ASSIGNMENT

Exhibit 10.3

ASSIGNMENT

This assignment (the “Assignment”) is entered into on May 27, 2010, among Xxxxxxxx X. Xxxxxx (“Xxxxxx”) and each of the entities listed in Schedule I (collectively, the “Assignees”).

Pursuant to a securities purchase agreement (the “Securities Purchase Agreement”), dated as of May 21, 2010, among Xxxxxx Capital Group, Inc. (the “Company”) and the investors set forth therein (the “Investors”), the Investors, in the aggregate, agreed to purchase 1,500,000 shares of the Company’s 8.0% Non-Cumulative Convertible Perpetual Preferred Stock, Series C (the “Series C Preferred”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreement. The Investors include Xxxxxx as well as Prairie Capital IV, L.P. and Prairie Capital IV QP, L.P. (collectively, the “Prairie Capital Funds”). Each of the Assignees (other than PCB, LP) also is an Investor.

In connection with the execution and delivery of the Securities Purchase Agreement, the Company agreed that, notwithstanding anything in the Securities Purchase Agreement to the contrary, the Prairie Capital Funds would be entitled to reduce their aggregate commitment pursuant thereto by providing written notice to the Company prior to the Closing to the extent that the Prairie Capital Funds determine in good faith that the performance of their obligations under the Securities Purchase Agreement would violate any federal or state law, rule or regulation and/or subject either of the Prairie Capital Funds or any of their respective affiliates to regulation as a bank holding company under the Bank Holding Company Act of 1956.

In connection with the execution and delivery of the Securities Purchase Agreement, Xxxxxx entered into an investment agreement with the Company (the “Investment Agreement”), dated May 21, 2010, in which he agreed to increase his investment in the Series C Preferred by an amount equal to the amount that the Prairie Capital Funds agreed to invest in shares of the Series C Preferred, minus the amount that the Prairie Capital Funds are permitted to invest in shares of the Series C Preferred without requiring further approval or consent of the Federal Reserve.

The Prairie Capital Funds have notified the Company that they will be required to reduce their investment in shares of Series C Preferred by $2,975,000 and, therefore, not acquire 119,000 shares of Series C Preferred that they otherwise would be required to purchase pursuant to the Securities Purchase Agreement.

Xxxxxx and the Assignees have agreed that Xxxxxx will assign to the Assignees, and the Assignees will assume, the obligation to invest such additional funds in shares of Series C Preferred pursuant to the Investment Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt of which is hereby acknowledged, Xxxxxx hereby assigns to each of the Assignees the right to, and each of the Assignees severally, and not jointly, assumes the obligation of Xxxxxx, to invest in the corresponding number of shares of Series C Preferred set forth next to such Assignee’s name on Schedule I to this Assignment pursuant to the Investment Agreement.

In furtherance of the foregoing, each of the Assignees (other than PCB, LP) hereby agrees that the shares of Series C Preferred Stock purchased by it pursuant to this Assignment shall be regarded as shares of Series C Preferred Stock purchased by such Assignee pursuant to the Securities Purchase Agreement.

Since PCB, LP is not otherwise a party to the Securities Purchase Agreement, by executing this Assignment, PCB hereby agrees to become a party to the Securities Purchase Agreement as a Preferred Buyer and in connection therewith, PCB has executed the signature page to the Securities Purchase Agreement attached hereto and incorporated herein.

IN WITNESS WHEREOF, Xxxxxx and the Assignees have caused this Agreement to be duly executed as of the date first written above.

/s/ Xxxxxxxx X. Xxxxxx

Xxxxxxxx X. Xxxxxx

ASSIGNEES:
						XXXXXXX X. XXXXXX 1999
PCB, LP						DESCENDANTS TRUST
By:		/s/ Xxxxxxxx X. Xxxxxx				By:		/s/ Xxx X. Xxxxx
		Name: Xxxxxxxx X. Xxxxxx						Name: Xxx X. Xxxxx
		Title: General Partner						Title: Trustee
XXXXXXXX X. XXXXXX 1999						XXXXX X. XXXXXX 1999
DESCENDANTS TRUST						DESCENDANTS TRUST
By:		/s/ Xxxxx Xxxxxxxxxx				By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxx Xxxxxxxxxx						Name: Xxxxxxx Xxxx
		Title: Trustee						Title: Trustee

2

The Company hereby acknowledges the foregoing assignment and assumption of obligations pursuant to the Investment Agreement.

COMPANY:
XXXXXX CAPITAL GROUP, INC.
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Chief Executive Officer