obligations under this
    Agreement, the Warrant Agent shall have a lien prior to the
    Holders on all money or property held or collected by the
    Warrant Agent.



 



    Section  5.06.  Successor
    Warrant Agent.



 



    (a) Company to Provide and Maintain Warrant
    Agent.  The Company agrees for the benefit of
    the Holders that there shall at all times be a Warrant Agent
    hereunder until all the Warrants have been exercised or
    cancelled or are no longer exercisable.



 



    (b) Resignation and Removal.  The
    Warrant Agent may at any time resign by giving written notice to
    the Company of such intention on its part, specifying the date
    on which its desired resignation shall become effective;
    provided, however, that such date shall not be
    less than 60 days after the date on which such notice is
    given unless the Company otherwise agrees. The Warrant Agent
    hereunder may be removed at any time by the filing with it of an
    instrument in writing signed by or on behalf of the Company and
    specifying such removal and the date when it shall become
    effective, which date shall not be less than 60 days after
    such notice is given unless the Warrant Agent otherwise agrees.
    Any removal under this Section shall take effect upon the
    appointment by the Company as hereinafter provided of a
    successor Warrant Agent (which shall be (i) a bank or trust
    company, (ii) organized under the laws of the United States
    of America or one of the states thereof, (iii) authorized
    under the laws of the jurisdiction of its organization to
    exercise corporate trust powers, (iv) having a combined
    capital and surplus of at least $50,000,000 (as set forth in its
    most recent reports of condition published pursuant to law or to
    the requirements of any United States federal or state
    regulatory or supervisory authority) and (v) having an
    office in the Borough of Manhattan, The City of New York or any
    other jurisdiction within the United States of America as
    determined by the Company) and the acceptance of such
    appointment by such successor Warrant Agent. The obligations of
    the Company under Section 5.05 shall continue to the extent
    set forth herein notwithstanding the resignation or removal of
    the Warrant Agent.



 



    (c) Company to Appoint
    Successor.  In the event that at any time the
    Warrant Agent shall resign, or shall be removed, or shall become
    incapable of acting, or shall be adjudged bankrupt or insolvent,
    or shall commence a voluntary case under the Federal bankruptcy
    laws, as now or hereafter constituted, or under any other
    applicable Federal or State bankruptcy, insolvency or similar
    law or shall consent to the appointment of or taking possession
    by






    

    10








 







    a receiver, custodian, liquidator, assignee, trustee,
    sequestrator (or other similar official) of the Warrant Agent or
    its property or affairs, or shall make an assignment for the
    benefit of creditors, or shall admit in writing its inability to
    pay its debts generally as they become due, or shall take
    corporate action in furtherance of any such action, or a decree
    or order for relief by a court having jurisdiction in the
    premises shall have been entered in respect of the Warrant Agent
    in an involuntary case under the Federal bankruptcy laws, as now
    or hereafter constituted, or any other applicable Federal or
    State bankruptcy, insolvency or similar law, or a decree or
    order by a court having jurisdiction in the premises shall have
    been entered for the appointment of a receiver, custodian,
    liquidator, assignee, trustee, sequestrator (or similar
    official) of the Warrant Agent or of its property or affairs, or
    any public officer shall take charge or control of the Warrant
    Agent or of its property or affairs for the purpose of
    rehabilitation, conservation, winding up or liquidation, a
    successor Warrant Agent, qualified as aforesaid, shall be
    appointed by the Company by an instrument in writing, filed with
    the successor Warrant Agent. In the event that a successor
    Warrant Agent is not appointed by the Company, a successor
    Warrant Agent, qualified as aforesaid, may be appointed by the
    Warrant Agent or the Warrant Agent may petition a court to
    appoint a successor Warrant Agent. Upon the appointment as
    aforesaid of a successor Warrant Agent and acceptance by the
    successor Warrant Agent of such appointment, the Warrant Agent
    shall cease to be Warrant Agent hereunder; provided,
    however, that in the event of the resignation of the
    Warrant Agent under this subsection (c), such resignation shall
    be effective on the earlier of (i) the date specified in
    the Warrant Agent’s notice of resignation and (ii) the
    appointment and acceptance of a successor Warrant Agent
    hereunder.



 



    (d) Successor to Expressly Assume
    Duties.  Any successor Warrant Agent appointed
    hereunder shall execute, acknowledge and deliver to its
    predecessor and to the Company an instrument accepting such
    appointment hereunder, and thereupon such successor Warrant
    Agent, without any further act, deed or conveyance, shall become
    vested with all the rights and obligations of such predecessor
    with like effect as if originally named as Warrant Agent
    hereunder, and such predecessor, upon payment of its charges and
    disbursements then unpaid, shall thereupon become obligated to
    transfer, deliver and pay over, and such successor Warrant Agent
    shall be entitled to receive, all monies, securities and other
    property on deposit with or held by such predecessor, as Warrant
    Agent hereunder.



 



    (e) Successor by Merger.  Any
    entity into which the Warrant Agent hereunder may be merged or
    consolidated, or any entity resulting from any merger or
    consolidation to which the Warrant Agent shall be a party, or
    any entity to which the Warrant Agent shall sell or otherwise
    transfer all or substantially all of its assets and business,
    shall be the successor Warrant Agent under this Agreement
    without the execution or filing of any paper or any further act
    on the part of any of the parties hereto; provided,
    however, that it shall be qualified as aforesaid.



 



    Section  5.07.
    Representations of the Company.



 



    The Company represents and warrants to the Warrant Agent that:



 



    (a) the Company has been duly organized and is validly
    existing under the laws of the jurisdiction of its incorporation;



 



    (b) this Agreement has been duly authorized, executed and
    delivered by the Company and is enforceable against the Company
    in accordance with its terms, except as may be limited by
    bankruptcy, insolvency, moratorium, reorganization and other
    similar laws affecting the enforcement of creditors’ rights
    generally; and



 



    (c) the execution and delivery of this Agreement does not,
    and the issuance of the Warrants in accordance with the terms of
    this Agreement and the Warrant Certificate will not,
    (i) violate the Company’s certificate of incorporation
    or by-laws, (ii) violate any law or regulation applicable
    to the Company or order or decree of any court or public
    authority having jurisdiction over the Company, or
    (iii) result in a breach of any mortgage, indenture,
    contract, agreement or undertaking to which the Company is a
    party or by which it is bound, except in the case of
    (ii) and (iii) for any violations or breaches that
    could not reasonably be expected to have a material adverse
    effect on the Company and its subsidiaries, taken as a whole.





    

    11








 








    ARTICLE VI

    



 




    MISCELLANEOUS



 



    Section  6.01.  Persons
    Benefitting.



 



    Nothing in this Agreement is intended or shall be construed to
    confer upon any Person other than the Company, the Warrant Agent
    and the Holders any right, remedy or claim under or by reason of
    this Agreement or any part hereof.



 



    Section  6.02.  Amendment.



 



    This Agreement and the Warrants may be amended by the parties
    hereto without the consent of any Holder for the purpose of
    curing any ambiguity, or of curing, correcting or supplementing
    any defective provision contained herein or therein or adding or
    changing any other provisions with respect to matters or
    questions arising under this Agreement or the Warrants as the
    Company and the Warrant Agent may deem necessary or desirable;
    provided, however, that such action shall not
    adversely affect the rights of any of the Holders in any
    material respect. Any amendment or supplement to this Agreement
    or the Warrants that has a material adverse effect on the
    interests of any of the Holders or owners of a beneficial
    interest in a Global Warrant shall require the written consent
    of the Holders of a majority of the then outstanding Warrants;
    provided, that the consent of each Holder affected
    thereby shall be required for any amendment pursuant to which
    (i) the Exercise Price would be increased or the Warrant
    Share Number would be decreased (in each case, other than
    pursuant to adjustments provided for in Section 12 of the
    Warrant Certificate), (ii) the time period during which the
    Warrants are exercisable would be shortened or (iii) any
    change adverse to the Holder would be made to the anti-dilution
    provisions set forth in Article IV of this Agreement or
    Section 12 of the Warrant Certificate. In determining
    whether the Holders of the required number of Warrants have
    concurred in any direction, waiver or consent, Warrants owned by
    the Company or by any Affiliate of the Company shall be
    disregarded and deemed not to be outstanding, except that, for
    the purpose of determining whether the Warrant Agent shall be
    protected in relying on any such direction, waiver or consent,
    only Warrants that the Warrant Agent knows are so owned shall be
    so disregarded. Also, subject to the foregoing, only Warrants
    outstanding at the time shall be considered in any such
    determination. The Warrant Agent shall have no duty to determine
    whether any such amendment would have an effect on the rights or
    interests of the holders of the Warrants. Upon receipt by the
    Warrant Agent of an Officer’s Certificate and an Opinion of
    Counsel, each stating that all conditions precedent to the
    execution of the amendment have been complied with and such
    execution is permitted by this Agreement and the Warrant
    Certificate, the Warrant Agent shall join in the execution of
    such amendment; provided, that the Warrant Agent may, but shall
    not be obligated to, execute any amendment or supplement which
    affects the rights or changes or increases the duties or
    obligations of the Warrant Agent.



 



    Section  6.03.  Notices.



 



    Any notice or communication shall be in writing and delivered in
    person or mailed by first-class mail addressed as follows:



 



    if to the Company:



 



    Mercantile Bancorp, Inc.

    200 N. 33rd Street

    Quincy, Illinois 62301

    Attn: President



 



    with a copy to:



 



    DLA Piper LLP (US)

    500 Eighth Street, NW

    Washington, DC 20004

    Attn: Michael P. Reed, Esq.





    

    12








 






 



    if to the Warrant Agent:



 



    Illinois Stock Transfer Co.

    209 West Jackson Boulevard, Suite 903

    Chicago, IL 60606



 



    The Company or the Warrant Agent by notice to the other may
    designate additional or different addresses for subsequent
    notices or communications.



 



    Unless the Warrant is a Global Warrant, any notice or
    communication mailed to a Holder shall be mailed to the Holder
    at the Holder’s address as it appears on the Registry and
    shall be sufficiently given if so mailed within the time
    prescribed. Any notice to the owners of a beneficial interest in
    a Global Warrant shall be distributed through the Depositary in
    accordance with the procedures of the Depositary. Communications
    to such Holder shall be deemed to be effective at the time of
    dispatch to the Depositary.



 



    Failure to provide a notice or communication to a Holder or any
    defect in it shall not affect its sufficiency with respect to
    other Holders. If a notice or communication is provided in the
    manner provided above, it is duly given, whether or not the
    intended recipient actually receives it.



 



    Section  6.04.  Governing
    Law.



 



    This Agreement will be governed by and construed in accordance
    with the laws of the State of New York applicable to contracts
    made and to be performed entirely within such State.



 



    Section  6.05.  Successors.



 



    All agreements of the Company in this Agreement and the Warrants
    shall bind its successors. All agreements of the Warrant Agent
    in this Agreement shall bind its successors.



 



    Section  6.06.  Multiple
    Originals.



 



    The parties may sign any number of copies of this Agreement.
    Each signed copy shall be an original, but all of them together
    represent the same agreement. One signed copy is enough to prove
    this Agreement.



 



    Section  6.07.  Inspection
    of Agreement.



 



    A copy of this Agreement shall be made available at all
    reasonable times for inspection by any registered Holder or
    owner of a beneficial interest in a Global Warrant at the
    principal office of the Warrant Agent (or successor warrant
    agent).



 



    Section  6.08.  Headings.



 



    The headings of the Articles and Sections of this Agreement have
    been inserted for convenience of reference only, are not
    intended to be considered a part hereof and shall not modify or
    restrict any of the terms or provisions hereof.



 



    Section  6.09.  Severability.



 



    The provisions of this Agreement are severable, and if any
    clause or provision shall be held invalid, illegal or
    unenforceable in whole or in part in any jurisdiction, then such
    invalidity or unenforceability shall affect in that jurisdiction
    only such clause or provision, or part thereof, and shall not in
    any manner affect such clause or provision in any other
    jurisdiction or any other clause or provision of this Agreement
    in any jurisdiction.





    

    13








 







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



 



    MERCANTILE BANCORP, INC.



 


			
	 	    by 
	
        









    Name:     




    Title:



 



    ILLINOIS STOCK TRANSFER COMPANY,



 



    

    as Warrant Agent,



 


			
	 	    by 
	









    Name:     




    Title:





    

    14








 








    EXHIBIT A



 



    FORM OF WARRANT



 



    UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
    COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
    PAYMENT, AND ANY WARRANT CERTIFICATE ISSUED IS REGISTERED IN THE
    NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
    BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
    TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
    BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
    WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
    CEDE & CO., HAS AN INTEREST HEREIN.



 



    TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO
    TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
    SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
    OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS
    MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
    WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.





    

    A-1








 








    GLOBAL
    WARRANT

    representing

    WARRANTS

    to purchase

    [          ] Shares
    of

    Common Stock

    of

    MERCANTILE BANCORP, INC.



 



    No.           



 



    CUSIP No: 587343 112



 



    1. DEFINITIONS.  Unless the context
    otherwise requires, when used herein the following terms shall
    have the meanings indicated. Any capitalized terms used but not
    defined herein that are defined in the Warrant Agreement shall
    have the meanings set forth in the Warrant Agreement.



 



    “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.



 



    “Agent Members” means the securities brokers
    and dealers, banks and trust companies, clearing organizations
    and certain other organizations that are participants in the
    Depositary’s system.



 



    “Board of Directors” means the board of
    directors of the Company, including any duly authorized
    committee thereof.



 



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



 



    “business day” means any day except Saturday,
    Sunday and any day on which banking institutions in the State of
    Illinois are authorized or required by law or other governmental
    actions to close.



 



    “Capital Stock” means (A) with respect to
    any Person that is a corporation or company, any and all shares,
    interests, participations or other equivalents (however
    designated) of capital or capital stock of such Person and
    (B) with respect to any Person that is not a corporation or
    company, any and all partnership or other equity interests of
    such Person.



 



    “Charter” means, with respect to any Person,
    its certificate or articles of incorporation, articles of
    association, or similar organizational document.



 



    “Common Stock” means the common stock, par
    value $0.4167 per share, of the Company.



 



    “Company” means Mercantile Bancorp, Inc., a
    corporation duly organized and existing under the laws of
    Delaware.



 



    “Definitive Warrant” means a Warrant
    Certificate in definitive form that is not deposited with the
    Depositary or with the Warrant Agent as custodian for the
    Depositary.



 



    “Depositary” means The Depository
    Trust Company, its nominees and their respective successors.



 



    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended, or any successor statute, and the rules
    and regulations promulgated thereunder.



 



    “Exercise Price” means $[ • ],
    subject to adjustment as set forth herein.



 



    “Expiration Time” has the meaning set forth in
    Section 3.





    

    A-2








 







    “Fair Market Value” means, with respect to any
    security or other property, the fair market value of such
    security or other property as determined by the Board of
    Directors, acting in good faith.



 



    “Global Warrant” means a Warrant Certificate in
    global form that is deposited with the Depositary or with the
    Warrant Agent as custodian for the Depositary.



 



    “Governmental Entities” means, collectively,
    all United States and other governmental, regulatory or judicial
    authorities.



 



    “Issue Date” means
    [          ],
    2010.



 



    “Market Price” means, with respect to a
    particular security, on any given day, the last reported sale
    price regular way or, in case no such reported sale takes place
    on such day, the average of the last closing bid and ask prices
    regular way, in either case on the principal national securities
    exchange on which the applicable securities are listed or
    admitted to trading, or if not listed or admitted to trading on
    any national securities exchange, the average of the closing bid
    and ask prices as furnished by two members of the Financial
    Industry Regulatory Authority, Inc. selected from time to time
    by the Company for that purpose. “Market Price” shall
    be determined without reference to after hours or extended hours
    trading. If such security is not listed and traded in a manner
    that the quotations referred to above are available for the
    period required hereunder, the Market Price per share of Common
    Stock shall be deemed to be the fair market value per share of
    such security as determined in good faith by the Board of
    Directors in reliance on an opinion of a nationally recognized
    independent investment banking corporation retained by the
    Company for this purpose; provided that if any such
    security is listed or traded on a
    non-U.S. market,
    such fair market value shall be determined by reference to the
    closing price of such security as of the end of the most
    recently ended business day in such market prior to the date of
    determination; and further, provided that if
    making such determination requires the conversion of any
    currency other than U.S. dollars into U.S. dollars,
    such conversion shall be done in accordance with customary
    procedures based on the rate for conversion of such currency
    into U.S. dollars displayed on the relevant page by
    Bloomberg L.P. (or any successor or replacement service) on or
    by 4:00 p.m., New York City time, on such exercise date.
    For the purposes of determining the Market Price of the Common
    Stock on the “trading day” preceding, on or following
    the occurrence of an event, (i) that trading day shall be
    deemed to commence immediately after the regular scheduled
    closing time of trading on the NYSE Amex or, if trading is
    closed at an earlier time, such earlier time and (ii) that
    trading day shall end at the next regular scheduled closing
    time, or if trading is closed at an earlier time, such earlier
    time (for the avoidance of doubt, and as an example, if the
    Market Price is to be determined as of the last trading day
    preceding a specified event and the closing time of trading on a
    particular day is 4:00 p.m. and the specified event occurs
    at 5:00 p.m. on that day, the Market Price would be
    determined by reference to such 4:00 p.m. closing price).



 



    “Ordinary Cash Dividends” means a regular
    quarterly cash dividend on shares of Common Stock out of surplus
    or net profits legally available therefor (determined in
    accordance with U.S. GAAP in effect from time to time),
    provided that Ordinary Cash Dividends shall not include
    any cash dividends paid subsequent to the Issue Date to the
    extent the aggregate per share dividends paid on the outstanding
    Common Stock in any quarter exceed $0.06 per share of Common
    Stock, as adjusted for any stock split, stock dividend, reverse
    stock split, reclassification or similar transaction.



 



    “Person” has the meaning given to it in
    Section 3(a)(9) of the Exchange Act and as used in
    Sections 13(d)(3) and 14(d)(2) of the Exchange Act.



 



    “Per Share Fair Market Value” has the meaning
    set forth in Section 12(B).



 



    “Pro Rata Repurchases” means any purchase of
    shares of Common Stock by the Company or any Affiliate thereof
    pursuant to (A) any tender offer or exchange offer subject
    to Section 13(e) or 14(e) of the Exchange Act or
    Regulation 14E promulgated thereunder or (B) any other
    offer available to substantially all holders of Common Stock, in
    the case of both (A) and (B), whether for cash, shares of
    Capital Stock of the Company, other securities of the Company,
    evidences of indebtedness of the Company or any other Person or
    any other property (including, without limitation, shares of
    Capital Stock, other securities or evidences of indebtedness of
    a subsidiary), or any combination thereof, effected while this
    Warrant Certificate is outstanding. The “Effective
    Date” of a Pro Rata Repurchase shall mean the date of
    acceptance of shares for purchase or exchange by the Company
    under any tender






    

    A-3








 







    or exchange offer which is a Pro Rata Repurchase or the date of
    purchase with respect to any Pro Rata Repurchase that is not a
    tender or exchange offer.



 



    “SEC” means the U.S. Securities and
    Exchange Commission.



 



    “Securities Act” means the Securities Act of
    1933, as amended, or any successor statute, and the rules and
    regulations promulgated thereunder.



 



    “Shares” has the meaning set forth in
    Section 2.



 



    “trading day” means (A) if the shares of
    Common Stock are not traded on any national or regional
    securities exchange or association or
    over-the-counter
    market, a business day or (B) if the shares of Common Stock
    are traded on any national or regional securities exchange or
    association or
    over-the-counter
    market, a business day on which such relevant exchange or
    quotation system is scheduled to be open for business and on
    which the shares of Common Stock (i) are not suspended from
    trading on any national or regional securities exchange or
    association or
    over-the-counter
    market for any period or periods aggregating one half hour or
    longer; and (ii) have traded at least once on the national
    or regional securities exchange or association or
    over-the-counter
    market that is the primary market for the trading of the shares
    of Common Stock. The term “trading day” with respect
    to any security other than the Common Stock shall have a
    correlative meaning based on the primary exchange or quotation
    system on which such security is listed or traded.



 



    “Transfer Agent” means Illinois Stock Transfer
    Company, as transfer agent of the Company, and any successor
    transfer agent.



 



    “U.S. GAAP” means United States generally
    accepted accounting principles.



 



    “Warrant” means a right to purchase a number of
    shares of the Company’s Common Stock equal to the Warrant
    Share Number as provided herein. References herein to
    “Warrant” shall include the Global Warrant where the
    context requires.



 



    “Warrant Agent” has the meaning set forth in
    Section 16.



 



    “Warrant Agreement” has the meaning set forth
    in Section 16.



 



    “Warrant Certificate” means a fully registered
    certificate evidencing Warrants.



 



    “Warrantholder” means a registered owner of
    Warrants as set forth in the Registry.



 



    “Warrant Share Number” means one share of
    Common Stock, as subsequently adjusted pursuant to the terms of
    this Warrant and the Warrant Agreement.



 



    2. NUMBER OF SHARES; EXERCISE
    PRICE.  This certifies that, for value
    received, Cede & Co., and any of its registered
    assigns, is the registered owner of the number of Warrants set
    forth on Schedule A hereto, each of which entitles the
    Warrantholder to purchase from the Company, upon the terms and
    subject to the conditions hereinafter set forth, a number of
    fully paid and nonassessable shares of Common Stock (each a
    “Share” and collectively the
    “Shares”) equal to the Warrant Share Number at
    a purchase price per share equal to the Exercise Price. The
    Warrant Share Number and the Exercise Price are subject to
    adjustment as provided herein, and all references to
    “Warrant Share Number” and “Exercise Price”
    herein shall be deemed to include any such adjustment or series
    of adjustments.



 



    3. EXERCISE OF WARRANT;
    TERM.  Subject to Section 2, to the
    extent permitted by applicable laws and regulations, all or a
    portion of the Warrants evidenced by this Warrant Certificate
    are exercisable by the Warrantholder, at any time or from time
    to time after the execution and delivery of this Warrant
    Certificate by the Company on the date hereof, but in no event
    later than 5:00 p.m., New York City time on the fifth
    anniversary of the Issue Date (the “Expiration
    Time”), by (A) delivery to the Warrant Agent of a
    Notice of Exercise in the form annexed hereto, duly completed
    and executed (or to the Company or to such other office or
    agency of the Company in the United States as the Company may
    designate by notice in writing to the Warrantholders pursuant to
    Section 19), and (B) payment of the Exercise Price for
    the Shares thereby purchased in cash (by certified check or wire
    transfer of immediately available funds to an account designated
    by the Company), or, at the option of the Company, by having the
    Company withhold, from the shares of Common Stock that would
    otherwise be delivered






    

    A-4








 







    to such Warrantholder upon such exercise, Shares issuable upon
    exercise of the Warrants so exercised equal in value to the
    aggregate Exercise Price as to such Shares, based on the Market
    Price of the Common Stock on the trading day on which such
    Warrants are exercised and the Notice of Exercise is delivered
    to the Warrant Agent pursuant to this Section 3. For the
    avoidance of doubt, if Warrants are exercised and the Company
    elects to have the purchase price satisfied by withholding
    shares of Common Stock otherwise to be delivered pursuant to the
    exercise of the Warrant, such that the Exercise Price would
    exceed the value of the Shares issuable upon exercise, no amount
    shall be due and payable by the Warrantholder to the Company. In
    the case of a Global Warrant, any person with a beneficial
    interest in such Global Warrant shall effect compliance with the
    requirements in clauses (A) and (B) above through the
    relevant Agent Member in accordance with procedures of the
    Depositary.



 



    In the case of a Global Warrant, whenever some but not all of
    the Warrants represented by such Global Warrant are exercised in
    accordance with the terms thereof and of the Warrant Agreement,
    such Global Warrant shall be surrendered by the Warrantholder to
    the Warrant Agent, which shall cause an adjustment to be made to
    Schedule A to such Global Warrant so that the number of
    Warrants represented thereby will be equal to the number of
    Warrants theretofor represented by such Global Warrant less the
    number of Warrants then exercised. The Warrant Agent shall
    thereafter promptly return such Global Warrant to the
    Warrantholder or its nominee or custodian. In the case of a
    Definitive Warrant, whenever some but not all of the Warrants
    represented by such Definitive Warrant are exercised in
    accordance with the terms thereof and of the Warrant Agreement,
    the Warrantholder shall be entitled, at the request of such
    Warrantholder, to receive from the Company within a reasonable
    time, not to exceed three business days, a new Definitive
    Warrant in substantially identical form for the number of
    Warrants equal to the number of Warrants theretofor represented
    by such Definitive Warrant less the number of Warrants then
    exercised.



 



    If this Warrant Certificate shall have been exercised in full,
    the Warrant Agent shall promptly cancel such certificate
    following its receipt from the Warrantholder or the Depositary,
    as applicable.



 



    Notwithstanding anything in this Warrant Certificate to the
    contrary, in the case of Warrants evidenced by a Global Warrant,
    any Agent Member may, without the consent of the Warrant Agent
    or any other person, on its own behalf and on behalf of any
    beneficial owner for which it is acting, enforce, and may
    institute and maintain, any suit, action or proceeding against
    the Company suitable to enforce, or otherwise in respect of, its
    right to exercise, and to receive Shares for, its Warrants as
    provided in the Global Warrant, and to enforce the Warrant
    Agreement.



 



    4. ISSUANCE OF SHARES; AUTHORIZATION;
    LISTING.  Shares issued upon exercise of
    Warrants evidenced by this Warrant Certificate shall be
    (i) issued in such name or names as the exercising
    Warrantholder may designate and (ii) delivered by the
    Transfer Agent to such Warrantholder or its nominee or nominees
    (A) via book-entry transfer crediting the account of such
    Warrantholder (or the relevant Agent Member for the benefit of
    such Warrantholder) through the Depositary’s DWAC system
    (if the Transfer Agent participates in such system), or
    (B) otherwise in certificated form by physical delivery to
    the address specified by the Warrantholder in the Notice of
    Exercise. The Company shall use its commercially reasonable
    efforts to cause its Transfer Agent to be a participant in the
    Depositary’s DWAC system. The Company shall cause the
    number of full Shares to which such Warrantholder shall be
    entitled to be so delivered by the Transfer Agent within a
    reasonable time, not to exceed three business days after the
    date on which Warrants evidenced by this Warrant Certificate
    have been duly exercised in accordance with the terms hereof.



 



    The Company hereby represents and warrants that any Shares
    issued upon the exercise of Warrants evidenced by this Warrant
    Certificate in accordance with the provisions of Section 3
    will be duly and validly authorized and issued, fully paid and
    nonassessable and free from all taxes, liens and charges (other
    than liens or charges created by a Warrantholder, income and
    franchise taxes incurred in connection with the exercise of the
    Warrant or taxes in respect of any transfer occurring
    contemporaneously therewith). The Company agrees that the Shares
    so issued will be deemed to have been issued to a Warrantholder
    as of the close of business on the date on which Warrants
    evidenced by this Warrant Certificate have been duly exercised,
    notwithstanding that the stock transfer books of the Company may
    then be closed or certificates representing such Shares may not
    be actually delivered on such date. The Company will at all
    times until the Expiration Time (or, if such date shall not be a
    business day, then on the next succeeding business day) reserve
    and keep available, out of its authorized but unissued Common
    Stock, solely for the purpose of providing for the exercise of
    Warrants evidenced by this Warrant Certificate, the aggregate
    number of shares of Common Stock then issuable upon exercise
    hereof at any time. The Company will (A) procure, at its
    sole expense, the listing of the Shares issuable upon exercise
    hereof at any time, subject to issuance or notice of issuance,
    on all principal stock exchanges on which the Common Stock is
    then listed or traded and (B) maintain such listings






    

    A-5








 







    of such Shares at all times after issuance. The Company will use
    reasonable best efforts to ensure that the Shares may be issued
    without violation of any applicable law or regulation or of any
    requirement of any securities exchange on which the Shares are
    listed or traded.



 



    5. NO FRACTIONAL SHARES OR
    SCRIP.  No fractional Shares or scrip
    representing fractional Shares shall be issued upon any exercise
    of Warrants evidenced by this Warrant Certificate. In lieu of
    any fractional Share that would otherwise be issued to a
    Warrantholder upon the exercise of any Warrants, such
    Warrantholder shall be entitled to receive a cash payment equal
    to the Market Price of the Common Stock on the trading day on
    which such warrants are exercised representing such fractional
    Share. The beneficial owners of the Warrants and the
    Warrantholder, by their acceptance hereof, expressly waive their
    right to receive any fraction of a share of Common Stock or a
    certificate representing a fraction of a share of Common Stock
    or Warrant Certificate representing a fractional Warrant upon
    exercise of any Warrant.



 



    6. NO RIGHTS AS STOCKHOLDERS; TRANSFER
    BOOKS.  Warrants evidenced by this Warrant
    Certificate do not entitle the Warrantholder or the owner of any
    beneficial interest in such Warrants to any voting rights or
    other rights as a stockholder of the Company prior to the date
    of exercise hereof. The Company will at no time close its
    transfer books against transfer of Warrants in any manner which
    interferes with the timely exercise hereof.



 



    7. CHARGES, TAXES AND
    EXPENSES.  Issuance of Shares in certificated
    or book-entry form to the Warrantholder upon the exercise of
    Warrants evidenced by this Warrant Certificate shall be made
    without charge to the Warrantholder for any issue or transfer
    tax or other incidental expense in respect of the issuance of
    such Shares (other than liens or charges created by a
    Warrantholder, income and franchise taxes incurred in connection
    with the exercise of the Warrant or taxes in respect of any
    transfer occurring contemporaneously therewith), all of which
    taxes and expenses shall be paid by the Company.



 



    8. TRANSFER/ASSIGNMENT.  This
    Warrant Certificate and all rights hereunder are transferable,
    in whole or in part, upon the books of the Company (or an agent
    duly appointed by the Company) by the registered holder hereof
    in person or by duly authorized attorney, and one or more new
    Warrant Certificates shall be made and delivered by the Company,
    of the same tenor and date as this Warrant Certificate but
    registered in the name of one or more transferees, upon
    surrender of this Warrant Certificate, duly endorsed, to the
    office or agency of the Company described in Section 3;
    provided that if this Warrant Certificate is a Global
    Warrant registered in the name of the Depositary, transfers of
    such Global Warrant may only be made as a whole, and not in
    part, and only by (i) the Depositary to a nominee of the
    Depositary, (ii) a nominee of the Depositary to the
    Depositary or another nominee of the Depositary or
    (iii) the Depositary or any such nominee to a successor
    Depositary or its nominee. All expenses (other than stock
    transfer taxes) and other charges payable in connection with the
    preparation, execution and delivery of the new Warrant
    Certificates pursuant to this Section 8 shall be paid by
    the Company.



 



    If this Warrant Certificate is a Global Warrant, then so long as
    the Global Warrant is registered in the name of the Depositary,
    the holders of beneficial interests in the Warrants evidenced
    thereby shall have no rights under this Warrant Certificate with
    respect to the Global Warrant held on their behalf by the
    Depositary or the Warrant Agent as its custodian, and the
    Depositary may be treated by the Company, the Warrant Agent and
    any agent of the Company or the Warrant Agent as the absolute
    owner of the Global Warrant for all purposes whatsoever except
    to the extent set forth herein. Accordingly, any such
    owner’s beneficial interest in the Global Warrant will be
    shown only on, and the transfer of such interest shall be
    effected only through, records maintained by the Depositary or
    the Agent Members, and neither the Company nor the Warrant Agent
    shall have any responsibility with respect to such records
    maintained by the Depositary or the Agent Members.
    Notwithstanding the foregoing, nothing herein shall
    (i) prevent the Company, the Warrant Agent or any agent of
    the Company or the Warrant Agent from giving effect to any
    written certification, proxy or other authorization furnished by
    the Depositary or (ii) impair, as between the Depositary
    and the Agent Members, the operation of customary practices
    governing the exercise of the rights of a holder of a beneficial
    interest in any Warrant. Except as may otherwise be provided in
    this Warrant Certificate or the Warrant Agreement, the rights of
    beneficial owners in a Global Warrant shall be exercised through
    the Depositary subject to the applicable procedures of the
    Depositary. Any holder of the Global Warrant shall, by
    acceptance of the Global Warrant, agree that transfers of
    beneficial interests in the Global Warrant may be effected only
    through a book-entry system maintained by the Depositary, and
    that ownership of a beneficial interest in the Warrants
    represented thereby shall be required to be reflected in
    book-entry form.





    

    A-6








 







    A Global Warrant shall be exchanged for Definitive Warrants, and
    Definitive Warrants may be transferred or exchanged for a
    beneficial interest in a Global Warrant, only at such times and
    in the manner specified in the Warrant Agreement. Subject to the
    provisions of the Warrant Agreement, the holder of a Global
    Warrant may grant proxies and otherwise authorize any person,
    including Agent Members and persons that may hold beneficial
    interests in such Global Warrant through Agent Members, to take
    any action that a Warrantholder is entitled to take under a
    Warrant or the Warrant Agreement.



 



    9. EXCHANGE AND REGISTRY OF
    WARRANTS.  This Warrant Certificate is
    exchangeable, upon the surrender hereof by the Warrantholder to
    the Company, for a new Warrant Certificate or Warrant
    Certificates of like tenor and representing the same aggregate
    number of Warrants. The Company or an agent duly appointed by
    the Company (which initially shall be the Warrant Agent) shall
    maintain a Registry showing the name and address of the
    Warrantholder as the registered holder of this Warrant
    Certificate. This Warrant Certificate may be surrendered for
    exchange or exercise in accordance with its terms, at the office
    of the Company or any such agent, and the Company shall be
    entitled to rely in all respects, prior to written notice to the
    contrary, upon such Registry.



 



    10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT
    CERTIFICATE.  Upon receipt by the Company of
    proof reasonably satisfactory to it of the loss, theft,
    destruction or mutilation of this Warrant Certificate, and in
    the case of any such loss, theft or destruction, upon receipt of
    a bond, indemnity or security reasonably satisfactory to the
    Company and the Warrant Agent, or, in the case of any such
    mutilation, upon surrender and cancellation of this Warrant
    Certificate, the Company shall make and deliver, in lieu of such
    lost, stolen, destroyed or mutilated Warrant Certificate, a new
    Warrant Certificate of like tenor and representing the same
    aggregate number of Warrants as provided for in such lost,
    stolen, destroyed or mutilated Warrant Certificate.



 



    11. SATURDAYS, SUNDAYS, HOLIDAYS,
    ETC.  If the last or appointed day for the
    taking of any action or the expiration of any right required or
    granted herein shall not be a business day, then such action may
    be taken or such right may be exercised on the next succeeding
    day that is a business day.



 



    12. ADJUSTMENTS AND OTHER
    RIGHTS.  The Exercise Price and the Warrant
    Share Number shall be subject to adjustment from time to time as
    follows; provided that if more than one subsection of
    this Section 12 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 12 so as to result in
    duplication:



 



    (a) Stock Splits, Subdivisions, Reclassifications or
    Combinations.  If the Company 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 Warrant Share Number 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 the holder of a Warrant 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 Warrant Share Number had such
    Warrant been exercised immediately prior to such date. In such
    event, the Exercise Price in effect immediately prior to the
    record date for such dividend or distribution or the effective
    date of such subdivision, combination or reclassification shall
    be adjusted by multiplying such Exercise Price by the quotient
    of (x) the Warrant Share Number immediately prior to such
    adjustment divided by (y) the new Warrant Share Number
    determined pursuant to the immediately preceding sentence.



 



    (b) Other Distributions.  In case
    the Company shall fix a record date for the making of a
    distribution to all holders of shares of its Common Stock of
    securities, evidences of indebtedness, assets, cash, rights or
    warrants (excluding Ordinary Cash Dividends, dividends of its
    Common Stock and other dividends or distributions referred to in
    Section 12(a)), in each such case, the Exercise Price in
    effect prior to such record date shall be reduced immediately
    thereafter to the price determined by multiplying the Exercise
    Price in effect immediately prior to the reduction by the
    quotient of (x) 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 distribution, minus
    the amount of cash
    and/or the
    Fair Market Value of the securities, evidences of indebtedness,
    assets, rights or warrants to be so distributed in respect of
    one share of Common Stock (such






    

    A-7








 







    subtracted amount
    and/or Fair
    Market Value, the “Per Share Fair Market
    Value”) divided by (y) such Market Price on such
    date specified in clause (x); such adjustment shall be made
    successively whenever such a record date is fixed. In such
    event, the Warrant Share Number shall be increased to the number
    obtained by multiplying the Warrant Share Number immediately
    prior to such adjustment by the quotient of (x) the
    Exercise Price in effect immediately prior to the distribution
    giving rise to this adjustment divided by (y) the new
    Exercise Price determined in accordance with the immediately
    preceding sentence. In the case of adjustment for a cash
    dividend that is, or is coincident with, a regular quarterly
    cash dividend, the Per Share Fair Market Value would be reduced
    by the per share amount of the portion of the cash dividend that
    would constitute an Ordinary Cash Dividend. In the event that
    such distribution is not so made, the Exercise Price and the
    Warrant Share Number then in effect shall be readjusted,
    effective as of the date when the Board of Directors determines
    not to distribute such shares, evidences of indebtedness,
    assets, rights, cash or warrants, as the case may be, to the
    Exercise Price and the Warrant Share Number that would then be
    in effect if such record date had not been fixed.



 



    (c) Certain Repurchases of Common
    Stock.  In case the Company effects a Pro Rata
    Repurchase of Common Stock, then the Exercise Price shall be
    reduced to the price determined by multiplying the Exercise
    Price in effect immediately prior to the Effective Date of such
    Pro Rata Repurchase by a fraction of which the numerator shall
    be (i) the product of (x) the number of shares of
    Common Stock outstanding immediately before such Pro Rata
    Repurchase and (y) the Market Price of a share of Common
    Stock on the trading day immediately preceding the first public
    announcement by the Company or any of its Affiliates of the
    intent to effect such Pro Rata Repurchase, minus (ii) the
    aggregate purchase price of the Pro Rata Repurchase, and of
    which the denominator shall be the product of (i) the
    number of shares of Common Stock outstanding immediately prior
    to such Pro Rata Repurchase minus the number of shares of Common
    Stock so repurchased and (ii) the Market Price per share of
    Common Stock on the trading day immediately preceding the first
    public announcement by the Company or any of its Affiliates of
    the intent to effect such Pro Rata Repurchase. In such event,
    the Warrant Share Number shall be increased to the number
    obtained by multiplying the Warrant Share Number immediately
    prior to such adjustment by the quotient of (x) the
    Exercise Price in effect immediately prior to the Pro Rata
    Repurchase giving rise to this adjustment divided by
    (y) the new Exercise Price determined in accordance with
    the immediately preceding sentence. For the avoidance of doubt,
    no increase to the Exercise Price or decrease in the Warrant
    Share Number shall be made pursuant to this Section 12(c).



 



    (d) Business Combinations or Reclassifications of
    Common Stock.  In case of any Business
    Combination or reclassification of Common Stock (other than a
    reclassification of Common Stock referred to in
    Section 12(a)), a Warrantholder’s right to receive
    Shares upon exercise of a Warrant shall be converted into the
    right to exercise such Warrant to acquire the number of shares
    of stock or other securities or property (including cash) which
    the Common Stock issuable (at the time of such Business
    Combination or reclassification) upon exercise of such Warrant
    immediately prior to such Business Combination or
    reclassification would have been entitled to receive upon
    consummation of such Business Combination or reclassification;
    and in any such case, if necessary, the provisions set forth
    herein with respect to the rights and interests thereafter of
    the Warrantholder shall be appropriately adjusted so as to be
    applicable, as nearly as may reasonably be, to such
    Warrantholder’s right to exercise a Warrant in exchange for
    any shares of stock or other securities or property pursuant to
    this paragraph. In determining the kind and amount of stock,
    securities or the property receivable upon exercise of a Warrant
    following the consummation of such Business Combination, if the
    holders of Common Stock have the right to elect the kind or
    amount of consideration receivable upon consummation of such
    Business Combination, then the consideration that a
    Warrantholder shall be entitled to receive upon exercise shall
    be deemed to be the types and amounts of consideration received
    by the majority of all holders of the shares of Common Stock
    that affirmatively make an election (or of all such holders if
    none make an election). For purposes of determining any amount
    to be withheld pursuant to Section 3 from stock, securities
    or the property that would otherwise be delivered to a
    Warrantholder upon exercise of Warrants following any Business
    Combination, the amount of such stock, securities or property to
    be withheld shall have a Market Price equal to the aggregate
    Exercise Price as to which such Warrants are so exercised, based
    on the fair market value of such stock, securities or property
    on the trading day on which such Warrants are exercised and the
    Notice of Exercise is delivered to the Warrant Agent;
    provided, that in the case of any property that is not a
    security, the Market Price of such property shall be deemed to
    be its fair market value as determined in






    

    A-8








 







    good faith by the Board of Directors in reliance on an opinion
    of a nationally recognized independent investment banking firm
    retained by the Company for this purpose; and further
    provided, that if making such determination requires the
    conversion of any currency other than U.S. dollars into
    U.S. dollars, such conversion shall be done in accordance
    with customary procedures based on the rate for conversion of
    such currency into U.S. dollars displayed on the relevant
    page by Bloomberg L.P. (or any successor or replacement service)
    on or by 4:00 p.m., New York City time, on such exercise
    date.



 



    (e) Rounding of Calculations; Minimum
    Adjustments.  All calculations under this
    Section 12 shall be made to the nearest one-tenth (1/10th)
    of a cent or to the nearest one-hundredth (1/100th) of a share,
    as the case may be. Any provision of this Section 12 to the
    contrary notwithstanding, no adjustment in the Exercise Price or
    the Warrant Share Number shall be made if the amount of such
    adjustment would be less than $0.01 or one-tenth (1/10th) of a
    share of Common Stock, but any such amount shall be carried
    forward and an adjustment with respect thereto shall be made at
    the time of and together with any subsequent adjustment which,
    together with such amount and any other amount or amounts so
    carried forward, shall aggregate $0.01 or 1/10th of a share
    of Common Stock, or more, or on exercise of a Warrant if it
    shall earlier occur.



 



    (f) Timing of Issuance of Additional Common Stock
    Upon Certain Adjustments.  In any case in
    which the provisions of this Section 12 shall require that
    an adjustment shall become effective immediately after a record
    date for an event, the Company may defer until the occurrence of
    such event (i) issuing to a Warrantholder of Warrants
    exercised after such record date and before the occurrence of
    such event the additional shares of Common Stock issuable upon
    such exercise by reason of the adjustment required by such event
    over and above the shares of Common Stock issuable upon such
    exercise before giving effect to such adjustment and
    (ii) paying to such Warrantholder any amount of cash in
    lieu of a fractional share of Common Stock; provided,
    that the Company upon request shall deliver to such
    Warrantholder a due bill or other appropriate instrument
    evidencing such Warrantholder’s right to receive such
    additional shares, and such cash, upon the occurrence of the
    event requiring such adjustment.



 



    (g) Other Events.  Neither the
    Exercise Price or the Warrant Share Number shall be adjusted in
    the event of a change in the par value of the Common Stock or a
    change in the jurisdiction of incorporation of the Company.



 



    (h) Statement Regarding
    Adjustments.  Whenever the Exercise Price or
    the Warrant Share Number shall be adjusted as provided in
    Section 12, the Company shall forthwith file at the
    principal office of the Company a statement showing in
    reasonable detail the facts requiring such adjustment and the
    Exercise Price that shall be in effect and the Warrant Share
    Number after such adjustment. The Company shall deliver to the
    Warrant Agent a copy of such statement and shall cause a copy of
    such statement to be sent or communicated to the Warrantholders
    pursuant to Section 19.



 



    (i) Notice of Adjustment Event.  In
    the event that the Company shall propose to take any action of
    the type described in this Section 12 (but only if the
    action of the type described in this Section 12 would
    result in an adjustment in the Exercise Price or the Warrant
    Share Number or a change in the type of securities or property
    to be delivered upon exercise of a Warrant), the Company shall
    deliver to the Warrant Agent a notice and shall cause such
    notice to be sent or communicated to the Warrantholders in the
    manner set forth in Section 19, which notice shall specify
    the record date, if any, with respect to any such action and the
    approximate date on which such action is to take place. Such
    notice shall also set forth the facts with respect thereto as
    shall be reasonably necessary to indicate the effect on the
    Exercise Price and the number, kind or class of shares or other
    securities or property which shall be deliverable upon exercise
    of a Warrant. In the case of any action which would require the
    fixing of a record date, such notice shall be given at least
    10 days prior to the date so fixed, and in case of all
    other action, such notice shall be given at least 15 days
    prior to the taking of such proposed action. Failure to give
    such notice, or any defect therein, shall not affect the
    legality or validity of any such action.



 



    (j) Proceedings Prior to Any Action Requiring
    Adjustment.  As a condition precedent to the
    taking of any action which would require an adjustment pursuant
    to this Section 12, the Company shall take any action which
    may be necessary, including obtaining regulatory, New York Stock
    Exchange, NYSE Amex NASDAQ Stock Market or other applicable
    national securities exchange or stockholder approvals or
    exemptions, in order






    

    A-9








 







    that the Company may thereafter validly and legally issue as
    fully paid and nonassessable all Shares that a Warrantholder is
    entitled to receive upon exercise of a Warrant pursuant to this
    Section 12.



 



    (k) Adjustment Rules.  Any
    adjustments pursuant to this Section 12 shall be made
    successively whenever an event referred to herein shall occur.
    If an adjustment in Exercise Price made hereunder would reduce
    the Exercise Price to an amount below par value of the Common
    Stock, then such adjustment in Exercise Price made hereunder
    shall reduce the Exercise Price to the par value of the Common
    Stock.



 



    13. REDEMPTION.



 



    (a) At any time at which the Market Price of a share of the
    Company’s Common Stock has exceeded 150% of the Exercise
    Price for at least sixty (60) consecutive days, the Company
    may redeem all but not less than all of the outstanding Warrants
    for no consideration by (i) providing public notice of such
    redemption (with prompt written notice thereof to the Warrant
    Agent) and (ii) mailing a written notice of redemption to
    each Warrantholder at its last address as it appears on the
    registry books of the Warrant Agent, in each case, on or after
    the third business day after the day on which such
    60-day
    period ends (the date of such notice, the
    “Redemption Notice Date”). Any notice
    which is mailed in the manner herein provided shall be deemed
    given, whether or not the holder receives the notice. The
    failure to give notice required by this Section 13(a) or
    any defect therein shall not affect the legality or validity of
    the action taken by the Company.



 



    (b) On the thirtieth (30th) day after the
    Redemption Notice Date and without any further action and
    without any notice, the right to exercise the Warrants will
    terminate.



 



    14. NO IMPAIRMENT.  The Company
    will not, by amendment of its Charter or through any
    reorganization, transfer of assets, consolidation, merger,
    dissolution, issue or sale of securities or any other voluntary
    action, avoid or seek to avoid the observance or performance of
    any of the terms to be observed or performed hereunder by the
    Company, but will at all times in good faith assist in the
    carrying out of all the provisions of this Warrant Certificate
    and in taking of all such action as may be necessary or
    appropriate in order to protect the rights of the Warrantholder.



 



    15. GOVERNING LAW.  This Warrant
    Certificate and the Warrants evidenced hereby shall be governed
    by and construed in accordance with the laws of the State of New
    York applicable to contracts made and to be performed entirely
    within such State.



 



    16. BINDING EFFECT; COUNTERSIGNATURE BY WARRANT
    AGENT.  This Warrant Certificate shall be
    binding upon any successors or assigns of the Company. This
    Warrant Certificate shall not be valid until an authorized
    signatory of the Warrant Agent (as defined below) or its agent
    as provided in the Warrant Agreement (as defined below)
    countersigns this Warrant Certificate. Such signature shall be
    solely for the purpose of authenticating this Warrant
    Certificate and shall be conclusive evidence that this Warrant
    Certificate has been countersigned under the Warrant Agreement.



 



    17. WARRANT AGREEMENT;
    AMENDMENTS.  This Warrant Certificate is
    issued under and in accordance with a Warrant Agreement dated as
    of
    [          ],
    2010 (the “Warrant Agreement”), between the
    Company and Illinois Stock Transfer Company (the
    “Warrant Agent,” which term includes any
    successor Warrant Agent under the Warrant Agreement), and is
    subject to the terms and provisions contained in the Warrant
    Agreement, to all of which terms and provisions the beneficial
    owners of the Warrants and the Warrantholders consent by
    acceptance hereof. The Warrant Agreement is hereby incorporated
    herein by reference and made a part hereof. Reference is hereby
    made to the Warrant Agreement for a statement of the respective
    rights, limitations of rights, duties and obligations of the
    Company, the Warrant Agent and the Warrantholders and beneficial
    owners of the Warrants. A copy of the Warrant Agreement may be
    obtained for inspection by the Warrantholders or beneficial
    owners of the Warrants upon request to the Warrant Agent at the
    address of the Warrant Agent (or successor warrant agent) set
    forth in the Warrant Agreement. The Warrant Agreement and this
    Warrant Certificate may be amended and the observance of any
    term of the Warrant Agreement or this Warrant Certificate may be
    waived only to the extent provided in the Warrant Agreement.



 



    18. PROHIBITED ACTIONS.



 



    The Company agrees that it will not take any action which would
    entitle the Warrantholder to an adjustment of the Exercise Price
    if the total number of shares of Common Stock issuable after
    such action upon exercise of the






    

    A-10








 







    Warrants evidenced by this Warrant Certificate, together with
    all shares of Common Stock then outstanding and all shares of
    Common Stock then issuable upon the exercise of all outstanding
    options, warrants, conversion and other rights, would exceed the
    total number of shares of Common Stock then authorized by its
    Charter.



 



    19. NOTICES.  Unless this Warrant
    Certificate is a Global Warrant, any notice or communication
    mailed to the Warrantholder shall be mailed to the Warrantholder
    at the Warrantholder’s address as it appears in the
    Registry and shall be sufficiently given if so mailed within the
    time prescribed. Any notice to holders of a beneficial interest
    in a Global Warrant shall be distributed through the Depositary
    in accordance with the procedures of the Depositary.
    Communications to such holders shall be deemed to be effective
    at the time of dispatch to the Depositary.



 




    [Remainder
    of page intentionally left blank]





    

    A-11








 







    IN WITNESS WHEREOF, the Company has caused this Warrant
    Certificate to be duly executed by a duly authorized officer.
    This Warrant Certificate shall not be valid or obligatory for
    any purpose until it shall have been countersigned by the
    Warrant Agent.



 



    Dated:          



 



    MERCANTILE BANCORP, INC.



 


			
	 	    By: 
	
        









    Name:     




    Title:



 



    Countersigned:




 



    ILLINOIS STOCK TRANSFER COMPANY




 



    as Warrant Agent



 


			
	 	    By: 
	
        









    Authorized Signatory





    

    A-12








 








    Schedule A
    to Global Warrant



 



    The initial number of Warrants represented by the Global Warrant
    is
    [          ].



 



    The following decreases in the number of Warrants represented by
    this Global Warrant have been made as a result of the exercise
    of certain Warrants represented by this Global Warrant:



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
    Total Number of

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    Number of

    
	
 
	
 
	
    Warrants Represented

    
	
 
	
 
	
 
	
 

	
    Date of Exercise of

    
	
 
	
    Warrants

    
	
 
	
 
	
    Hereby Following Such

    
	
 
	
 
	
    Notation Made by

    
	
 

	

    Warrants


	
 
	
    Exercised
	
 
	
 
	
    Exercise
	
 
	
 
	
    Warrant Agent
	
 

	 











    

    A-13








 








    Form of
    Notice of Exercise



 



    (to be executed only upon exercise of Warrants)



 



    Date:          



 



    TO: Mercantile Bancorp, Inc.  (the
    “Company”)



 



    RE: Election to Purchase Common Stock



 



    The undersigned registered holder
    of          
    Warrants irrevocably elects to exercise the number of Warrants
    set forth
    below          represented
    by the Global Warrant (or, in the case of a Definitive Warrant,
    the Warrant Certificate enclosed herewith), and surrenders all
    right, title and interest in the number of Warrants exercised
    hereby to the Company, and directs that the shares of Common
    Stock or other securities or property delivered upon exercise of
    such Warrants, and any interests in the Global Warrant or
    Definitive Warrant representing unexercised Warrants, be
    registered or placed in the name and at the address specified
    below and delivered thereto.



 



    Number of
    Warrants          



 



    Holder:



 


			
	    By: 
	
        

	 






 


			
	    Name: 
	
    

	 



 



    Title:
    ­
    ­



 








    Signature guaranteed by (if a guarantee is required):





    

    A-14








 







    Securities
    and/or check
    to be issued to:



 



    If in book-entry form through the Depositary:



 


			
	 	    Depositary Account Number: 
	
    





 


			
	 	    Name of Agent Member: 
	
    





 



    If in definitive form:



 


			
	 	    Social Security Number or Other Identifying Number: 
	
    





 


			
	 	    Name: 
	
    





 


			
	 	    Street Address: 
	
    





 


			
	 	    City, State and Zip Code: 
	
    





 



    Any unexercised Warrants evidenced by the exercising
    Warrantholder’s interest in the Global Warrant or
    Definitive Warrant, as the case may be, to be issued to:



 



    If in book-entry form through the Depositary:



 


			
	 	    Depositary Account Number: 
	
    





 


			
	 	    Name of Agent Member: 
	
    





 



    If in definitive form:



 


			
	 	    Social Security Number or Other Identifying Number: 
	
    





 


			
	 	    Name: 
	
    





 


			
	 	    Street Address: 
	
    





 


			
	 	    City, State and Zip Code: 
	
    







    

    A-15








 








    Form of
    Assignment



 



    For value received, the undersigned registered Warrantholder of
    the within Warrant Certificate hereby sells, assigns and
    transfers unto the Assignee(s) named below (including the
    undersigned with respect to any Warrants constituting a part of
    the Warrants evidenced by the within Warrant Certificate not
    being assigned hereby) all of the right, title and interest of
    the undersigned under the within Warrant Certificate with
    respect to the number of Warrants set forth below.



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Social Security

    
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Number or other

    
	
 

	

    Name of Assignees


	
 
	
    Address
	
 
	
 
	
    Number of Warrants
	
 
	
 
	
    Identifying Number
	
 

	 









 



    and does irrevocably constitute and
    appoint          ,
    the undersigned’s attorney, to make such transfer on the
    books of the Company maintained for the purpose, with full power
    of substitution in the premises.



 



    Dated:          



 


			
	    Holder: 
	
    

	 



 


			
	    By: 
	
    

	 



 


			
	    Name: 
	
    

	 



 


			
	    Title: 
	
    

	 



 





    Signature guaranteed by (if a guarantee is required):





    

    A-16