Common use of Certain Offerings by Treasury Clause in Contracts

Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury 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. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________] of the Company. 2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (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 respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. 3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of State of the State of [___________]. The foregoing certifications are made and delivered as of [_________] pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex G (Form of Officer’s Certificate)

Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury 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. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________] of the Company. 2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (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 respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. 3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of State of the State of [___________]. The foregoing certifications are made and delivered as of [_________] pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex G (Form of Officer's Certificate) IN WITNESS WHEREOF, this Officer’s Certificate has been duly executed and delivered as of the [__] day of [__________], 2011. By: Name: Title: Annex G (Form of Officer's Certificate) Annex G (Form of Officer's Certificate) Annex H (Form of Supplemental Reports) Annex H (Form of Supplemental Reports) [COMPANY] In connection with that certain Securities Purchase Agreement, dated [____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury (“Treasury”), the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________] of the Company. 2. For each loan originated by the Company or any of its Affiliates that was funded in whole or in part using funds from the Purchase Price, the Company has obtained from the business to which it made such loan a written certification that no principal of such business has been convicted of a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification Act, 42 U.S.C. §16911). The Company shall retain all such certifications in accordance with standard recordkeeping practices established by the Appropriate Federal Banking Agency. 3. The Company is in compliance with the requirements of Section 1020.220 of title 31, Code of Federal Regulations. The foregoing certifications are made and delivered as of [_________] pursuant to Section 3.1(d)(iii) of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex I (Form of Annual Certification) IN WITNESS WHEREOF, this Certificate has been duly executed and delivered as of the [__] day of [__________], 20[__]. By: Name: Title: Annex I (Form of Annual Certification) (a) The Company is duly organized and validly existing as a corporation under the laws of the State of Indiana and has all necessary corporate power and authority to own, operate and lease its properties and to carry on its business as such business is described in the Annual Report on Form 10-K for the Company filed with the United States Securities and Exchange Commission for the year ending December 31, 2010 (“Form 10-K”). (b) The Company is not registered as a foreign corporation doing business in a state other than the State of Indiana. (c) The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to the Agreement, the Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock issued on the Closing Date with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company. (d) The Company has the corporate power and authority to execute and deliver the Agreement and to carry out its obligations thereunder (which includes the issuance of the Preferred Shares). (e) The execution, delivery and performance by the Company of the Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company and its stockholders, and no further approval or authorization is required on the part of the Company, including, without limitation, by any rule or requirement of any national stock exchange. (f) The Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (g) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations thereunder (i) do not require any approval by any Governmental Entity to be obtained on the part of the Company, except those that have been obtained, (ii) do not violate or conflict with any provision of the Articles of Incorporation of the Company, (iii) do not 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 its organizational documents or under any agreement attached or referenced as an Exhibit to the Form 10-K; or (iv) do not conflict with, breach or result in a violation of, or default under any judgment, decree or order known to us that is applicable to the Company and, pursuant to any applicable laws, is issued by any Governmental Entity having jurisdiction over the Company. Annex J (Forms of Opinions) (h) Other than the filing of the Amendment to Articles of Incorporation with the Secretary of State of the State of Indiana, such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such consents and approvals that 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. Annex J (Forms of Opinions) Dear Ladies and Gentlemen: Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant (the “Warrant”) to purchase the number of shares of [To be included for private issuers: the series of its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which was exercised by the Investor at Closing.] [To be included for public issuers: its common stock set forth on Schedule A hereto.] In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”) [To be included for private issuers who are repurchasing some or all of the Warrant Shares: and the number of Warrant Shares listed on Schedule A hereto (the “Repurchased Warrant Shares”)], as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009: (a) The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares; [and] (b) The Investor hereby acknowledges receipt from the Company of a wire transfer for the account of the Investor in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof; [Paragraphs (c) and (d) to be included for private issuers who are repurchasing some or all of the Warrant Shares: (c) The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Warrant Shares; [and]

Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury 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. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________]August 25, 2011 (the “Agreement”) by and between [COMPANY] HORIZON BANCORP (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________] elected Chief Financial Officer of the Company. 2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (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 respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. 3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of State of the State of [___________]Indiana. The foregoing certifications are made and delivered as of [_________] August 25, 2011 pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. [SIGNATURE PAGE FOLLOWS] Annex G (Form of Officer’s Certificate)) IN WITNESS WHEREOF, this Officer’s Certificate has been duly executed and delivered as of the 25th day of August, 2011.

Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury 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. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________]September 22, 2011 (the “Agreement”) by and between [COMPANY] Tri-County Financial Corporation (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________] President and Chief Executive Officer of the Company. 2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (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 respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. 3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary Maryland State Department of State of the State of [___________]Assessments and Taxation. The foregoing certifications are made and delivered as of [_________] September 22, 2011 pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex G (Form of Officer’s Certificate)

Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury 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. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________[ ], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________[ ] of the Company. 2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (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 respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. 3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of State of the State of [___________[ ]. The foregoing certifications are made and delivered as of [_________[ ] pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex G (Form of Officer’s Certificate).

Certain Offerings by Treasury. An “underwritten” offering or other disposition shall include any distribution of such securities on behalf of Treasury 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. Annex E (Registration Rights) Annex F (Form of Certificate of Designations) In connection with that certain Securities Purchase Agreement, dated [____________]September 15, 2011 (the “Agreement”) by and between [COMPANY] Community Bank Shares of Indiana, Inc. (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows: 1. I am a duly elected/appointed [____________] Chief Financial Officer of the Company. 2. The representations and warranties of the Company set forth in Article II of Annex C of the Agreement are true and correct in all respects as though as of the date hereof (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 respects as of such other date) and the Company has performed in all material respects all obligations required to be performed by it under the Agreement. 3. The Certificate of Designation, a true, complete and correct copy of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of State of the State of [___________]Indiana. The foregoing certifications are made and delivered as of [_________] September 15, 2011 pursuant to Section 1.3 of Annex C of the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Annex G (Form of Officer’s Certificate).