ex10_1.htm


    
      

    

    Exhibit
10.1

    


    UNITED
STATES DEPARTMENT OF THE TREASURY

    1500
PENNSYLVANIA AVENUE, NW

    WASHINGTON,
D.C. 20220

    


    Dear
Ladies and Gentlemen:

    


    


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

    


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supplemented or superseded by the terms set forth herein or in the Schedules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

    


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

    


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

    


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

    


    


    * *
*

    


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

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                UNITED
      STATES DEPARTMENT OF THE TREASURY

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                 /s/ Neel Kahkari

                              	 
      
	 
      	 
      	
                                Name:

                              	 
      	 
      
	 
      	 
      	
                                Title:

                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                COMPANY:
      COMMUNITY WEST BANCSHARES

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                 /s/  Lynda J.
      Nahra

                              	 
      
	 
      	 
      	
                                Name:

                              	
                                 Lynda
      J. Nahra

                              	 
      
	 
      	 
      	
                                Title:

                              	
                                 President
      and Chief Executive Officer

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    


    Date:  December 19,
2008

    


    
      
        
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    EXHIBIT
A


    


    
      

      

    

     

    SECURITIES
PURCHASE AGREEMENT

    


    STANDARD
TERMS

     

     

    
      

      

    

    
      
        
          UST
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    TABLE
OF CONTENTS

    
      
        
          
            	 
      	 
      	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Article
      I

                  
	
                    Purchase;
      Closing

                  
	 
      	 
      	 
      	 
      	 
      
	
                    1.1

                  	 
      	
                    Purchase

                  	 
      	
                    2

                  
	
                    1.2

                  	 
      	
                    Closing

                  	 
      	
                    2

                  
	
                    1.3

                  	 
      	
                    Interpretation

                  	 
      	
                    3

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Article
      II

                  
	
                    Representations
      and Warranties

                  
	 
      	 
      	 
      	 
      	 
      
	
                    2.1

                  	 
      	
                    Disclosure

                  	 
      	
                    4

                  
	
                    2.2

                  	 
      	
                    Representations
      and Warranties of the Company

                  	 
      	
                    5

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Article
      III

                  
	
                    Covenants

                  
	 
      	 
      	 
      	 
      	 
      
	
                    3.1

                  	 
      	
                    Commercially
      Reasonably Efforts

                  	 
      	
                    13

                  
	
                    3.2

                  	 
      	
                    Expenses

                  	 
      	
                    14

                  
	
                    3.3

                  	 
      	
                    Sufficiency
      of Authorized Common Stock; Exchange Listing

                  	 
      	
                    14

                  
	
                    3.4

                  	 
      	
                    Certain
      Notifications until Closing

                  	 
      	
                    15

                  
	
                    3.5

                  	 
      	
                    Access,
      Information and Confidentiality

                  	 
      	
                    15

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Article
      IV

                  
	
                    Additional
      Agreements

                  
	 
      	 
      	 
      	 
      	 
      
	
                    4.1

                  	 
      	
                    Purchase
      for Investment

                  	 
      	
                    16

                  
	
                    4.2

                  	 
      	
                    Legends

                  	 
      	
                    16

                  
	
                    4.3

                  	 
      	
                    Certain
      Transactions

                  	 
      	
                    18

                  
	
                    4.4

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

                  	 
      	
                     
      18

                  
	
                    4.5

                  	 
      	
                    Registration
      Rights

                  	 
      	
                    19

                  
	
                    4.6

                  	 
      	
                    Voting
      of Warrant Shares

                  	 
      	
                    30

                  
	
                    4.7

                  	 
      	
                    Depositary
      Shares

                  	 
      	
                    31

                  
	
                    4.8

                  	 
      	
                    Restriction
      on Dividends and Repurchases

                  	 
      	
                    31

                  
	
                    4.9

                  	 
      	
                    Repurchase
      of Investor Securities

                  	 
      	
                    32

                  
	
                    4.10

                  	 
      	
                    Executive
      Compensation

                  	 
      	
                    33

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Article
      V

                  
	
                    Miscellaneous

                  
	 
      	 
      	 
      	 
      	 
      
	
                    5.1

                  	 
      	
                    Termination

                  	 
      	
                    34

                  
	
                    5.2

                  	 
      	
                    Survival
      of Representations and Warranties

                  	 
      	
                    34

                  
	
                    5.3

                  	 
      	
                    Amendment

                  	 
      	
                    34

                  


          

        

      

       

      
        
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                    5.4

                  	 
      	
                    Waiver
      of Conditions

                  	 
      	
                    34

                  
	
                    5.5

                  	 
      	
                    Governing
      Law; Submission to Jurisdiction, Etc.

                  	 
      	
                    35

                  
	
                    5.6

                  	 
      	
                    Notices

                  	 
      	
                    35

                  
	
                    5.7

                  	 
      	
                    Definitions

                  	 
      	
                    35

                  
	
                    5.8

                  	 
      	
                    Assignment

                  	 
      	
                    36

                  
	
                    5.9

                  	 
      	
                    Severability

                  	 
      	
                    36

                  
	
                    5.10

                  	 
      	
                    No
      third Party Beneficiaries

                  	 
      	
                    36

                  


          

        

      

      

        
          
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            ii

            
              

            

          

          
             


          

        

      

       

    

    LIST OF
ANNEXES

     

    
      
        
          	 
      	 
      	 
      
	
                  ANNEX A:

                	
                    

                	
                  FORM
      OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

                
	 
      	 
      
	
                  ANNEX
      B:

                	
                    

                	
                  FORM
      OF WAIVER

                
	 
      	 
      
	
                  ANNEX
      C:

                	
                    

                	
                  FORM
      OF OPINION

                
	 
      	 
      
	
                  ANNEX
      D:

                	
                    

                	
                  FORM
      OF WARRANT

                


        

      

    

    


    
      
        
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    INDEX
OF DEFINED TERMS

     

    
      
        
          
            	
                    
                      Term

                    

                  	
                      

                  	
                    Location
      of

                     Definition

                  
	
                    Affiliate

                  	
                      

                  	
                    5.7(b)

                  
	
                    Agreement

                  	
                      

                  	
                    Recitals

                  
	
                    Appraisal
      Procedure

                  	
                      

                  	
                    4.9(c)(i)

                  
	
                    Appropriate
      Federal Banking Agency

                  	
                      

                  	
                    2.2(s)

                  
	
                    Bankruptcy
      Exceptions

                  	
                      

                  	
                    2.2(d)

                  
	
                    Benefit
      Plans

                  	
                      

                  	
                    1.2(d)(iv)

                  
	
                    Board
      of Directors

                  	
                      

                  	
                    2.2(f)

                  
	
                    Business
      Combination

                  	
                      

                  	
                    4.4

                  
	
                    business
      day

                  	
                      

                  	
                    1.3

                  
	
                    Capitalization
      Date

                  	
                      

                  	
                    2.2(b)

                  
	
                    Certificate
      of Designations

                  	
                      

                  	
                    1.2(d)(iii)

                  
	
                    Charter

                  	
                      

                  	
                    1.2(d)(iii)

                  
	
                    Closing

                  	
                      

                  	
                    1.2(a)

                  
	
                    Closing
      Date

                  	
                      

                  	
                    1.2(a)

                  
	
                    Code

                  	
                      

                  	
                    2.2(n)

                  
	
                    Common
      Stock

                  	
                      

                  	
                    Recitals

                  
	
                    Company

                  	
                      

                  	
                    Recitals

                  
	
                    Company
      Financial Statements

                  	
                      

                  	
                    2.2(h)

                  
	
                    Company
      Material Adverse Effect

                  	
                      

                  	
                    2.1(a)

                  
	
                    Company
      Reports

                  	
                      

                  	
                    2.2(i)(i)

                  
	
                    Company
      Subsidiary; Company Subsidiaries

                  	
                      

                  	
                    2.2(i)(i)

                  
	
                    control;
      controlled by; under common control with

                  	
                      

                  	
                    5.7(b)

                  
	
                    Controlled
      Group

                  	
                      

                  	
                    2.2(n)

                  
	
                    CPP

                  	
                      

                  	
                    Recitals

                  
	
                    EESA

                  	
                      

                  	
                    1.2(d)(iv)

                  
	
                    ERISA

                  	
                      

                  	
                    2.2(n)

                  
	
                    Exchange
      Act

                  	
                      

                  	
                    2.1(b)

                  
	
                    Fair
      Market Value

                  	
                      

                  	
                    4.9(c)(ii)

                  
	
                    GAAP

                  	
                      

                  	
                    2.1(a)

                  
	
                    Governmental
      Entities

                  	
                      

                  	
                    1.2(c)

                  
	
                    Holder

                  	
                      

                  	
                    4.5(k)(i)

                  
	
                    Holders’
      Counsel

                  	
                      

                  	
                    4.5(k)(ii)

                  


          

        

      

    

    


    
      
        
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                      Term

                    

                  	
                      

                  	
                    Location
      of

                     Definition

                  
	
                    Indemnitee

                  	
                      

                  	
                    4.5(g)(i)

                  
	
                    Information

                  	
                      

                  	
                    3.5(b)

                  
	
                    Initial
      Warrant Shares

                  	
                      

                  	
                    Recitals

                  
	
                    Investor

                  	
                      

                  	
                    Recitals

                  
	
                    Junior
      Stock

                  	
                      

                  	
                    4.8(c)

                  
	
                    knowledge
      of the Company; Company’s knowledge

                  	
                      

                  	
                    5.7(c)

                  
	
                    Last
      Fiscal Year

                  	
                      

                  	
                    2.1(b)

                  
	
                    Letter
      Agreement

                  	
                      

                  	
                    Recitals

                  
	
                    officers

                  	
                      

                  	
                    5.7(c)

                  
	
                    Parity
      Stock

                  	
                      

                  	
                    4.8(c)

                  
	
                    Pending
      Underwritten Offering

                  	
                      

                  	
                    4.5(l)

                  
	
                    Permitted
      Repurchases

                  	
                      

                  	
                    4.8(a)(ii)

                  
	
                    Piggyback
      Registration

                  	
                      

                  	
                    4.5(a)(iv)

                  
	
                    Plan

                  	
                      

                  	
                    2.2(n)

                  
	
                    Preferred
      Shares

                  	
                      

                  	
                    Recitals

                  
	
                    Preferred
      Stock

                  	
                      

                  	
                    Recitals

                  
	
                    Previously
      Disclosed

                  	
                      

                  	
                    2.1(b)

                  
	
                    Proprietary
      Rights

                  	
                      

                  	
                    2.2(u)

                  
	
                    Purchase

                  	
                      

                  	
                    Recitals

                  
	
                    Purchase
      Price

                  	
                      

                  	
                    1.1

                  
	
                    Purchased
      Securities

                  	
                      

                  	
                    Recitals

                  
	
                    Qualified
      Equity Offering

                  	
                      

                  	
                    4.4

                  
	
                    register;
      registered; registration

                  	
                      

                  	
                    4.5(k)(iii)

                  
	
                    Registrable
      Securities

                  	
                      

                  	
                    4.5(k)(iv)

                  
	
                    Registration
      Expenses

                  	
                      

                  	
                    4.5(k)(v)

                  
	
                    Regulatory
      Agreement

                  	
                      

                  	
                    2.2(s)

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

                  	
                      

                  	
                    4.5(k)(vi)

                  
	
                    Schedules

                  	
                      

                  	
                    Recitals

                  
	
                    SEC

                  	
                      

                  	
                    2.1(b)

                  
	
                    Securities
      Act

                  	
                      

                  	
                    2.2(a)

                  
	
                    Selling
      Expenses

                  	
                      

                  	
                    4.5(k)(vii)

                  
	
                    Senior
      Executive Officers

                  	
                      

                  	
                    4.10

                  
	
                    Share
      Dilution Amount

                  	
                      

                  	
                    4.8(a)(ii)

                  
	
                    Shelf
      Registration Statement

                  	
                      

                  	
                    4.5(a)(ii)

                  


          

        

      

    

    


    
      
        
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                        Term

                      

                    	
                        

                    	
                      Location
      of

                       Definition

                    
	
                      Signing
      Date

                    	
                        

                    	
                      2.1(a)

                    
	
                      Special
      Registration

                    	
                        

                    	
                      4.5(i)

                    
	
                      Stockholder
      Proposals

                    	
                        

                    	
                      3.1(b)

                    
	
                      subsidiary

                    	
                        

                    	
                      5.8(a)

                    
	
                      Tax;
      Taxes

                    	
                        

                    	
                      2.2(o)

                    
	
                      Transfer

                    	
                        

                    	
                      4.4

                    
	
                      Warrant

                    	
                        

                    	
                      Recitals

                    
	
                      Warrant
      Shares

                    	
                        

                    	
                      2.2(d)

                    


            

          

        

      

    

    


    
      
        
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    SECURITIES
PURCHASE AGREEMENT – STANDARD TERMS

    


    Recitals

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
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    ARTICLE
I.

    PURCHASE;
CLOSING

    


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

    


    1.2
Closing.

    


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

    


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

    


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

    


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

    


    (i) (A)
the representations and warranties of the Company set forth in (x) Section
2.2(g) of this Agreement shall be true and correct in all respects as though
made on and as of the Closing Date, (y) Sections 2.2(a) through
(f) shall be true and correct in all material respects as though made on
and as of the Closing Date (other than representations and warranties that by
their terms speak as of another date, which representations and warranties shall
be true and correct in all material respects as of such other date) and
(z) Sections 2.2(h) through (v) (disregarding all qualifications or
limitations set forth in such representations and warranties as to
"materiality", "Company Material Adverse Effect" and words of similar import)
shall be true and correct as though made on and as of the Closing Date (other
than representations and warranties that by their terms speak as of another
date, which representations and warranties shall be true and correct as of such
other date), except to the extent that the failure of such representations and
warranties referred to in this Section 1 .2(d)(i)(A)(z) to be so true and
correct, individually or in the aggregate, does not have and would not
reasonably be expected to have a Company Material Adverse Effect and
(B) the Company shall have performed in all material respects all
obligations required to be performed by it under this Agreement at or prior to
the Closing;

    


    
      
        
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    (ii) the
Investor shall have received a certificate signed on behalf of the Company by a
senior executive officer certifying to the effect that the conditions set forth
in Section 1 .2(d)(i) have been satisfied;

    


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

    


    (iv) (A)
the Company shall have effected such changes to its compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, "Benefit Plans")  with respect to
its Senior Executive Officers (and to the extent necessary for such changes to
be legally enforceable, each of its Senior Executive Officers shall have duly
consented in writing to such changes), as may be necessary, during the period
that the Investor owns any debt or equity securities of the Company acquired
pursuant to this Agreement or the Warrant, in order to comply with
Section 111(b) of the Emergency Economic Stabilization Act of 2008  ("EESA")  as implemented
by guidance or regulation thereunder that has been issued and is in effect as of
the Closing Date, and (B) the Investor shall have received a certificate
signed on behalf of the Company by a senior executive officer certifying to the
effect that the condition set forth in Section 1 .2(d)(iv)(A) has been
satisfied;

    


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

    


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

     

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

    


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

    


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

    


    ARTICLE
II.

    REPRESENTATIONS
AND WARRANTIES

    


    2.1
Disclosure.

    


    (a)
"Company Material Adverse
Effect" means a material adverse effect on (i) the business, results
of operation or financial condition of the Company and its consolidated
subsidiaries taken as a whole;  provided,
however,  that Company Material Adverse Effect shall not be
deemed to include the effects of (A) changes after the date of the Letter
Agreement (the "Signing
Date")  in general
business, economic or market conditions (including changes generally in
prevailing interest rates, credit availability and liquidity, currency exchange
rates and price levels or trading volumes in the United States or foreign
securities or credit markets), or any outbreak or escalation of hostilities,
declared or undeclared acts of war or terrorism, in each case generally
affecting the industries in which the Company and its subsidiaries operate,
(B) changes or proposed changes after the Signing Date in generally
accepted accounting principles in the United States ("GAAP") or regulatory
accounting requirements, or authoritative interpretations thereof,
(C) changes or proposed changes after the Signing Date in securities,
banking and other laws of general applicability or related policies or
interpretations of Governmental Entities (in the case of each of these clauses
(A), (B) and (C), other than changes or occurrences to the extent that such
changes or occurrences have or would reasonably be expected to have a materially
disproportionate adverse effect on the Company and its consolidated subsidiaries
taken as a whole relative to comparable U.S. banking or financial services
organizations), or (D) changes in the market price or trading volume of the
Common Stock or any other equity, equity-related or debt securities of the
Company or its consolidated subsidiaries (it being understood and agreed that
the exception set forth in this clause (D) does not apply to the underlying
reason giving rise to or contributing to any such change); or (ii) the
ability of the Company to consummate the Purchase and the other transactions
contemplated by this Agreement and the Warrant and perform its obligations
hereunder or thereunder on a timely basis.

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          4

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (b) Capitalization. The
authorized capital stock of the Company, and the outstanding capital stock of
the Company (including securities convertible into, or exercisable or
exchangeable for, capital stock of the Company) as of the most recent fiscal
month-end preceding the Signing Date (the "Capitalization Date")  is set forth
on  Schedule
B . The outstanding shares of capital stock of the Company have been duly
authorized and are validly issued and outstanding, fully paid and nonassessable,
and subject to no preemptive rights (and were not issued in violation of any
preemptive rights). Except as provided in the Warrant, as of the
Signing Date, the Company does not have outstanding any securities or other
obligations providing the holder the right to acquire Common Stock that is not
reserved for issuance as specified on  Schedule
B , and the Company has not made any other commitment to authorize, issue
or sell any Common Stock. Since the Capitalization Date, the Company has not
issued any shares of Common Stock, other than (i) shares issued upon the
exercise of stock options or delivered under other equity-based awards or other
convertible securities or warrants which were issued and outstanding on the
Capitalization Date and disclosed on  Schedule
B and (ii) shares disclosed on Schedule
B.

    


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

    


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

    


    (e) Authorization,
Enforceability.

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          6

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    (g) No Company Material Adverse
Effect. Since the last day of the last completed fiscal period for which
the Company has filed a Quarterly Report on Form 10-Q or an Annual Report on
Form 10-KSB with the SEC prior to the Signing Date, no fact, circumstance,
event, change, occurrence, condition or development has occurred that,
individually or in the aggregate, has had or would reasonably be expected to
have a Company Material Adverse Effect.

    


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

    


    (i)
Reports.

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (ii) The
records, systems, controls, data and information of the Company and the Company
Subsidiaries are recorded, stored, maintained and operated under means
(including any electronic, mechanical or photographic process, whether
computerized or not) that are under the exclusive ownership and direct control
of the Company or the Company Subsidiaries or their accountants (including all
means of access thereto and therefrom), except for any non-exclusive ownership
and non-direct control that would not reasonably be expected to have a material
adverse effect on the system of internal accounting controls described below in
this Section 2.2(i)(ii). The Company (A) has implemented and maintains
disclosure controls and procedures (as defined in Rule 1 3a- 15(e) of the
Exchange Act) to ensure that material information relating to the Company,
including the consolidated Company Subsidiaries, is made known to the chief
executive officer and the chief financial officer of the Company by others
within those entities, and (B) has disclosed, based on its most recent
evaluation prior to the Signing Date, to the Company’s outside auditors and the
audit committee of the Board of Directors (x) any significant deficiencies
and material weaknesses in the design or operation of internal controls over
financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are
reasonably likely to adversely affect the Company’s ability to record, process,
summarize and report financial information and (y) any fraud, whether or
not material, that involves management or other employees who have a significant
role in the Company’s internal controls over financial reporting.

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          9

          
            

          

        

        
           


        

      

    

    


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

    


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

    


    (n) Employee Benefit
Matters. Except as would not reasonably be expected to have, either
individually or in the aggregate, a Company Material Adverse Effect:
(A) each "employee benefit plan" (within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended  ("ERISA"))  providing
benefits to any current or former employee, officer or director of the Company
or any member of its "Controlled Group" (defined as
any organization which is a member of a controlled group of corporations within
the meaning of Section 414 of the Internal Revenue Code of 1986, as amended
(the "Code"))  that is
sponsored, maintained or contributed to by the Company or any member of its
Controlled Group and for which the Company or any member of its Controlled Group
would have any liability, whether actual or contingent (each, a "Plan") has been maintained in
compliance with its terms and with the requirements of all applicable statutes,
rules and regulations, including ERISA and the Code; (B) with respect to
each Plan subject to Title IV of ERISA (including, for purposes of this clause
(B), any plan subject to Title IV of ERISA that the Company or any member of its
Controlled Group previously maintained or contributed to in the six years prior
to the Signing Date), (1) no "reportable event" (within the meaning of
Section 4043(c) of ERISA), other than a reportable event for which the
notice period referred to in Section 4043(c) of ERISA has been waived, has
occurred in the three years prior to the Signing Date or is reasonably expected
to occur, (2) no "accumulated funding deficiency" (within the meaning of
Section 302 of ERISA or Section 412 of the Code), whether or not
waived, has occurred in the three years prior to the Signing Date or is
reasonably expected to occur, (3) the fair market value of the assets under
each Plan exceeds the present value of all benefits accrued under such Plan
(determined based on the assumptions used to fund such Plan) and
(4) neither the Company nor any member of its Controlled Group has
incurred in the six years prior to the Signing Date, or reasonably expects to
incur, any liability under Title IV of ERISA (other than contributions to the
Plan or premiums to the PBGC in the ordinary course and without default) in
respect of a Plan (including any Plan that is a "multiemployer plan", within the
meaning of Section 4001(c)(3) of ERISA); and (C) each Plan that is
intended to be qualified under Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue Service with respect to
its qualified status that has not been revoked, or such a determination letter
has been timely applied for but not received by the Signing Date, and nothing
has occurred, whether by action or by failure to act, which could reasonably be
expected to cause the loss, revocation or denial of such qualified status or
favorable determination letter.

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          10

          
            

          

        

        
           


        

      

    

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          11

          
            

          

        

        
           


        

      

    

    


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

    


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

     

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

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          12

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
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    ARTICLE
III.

    COVENANTS

    


    3.1 Commercially Reasonable
Efforts.

    


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

    


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

    


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

    


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

    


    3.3 Sufficiency of Authorized
Common Stock; Exchange Listing.

    


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

    


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

    


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

    


    
      
        
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    3.5 Access, Information and
Confidentiality.

    


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

    


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

    


    
      
        
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Sequence Number: 82

           


        

        
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    ARTICLE
IV.

    ADDITIONAL
AGREEMENTS

    


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

    


    4.2
Legends.

    


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

    


    "THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS."

     

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

    


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

    


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

    


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

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT
IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS
INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN
EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR
(D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND."

    


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

    


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

    


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

    


    4.5 Registration
Rights.

    


    (a)
Registration.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (i)
Prepare and file with the SEC a prospectus supplement with respect to a proposed
offering of Registrable Securities pursuant to an effective registration
statement, subject to Section 4.5(d), keep such registration statement
effective and keep such prospectus supplement current until the securities
described therein are no longer Registrable Securities.

    


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

    


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

    


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

    


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

    


    (vi) Give
written notice to the Holders:

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          23

          
            

          

        

        
           


        

      

    

    


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

    


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

     

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

    


    (x) If an
underwritten offering is requested pursuant to Section 4.5(a)(ii), enter
into an underwriting agreement in customary form, scope and substance and take
all such other actions reasonably requested by the Holders of a majority of the
Registrable Securities being sold in connection therewith or by the managing
underwriter(s), if any, to expedite or facilitate the underwritten disposition
of such Registrable Securities, and in connection therewith in any underwritten
offering (including making members of management and executives of the Company
available to participate in "road shows", similar sales events and other
marketing activities), (A) make such representations and warranties to the
Holders that are selling stockholders and the managing underwriter(s), if any,
with respect to the business of the Company and its subsidiaries, and the Shelf
Registration Statement, prospectus and documents, if any, incorporated or deemed
to be incorporated by reference therein, in each case, in customary form,
substance and scope, and, if true, confirm the same if and when requested,
(B) use its reasonable best efforts to furnish the underwriters with
opinions of counsel to the Company, addressed to the managing underwriter(s), if
any, covering the matters customarily covered in such opinions requested in
underwritten offerings, (C) use its reasonable best efforts to obtain "cold
comfort" letters from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public accountants
of any business acquired by the Company for which financial statements and
financial data are included in the Shelf Registration Statement) who have
certified the financial statements included in such Shelf Registration
Statement, addressed to each of the managing underwriter(s), if any, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters, (D) if an underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures
customary in underwritten offerings (provided that the Investor shall not be
obligated to provide any indemnity), and (E) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority of the
Registrable Securities being sold in connection therewith, their counsel and the
managing underwriter(s), if any, to evidence the continued validity of the
representations and warranties made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          24

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          25

          
            

          

        

        
           


        

      

    

    


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

    


    (f) Furnishing
Information.

    


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

    


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

    


    (g)
Indemnification.

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          26

          
            

          

        

        
           


        

      

    

    


    (ii) If
the indemnification provided for in Section 4.5(g)(i) is unavailable to an
Indemnitee with respect to any losses, claims, damages, actions, liabilities,
costs or expenses referred to therein or is insufficient to hold the Indemnitee
harmless as contemplated therein, then the Company, in lieu of indemnifying such
Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as
a result of such losses, claims, damages, actions, liabilities, costs or
expenses in such proportion as is appropriate to reflect the relative fault of
the Indemnitee, on the one hand, and the Company, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, actions, liabilities, costs or expenses as well as any other
relevant equitable considerations. The relative fault of the Company, on the one
hand, and of the Indemnitee, on the other hand, shall be determined by reference
to, among other factors, whether the untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company
or by the Indemnitee and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
the Company and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 4.5(g)(ii) were determined by pro
rata  allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in
Section 4.5(g)(i). No Indemnitee guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from the Company if the Company was not guilty of such
fraudulent misrepresentation.

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          27

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          28

          
            

          

        

        
           


        

      

    

    


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

    


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

     

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

    


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

    


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

    


    (iii)
"Register," "registered," and "registration" shall refer to
a registration effected by preparing and (A) filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of effectiveness of such
registration statement or (B) filing a prospectus and/or prospectus
supplement in respect of an appropriate effective registration statement on Form
S-3.

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          29

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          30

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    


    4.8 Restriction on Dividends
and Repurchases.

    


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

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          31

          
            

          

        

        
           


        

      

    

    


    (ii)
redeem, purchase or acquire any shares of Common Stock or other capital stock or
other equity securities of any kind of the Company, or any trust preferred
securities issued by the Company or any Affiliate of the Company, other than
(A) redemptions, purchases or other acquisitions of the Preferred Shares,
(B) redemptions, purchases or other acquisitions of shares of Common Stock
or other Junior Stock, in each case in this clause (B) in connection with
the administration of any employee benefit plan in the ordinary course of
business (including purchases to offset the Share Dilution Amount (as defined
below) pursuant to a publicly announced repurchase plan) and consistent with
past practice;  provided  that
any purchases to offset the Share Dilution Amount shall in no event exceed the
Share Dilution Amount, (C) purchases or other acquisitions by a
broker-dealer subsidiary of the Company solely for the purpose of market-making,
stabilization or customer facilitation transactions in Junior Stock or Parity
Stock in the ordinary course of its business, (D) purchases by a
broker-dealer subsidiary of the Company of capital stock of the Company for
resale pursuant to an offering by the Company of such capital stock underwritten
by such broker-dealer subsidiary, (E) any redemption or repurchase of
rights pursuant to any stockholders’ rights plan, (F) the acquisition by
the Company or any of the Company Subsidiaries of record ownership in Junior
Stock or Parity Stock for the beneficial ownership of any other persons (other
than the Company or any other Company Subsidiary), including as trustees or
custodians, and (G) the exchange or conversion of Junior Stock for or into
other Junior Stock or of Parity Stock or trust preferred securities for or into
other Parity Stock (with the same or lesser aggregate liquidation amount) or
Junior Stock, in each case set forth in this clause (G), solely to the extent
required pursuant to binding contractual agreements entered into prior to the
Signing Date or any subsequent agreement for the accelerated exercise,
settlement or exchange thereof for Common Stock (clauses (C) and (F),
collectively, the "Permitted
Repurchases"). "Share Dilution Amount" means
the increase in the number of diluted shares outstanding (determined in
accordance with GAAP, and as measured from the date of the Company’s most
recently filed Company Financial Statements prior to the Closing Date) resulting
from the grant, vesting or exercise of equity-based compensation to employees
and equitably adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction.

    


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

    


    
      
        
          UST
Sequence Number: 82

           


        

        
          32

          
            

          

        

        
           


        

      

    

    


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

     

    4.9 Repurchase of Investor
Securities.

    


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

    


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

    


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

    


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

    


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

    


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

    


    ARTICLE
V.

    MISCELLANEOUS

    


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

    


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

    


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

    


    
      
        
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          34

          
            

          

        

        
           


        

      

    

    


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

    


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

     

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

    


    5.4 Waiver of
Conditions. The conditions to each party’s obligation to consummate the
Purchase are for the sole benefit of such party and may be waived by such party
in whole or in part to the extent permitted by applicable law. No waiver will be
effective unless it is in a writing signed by a duly authorized officer of the
waiving party that makes express reference to the provision or provisions
subject to such waiver.

    


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

    


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

    


    
      
        
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Sequence Number: 82

           


        

        
          35

          
            

          

        

        
           


        

      

    

    


    


    
      
        	 
      	
                If
      to the Investor:

                United
      States Department of the Treasury

                1500
      Pennsylvania Avenue, NW, Room 2312

                Washington,
      D.C. 20220

                Attention:
      Assistant General Counsel (Banking and Finance)

                Facsimile:
      (202) 622-1974

              


      

    

    


    5.7
Definitions.

    


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

    


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

    


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

    


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

    


    
      
        
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          36

          
            

          

        

        
           


        

      

    

    


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

     

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

    


    ***

    


    
      
        
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      ANNEX
A

      FORM
OF CERTIFICATE OF DESIGNATIONS

      


      CERTIFICATE
OF DETERMINATION

      


      OF

      


      FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

      


      OF

      


      COMMUNITY
WEST BANCSHARES

      


      Pursuant
to Section 401 of the Corporations Code of the State of California:

       

      We, Lynda
J. Nahra, President and Chief Executive Officer and John Illgen, Corporate
Secretary, of Community West Bancshares, a corporation organized under the laws
of the State of California (hereinafter called the "Corporation"), do hereby
certify as follows:

       

      1.            
The Board of Directors of the Corporation adopted a resolution designating
15,600 shares of
Serial Preferred Stock as Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, no par value.

       

      2.            
No shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A have been
issued.

       

      3.            
Pursuant to the authority conferred upon the Board of Directors by the Articles
of Incorporation of the Corporation, the following resolution was duly adopted
by the Board of Directors creating the series of Serial Preferred Stock
designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series
A:

       

      RESOLVED, that pursuant to the
provisions of the Articles of Incorporation of the Corporation and applicable
law, a series of Preferred Stock of the Corporation be and hereby is created,
and that the designation and number of shares of such series, and the voting and
other powers, preferences and relative, participating, optional or other rights,
and the qualifications, limitations and restrictions thereof, of the shares of
such series are as follows:

      


      Part
1.      Designation and Number of
Shares. There is hereby created out of the authorized and unissued shares
of preferred stock of the Corporation a series of preferred stock designated as
the "Fixed Rate Cumulative Perpetual Preferred Stock, Series A," no par value
(the "Designated Preferred Stock"). The authorized number of shares of
Designated Preferred Stock shall be 15,600.

       


      
        
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          Annex
A

           


        

        
          1

          
            

          

        

        
           


        

      


      Part
2.     Standard Provisions.
The Standard Provisions contained in Exhibit A attached
hereto are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Certificate of Determination to the same extent as
if such provisions had been set forth in full herein.  

      


      Part
3.     Definitions. The
following terms are used in this Certificate of Determination (including the
Standard Provisions in Exhibit A hereto) as
defined below:

      


      (a)          
"Common Stock"
means the common stock of the Corporation.

      


      (b)          
"Dividend Payment
Date" means February 15, May 15, August 15 and

      November
15 of each year.

      


      (c)          
"Junior Stock"
means the Common Stock, and any other class or
series of stock of the Corporation the terms of which expressly provide that it
ranks junior to Designated Preferred Stock as to dividend rights and/or as to
rights on liquidation, dissolution or winding up of the
Corporation.

      


      (d)         
 "Liquidation
Amount" means $1,000 per share of Designated Preferred
Stock.

      


      (e)          
"Minimum
Amount" means $3,900,000, an amount equal to 25% of the aggregate value
of the Designated Preferred Stock issued on the Original Issue
Date.

      


      (f)          
 "Parity
Stock" means any class or series of stock of the Corporation (other than
Designated Preferred Stock) the terms of which do not expressly provide that
such class or series will rank senior or junior to Designated Preferred Stock as
to dividend rights and/or as to rights on liquidation, dissolution or winding up
of the Corporation (in each case without regard to whether dividends accrue
cumulatively or non-cumulatively). 

      


      (g)         
 "Signing
Date" means December 19, 2008.

      


      4.            
Certain Voting
Matters. Holders of shares of Designated Preferred Stock will be entitled
to one vote for each such share on any matter on which holders of Designated
Preferred Stock are entitled to vote, including any action by written
consent.

      


      [Remainder of Page Intentionally Left
Blank]


      
        
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          Annex
A

           


        

        
          2

          
            

          

        

        
           


        

      


      We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
to their own knowledge.

       

      Date:  December
__, 2008

      


      
        
          
            
              
                	 
      	
                         

                      	 
	 
      	
                        Name:

                      	
                        Lynda
      J. Nahra

                      	 
	 
      	
                        Title:

                      	
                        President
      and Chief Executive Officer

                      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                         

                      	 
	 
      	
                        Name:

                      	
                         John
      D. Illgen

                      	 
	 
      	
                        Title:

                      	
                        Corporate
      Secretary

                      	 


              

            

          

        

      


      
        
          UST
Sequence Number: 82

          Annex
A

           


        

        
          3

          
            

          

        

        
           


        

      


      EXHIBIT
A

      STANDARD
PROVISIONS

      


      Section
1. General
Matters. Each share of Designated Preferred Stock shall be identical in
all respects to every other share of Designated Preferred Stock. The Designated
Preferred Stock shall be perpetual, subject to the provisions of Section 5 of
these Standard Provisions that form a part of the Certificate of Determination.
The Designated Preferred Stock shall rank equally with Parity Stock and shall
rank senior to Junior Stock with respect to the payment of dividends and the
distribution of assets in the event of any dissolution, liquidation or winding
up of the Corporation.

      


      Section
2. Standard
Definitions. As used herein with respect to Designated Preferred
Stock:

      


      (a)           "Applicable Dividend
Rate" means (i) during the period from the Original Issue Date to, but
excluding, the first day of the first Dividend Period commencing on or after the
fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and
after the first day of the first Dividend Period commencing on or after the
fifth anniversary of the Original Issue Date, 9% per annum.

      


      (b)           "Appropriate Federal Banking
Agency" means the "appropriate Federal banking agency" with respect to
the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act
(12 U.S.C. Section 1813(q)), or any successor provision. 

      


      (c)           "Business Combination"
means a merger, consolidation, statutory share exchange or similar transaction
that requires the approval of the Corporation’s stockholders.

      


      (d)           "Business Day" means
any day except Saturday, Sunday and any day on which banking institutions in the
State of New York generally are authorized or required by law or other
governmental actions to close.

      


      (e)           "Bylaws" means the
bylaws of the Corporation, as they may be amended from time to
time.

      


      (f)           "Certificate of
Determination" means the Certificate of Determination or comparable
instrument relating to the Designated Preferred Stock, of which these Standard
Provisions form a part, as it may be amended from time to time.

      


      (g)           "Charter" means the
Corporation’s certificate or articles of incorporation, articles of association,
or similar organizational document. 

      


      (h)           "Dividend Period" has
the meaning set forth in Section 3(a). 

      


      (i)           "Dividend Record Date"
has the meaning set forth in Section 3(a).


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          1

          
            

          

        

        
           


        

      


      (j)            "Liquidation
Preference" has the meaning set forth in Section 4(a).

      


      (k)           "Original Issue Date"
means the date on which shares of Designated Preferred Stock are first
issued.

      


      (l)            "Preferred Director"
has the meaning set forth in Section 7(b).

      


      (m)          "Preferred Stock"
means any and all series of preferred stock of the Corporation, including the
Designated Preferred Stock.

      


      (n)           "Qualified Equity
Offering" means the sale and issuance for cash by the Corporation to
persons other than the Corporation or any of its subsidiaries after the Original
Issue Date of shares of perpetual Preferred Stock, Common Stock or any
combination of such stock, that, in each case, qualify as and may be included in
Tier 1 capital of the Corporation at the time of issuance under the applicable
risk-based capital guidelines of the Corporation’s Appropriate Federal Banking
Agency (other than any such sales and issuances made pursuant to agreements or
arrangements entered into, or pursuant to financing plans which were publicly
announced, on or prior to October 13, 2008).

      


      (o)           "Share Dilution
Amount" has the meaning set forth in Section 3(b).

      


      (p)           "Standard Provisions"
mean these Standard Provisions that form a part of the Certificate of
Determination relating to the Designated Preferred Stock.

      


      (q)           "Successor Preferred
Stock" has the meaning set forth in Section 5(a).

      


      (r)           "Voting Parity Stock"
means, with regard to any matter as to which the holders of Designated Preferred
Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these
Standard Provisions that form a part of the Certificate of Determination, any
and all series of Parity Stock upon which like voting rights have been conferred
and are exercisable with respect to such matter.

      


      Section
3. Dividends.

      


      (a)           Rate. Holders of
Designated Preferred Stock shall be entitled to receive, on each share of
Designated Preferred Stock if, as and when declared by the Board of Directors or
any duly authorized committee of the Board of Directors, but only out of assets
legally available therefor, cumulative cash dividends with respect to each
Dividend Period (as defined below) at a rate per annum equal to the Applicable
Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred
Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend
Period on such share of Designated Preferred Stock, if any. Such dividends shall
begin to accrue and be cumulative from the Original Issue Date, shall compound
on each subsequent Dividend Payment Date (i.e., no dividends shall
accrue on other dividends unless and until the first Dividend Payment Date for
such other dividends has passed without such other dividends having been paid on
such date) and shall be payable quarterly in arrears on each Dividend Payment
Date, commencing with the first such Dividend Payment Date to occur at least 20
calendar days after the Original Issue Date. In the event that any Dividend
Payment Date would otherwise fall on a day that is not a Business Day, the
dividend payment due on that date will be postponed to the next day that is a
Business Day and no additional dividends will accrue as a result of that
postponement. The period from and including any Dividend Payment Date to, but
excluding, the next Dividend Payment Date is a "Dividend Period", provided that
the initial Dividend Period shall be the period from and including the Original
Issue Date to, but excluding, the next Dividend Payment
Date.  


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          2

          
            

          

        

        
           


        

      


      Dividends
that are payable on Designated Preferred Stock in respect of any Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. The amount of dividends payable on Designated Preferred Stock on any
date prior to the end of a Dividend Period, and for the initial Dividend Period,
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months, and actual days elapsed over a 30-day month.

      


      Dividends
that are payable on Designated Preferred Stock on any Dividend Payment Date will
be payable to holders of record of Designated Preferred Stock as they appear on
the stock register of the Corporation on the applicable record date, which shall
be the 15th calendar day immediately preceding such Dividend Payment Date or
such other record date fixed by the Board of Directors or any duly authorized
committee of the Board of Directors that is not more than 60 nor less than 10
days prior to such Dividend Payment Date (each, a "Dividend Record Date"). Any
such day that is a Dividend Record Date shall be a Dividend Record Date whether
or not such day is a Business Day.

      


      Holders
of Designated Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any)
declared and payable on Designated Preferred Stock as specified in this Section
3 (subject to the other provisions of the Certificate of
Determination).

      


      (b)           Priority of
Dividends. So long as any share of Designated Preferred Stock remains
outstanding, no dividend or distribution shall be declared or paid on the Common
Stock or any other shares of Junior Stock (other than dividends payable solely
in shares of Common Stock) or Parity Stock, subject to the immediately following
paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or
Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise
acquired for consideration by the Corporation or any of its subsidiaries unless
all accrued and unpaid dividends for all past Dividend Periods, including the
latest completed Dividend Period (including, if applicable as provided in
Section 3(a) above, dividends on such amount), on all outstanding shares of
Designated Preferred Stock have been or are contemporaneously declared and paid
in full (or have been declared and a sum sufficient for the payment thereof has
been set aside for the benefit of the holders of shares of Designated Preferred
Stock on the applicable record date). The foregoing limitation shall not apply
to (i) redemptions, purchases or other acquisitions of shares of Common Stock or
other Junior Stock in connection with the administration of any employee benefit
plan in the ordinary course of business (including purchases to offset the Share
Dilution Amount (as defined below) pursuant to a publicly announced repurchase
plan) and consistent with past practice, provided that any purchases
to offset the Share Dilution Amount shall in no event exceed the Share Dilution
Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of
the Corporation solely for the purpose of market-making, stabilization or
customer facilitation transactions in Junior Stock or Parity Stock in the
ordinary course of its business; (iii) purchases by a broker-dealer subsidiary
of the Corporation of capital stock of the Corporation for resale pursuant to an
offering by the Corporation of such capital stock underwritten by such
broker-dealer subsidiary; (iv) any dividends or distributions of rights or
Junior Stock in connection with a stockholders’ rights plan or any redemption or
repurchase of rights pursuant to any stockholders’ rights plan; (v) the
acquisition by the Corporation or any of its subsidiaries of record ownership in
Junior Stock or Parity Stock for the beneficial ownership of any other persons
(other than the Corporation or any of its subsidiaries), including as trustees
or custodians; and (vi) the exchange or conversion of Junior Stock for or into
other Junior Stock or of Parity Stock for or into other Parity Stock (with the
same or lesser aggregate liquidation amount) or Junior Stock, in each case,
solely to the extent required pursuant to binding contractual agreements entered
into prior to the Signing Date or any subsequent agreement for the accelerated
exercise, settlement or exchange thereof for Common Stock. "Share Dilution
Amount" means the increase in the number of diluted shares outstanding
(determined in accordance with generally accepted accounting principles in the
United States, and as measured from the date of the Corporation’s consolidated
financial statements most recently filed with the Securities and Exchange
Commission prior to the Original Issue Date) resulting from the grant, vesting
or exercise of equity-based compensation to employees and equitably adjusted for
any stock split, stock dividend, reverse stock split, reclassification or
similar transaction. 


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          3

          
            

          

        

        
           


        

      


      When
dividends are not paid (or declared and a sum sufficient for payment thereof set
aside for the benefit of the holders thereof on the applicable record date) on
any Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within a Dividend Period related to such Dividend Payment Date) in
full upon Designated Preferred Stock and any shares of Parity Stock, all
dividends declared on Designated Preferred Stock and all such Parity Stock and
payable on such Dividend Payment Date (or, in the case of Parity Stock having
dividend payment dates different from the Dividend Payment Dates, on a dividend
payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro
rata so that the respective amounts of such dividends declared shall bear
the same ratio to each other as all accrued and unpaid dividends per share on
the shares of Designated Preferred Stock (including, if applicable as provided
in Section 3(a) above, dividends on such amount) and all Parity Stock payable on
such Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within the Dividend Period related to such Dividend Payment Date)
(subject to their having been declared by the Board of Directors or a duly
authorized committee of the Board of Directors out of legally available funds
and including, in the case of Parity Stock that bears cumulative dividends, all
accrued but unpaid dividends) bear to each other. If the Board of Directors or a
duly authorized committee of the Board of Directors determines not to pay any
dividend or a full dividend on a Dividend Payment Date, the Corporation will
provide written notice to the holders of Designated Preferred Stock prior to
such Dividend Payment Date.

      


      Subject
to the foregoing, and not otherwise, such dividends (payable in cash, securities
or other property) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out
of any funds legally available for such payment, and holders of Designated
Preferred Stock shall not be entitled to participate in any such
dividends.


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          4

          
            

          

        

        
           


        

      


      Section
4. Liquidation
Rights.

      


      (a)           Voluntary or Involuntary
Liquidation. In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, holders of
Designated Preferred Stock shall be entitled to receive for each share of
Designated Preferred Stock, out of the assets of the Corporation or proceeds
thereof (whether capital or surplus) available for distribution to stockholders
of the Corporation, subject to the rights of any creditors of the Corporation,
before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking
junior to Designated Preferred Stock as to such distribution, payment in full in
an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the
amount of any accrued and unpaid dividends (including, if applicable as provided
in Section 3(a) above, dividends on such amount), whether or not declared, to
the date of payment (such amounts collectively, the "Liquidation
Preference").

      


      (b)           Partial Payment. If
in any distribution described in Section 4(a) above the assets of the
Corporation or proceeds thereof are not sufficient to pay in full the amounts
payable with respect to all outstanding shares of Designated Preferred Stock and
the corresponding amounts payable with respect of any other stock of the
Corporation ranking equally with Designated Preferred Stock as to such
distribution, holders of Designated Preferred Stock and the holders of such
other stock shall share ratably in any such distribution in proportion to the
full respective distributions to which they are entitled.

      


      (c)           Residual
Distributions. If the Liquidation Preference has been paid in full to all
holders of Designated Preferred Stock and the corresponding amounts payable with
respect of any other stock of the Corporation ranking equally with Designated
Preferred Stock as to such distribution has been paid in full, the holders of
other stock of the Corporation shall be entitled to receive all remaining assets
of the Corporation (or proceeds thereof) according to their respective rights
and preferences.

      


      (d)           Merger, Consolidation and
Sale of Assets Not Liquidation. For purposes of this Section 4, the
merger or consolidation of the Corporation with any other corporation or other
entity, including a merger or consolidation in which the holders of Designated
Preferred Stock receive cash, securities or other property for their shares, or
the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a
liquidation, dissolution or winding up of the Corporation.

      


      Section
5. Redemption.

      


      (a)           Optional Redemption.
Except as provided below, the Designated Preferred Stock may not be redeemed
prior to the first Dividend Payment Date falling on or after the third
anniversary of the Original Issue Date. On or after the first Dividend Payment
Date falling on or after the third anniversary of the Original Issue Date, the
Corporation, at its option, subject to the approval of the Appropriate Federal
Banking Agency, may redeem, in whole or in part, at any time and from time to
time, out of funds legally available therefor, the shares of Designated
Preferred Stock at the time outstanding, upon notice given as provided in
Section 5(c) below, at a redemption price equal to the sum of (i) the
Liquidation Amount per share and (ii) except as otherwise provided below, any
accrued and unpaid dividends (including, if applicable as provided in Section
3(a) above, dividends on such amount) (regardless of whether any dividends are
actually declared) to, but excluding, the date fixed for
redemption.


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          5

          
            

          

        

        
           


        

      


      Notwithstanding
the foregoing, prior to the first Dividend Payment Date falling on or after the
third anniversary of the Original Issue Date, the Corporation, at its option,
subject to the approval of the Appropriate Federal Banking Agency, may redeem,
in whole or in part, at any time and from time to time, the shares of Designated
Preferred Stock at the time outstanding, upon notice given as provided in
Section 5(c) below, at a redemption price equal to the sum of (i) the
Liquidation Amount per share and (ii) except as otherwise provided below, any
accrued and unpaid dividends (including, if applicable as provided in Section
3(a) above, dividends on such amount) (regardless of whether any dividends are
actually declared) to, but excluding, the date fixed for redemption; provided that (x) the
Corporation (or any successor by Business Combination) has received aggregate
gross proceeds of not less than the Minimum Amount (plus the "Minimum Amount" as
defined in the relevant certificate of determination for each other outstanding
series of preferred stock of such successor that was originally issued to the
United States Department of the Treasury (the "Successor Preferred Stock") in
connection with the Troubled Asset Relief Program Capital Purchase Program) from
one or more Qualified Equity Offerings (including Qualified Equity Offerings of
such successor), and (y) the aggregate redemption price of the Designated
Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this
paragraph may not exceed the aggregate net cash proceeds received by the
Corporation (or any successor by Business Combination) from such Qualified
Equity Offerings (including Qualified Equity Offerings of such
successor).

      


      The
redemption price for any shares of Designated Preferred Stock shall be payable
on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any
declared but unpaid dividends payable on a redemption date that occurs
subsequent to the Dividend Record Date for a Dividend Period shall not be paid
to the holder entitled to receive the redemption price on the redemption date,
but rather shall be paid to the holder of record of the redeemed shares on such
Dividend Record Date relating to the Dividend Payment Date as provided in
Section 3 above.

      


      (b)           No Sinking Fund. The
Designated Preferred Stock will not be subject to any mandatory redemption,
sinking fund or other similar provisions. Holders of Designated Preferred Stock
will have no right to require redemption or repurchase of any shares of
Designated Preferred Stock.

      


      (c)           Notice of Redemption.
Notice of every redemption of shares of Designated Preferred Stock shall be
given by first class mail, postage prepaid, addressed to the holders of record
of the shares to be redeemed at their respective last addresses appearing on the
books of the Corporation. Such mailing shall be at least 30 days and not more
than 60 days before the date fixed for redemption. Any notice mailed as provided
in this Subsection shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice, but failure duly to give such
notice by mail, or any defect in such notice or in the mailing thereof, to any
holder of shares of Designated Preferred Stock designated for redemption shall
not affect the validity of the proceedings for the redemption of any other
shares of Designated Preferred Stock.  Notwithstanding the foregoing,
if shares of Designated Preferred Stock are issued in book-entry form through
The Depository Trust Corporation or any other similar facility, notice of
redemption may be given to the holders of Designated Preferred Stock at such
time and in any manner permitted by such facility. Each notice of redemption
given to a holder shall state: (1) the redemption date; (2) the number of shares
of Designated Preferred Stock to be redeemed and, if less than all the shares
held by such holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; and (4) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price.


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          6

          
            

          

        

        
           


        

      


      (d)           Partial Redemption.
In case of any redemption of part of the shares of Designated Preferred Stock at
the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other
manner as the Board of Directors or a duly authorized committee thereof may
determine to be fair and equitable. Subject to the provisions hereof, the Board
of Directors or a duly authorized committee thereof shall have full power and
authority to prescribe the terms and conditions upon which shares of Designated
Preferred Stock shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without charge to the holder thereof.


      


      (e)           Effectiveness of
Redemption. If notice of redemption has been duly given and if on or
before the redemption date specified in the notice all funds necessary for the
redemption have been deposited by the Corporation, in trust for the pro rata benefit of the
holders of the shares called for redemption, with a bank or trust company doing
business in the Borough of Manhattan, The City of New York, and having a capital
and surplus of at least $500 million and selected by the Board of Directors, so
as to be and continue to be available solely therefor, then, notwithstanding
that any certificate for any share so called for redemption has not been
surrendered for cancellation, on and after the redemption date dividends shall
cease to accrue on all shares so called for redemption, all shares so called for
redemption shall no longer be deemed outstanding and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except
only the right of the holders thereof to receive the amount payable on such
redemption from such bank or trust company, without interest. Any funds
unclaimed at the end of three years from the redemption date shall, to the
extent permitted by law, be released to the Corporation, after which time the
holders of the shares so called for redemption shall look only to the
Corporation for payment of the redemption price of such shares.

      


      (f)           Status of Redeemed
Shares. Shares of Designated Preferred Stock that are redeemed,
repurchased or otherwise acquired by the Corporation shall revert to authorized
but unissued shares of Preferred Stock (provided that any such
cancelled shares of Designated Preferred Stock may be reissued only as shares of
any series of Preferred Stock other than Designated Preferred
Stock).


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          7

          
            

          

        

        
           


        

      


      Section
6. Conversion.
Holders of Designated Preferred Stock shares shall have no right to exchange or
convert such shares into any other securities. 

      


      Section
7. Voting
Rights. 

      


      (a)           General. The holders
of Designated Preferred Stock shall not have any voting rights except as set
forth below or as otherwise from time to time required by law.

      


      (b)           Preferred Stock
Directors. Whenever, at any time or times, dividends payable on the
shares of Designated Preferred Stock have not been paid for an aggregate of six
quarterly Dividend Periods or more, whether or not consecutive, the holders of
the Designated Preferred Stock shall have the right, with holders of shares of
any one or more other classes or series of Voting Parity Stock outstanding at
the time, voting together as a class, to elect two directors (hereinafter the
"Preferred Directors" and each a "Preferred
Director") at the Corporation’s next annual meeting of stockholders (or at a
special meeting called for that purpose prior to such next annual meeting) and
at each subsequent annual meeting of stockholders until all accrued and unpaid
dividends for all past Dividend Periods, including the latest completed Dividend
Period (including, if applicable as provided in Section 3(a) above, dividends on
such amount), on all outstanding shares of Designated Preferred Stock have been
declared and paid in full at which time such right shall terminate with respect
to the Designated Preferred Stock, except as herein or by law expressly
provided, subject to revesting in the event of each and every subsequent default
of the character above mentioned; provided that it shall be a
qualification for election for any Preferred Director that the election of such
Preferred Director shall not cause the Corporation to violate any corporate
governance requirements of any securities exchange or other trading facility on
which securities of the Corporation may then be listed or traded that listed or
traded companies must have a majority of independent directors. Upon any
termination of the right of the holders of shares of Designated Preferred Stock
and Voting Parity Stock as a class to vote for directors as provided above, the
Preferred Directors shall cease to be qualified as directors, the term of office
of all Preferred Directors then in office shall terminate immediately and the
authorized number of directors shall be reduced by the number of Preferred
Directors elected pursuant hereto. Any Preferred Director may be removed at any
time, with or without cause, and any vacancy created thereby may be filled, only
by the affirmative vote of the holders a majority of the shares of Designated
Preferred Stock at the time outstanding voting separately as a class together
with the holders of shares of Voting Parity Stock, to the extent the voting
rights of such holders described above are then exercisable. If the office of
any Preferred Director becomes vacant for any reason other than removal from
office as aforesaid, the remaining Preferred Director may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred. 

      


      (c)            Class Voting Rights as to
Particular Matters. So long as any shares of Designated Preferred Stock
are outstanding, in addition to any other vote or written consent of
stockholders required by law or by the Charter, the vote or written consent of
the holders of at least 66 2/3% of the shares of Designated Preferred Stock at
the time outstanding, voting as a separate class, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be necessary for effecting or validating:


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          8

          
            

          

        

        
           


        

      


      (i)           Authorization of Senior
Stock. Any amendment or alteration of the Certificate
of Determination for the Designated Preferred Stock or the Charter to authorize
or create or increase the authorized amount of, or any issuance of, any shares
of, or any securities convertible into or exchangeable or exercisable for shares
of, any class or series of capital stock of the Corporation ranking senior to
Designated Preferred Stock with respect to either or both the payment of
dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;

      


      (ii)           Amendment of Designated
Preferred Stock. Any amendment, alteration or repeal of any provision of
the Certificate of Determination for the Designated Preferred Stock or the
Charter (including, unless no vote on such merger or consolidation is required
by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a
merger, consolidation or otherwise) so as to adversely affect the rights,
preferences, privileges or voting powers of the Designated Preferred Stock;
or

      


      (iii)           Share Exchanges,
Reclassifications, Mergers and Consolidations. Any consummation of a
binding share exchange or reclassification involving the Designated Preferred
Stock, or of a merger or consolidation of the Corporation with another
corporation or other entity, unless in each case (x) the shares of Designated
Preferred Stock remain outstanding or, in the case of any such merger
or  consolidation with respect to which the Corporation is not the
surviving or resulting entity, are converted into or exchanged for preference
securities of the surviving or resulting entity or its ultimate parent, and (y)
such shares remaining outstanding or such preference securities, as the case may
be, have such rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, taken as a whole, as are not materially less favorable
to the holders thereof than the rights, preferences, privileges and voting
powers, and limitations and restrictions thereof, of Designated Preferred Stock
immediately prior to such consummation, taken as a whole; 

      


      provided, however, that for all
purposes of this Section 7(c), any increase in the amount of the authorized
Preferred Stock, including any increase in the authorized amount of Designated
Preferred Stock necessary to satisfy preemptive or similar rights granted by the
Corporation to other persons prior to the Signing Date, or the creation and
issuance, or an increase in the authorized or issued amount, whether pursuant to
preemptive or similar rights or otherwise, of any other series of Preferred
Stock, or any securities convertible into or exchangeable or exercisable for any
other series of Preferred Stock, ranking equally with and/or junior to
Designated Preferred Stock with respect to the payment of dividends (whether
such dividends are cumulative or non-cumulative) and the distribution of assets
upon liquidation, dissolution or winding up of the Corporation will not be
deemed to adversely affect the rights, preferences, privileges or voting powers,
and shall not require the affirmative vote or consent of, the holders of
outstanding shares of the Designated Preferred Stock. 


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          9

          
            

          

        

        
           


        

      


      (d)           Changes after Provision for
Redemption. No vote or consent of the holders of Designated Preferred
Stock shall be required pursuant to Section 7(c) above if, at or prior to the
time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of the Designated Preferred Stock shall have
been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been deposited in trust for such redemption, in each
case pursuant to Section 5 above.

      


      (e)           Procedures for Voting and
Consents. The rules and procedures for calling and conducting any meeting
of the holders of Designated Preferred Stock (including, without limitation, the
fixing of a record date in connection therewith), the solicitation and use of
proxies at such a meeting, the obtaining of written consents and any other
aspect or matter with regard to such a meeting or such consents shall conform to
the requirements of the Charter, the Bylaws, and applicable law and the rules of
any national securities exchange or other trading facility on which Designated
Preferred Stock is listed or traded at the time.

      


      Section
8. Record
Holders. To the fullest extent permitted by applicable law, the
Corporation
and the transfer agent for Designated Preferred Stock may deem and treat the
record holder of any share of Designated Preferred Stock as the true and lawful
owner thereof for all purposes, and neither the Corporation nor such transfer
agent shall be affected by any notice to the contrary.

      


      Section
9. Notices. All
notices or communications in respect of Designated Preferred Stock shall be
sufficiently given if given in writing and delivered in person or by first class
mail, postage prepaid, or if given in such other manner as may be permitted in
this Certificate of Determination, in the Charter or Bylaws or by applicable
law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are
issued in book-entry form through The Depository Trust Corporation or any
similar facility, such notices may be given to the holders of Designated
Preferred Stock in any manner permitted by such facility.

      


      Section
10. No Preemptive
Rights. No share of Designated Preferred Stock shall have any rights of
preemption whatsoever as to any securities of the Corporation, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities, or such warrants, rights or options, may be designated, issued or
granted.

      


      Section
11. Replacement
Certificates. The Corporation shall replace any mutilated certificate
at the holder’s expense upon surrender of that certificate to the Corporation.
The Corporation shall replace certificates that become destroyed, stolen or lost
at the holder’s expense upon delivery to the Corporation of reasonably
satisfactory evidence that the certificate has been destroyed, stolen or lost,
together with any indemnity that may be reasonably required by the
Corporation.

      


      Section
12. Other
Rights. The shares of Designated Preferred Stock shall not have any
rights, preferences, privileges or voting powers or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions
thereof, other than as set forth herein or in the Charter or as provided by
applicable law.


      
        
          UST
Sequence Number: 82

          Exhibit
A

           


        

        
          10

          
            

          

        

        
           


        

      

    

           

    ANNEX
B

    


    FORM
OF WAIVER

    


    In
consideration for the benefits I will receive as a result of my employer’s
participation in the United States Department of the Treasury’s TARP Capital
Purchase Program, I hereby voluntarily waive any claim against the United States
or my employer for any changes to my compensation or benefits that are required
to comply with the regulation issued by the Department of the Treasury as
published in the Federal Register on October 20, 2008.

    


    I
acknowledge that this regulation may require modification of the compensation,
bonus, incentive and other benefit plans, arrangements, policies and agreements
(including so-called "golden parachute" agreements) that I have with my employer
or in which I participate as they relate to the period the United States holds
any equity or debt securities of my employer acquired through the TARP Capital
Purchase Program.

    


    This
waiver includes all claims I may have under the laws of the United States or any
state related to the requirements imposed by the aforementioned regulation,
including without limitation a claim for any compensation or other payments I
would otherwise receive, any challenge to the process by which this regulation
was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.

    


    
      
        
          UST
Sequence Number: 82

          Aneex
B

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    ANNEX
C

    


    FORM
OF OPINION

    


    
      
        	
              	
                (a)

              	
                The
      Company has been duly incorporated and is validly existing as a
      corporation in good standing under the laws of the state of its
      incorporation.

              


      

    

    


    
      
        	
              	
                (b)

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

              


      

    

    


    
      
        	
              	
                (c)

              	
                The
      Warrant has been duly authorized and, when executed and delivered as
      contemplated by the Agreement, will constitute a valid and legally binding
      obligation of the Company enforceable against the Company in accordance
      with its terms, except as the same may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditors’ rights generally and general
      equitable principles, regardless of whether such enforceability is
      considered in a proceeding at law or in
equity.

              


      

    

    


    
      
        	
              	
                (d)

              	
                The
      shares of Common Stock issuable upon exercise of the Warrant have been
      duly authorized and reserved for issuance upon exercise of the Warrant and
      when so issued in accordance with the terms of the Warrant will be validly
      issued, fully paid and non-assessable[insert, if
      applicable: , subject to the approvals of the Company’s
      stockholders set forth on Schedule C].
  

              


      

    

    


    
      
        	
              	
                (e)

              	
                The
      Company has the corporate power and authority to execute and deliver the
      Agreement and the Warrant and[insert, if
      applicable: , subject to the approvals of the Company’s
      stockholders set forth on Schedule C,] to carry out its
      obligations thereunder  (which includes the issuance of the
      Preferred Shares, Warrant and Warrant
Shares).

              


      

    

    


    
      
        	
              	
                (f)

              	
                The
      execution, delivery and performance by the Company of the Agreement and
      the Warrant and the consummation of the transactions contemplated thereby
      have been duly authorized by all necessary corporate action on the part of
      the Company and its  stockholders, and no further approval or
      authorization is required on the part of the Company[insert, if
      applicable: , subject, in each case, to the approvals of the
      Company’s stockholders set forth on Schedule C].
  

              


      

    

    


    
      
        	
              	
                (g)

              	
                The
      Agreement is a valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms, except as the same may
      be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting the enforcement of creditors’ rights
      generally and general equitable principles, regardless of whether such
      enforceability is considered in a proceeding at law or in
      equity;provided, however, such counsel
      need express no opinion with respect to Section 4.5(g) or the severability
      provisions of the Agreement insofar as Section 4.5(g) is
      concerned.

              


      

    

    


    
      
        
          UST
Sequence Number: 82

          Annex
C

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    ANNEX
D

    


    FORM
OF WARRANT

    


    FORM
OF WARRANT TO PURCHASE COMMON STOCK

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

    


    WARRANT

    to
purchase

    521,158

    Shares
of Common Stock

    of
COMMUNITY WEST BANCSHARES

    


    Issue
Date: December 19, 2008

    


    1.            
Definitions.
Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated.

    


    "Affiliate" has the meaning
ascribed to it in the Purchase Agreement.

    


    "Appraisal Procedure" means a
procedure whereby two independent appraisers, one chosen by the Company and one
by the Original Warrantholder, shall mutually agree upon the determinations then
the subject of appraisal. Each party shall deliver a notice to the other
appointing its appraiser within 15 days after the Appraisal Procedure is
invoked. If within 30 days after appointment of the two appraisers they are
unable to agree upon the amount in question, a third independent appraiser shall
be chosen within 10 days thereafter by the mutual consent of such first two
appraisers. The decision of the third appraiser so appointed and chosen shall be
given within 30 days after the selection of such third appraiser. If three
appraisers shall be appointed and the determination of one appraiser is
disparate from the middle determination by more than twice the amount by which
the other determination is disparate from the middle determination, then the
determination of such appraiser shall be excluded, the remaining two
determinations shall be averaged and such average shall be binding and
conclusive upon the Company and the Original Warrantholder; otherwise, the
average of all three determinations shall be binding upon the Company and the
Original Warrantholder. The costs of conducting any Appraisal Procedure shall be
borne by the Company.  

    


    
      
        
          UST
Sequence Number: 82

          Annex
D

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    "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 New York generally 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" has the meaning
ascribed to it in the Purchase Agreement.

    


    "Company" means the Person
whose name, corporate or other organizational form and jurisdiction
of organization is set forth in Item 1 of Schedule A hereto.

    


    "conversion" has the meaning
set forth in Section 13(B).

    


    "convertible securities" has
the meaning set forth in Section 13(B).

    


    "CPP" has the meaning ascribed
to it in the Purchase Agreement.

    


    "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 the
amount set forth in Item 2 of Schedule A hereto. "Expiration Time" has the
meaning set forth in Section 3.

    


    "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 or, with respect to Section 14, as determined by the Original
Warrantholder acting in good faith. For so long as the Original Warrantholder
holds this Warrant or any portion thereof, it may object in writing to the Board
of Director’s calculation of fair market value within 10 days of receipt of
written notice thereof. If the Original Warrantholder and the Company are unable
to agree on fair market value during the 10-day period following the delivery of
the Original Warrantholder’s objection, the Appraisal Procedure may be invoked
by either party to determine Fair Market Value by delivering written
notification thereof not later than the 30th day after delivery of the Original
Warrantholder’s objection.

    


    
      
        
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    "Governmental Entities" has
the meaning ascribed to it in the Purchase Agreement.

    


    "Initial Number" has the
meaning set forth in Section 13(B).

    


    "Issue Date" means the date set
forth in Item 3 of Schedule A hereto.

    


    "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 (i) in the event that any portion of
the Warrant is held by the Original Warrantholder, the fair market value per
share of such security as determined in good faith by the Original Warrantholder
or (ii) in all other circumstances, 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 and certified in a resolution to the
Warrantholder. 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 New York Stock Exchange 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
generally accepted accounting principles 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 the amount set forth in Item 4 of Schedule A hereto,
as adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction. 

    


    
      
        
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    "Original Warrantholder" means
the United States Department of the Treasury. Any actions specified to be taken
by the Original Warrantholder hereunder may only be taken by such Person and not
by any other Warrantholder.  

    


    "Permitted Transactions" has
the meaning set forth in Section 13(B).

    


    "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 13(C).

    


    "Preferred Shares" means the
perpetual preferred stock issued to the Original Warrantholder on the Issue Date
pursuant to the Purchase Agreement.

    


    "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) or (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 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 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.

    


    "Purchase Agreement" means the
Securities Purchase Agreement – Standard Terms incorporated into the Letter
Agreement, dated as of the date set forth in Item 5 of Schedule A hereto, as
amended from time to time, between the Company and the United States Department
of the Treasury (the "Letter
Agreement"), including all annexes and schedules thereto. 

    


    "Qualified Equity Offering"
has the meaning ascribed to it in the Purchase Agreement.

    


    "Regulatory Approvals" with
respect to the Warrantholder, means, to the extent applicable and required to
permit the Warrantholder to exercise this Warrant for shares of Common Stock and
to own such Common Stock without the Warrantholder being in violation of
applicable law, rule or regulation, the receipt of any necessary approvals and
authorizations of, filings and registrations with, notifications to, or
expiration or termination of any applicable waiting period under, the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations thereunder.

    


    "SEC" means the U.S.
Securities and Exchange Commission.  

    


    
      
        
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    "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.

    


    "U.S. GAAP" means United
States generally accepted accounting principles. 

    


    "Warrantholder" has the
meaning set forth in Section 2.

    


    "Warrant" means this Warrant,
issued pursuant to the Purchase Agreement.

    


    2.            
Number of Shares;
Exercise Price. This certifies that, for value received, the United
States Department of the Treasury or its permitted assigns (the "Warrantholder") is entitled,
upon the terms and subject to the conditions hereinafter set forth, to acquire
from the Company, in whole or in part, after the receipt of all applicable
Regulatory Approvals, if any, up to an aggregate of the number of fully paid and
nonassessable shares of Common Stock set forth in Item 6 of Schedule A hereto,
at a purchase price per share of Common Stock equal to the Exercise Price. The
number of shares of Common Stock (the "Shares") and the Exercise
Price are subject to adjustment as provided herein, and all references to
"Common Stock," "Shares" 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, the right to purchase the Shares represented by
this Warrant is exercisable, in whole or in part by the Warrantholder, at any
time or from time to time after the execution and delivery of this Warrant by
the Company on the date hereof, but in no event later than 5:00 p.m., New York
City time on the tenth anniversary of the Issue Date (the "Expiration Time"), by (A) the
surrender of this Warrant and Notice of Exercise annexed hereto, duly completed
and executed on behalf of the Warrantholder, at the principal executive office
of the Company located at the address set forth in Item 7 of Schedule A hereto
(or such other office or agency of the Company in the United States as it may
designate by notice in writing to the Warrantholder at the address of the
Warrantholder appearing on the books of the Company), and (B) payment of the
Exercise Price for the Shares thereby purchased: 

    


    
      
        
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    (i) by
having the Company withhold, from the shares of Common Stock that would
otherwise be delivered to the Warrantholder upon such exercise, shares of Common
stock issuable upon exercise of the Warrant equal in value to the aggregate
Exercise Price as to which this Warrant is so exercised based on the Market
Price of the Common Stock on the trading day on which this Warrant is exercised
and the Notice of Exercise is delivered to the Company pursuant to this Section
3, or

    


    (ii) with
the consent of both the Company and the Warrantholder, by tendering in cash, by
certified or cashier’s check payable to the order of the Company, or by wire
transfer of immediately available funds to an account designated by the
Company.

    


    If the
Warrantholder does not exercise this Warrant in its entirety, the Warrantholder
will be entitled to receive from the Company within a reasonable time, and in
any event not exceeding three business days, a new warrant in substantially
identical form for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this Warrant and the number of Shares as
to which this Warrant is so exercised.  Notwithstanding anything in
this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees
that its exercise of this Warrant for Shares is subject to the condition that
the Warrantholder will have first received any applicable Regulatory
Approvals.

    


    4.            
Issuance of Shares;
Authorization; Listing. Certificates for Shares issued upon exercise of
this Warrant will be issued in such name or names as the Warrantholder may
designate and will be delivered to such named Person or Persons within a
reasonable time, not to exceed three business days after the date on which this
Warrant has been duly exercised in accordance with the terms of this Warrant.
The Company hereby represents and warrants that any Shares issued upon the
exercise of this Warrant 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 the
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 the Warrantholder as of the close of business
on the date on which this Warrant and payment of the Exercise Price are
delivered to the Company in accordance with the terms of this Warrant,
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 reserve and keep available, out of its
authorized but unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, the aggregate number of shares of Common Stock
then issuable upon exercise of this Warrant at any time. The Company will (A)
procure, at its sole expense, the listing of the Shares issuable upon exercise
of this Warrant 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 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.


    


    
      
        
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    5.            
No Fractional Shares
or Scrip. No fractional Shares or scrip representing fractional Shares
shall be issued upon any exercise of this Warrant. In lieu of any fractional
hare to which the Warrantholder would otherwise be entitled, the Warrantholder
shall be entitled to receive a cash payment equal to the Market Price of the
Common Stock on the last trading day preceding the date of exercise less the
pro-rated Exercise Price for such fractional share.  

    


    9.            
No Rights as
Stockholders; Transfer Books. This Warrant does not entitle the
Warrantholder 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 this Warrant in any manner which
interferes with the timely exercise of this Warrant.  

    


    10.          
Charges, Taxes and
Expenses. Issuance of certificates for Shares to the Warrantholder upon
the exercise of this Warrant 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 certificates, all of which taxes and expenses shall be paid by
the Company. 

    


    11.          
Transfer/Assignment.


    


    (A)          Subject
to compliance with clause (B) of this Section 8, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the books of the Company
by the registered holder hereof in person or by duly authorized attorney, and a
new warrant shall be made and delivered by the Company, of the same tenor and
date as this Warrant but registered in the name of one or more transferees, upon
surrender of this Warrant, duly endorsed, to the office or agency of the Company
described in Section 3. All expenses (other than stock transfer taxes) and other
charges payable in connection with the preparation, execution and delivery of
the new warrants pursuant to this Section 8 shall be paid by the
Company.

    


    (B)          
The transfer of the Warrant and the Shares issued upon exercise of the Warrant
re subject to the restrictions set forth in Section 4.4 of the Purchase
Agreement. If and for so long as required by the Purchase Agreement, this
Warrant shall contain the legends as set forth in Sections 4.2(a) and 4.2(b) of
the Purchase Agreement.

    


    9.            
Exchange and Registry
of Warrant. This Warrant is exchangeable, upon the surrender hereof by
the Warrantholder to the Company, for a new warrant or warrants of like tenor
and representing the right to purchase the same aggregate number of Shares. The
Company shall maintain a registry showing the name and address of the
Warrantholder as the registered holder of this Warrant. This Warrant may be
surrendered for exchange or exercise in accordance with its terms, at the office
of the Company, 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. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in the case of any such loss, theft or
destruction, upon receipt of a bond, indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company shall make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of
like tenor and representing the right to purchase the same aggregate number of
Shares as provided for in such lost, stolen, destroyed or mutilated
Warrant.

    


    
      
        
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    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.          
Rule 144
Information. The Company covenants that it will use its reasonable best
efforts to timely file all reports and other documents required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
promulgated by the SEC thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any Warrantholder, make publicly
available such information as necessary to permit sales pursuant to Rule 144
under the Securities Act), and it will use reasonable best efforts to take such
further action as any Warrantholder may reasonably request, in each case to the
extent required from time to time to enable such holder to, if permitted by the
terms of this Warrant and the Purchase Agreement, sell this Warrant without
registration under the Securities Act within the limitation of the exemptions
provided by (A) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (B) any successor rule or regulation hereafter adopted by
the SEC. Upon the written request of any Warrantholder, the Company will deliver
to such Warrantholder a written statement that it has complied with such
requirements.

    


    13.          
Adjustments and
Other Rights. The Exercise Price and the number of Shares issuable upon
exercise of this Warrant shall be subject to adjustment from time to time as
follows; provided, that
if more than one subsection of this Section 13 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 13 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 number
of Shares issuable upon exercise of this Warrant 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
Warrantholder after such date shall be entitled to purchase the number of shares
of Common Stock which such holder would have owned or been entitled to receive
in respect of the shares of Common Stock subject to this Warrant after such date
had this Warrant been exercised immediately prior to such date. In such event,
the Exercise Price in effect at the time of the record date for such dividend or
distribution or the effective date of such subdivision, combination or
reclassification shall be adjusted to the number obtained by dividing (x) the
product of (1) the number of Shares issuable upon the exercise of this Warrant
before such adjustment and (2) the Exercise Price in effect immediately prior to
the record or effective date, as the case may be, for the dividend,
distribution, subdivision, combination or reclassification giving rise to this
adjustment by (y) the new number of Shares issuable upon exercise of the Warrant
determined pursuant to the immediately preceding sentence. 

    


    
      
        
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    (B)          
Certain Issuances of
Common Shares or Convertible Securities. Until the earlier of (i) the
date on which the Original Warrantholder no longer holds this Warrant or any
portion thereof and (ii) the third anniversary of the Issue Date, if the Company
shall issue shares of Common Stock (or rights or warrants or other securities
exercisable or convertible into or exchangeable (collectively, a "conversion") for shares of
Common Stock) (collectively, "convertible securities")
(other than in Permitted Transactions (as defined below) or a transaction to
which subsection (A) of this Section 13 is applicable) without consideration or
at a consideration per share (or having a conversion price per share) that is
less than 90% of the Market Price on the last trading day preceding the date of
the agreement on pricing such shares (or such convertible securities) then, in
such event:

    


    (A) the
number of Shares issuable upon the exercise of this Warrant immediately prior to
the date of the agreement on pricing of such shares (or of such convertible
securities) (the "Initial
Number") shall be increased to the number obtained by multiplying the
Initial Number by a fraction (A) the numerator of which shall be the sum of (x)
the number of shares of Common Stock of the Company outstanding on such date and
(y) the number of additional shares of Common Stock issued (or into which
convertible securities may be exercised or convert) and (B) the denominator of
which shall be the sum of (I) the number of shares of Common Stock outstanding
on such date and (II) the number of shares of Common Stock which the aggregate
consideration receivable by the Company for the total number of shares of Common
Stock so issued (or into which convertible securities may be exercised or
convert) would purchase at the Market Price on the last trading day preceding
the date of the agreement on pricing such shares (or such convertible
securities); and

    


    (B) the
Exercise Price payable upon exercise of the Warrant shall be adjusted by
multiplying such Exercise Price in effect immediately prior to the date of the
agreement on pricing of such shares (or of such convertible securities) by a
fraction, the numerator of which shall be the number of shares of Common Stock
issuable upon exercise of this Warrant prior to such date and the denominator of
which shall be the number of shares of Common Stock issuable upon exercise of
this Warrant immediately after the adjustment described in clause (A)
above.

    


    For
purposes of the foregoing, the aggregate consideration receivable by the Company
in connection with the issuance of such shares of Common Stock or convertible
securities shall be deemed to be equal to the sum of the net offering price
(including the Fair Market Value of any non-cash consideration and after
deduction of any related expenses payable to third parties) of all such
securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such convertible securities into shares of Common Stock; and
"Permitted
Transactions" shall mean issuances (i) as consideration for or to fund
the acquisition of businesses and/or related assets, (ii) in connection with
employee benefit plans and compensation related arrangements in the ordinary
course and consistent with past practice approved by the Board of Directors,
(iii) in connection with a public or broadly marketed offering and sale of
Common Stock or convertible securities for cash conducted by the Company or its
affiliates pursuant to registration under the Securities Act or Rule 144A
thereunder on a basis consistent with capital raising transactions by comparable
financial institutions and (iv) in connection with the exercise of preemptive
rights on terms existing as of the Issue Date. Any adjustment made pursuant to
this Section 13(B) shall become effective immediately upon the date of such
issuance. 

    


    
      
        
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    (C)          
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 13(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 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 number of Shares issuable upon
the exercise of this Warrant shall be increased to the number obtained by
dividing (x) the product of (1) the number of Shares issuable upon the exercise
of this Warrant before such adjustment, and (2) the Exercise Price in effect
immediately prior to the distribution giving rise to this adjustment by (y) the
new Exercise Price determined in accordance with the immediately preceding
sentence. 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 number of Shares
issuable upon exercise of this Warrant 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 that would then be in effect
and the number of Shares that would then be issuable upon exercise of this
Warrant if such record date had not been fixed.

    


    (D)          
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 number of shares of Common Stock
issuable upon the exercise of this Warrant shall be increased to the number
obtained by dividing (x) the product of (1) the number of Shares issuable upon
the exercise of this Warrant before such adjustment, and (2) the Exercise Price
in effect immediately prior to the Pro Rata Repurchase giving rise to this
adjustment 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 number of Shares issuable upon exercise of
this Warrant shall be made pursuant to this Section 13(D).

    


    
      
        
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    (E)          
Business
Combinations. In case of any Business Combination or reclassification of
Common Stock (other than a reclassification of Common Stock referred to in
Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of
this Warrant shall be converted into the right to exercise this 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 this 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 the
Warrantholder’s right to exercise this 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 this 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 the 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).

    


    (F)          
Rounding of
Calculations; Minimum Adjustments. All calculations under this Section 13
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 13 to the contrary notwithstanding, no adjustment in the Exercise Price
or the number of Shares into which this Warrant is exercisable 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.  

    


    (G)          
Timing of
Issuance of Additional Common Stock Upon Certain Adjustments. In any case
in which the provisions of this Section 13 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 the Warrantholder of
this Warrant 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, however, 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.

    


    
      
        
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          Annex
D

           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    (H)          
Completion of
Qualified Equity Offering. In the event the Company (or any successor by
Business Combination) completes one or more Qualified Equity Offerings on or
prior to December 31, 2009 that result in the Company (or any such successor )
receiving aggregate gross proceeds of not less than 100% of the aggregate
liquidation preference of the Preferred Shares (and any preferred stock issued
by any such successor to the Original Warrantholder under the CPP), the number
of shares of Common Stock underlying the portion of this Warrant then held by
the Original Warrantholder shall be thereafter reduced by a number of shares of
Common Stock equal to the product of (i) 0.5 and (ii) the number of shares
underlying the Warrant on the Issue Date (adjusted to take into account all
other theretofore made adjustments pursuant to this Section 13).

    


    (I)          
Other Events.
For so long as the Original Warrantholder holds this Warrant or any portion
thereof, if any event occurs as to which the provisions of this Section 13 are
not strictly applicable or, if strictly applicable, would not, in the good faith
judgment of the Board of Directors of the Company, fairly and adequately protect
the purchase rights of the Warrants in accordance with the essential intent and
principles of such provisions, then the Board of Directors shall make such
adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board of Directors, to protect such purchase rights as
aforesaid. The Exercise Price or the number of Shares into which this Warrant is
exercisable shall not 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.

    


    (J)          
Statement Regarding
Adjustments. Whenever the Exercise Price or the number of Shares into
which this Warrant is exercisable shall be adjusted as provided in Section 13,
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 number of Shares into which
this Warrant shall be exercisable after such adjustment, and the Company shall
also cause a copy of such statement to be sent by mail, first class postage
prepaid, to each Warrantholder at the address appearing in the Company’s
records.

    


    (K)          
Notice of Adjustment
Event. In the event that the Company shall propose to take any action of
the type described in this Section 13 (but only if the action of the type
described in this Section 13 would result in an adjustment in the Exercise Price
or the number of Shares into which this Warrant is exercisable or a change in
the type of securities or property to be delivered upon exercise of this
Warrant), the Company shall give notice to the Warrantholder, in the manner set
forth in Section 13(J), 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 this 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.

    


    
      
        
          UST
Sequence Number: 82

          Annex
D

           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (L)          
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 13, the
Company shall take any action which may be necessary, including obtaining
regulatory, New York Stock Exchange, NASDAQ Stock Market or other applicable
national securities exchange or stockholder approvals or exemptions, in order
that the Company may thereafter validly and legally issue as fully paid and
nonassessable all shares of Common Stock that the Warrantholder is entitled to
receive upon exercise of this Warrant pursuant to this Section 13.

    


    (M)          
Adjustment
Rules. Any adjustments pursuant to this Section 13 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.  

    


    14.          
Exchange. At
any time following the date on which the shares of Common Stock of the Company
are no longer listed or admitted to trading on a national securities exchange
(other than in connection with any Business Combination), the Original
Warrantholder may cause the Company to exchange all or a portion of this Warrant
for an economic interest (to be determined by the Original Warrantholder after
consultation with the Company) of the Company classified as permanent equity
under U.S. GAAP having a value equal to the Fair Market Value of the portion of
the Warrant so exchanged. The Original Warrantholder shall calculate any Fair
Market Value required to be calculated pursuant to this Section 14, which shall
not be subject to the Appraisal Procedure.  

    


    15.          
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 and in taking of all such action as may be
necessary or appropriate in order to protect the rights of the Warrantholder.


    


    16.          
Governing Law.
This Warrant will be governed
by and construed in accordance with the federal law of the United States if and
to the extent such law is applicable, and otherwise in accordance with the laws
of the State of New York applicable to contracts made and to be performed
entirely within such State. Each of the Company and the Warrantholder agrees (a)
to submit to the exclusive jurisdiction and venue of the United States District
Court for the District of Columbia for any civil action, suit or proceeding
arising out of or relating to this Warrant or the transactions contemplated
hereby, and (b) that notice may be served upon the Company at the address in
Section 20 below and upon the Warrantholder at the address for the Warrantholder
set forth in the registry maintained by the Company pursuant to Section 9
hereof. To the extent permitted by applicable law, each of the Company and the
Warrantholder hereby unconditionally waives trial by jury in any civil legal
action or proceeding relating to the Warrant or the transactions contemplated
hereby or thereby. 

    


    
      
        
          UST
Sequence Number: 82

          Annex
D

           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    17.          
Binding Effect.
This Warrant shall be binding upon any successors or assigns of the
Company.

    


    18.          
Amendments.  This
Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Company and the
Warrantholder.  

    


    19          
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
this Warrant, 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.  

    


    20.          
Notices.
Any notice, request, instruction or other document to be given hereunder by any
party to the other will be in writing and will be deemed to have been duly given
(a) on the date of delivery if delivered personally, or by facsimile, upon
confirmation of receipt, or (b) on the second business day following the date of
dispatch if delivered by a recognized next day courier service. All notices
hereunder shall be delivered as set forth in Item 8 of Schedule A hereto, or
pursuant to such other instructions as may be designated in writing by the party
to receive such notice. 

    


    21.          
Entire
Agreement. This Warrant, the forms attached hereto and Schedule A hereto
(the terms of which are incorporated by reference herein), and the Letter
Agreement (including all documents incorporated therein), contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or undertakings with
respect thereto.

    


    


    [Remainder
of page intentionally left blank]

    


    
      
        
          UST
Sequence Number: 82

          Annex
D

           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    [Form
of Notice of Exercise]

    Date:
_________

    


    TO: [Company]

    


    RE:
Election to Purchase Common Stock

    


    


    The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase the number of shares of the Common
Stock set forth below covered by such Warrant. The undersigned, in accordance
with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price
for such shares of Common Stock in the manner set forth below. A new warrant
evidencing the remaining shares of Common Stock covered by such Warrant, but not
yet subscribed for and purchased, if any, should be issued in the name set forth
below.

    


    Number of
Shares of Common Stock _________________________________.

    


    Method of
Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) of
the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with
consent of the Company and the Warrantholder)

     

                                                                    
______________________

    


    Aggregate
Exercise
Price:                   
______________________

    


    


    
      
        
          
            
              
                
                  	 
      	
                          Holder:

                        	 	 
	 
      	
                          By:

                        	 	 
	 
      	
                          Name:

                        	 	 
	 
      	
                          Title:

                        	 	 


                

              

            

          

        

      

    

    


    
      
        
          UST
Sequence Number: 82

          Annex
D

           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
a duly
authorized officer.

    


    


    Dated:
December 19,
2008

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              COMPANY:
      COMMUNITY WEST BANCSHARES

                            
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                              By:

                            	 	 
      
	 
      	
                               
      

                            	Name: 
      	
                              Lynda
      Nahra 

                            
	 
      	
                               
      

                            	Title: 
      	
                              President
      and Chief Executive Officer 

                            
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                              Attest:

                            
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                              By:

                            	/s/ John D. Illgen
	 
      	
                              Name:

                            	John
      D. Illgen
	 
      	
                              Title:

                            	Secretary


                    

                  

                

              

            

          

        

      

    

    


    


    [Signature
Page to Warrant]

    


    
      
        
          UST
Sequence Number: 82

          Annex
D

           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
A

    


    Item 1

    Name:  Community West
Bancshares

    Corporate
or other organizational form:  corporation

    Jurisdiction
of organization:  California

    


    Item 2

    Exercise
Price: 1   $4.49

    


    Item 3

    Issue
Date:  December 19,
2008

    


    Item 4

    Amount of
last dividend declared prior to the Issue Date:  $.06 per share of Common Stock was
paid on May 15, 2008

    


    Item 5

    Date of
Letter Agreement between the Company and the United States Department of the
Treasury:  December 19, 2008

    


    Item 6

    Number of
shares of Common Stock:  521,158

    


    Item 7

    
      
        	
                Company’s
      address:

              	
                445 Pine
      Avenue

              


      

    

    Goleta,
California  93117

    


    Item 8

    
      
        	
                Notice
      information:

              	
                Lynda J.
      Nahra

              


      

    

    President
and Chief Executive Officer

    Community
West Bancshares

    445
Pine Avenue

    Goleta,
California  93117

    


    


    _____________________

    


    1 Initial
exercise price to be calculated based on the average of closing prices of the
Common Stock on the 20 trading days ending on the last trading day prior to the
date the Company’s application for participation in the Capital Purchase Program
was approved by the United States Department of the Treasury.

    


    
      
        
          UST
Sequence Number: 82

          Schedule
A

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
A

    


    ADDITIONAL
TERMS AND CONDITIONS

    


    Company
Information:

    


    Name of
the Company:  Community West
Bancshares

    


    Corporate
or other organizational form:  corporation

    


    Jurisdiction
of Organization:  California

    


    
      	
              Appropriate
      Federal Banking Agency:

            	
              Board of Governors Federal
      Reserve System/Office of Comptroller of the
  Currency

            


    

    


    Notice
Information:

    


    Lynda
Nahra

    President
and Chief Executive Officer

    Community
West Bancshares

    445
Pine Avenue

    Goleta,
California  93117

    


    


    Terms of
the Purchase:

    


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

    


    Per Share
Liquidation Preference of Preferred Stock:  $1,000.00

    


    Number of
Shares of Preferred Stock Purchased:  15,600

    


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

    


    Number of
Initial Warrant Shares:  521,158

    


    Exercise
Price of the Warrant:  $4.49

    


    Purchase
Price:  $15,600,000.00

    


    
      
        
          UST
Sequence Number: 82

          Schedule
A

           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    Closing:

    


    
      Location
of Closing:  Telephonic

    

    


    Time of
Closing: 11:00
a.m.  EST

    


    Date of
Closing:  December
19, 2008

    


    
      	
              Wire Information for
      Closing:

            	
              ABA
      Number:  122241802

            


    

    Bank:  Community
West Bank

    Account Name: Community West
Bank

    Account
Number:  1514733

    Beneficiary:  Community
West Bancshares

    
      	
            	
              Attention: 

            	
              Charles
      Baltuskonis

            


    

    CBaltuskonis@communitywestbank.com

    (805)
692-4409

    


    
      
        
          UST
Sequence Number: 82

          Schedule
A

           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
B

    


    CAPITALIZATION

    


    


    Capitalization
Date:  November 30,
2008

    


    


    Common
Stock

    


    Par
value:  none

    


    Total
Authorized:  10,000,0001

    


    Outstanding:  5,915,130

    


    Subject
to warrants, options, convertible securities, etc.:  501,125

    


    Reserved
for benefit plans and other issuances:  331,600

    


    Remaining
authorized but unissued:  3,252,145

    


    Shares
issued after Capitalization Date

    (other
than pursuant to warrants, options,

    convertible
securities, etc. as set forth

    above):  5,915,130

    


    Preferred
Stock

    


    Par
value:  NONE
AUTHORIZED1

    


    Total
Authorized:

    


    Outstanding
(by series):

    


    Reserved
for issuance:

    


    Remaining
authorized but unissued:

    


    __________________________

    1
Effective December 12, 2008, after having received the requisite shareholder and
Board of Directors' approval, the Company's Articles of Incorporation were
amended to authorizing 10,000,000 shares of Common Stock, no par value and
10,000,000 of Serial Preferred Stock.  In addition effective December
12, 2008, a Certificate of Determination was filed with the California Secretary
of State authorizing 15,600 shares of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, no par value, in furtherance of the Letter
Agreement.

    


    
      
        
          UST
Sequence Number: 82

          Schedule
B

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
C

    


    REQUIRED STOCKHOLDER
APPROVALS

    


    


    
      
        
          
            
              	 
      	 
      	
                      Required1

                    	 
      	
                      % Vote Required

                    
	 
      	 
      	 
      	 
      	 
      
	
                      Warrants -- Common Stock
      Issuance

                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                      Charter
      Amendment

                    	 
      	
                      Common
      Stock

                    	 
      	
                      50.1%

                    
	 
      	 
      	 
      	 
      	 
      
	
                      Stock
      Exchange Rules

                    	 
      	 
      	 
      	 
      


            

          

        

      

    

    


    


    If no
stockholder approvals are required, please so indicate by checking the
box:   £.

    


    


    __________________________

    1 If
stockholder approval is required, indicate applicable class/series of capital
stock that are required to vote.

    


    
      
        
          UST
Sequence Number: 82

          Schedule
C

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
D

    


    LITIGATION

    


    List any
exceptions to the representation and warranty in Section 2.2(l) of the
Securities Purchase
Agreement – Standard Terms.

    


    


    If none,
please so indicate by checking the box: : T.

    


    
      
        
          UST
Sequence Number: 82

          Schedule
D

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
E

    


    COMPLIANCE WITH
LAWS

    


    List any
exceptions to the representation and warranty in the second sentence of Section
2.2(m) of the
Securities Purchase Agreement – Standard Terms.

    


    


    If none,
please so indicate by checking the box: : T.

    


    


    List any
exceptions to the representation and warranty in the last sentence of Section
2.2(m) of the
Securities Purchase Agreement – Standard Terms.

    


    


    If none,
please so indicate by checking the box: : T.

    


    
      
        
          UST
Sequence Number: 82

          Schedule
E

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
F

    


    REGULATORY
AGREEMENTS

    


    


    List any
exceptions to the representation and warranty in Section 2.2(s) of the
Securities Purchase
Agreement – Standard Terms.

    


    


    If none,
please so indicate by checking the box: : T.

    UST Sequence Number:
82

    Schedule F

     

    1