exv4w2






EXHIBIT 4.2



NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS.
THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF
COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
REQUIRED.



Date: March 16, 2010




COMMON STOCK WARRANT




OF



PVF CAPITAL CORP.



INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO


THIS CERTIFIES THAT, for value received,                                          (the “Investor”) is entitled to
subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock
of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the
terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the
Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may
hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to
time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date
set forth above.



This Warrant is issued in connection with the Exchange Agreement, dated October 9, 2009, executed
by and between the Investor and the Company (the “Exchange Agreement”).





	 	1.	 	TERM. Subject to the terms hereof, the purchase right represented by this
Warrant is exercisable, in whole, at any time from and after the Grant Date and at or
prior to 11:59 p.m. Eastern Standard Time on the date five (5) years following the Grant
Date (the “Expiration Date”). The number of Shares, type of security and Exercise Price
(as that term is defined in Section 2 hereof) are subject to adjustment as provided
herein, and all references to “Exercise Price” herein shall be deemed to include any such
adjustment or series of adjustments. Terms used




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	 	 	 	herein and not otherwise defined shall have the meaning as set forth in the Exchange
Agreement.






	 	2.	 	NUMBER OF SHARES AND EXERCISE PRICE. Subject to the terms and conditions
hereinafter set forth, the Investor is entitled, upon surrender of this Warrant prior to
the Expiration Date, to purchase from the Company,                      shares of Common Stock. The
purchase price for the shares of the Common Stock purchased pursuant to this Warrant shall
be equal to the lesser of (i) $4.00 per share, (ii) $2.14 per share, (iii) in the event
that the Company consummates a public offering other than pursuant to an employee benefit
plan of the Company, including an offering registered with the Securities and Exchange
Commission notwithstanding that such registered offering might be deemed a private
offering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the price per share for
shares of Common Stock in any such Public Offering, or (iv) in the event that the Company
consummates a private placement of shares of Common Stock in exchange exclusively for cash
consideration pursuant to Regulation D, the Regulation D private placement offering price
per share for shares of Common Stock in any such private placement (“Exercise Price”)
	 
	 	3.	 	METHOD OF EXERCISE. The purchase right represented by this Warrant may be
exercised by the Investor, in whole or in part and from time to time, by the surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company accompanied by payment to the Company, by
certified check, or wire transfer payable to the Company, in an amount equal to the then
applicable Exercise Price per share multiplied by the number of Shares then being
purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to
receive from the Company a stock certificate representing the number of Shares so
purchased which shall be delivered to the Investor as soon as possible and in any event
within thirty (30) days of receipt of such notice, surrendered Warrant and proper payment,
and a new warrant in substantially identical form and dated as of such date of exercise
shall be issued to the Investor for the purchase of that number of Shares equal to the
difference, if any, between the number of Shares subject to this Warrant and the number of
Shares as to which this Warrant is so exercised. The Investor shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been
issued) immediately prior to the close of business on the date or dates upon which this
Warrant is exercised.
	 
	 	4.	 	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be fully paid
and non assessable, and free from all taxes, liens and charges with respect to the issue
thereof. During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, subject to shareholder approval,
if required by applicable law, and reserved for the purpose of issuance upon exercise of
the purchase rights




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	 	 	 	evidenced by this Warrant, a sufficient number of Shares to provide for the exercise of the
right represented by this Warrant.






	 	5.	 	ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events, as follows:






	 	a.	 	Reclassification or Merger. If at any time while this
Warrant remains outstanding and unexpired, in case of any reclassification, change
or conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), or in
case of any merger of the Company with or into another corporation (other than a
merger with another corporation in which the Company is a continuing corporation
and which does not result in any reclassification or change of outstanding
securities issuable upon exercise of this Warrant), or in case of any sale of all
or substantially all of the assets of the Company, the Company, or such successor
or purchasing corporation, as the case may be, shall execute a new Warrant (in
form and substance reasonably satisfactory to the Investor) providing that the
Investor shall have the right to exercise such new Warrant and upon such exercise
to receive, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of one share of Common Stock. Such new Warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Paragraph 5. The provisions of this subparagraph
(a) shall similarly apply to successive reclassification, changes, mergers and
transfers.
	 
	 	b.	 	Subdivisions or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the number of Shares issuable upon exercise hereof,
shall be proportionally adjusted and the Exchange Price shall be adjusted so that
the aggregate exercise price of this Warrant shall at all time remains equal.
	 
	 	c.	 	Common Stock Dividends. If the Company at any time while
this Warrant is outstanding and unexpired shall pay a dividend payable in shares
of Common Stock (except any distribution specifically provided for in the
foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted,
from and after the date of determination of shareholders entitled to receive such
dividend or distribution, to that price determined by multiplying the Exercise
Price in effect immediately prior to such date of determination by a fraction (i)
the numerator of which shall be the total




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	 	 	 	number of shares of Common Stock outstanding immediately prior to such dividend or
distribution, and (ii) the denominator of which shall be the total number of shares
of Common Stock outstanding immediately after such dividend or distribution and the
number of Shares subject to this Warrant shall be proportionately adjusted.






	 	d.	 	No Impairment. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
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 Paragraph 5 and in the taking of all such action as maybe
necessary or appropriate in order to protect the rights of the Investor against
impairment.






	 	6.	 	NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted
pursuant to the provisions hereof, the Company shall within thirty (30) days of such
adjustment deliver a certificate signed by its chief financial officer to the Investor
setting forth, in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise Price
after giving effect to such adjustment.
	 
	 	7.	 	FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional Shares the Company
shall make a cash payment equal to the excess of the average daily closing price of the
Company’s common stock for the twenty (20) business days prior to the exercise date for
such fractional shares above the Warrant Price for such fractional share.
	 
	 	8.	 	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor
provided that the Investor in connection with such transfer delivers to the Company an
opinion of counsel, in form and substance satisfactory to the Company, that registration
is not required under the Securities Act of 1933, as amended, or any applicable state
securities laws.
	 
	 	9.	 	RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of Common Stock, or any
other securities of the Company which may at any time be issuable on the exercise hereof
for any purpose, nor shall anything contained herein be construed to confer upon the
Investor, any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to receive notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.




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	 	10.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and
delivered on the basis of the following:






	 	a.	 	This Warrant has been duly authorized and executed by the Company
and when delivered will be the valid and binding obligation of the Company
enforceable in accordance with its terms;
	 
	 	b.	 	The Shares have been duly authorized by the Company and when issued
in accordance with the terms hereof, will be validly issued, fully paid and
nonassessable;
	 
	 	c.	 	The rights, preferences, privileges and restrictions granted to or
imposed upon the Shares and the Investor are as set forth in the Company’s
Articles of Incorporation, as amended;
	 
	 	d.	 	The execution and delivery of this Warrant are not, and the
issuance of the Shares upon exercise of this Warrant in accordance with the terms
hereof will not be, inconsistent with the Company’s Articles of Incorporation or
by-laws, do not and will not contravene any law, governmental rule or regulation,
judgment or order applicable to the Company, and do not and will not contravene
any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice to, the
registration with or the taking of any action in respect of or by, any federal
state or local government authority or agency or other person.






	 	11.	 	MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.
	 
	 	12.	 	NOTICES. All notices, demands or requests provided for or permitted to be
given pursuant to this Agreement must be in writing and shall be delivered or sent, with
the copies indicated, by personal delivery, telecopy (with confirmation and additional
copy sent by overnight delivery service) or overnight delivery service (by a reputable
international carrier) to the parties as follows (or at such other address as a party may
specify by notice given pursuant to this Section);





	 	 	 	 	 	 	 

	 

	 	To Investor:	 	 	 	 
	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Fax:
	 	 
	 

	 	 	 	Email:	 	 






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	 	With a Copy to:
	 	Krugliak, Wilkins, Griffiths & Dougherty
	 

	 	 	 	Co., L.P.A.
	 

	 	 	 	4775 Munson Street, NW
	 

	 	 	 	Canton, Ohio 44735-6963
	 

	 	 	 	Attn: Randall C. Hunt
	 

	 	 	 	Fax: (330) 497-4020
	 

	 	 	 	Email: rhunt@kwgd.com
	 
	 	 	 	 
	 

	 	To Company:
	 	PVF CAPITAL CORP.
	 

	 	 	 	30000 Aurora Road
	 

	 	 	 	Solon, Ohio 44139
	 

	 	 	 	Attn: Chief Executive Officer
	 

	 	 	 	Fax: (440) 914-3916
	 
	 	 	 	 
	 

	 	          With a copy to:
	 	Kilpatrick Stockton LLP
	 

	 	 	 	607 14th Street, NW
	 

	 	 	 	Suite 900
	 

	 	 	 	Washington, DC 20005
	 

	 	 	 	Attn: Joel E. Rappoport
	 

	 	 	 	Fax: (202) 508-5858
	 

	 	 	 	Email: jrappoport@kilpatrickstockton.com







	 	 	All notices shall be deemed given and received one business day after their delivery to the
addresses for the respective party(ies), with the copies indicated, as provided in this
Section 12.






	 	13.	 	BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall
be binding upon the Company and its respective successors and assigns and the Investor.
All of the obligations of the parties relating to the Common Stock issuable upon the
exercise of this Warrant shall survive the exercise and termination of this Warrant and
all of the covenants and agreements of each party relating thereto shall inure to the
benefit of the successors and assigns of the other. The Company will, at the time of the
exercise of this Warrant, in whole or in part, upon request of the Investor but at the
Company’s expense, acknowledge in writing its continuing obligation to the Investor in
respect of any rights (including, without limitation, any right to registration of the
            shares of Registrable Securities) to which the Investor shall continue to be entitled
after such exercise in accordance with this Warrant; provided, that the failure of the
Investor to make any such request shall not affect the continuing obligation of the
Company to the Investor in respect of such rights.
	 
	 	14.	 	LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor
that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant or any stock certificate




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	 	 	 	and, in the case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant or stock certificate, the Company will make and
deliver a new Warrant or stock certificate, or like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant or stock certificate.






	 	15.	 	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of this
Warrant.
	 
	 	16.	 	GOVERNING LAW. This Agreement and the interpretation of its terms shall be
governed by the laws of the State of Ohio, without application of conflicts of law
principles.
	 
	 	17.	 	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this
Warrant are confidential. Neither party shall make any public disclosure concerning the
terms and conditions of this Warrant without the prior written consent of the other party,
except as required by the rules and regulations of the Securities and Exchange Commission,
the Nasdaq Stock Market, Inc. or any other applicable stock exchanges.
	 
	 	18.	 	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the
Company and Investor shall pay their respective attorneys’ fees and expenses for the
negotiation and preparation of this Warrant and the other agreements contemplated by this
Warrant.
	 
	 	19.	 	COUNTERPARTS. This Agreement may be executed and delivered in two or more
counterparts, each of which shall be deemed to be an original and all of which, taken
together, shall be deemed to be one agreement.





[Remainder of Page Intentionally Left Blank]






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	 	 	 	The Company has executed this Warrant as of the date set forth above.





	 	 	 	 	 
	 	PVF CAPITAL CORP.,

An Ohio corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Stuart D. Neidus 	 
	 	 	Title:  	Director and Chairman of the Special Committee 	 



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EXHIBIT A

NOTICE OF EXERCISE




To: PVF CAPITAL CORP.

30000 Aurora Road

Solon, Ohio 44139

Attn:





	 	1.	 	The undersigned hereby elects to purchase                      Shares of Common Stock of PVF
CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment
of the purchase price of such Shares in full.
	 
	 	2.	 	Please issue a certificate or certificates representing said Shares in the name of the
undersigned or in such other name or names as are specified below:





	 	 	 	 	 

	Name:

	 	 	 	 
	 

	 	 	 	 
	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 
	 	 	 	 
	 

	 	 	 	 






	 	3.	 	The undersigned represents that the aforesaid Shares being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with,
the distribution thereof and that the undersigned has no present intention of distributing
or reselling such Shares.





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 




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