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  Except to the extent supplemented or superseded by the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.
    

    
      * * *
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

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



    

    
    	
           
        	
          
             
          

        	
          
            UNITED STATES DEPARTMENT OF THE TREASURY
          

        
	
          
             
          

        	

        	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	

        	

        	
           
        
	
          
             
          

        	

        	
          
            By:
          

        	
          
            /s/ Neel Kashkari
          

        	

        
	

        	

        	

        	
          
            Name:
          

        	
          
            Neel Kashkari
          

        	

        
	

        	

        	

        	
          
            Title:
          

        	
          
            Interim Assistant Secretary for
          

        	

        
	

        	

        	

        	

        	
          
            Financial Stability
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            COMPANY: EMCLAIRE FINANCIAL CORP.
          

        	

        
	

        	

        	
          
             
          

        	

        	
          
             
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	
          
            /s/ David L. Cox
          

        	

        
	

        	

        	

        	
          
            Name:
          

        	
          
            David L. Cox
          

        	

        
	

        	

        	

        	
          
            Title:
          

        	
          
            Chairman, President and Chief
          

        	

        
	

        	

        	

        	

        	
          
            Executive Officer
          

        	

        


    

    
      

      

      Date: December 23, 2008
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      EXHIBIT A





    

    



    
      

      

      

      

      SECURITIES PURCHASE AGREEMENT
    

    
      

      STANDARD TERMS





    

    



    

    

    
      

      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          
            TABLE OF CONTENTS
          

        
	
           
        
	
          
            Page
          

        
	
           
        
	
          Article I
        
	

        	

        	
           
        
	
          Purchase; Closing
        
	

        	

        	
           
        
	
          1.1
        	
          Purchase
        	
          2
        
	
          1.2
        	
          Closing
        	
          2
        
	
          1.3
        	
          Interpretation
        	
          4
        
	

        	

        	
           
        
	
          Article II
        
	

        	

        	
           
        
	
          Representations and Warranties
        
	

        	

        	
           
        
	
          2.1
        	
          Disclosure
        	
          4
        
	
          2.2
        	
          Representations and Warranties of the Company
        	
          5
        
	

        	

        	
           
        
	
          Article III
        
	

        	

        	
           
        
	
          Covenants
        
	

        	

        	
           
        
	
          3.1
        	
          Commercially Reasonable Efforts
        	
          13
        
	
          3.2
        	
          Expenses
        	
          14
        
	
          3.3
        	
          Sufficiency of Authorized Common Stock; Exchange Listing
        	
          15
        
	
          3.4
        	
          Certain Notifications Until Closing
        	
          15
        
	
          3.5
        	
          Access, Information and Confidentiality
        	
          15
        
	

        	

        	
           
        
	
          Article IV
        
	

        	

        	
           
        
	
          Additional Agreements
        
	

        	

        	
           
        
	
          4.1
        	
          Purchase for Investment
        	
          16
        
	
          4.2
        	
          Legends
        	
          16
        
	
          4.3
        	
          Certain Transactions
        	
          18
        
	
          4.4
        	
          Transfer of Purchased Securities and Warrant Shares; Restrictions on
          Exercise of the Warrant
        	
          18
        
	
          4.5
        	
          Registration Rights
        	
          19
        
	
          4.6
        	
          Voting of Warrant Shares
        	
          31
        
	
          4.7
        	
          Depositary Shares
        	
          31
        
	
          4.8
        	
          Restriction on Dividends and Repurchases
        	
          31
        
	
          4.9
        	
          Repurchase of Investor Securities
        	
          33
        
	
          
            4.10
          

        	
          Executive Compensation
        	
          34
        
	

        	

        	
           
        


    

    
      
        

        

      

      
        
          - i -
        

        
          


        

      

      
        

        

      

    

    
    	
          Article V
        
	

        	

        	
           
        
	
          Miscellaneous
        
	

        	

        	
           
        
	
          5.1
        	
          Termination
        	
          34
        
	
          5.2
        	
          Survival of Representations and Warranties
        	
          35
        
	
          5.3
        	
          Amendment
        	
          35
        
	
          5.4
        	
          Waiver of Conditions
        	
          35
        
	
          5.5
        	
          
            Governing Law: Submission to Jurisdiction, Etc
          

        	
          35
        
	
          5.6
        	
          Notices
        	
          35
        
	
          5.7
        	
          Definitions
        	
          36
        
	
          5.8
        	
          Assignment
        	
          36
        
	
          5.9
        	
          Severability
        	
          36
        
	
          
            5.10
          

        	
          No Third Party Beneficiaries
        	
          37
        


    

    
      
        

        

      

      
        
          - ii -
        

        
          


        

      

      
        

        

      

    

    
      LIST OF ANNEXES
    

    
      ANNEX A:  FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK
    

    
      ANNEX B:  FORM OF WAIVER
    

    
      ANNEX C:  FORM OF OPINION
    

    
      ANNEX D:  FORM OF WARRANT
    

    
      
        

        

      

      
        
          - iii -
        

        
          


        

      

      
        

        

      

    

    
      INDEX OF DEFINED TERMS
    

    
    	
          Term
        	
           
        	
          Location of Definition
        
	
          
            Affiliate
          

        	

        	
          
            5.7(b)
          

        
	
          Agreement
        	

        	
          Recitals
        
	
          Appraisal Procedure
        	

        	
          4.9(c)(i)
        
	
          Appropriate Federal Banking Agency
        	

        	
          2.2(s)
        
	
          Bankruptcy Exceptions
        	

        	
          2.2(d)
        
	
          Benefit Plans
        	

        	
          1.2(d)(iv)
        
	
          Board of Directors
        	

        	
          2.2(f)
        
	
          Business Combination
        	

        	
          4.4
        
	
          business day
        	

        	
          1.3
        
	
          Capitalization Date
        	

        	
          2.2(b)
        
	
          Certificate of Designations
        	

        	
          1.2(d)(iii)
        
	
          Charter
        	

        	
          1.2(d)(iii)
        
	
          Closing
        	

        	
          1.2(a)
        
	
          Closing Date
        	

        	
          1.2(a)
        
	
          Code
        	

        	
          2.2(n)
        
	
          Common Stock
        	

        	
          Recitals
        
	
          Company
        	

        	
          Recitals
        
	
          Company Financial Statements
        	

        	
          2.2(h)
        
	
          Company Material Adverse Effect
        	

        	
          2.1(a)
        
	
          Company Reports
        	

        	
          2.2(i)(i)
        
	
          Company Subsidiary; Company Subsidiaries
        	

        	
          2.2(i)(i)
        
	
          control; controlled by; under common control with
        	

        	
          5.7(b)
        
	
          Controlled Group
        	

        	
          2.2(n)
        
	
          CPP
        	

        	
          Recitals
        
	
          EESA
        	

        	
          1.2(d)(iv)
        
	
          ERISA
        	

        	
          2.2(n)
        
	
          Exchange Act
        	

        	
          2.1(b)
        
	
          Fair Market Value
        	

        	
          4.9(c)(ii)
        
	
          GAAP
        	

        	
          2.1(a)
        
	
          Governmental Entities
        	

        	
          1.2(c)
        
	
          Holder
        	

        	
          4.5(k)(i)
        
	
          Holders’ Counsel
        	

        	
          4.5(k)(ii)
        
	
          Indemnitee
        	

        	
          4.5(g)(i)
        
	
          Information
        	

        	
          3.5(b)
        
	
          Initial Warrant Shares
        	

        	
          Recitals
        
	
          Investor
        	

        	
          Recitals
        
	
          Junior Stock
        	

        	
          4.8(c)
        
	
          knowledge of the Company; Company’s knowledge
        	

        	
          5.7(c)
        
	
          Last Fiscal Year
        	

        	
          2.1(b)
        
	
          Letter Agreement
        	

        	
          Recitals
        
	
          officers
        	

        	
          5.7(c)
        
	
          Parity Stock
        	

        	
          4.8(c)
        
	
          Pending Underwritten Offering
        	

        	
          4.5(l)
        


    

    
      
        

        

      

      
        
          - iv -
        

        
          


        

      

      
        

        

      

    

    
    	
          
            Permitted Repurchases
          

        	
           
        	
          
            4.8(a)(ii)
          

        
	
          Piggyback Registration
        	

        	
          4.5(a)(iv)
        
	
          Plan
        	

        	
          2.2(n)
        
	
          Preferred Shares
        	

        	
          Recitals
        
	
          Preferred Stock
        	

        	
          Recitals
        
	
          Previously Disclosed
        	

        	
          2.1(b)
        
	
          Proprietary Rights
        	

        	
          2.2(u)
        
	
          Purchase
        	

        	
          Recitals
        
	
          Purchase Price
        	

        	
          1.1
        
	
          Purchased Securities
        	

        	
          Recitals
        
	
          Qualified Equity Offering
        	

        	
          4.4
        
	
          register; registered; registration
        	

        	
          4.5(k)(iii)
        
	
          Registrable Securities
        	

        	
          4.5(k)(iv)
        
	
          Registration Expenses
        	

        	
          4.5(k)(v)
        
	
          Regulatory Agreement
        	

        	
          2.2(s)
        
	
          Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415
        	

        	
          4.5(k)(vi)
        
	
          Schedules
        	

        	
          Recitals
        
	
          SEC
        	

        	
          2.1(b)
        
	
          Securities Act
        	

        	
          2.2(a)
        
	
          Selling Expenses
        	

        	
          4.5(k)(vii)
        
	
          Senior Executive Officers
        	

        	
          4.10
        
	
          Share Dilution Amount
        	

        	
          4.8(a)(ii)
        
	
          Shelf Registration Statement
        	

        	
          4.5(a)(ii)
        
	
          Signing Date
        	

        	
          2.1(a)
        
	
          Special Registration
        	

        	
          4.5(i)
        
	
          Stockholder Proposals
        	

        	
          3.1(b)
        
	
          subsidiary
        	

        	
          5.7(a)
        
	
          Tax; Taxes
        	

        	
          2.2(o)
        
	
          Transfer
        	

        	
          4.4
        
	
          Warrant
        	

        	
          Recitals
        
	
          Warrant Shares
        	

        	
          2.2(d)
        


    

    
      
        

        

      

      
        
          - v -
        

        
          


        

      

      
        

        

      

    

    
      SECURITIES PURCHASE AGREEMENT – STANDARD TERMS
    

    
      Recitals:
    

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

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

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

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

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

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

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

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Article I
Purchase; Closing
    

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

    
             1.2  Closing.  
    

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    
              (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.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
             (g)  No Company
      Material Adverse Effect.  Except as set forth on Schedule
      G, 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-K with the SEC prior to the Signing Date, no fact,
      circumstance, event, change, occurrence, condition or development has
      occurred that, individually or in the aggregate, has had or would
      reasonably be expected to have a Company Material Adverse Effect.
    

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

    
             (i)  Reports.
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
                (ii)  The records, systems, controls, data and information of
      the Company and the Company Subsidiaries are recorded, stored,
      maintained and operated under means (including any electronic,
      mechanical or photographic process, whether computerized or not) that
      are under the exclusive ownership and direct control of the Company or
      the 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 13a-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.  
    

    
             (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.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    
      Article III
Covenants
    

    
      3.1  Commercially Reasonable Efforts.  
    

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      3.3  Sufficiency of Authorized Common Stock; Exchange
      Listing.  
    

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

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

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

    
      3.5  Access, Information and Confidentiality.  
    

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

    
      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:
    

    
      “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.
    

    
      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.
    

    
                (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.
    

    
                (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.
    

    
             (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.
    

    
                (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.
    

    
               (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.
    

    
                (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.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
             (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 159A) a “free writing prospectus” (as defined in Rule
      405) that was not authorized in writing by the Company.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    
      4.8  Restriction on Dividends and Repurchases.  
    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      4.9  Repurchase of Investor Securities.  
    

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
             (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.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      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.  
    

    
      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.
    

    
      * * *
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SCHEDULE A
    

    
      ADDITIONAL TERMS AND CONDITIONS
    

    
      Company Information:
    

    
      Name of the Company:  Emclaire Financial Corp.
    

    
      Corporate or other organizational form:  Corporation
    

    
      Jurisdiction of Organization:  Pennsylvania
    

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

    
      Notice Information:
    

    
      Emclaire Financial Corp.
612 Main Street,
Emlenton,
      Pennsylvania  16373
Attention: William C. Marsh, Chief
      Financial Officer and Treasurer
Facsimile: (724) 867-9326
    

    
      Terms of the Purchase:
    

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

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

    
      Number of Shares of Preferred Stock Purchased: 7,500
    

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

    
      Number of Initial Warrant Shares:  50,111
    

    
      Exercise Price of the Warrant:  $22.45 per share
    

    
      Purchase Price:  $7,500,000
    

    
      Closing:
    

    
      Location of Closing:  
    

    
      Squire, Sanders & Dempsey L.L.P.
221 E. Fourth Street, Suite 2900
Cincinnati,
      Ohio 45202
    

    
      Time of Closing: 10:00 a.m. Eastern Standard Time
    

    
      Date of Closing: December 23, 2008
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          Wire Information for Closing:
        	
          
            ABA Number:
          

        
	

        	
          
            Bank:
          

        
	

        	
          
            Account Name:
          

        
	

        	
          
            Account Number:
          

        
	

        	
          
            Beneficiary: