ex10_1.htm


    
      

    

    
      EXHIBIT 10.1

    

    
      


    

    
      UNITED
STATES DEPARTMENT OF THE TREASURY

    

    
      1500
PENNSYLVANIA AVENUE, NW

    

    
      WASHINGTON,
D.C. 20220

    

    
      


    

    
      


    

    
      Dear
Ladies and Gentlemen:

    

    
      


    

    
      This
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supplemented or superseded by the terms set forth herein or in the Schedules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:

                              	 
      	 
	 
      	
                                Name:

                              	 
      	 
	 
      	
                                Title:

                              	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                COMPANY:
      COLONY BANKCORJP, INC.

                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                By:

                              	
                                /s/
      Terry L. Hester

                              	 
	 
      	
                                Name:

                              	
                                Terry L. Hester

                              	 
	 
      	
                                Title:

                              	
                                Executive
      Vice-President and Chief Financial Officer

                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                Date: 
      ___________________________

                              	 
      	 


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      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 Kashkarl

                                	 
	 
      	
                                  Name:

                                	
                                  Neel
      Kashkarl

                                	 
	 
      	
                                  Title:

                                	
                                  Interim
      Assistant Secretary For Financial Stability

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  COMPANY:
      COLONY BANKCORJP, INC.

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Terry L. Hester

                                	 
	 
      	
                                  Name:

                                	
                                  Terry L. Hester

                                	 
	 
      	
                                  Title:

                                	
                                  Executive
      Vice-President and Chief Financial Officer

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	Date:
      January 9, 2009	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    


    SECURITIES PURCHASE
AGREEMENT

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      EXHIBIT
A

       

       

    

    
      
        
          

        



    

    
      


    

    SECURITIES
PURCHASE AGREEMENT

    


    STANDARD
TERMS

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      TABLE
OF CONTENTS

    

    
      


    

    
      	 
      	 	 
      	
              
                Page

              

            
	 
      	 	 
      	 
      
	 
      	 	
              
                Article
      I

              

            	 
      
	 
      	 	 
      	 
      
	 
      	 	
              
                Purchase;
      Closing

              

            	 
      
	
              
                1.1

              

            	 	
              
                Purchase

              

            	
              
                1

              

            
	
              
                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

              

            	
              
                14

              

            
	
              
                3.4

              

            	 	
              
                Certain
      Notifications Until Closing

              

            	
              
                15

              

            
	
              
                3.5

              

            	 	
              
                Access,
      Information and Confidentiality

              

            	
              
                15

              

            
	 
      	 	 
      	 
      
	 
      	 	
              
                Article
      IV

              

            	 
      
	 
      	 	 
      	 
      
	 
      	 	
              
                Additional
      Agreements

              

            	 
      
	 
      	 	 
      	 
      
	
              
                4.1

              

            	 	
              
                Purchase
      for Investments

              

            	
              
                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

              

            	
              
                30

              

            
	
              
                4.7

              

            	 	
              
                Depositary
      Shares

              

            	
              
                31

              

            
	
              
                4.8

              

            	 	
              
                Restriction
      on Dividends and Repurchases

              

            	
              
                31

              

            
	
              
                4.9

              

            	 	
              
                Repurchase
      of Investor Securities

              

            	
              
                32

              

            
	
              
                4.10

              

            	 	
              
                Executive
      Compensation

              

            	
              
                33

              

            
	
              
                4.11

              

            	 	
              
                Bank
      and Thrift Holding Company Status

              

            	
              
                33

              

            


    

    


    
      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            	
                    
                      4.12

                    

                  	 	
                    
                      Predominantly
      Financial

                    

                  	
                    
                      34

                    

                  
	 
      	 	 
      	 
      
	 
      	 	
                    
                      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)(1)

                

              
	
                
                  Appropriate
      Federal Banking Agency

                

              	 
      	
                
                  2.2(s)

                

              
	
                
                  Bank
      Holding Company

                

              	 
      	
                
                  4.11

                

              
	
                
                  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
      Dale

                

              	 
      	
                
                  2.2(b)

                

              
	
                
                  Certificate
      of Designations

                

              	 
      	
                
                  L2(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)

                

              
	
                
                  CAPP

                

              	 
      	
                
                  Recitals

                

              
	
                
                  ELSA

                

              	 
      	
                
                  l.2(d)(iv)

                

              
	
                
                  ERISA

                

              	 
      	
                
                  2.2(n)

                

              
	
                
                  Exchange
      Act

                

              	 
      	
                
                  2.1(b)

                

              
	
                
                  Fair
      Market Value

                

              	 
      	
                
                  4.9(c)(ii)

                

              
	
                
                  Federal
      Reserve

                

              	 
      	
                
                  4.11

                

              
	
                
                  GAP

                

              	 
      	
                
                  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)

                

              


      

    

    


    
      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                
                  Term

                

              	 
      	
                
                  
                    Location
      of Definition

                  

                

              
	
                
                  Letter
      Agreement

                

              	 
      	
                
                  Recitals

                

              
	
                
                  officers

                

              	 
      	
                
                  5.7(c)

                

              
	
                
                  Parity
      Stock

                

              	 
      	
                
                  4.8(c)

                

              
	
                
                  Pending
      Underwritten Offering

                

              	 
      	
                
                  4.5(1)

                

              
	
                
                  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)

                

              
	
                
                  Savings
      and Loan Holding Company

                

              	 
      	
                
                  4.11

                

              
	
                
                  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

                

              	 
      	
                
                  5.8(a)

                

              
	
                
                  Tax;
      Taxes

                

              	 
      	
                
                  2.2(o)

                

              
	
                
                  Transfer

                

              	 
      	
                
                  4.4

                

              
	
                
                  Warrant

                

              	 
      	
                
                  Recitals

                

              
	
                
                  Wan-ant
      Shares

                

              	 
      	
                
                  2.2(d)

                

              


      

    

    


    
      
        
           


        

        
          -v-

          
            

          

        

        
           


        

      

    

    


    
      SECURITIES
PURCHASE AGREEMENT - STANDARD TERMS

    

    
      


    

    
      Recitals:

    

    
      


    

    
      WHEREAS,
the United Slates 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 Act;

    

    
      


    

    
      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
1

    

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

    


    
      
        
           


        

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

    


    (in)          
the Company shall have duly adopted and feed 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 III (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 III (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

    


    
      
        
           


        

        
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    (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 genera!
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.

    


    
      
        
           


        

        
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      (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 33(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 I-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 (he 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.

    


    
      
        
           


        

        
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      (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.

    


    
      
        
           


        

        
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    (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. 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.

    


    
      
        
           


        

        
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    (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.

    


    
      
        
           


        

        
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    (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.

    

    
      


    

    
      (I)            
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 Jaw,
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.

    


    
      
        
           


        

        
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    (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 ail 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 (hat 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.

    


    
      
        
           


        

        
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      (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.

    


    
      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

    

    


    
      (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 (in) 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, alt 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.

    


    
      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

    

    


    
      (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.

    


    
      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

    

    


    
      (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.

    


    
      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

    

    


    
      (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 (h) 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 Investors 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).

    


    
      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

    

    


    (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 non-public records, books, contracts, instruments, computer
data and other data and information (collectively, "Information") concerning the
Company famished 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."

    


    
      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

    

    


    
      (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."

    


    
      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      

    

    


    
      (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.

    


    
      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

    

    


    
      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 he
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.

    


    
      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

    

    


    
      (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
(!) 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 oilier 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).

    


    
      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

    

    


    (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.

    


    
      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

    

    


    (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 underwriters), 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;

    


    
      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

    

    


    (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 underwriters).

    

    


    
      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      

    

     

    
      (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.

    


    
      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

    

    


    (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-

    


    
      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      

    

    


    (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 lake account of the equitable
considerations referred to in Section 4.5(g)(1). 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.

    


    
      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      

    

    


    
      (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 (it) $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.

    


    
      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      

    

    


    
      (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.

    
       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

       

    

    
      (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 me
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).

    

    
      


    

    (1)        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(1), 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.

    


    
      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      

    

    


    (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.

    


    
      
        
           


        

        
          -30-

          
            

          

        

        
           


        

      

    

    


    
      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 Dale 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.

    


    
      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      

    

    


    
      (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.

    


    
      
        
           


        

        
          -32-

          
            

          

        

        
           


        

      

    

    


    
      (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 Investors 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 30   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.

    

    
      


    

    4.11        
 Bank and Thrift
Holding Company Status. If the Company is a Bank Holding Company or a
Savings and Loan Holding Company on the Signing Date, then the Company shall
maintain its status as a Bank Holding Company or Savings and Loan Holding
Company, as the case may be, for as long as the Investor owns any Purchased
Securities or Warrant Shares. The Company shall redeem all Purchased Securities
and Warrant Shares held by the Investor prior to terminating its status as a
Bank Holding Company or Savings and Loan Holding Company, as applicable. ''Bank Holding Company "
means a company registered as such with the Board of Governors of the
Federal Reserve System (the "Federal Reserve") pursuant
to 12U.S.C. §1842 and the regulations of the Federal Reserve promulgated
thereunder. "Savings and Loan
Holding Company" means a company registered as such with the Office of
Thrift Supervision pursuant to 12 U.S.C- §1467(a) and the regulations of the
Office of Thrift Supervision promulgated thereunder.

    


    
      
        
           


        

        
          -33-

          
            

          

        

        
           


        

      

    

    


    
      4.12         
Predominantly
Financial. For as long as the Investor owns any Purchased Securities or
Warrant Shares, the Company, to the extent it is not itself an insured
depository institution, agrees to remain predominantly engaged in financial
activities. A company is predominantly engaged in financial activities if the
annual gross revenues derived by the company and all subsidiaries of the company
(excluding revenues derived from subsidiary depository institutions), on a
consolidated basis, from engaging in activities that are financial in nature or
are incidental to a financial activity under subsection (k) of Section 4 of the
Bank Holding Company Act of 1956 (12 U.S.C. 1843(k)) represent at least 85
percent of the consolidated annual gross revenues of the
company.

    

    
      


    

    
      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.

    


    
      
        
           


        

        
          -34-

          
            

          

        

        
           


        

      

    

    


    
      5.2           
Survival of
Representations and Warranties. AH 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.

    


    
      
        
           


        

        
          -35-

          
            

          

        

        
           


        

      

    

    


    
      If to the
Investor:

    

    
      


    

    
      United
States Department of the Treasury

    

    
      1500
Pennsylvania Avenue, NW, Room 2312

    

    
      Washington,
D.C. 20220

    

    
      Attention:
Assistant General Counsel (Banking and Finance)

    

    
      Facsimile:
(202) 622-1974

    

    
      


    

    
      5.7          
 Definitions

    

    
      


    

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

    

    
      


    

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

    

    
      


    

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

    

    
      


    

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

    

    
      


    

    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.

    


    
      
        
           


        

        
          -36-

          
            

          

        

        
           


        

      

    

    


    
      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.

    

    
      


    

    * *
*

    


    
      
        
           


        

        
          -37-

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
A

    

    
      ADDITIONAL TERMS AND CONDITIONS

    

    
      


    

    
      Company
Information:

    

    
      


    

    
      Name of
the Company:   Colony Bankcorp, Inc.

       

    

    
      Corporate
or other organizational form: Corporation

       

    

    
      Jurisdiction
of Organization: Georgia

       

    

    
      Appropriate
Federal Banking Agency: Federal Reserve Bank of Atlanta

       

    

    
      
        	
                Notice
      Information:

              	
                Mr. Terry L. Hester,
      CFO

              


      

    

    
      
        	
                 

              	
                Colony
      Bankcorp, Inc

              


      

    

    
      
        	
                 

              	
                P.
      O. 989

              


      

    

    
      
        	
                 

              	
                115
      S.Grant Street Fitzgerald, Georgia
31750

              


      

    

    
      
        	
                 

              	
                229-426-6002

              


      

    

    
      
        	
                 

              	
                229-426-3069
      Fax

              


      

    

    
      


    

    
      Terms of the
Purchase:

    

    
      


    

    
      Series of
Preferred Stock Purchased: Series A

    

    
      


    

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

    

    
      


    

    
      Number of
Shares of Preferred Stock Purchased: 28,000 shares

    

    
      


    

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

    

    
      


    

    
      Number of
Initial Warrant Shares: 500,000

    

    
      


    

    
      Exercise
Price of the Warrant: $8,40

    

    
      


    

    
      Purchase
Price: $28,000,000.00

    

    
       

    

    
      Closing:

    

    
       

    

    
      
        	
              	
                Location
      of Closing:

              	
                To
      be agreed upon by the parties

              


      

    

    
      


    

    
      
        	
              	
                Time
      of Closing:

              	
                To
      be agreed upon by the parties

              


      

    

    
      


    

    
      
        	
              	
                Date
      of Closing:

              	
                January
      9, 2009

              


      

    

    
      


    

    
      
        
          	 	
                  Wire
      Information for Closing:

                	
                  ABA
      Number:

                	
                  061003415

                
	 	 
      	
                  Bank:

                	
                  Silverton
      Bank, NA

                
	 	 
      	
                  Account
      Name:

                	
                  Colony
      Bank

                
	 	 
      	
                  Account
      Number:

                	
                  1006120267

                
	 	 
      	
                  Beneficiary:

                	
                  Colony
      Bankcorp, Inc.

                
	 	 
      	
                  (Account
      No. 108970)

                	 
      


        

      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
B

    

    
      CAPITALIZATION

    

    
      


    

    
      Capitalization
Date; January 9, 2009

    

    
      


    

    
      Common
Stock

    

    
      


    

    
      Par
value: $1.00

    

    
      


    

    
      Total
Authorized: 20,000,000 shares

    

    
      


    

    
      Outstanding:
7,231,735

    

    
      


    

    
      Subject
to warrants, option, convertible securities, etc.: None

    

    
      


    

    
      Reserved
for benefit plans and other issuance: 98,392

    

    
      


    

    
      Remaining
authorized but unissued: 12,669,873

    

    
      


    

    
      Shares
issued after Capitalization Date (other than pursuant to warrants, options,
convertible securities, etc. as set forth above): 0

    

    
      


    

    
      Preferred
Stock

    

    
      


    

    
      Par
value: No par value

    

    
      


    

    
      Total
Authorized: 10,000,000 shares

    

    
      


    

    
      Outstanding
(by series): 0

    

    
      


    

    
      Reserved
for issuance: 0

    

    
      


    

    Remaining
authorized but unissued:  10,000,000 shares

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
C

    

    
      REQUIRED STOCKHOLDER
APPROVALS

       

    

    
      


    

    
      
        
          	 
      	
                  Required'

                	
                  % Vote
Required

                


        

      

    

    
      


    

    
       

      Warrants - Common Stock
Issuance

    

    
      
 

    

    
      Charter
Amendment

    

    
      
 

    

    
      Stock
Exchange Rules

    

    
      
 

    

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

    

    
       

      ______________________

    

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

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
D

    

    
      LITIGATION

       

    

    
      


    

    
      List any
exceptions to the representations and warranty in Section 2.2(1) of the
Securities Purchase Agreement - Standard Terms.

    

    
      


    

    
      


    

    If none, please so indicate by checking
the box: x

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
E

    

    
      COMPLIANCE WITH LAWS

       

    

    
      


    

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

    

    
      


    

    
      


    

    
      If none, please so indicate by checking
the box: x

    

    
      


    

    
      


    

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

    


    


    If none, please so indicate by checking
the box; x

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
F

    

    
      REGULATORY
AGREEMENTS

       

    

    
      


    

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

    

    
      


    

    
      


    

    If none, please so indicate by checking
the box: x