REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of ___________, 2007, by and among Western United Financial Corporation, a Delaware corporation (the "Company"), and the undersigned Investors listed on the signature...Registration Rights Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Agreement") is made as of the __ day of __________, 2007, by and between Western United Financial Corporation, a Delaware corporation (the "Company"), and Wells...Investment Management Trust Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks • New York
THE HOLDER (AS DEFINED BELOW) OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE HOLDER OF THIS PURCHASE OPTION FURTHER AGREES THAT IT WILL NOT...Purchase Option Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks • New York
Western United Financial Corporation c/o Western United Management, LLC 70 South Lake Avenue, Suite 900 Pasadena, California 91101 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the...Underwriting Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks
SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT, dated as of ______________, 2007 (the "Agreement"), by and among Western United Financial Corporation., a Delaware corporation (the "Company"), each of the holders of securities of the Company...Securities Escrow Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks • New York
WARRANT AGREEMENT THIS WARRANT AGREEMENT (this "Agreement") is made as of the ___ day of __________, 2006 between Western United Financial Corporation, a Delaware corporation, with offices at 70 South Lake Avenue, Suite 900, Pasadena, California 91101...Warrant Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks • New York
Sandler O'Neill & Partners, L.P. 919 Third Avenue New York, New York 10024 Re: Western United Financial Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Western United Financial...Warrant Purchase Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Western United Financial Corporation (the "Company") included in the units ("Units") being sold in the Company's initial public offering (the "IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.01 per share, of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") informs the Company of its decision to allow earlier separate trading.
Western United Financial Corporation c/o Western United Management, LLC 70 South Lake Avenue, Suite 900 Pasadena, California 91101 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the...Underwriting Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks
Western United Financial Corporation c/o Western United Management, LLC 70 South Lake Avenue, Suite 900 Pasadena, California 91101 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the...Underwriting Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks
WESTERN UNITED FINANCIAL CORPORATION [CUSIP #] WARRANTWarrant Agreement • December 11th, 2006 • Western United Financial Corp • Blank checks
THIS CERTIFIES THAT, for value received ________________________________________ is the registered holder of a Warrant or Warrants expiring _____________, 2011 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share ("Shares"), of Western United Financial Corporation, a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the completion of the initial acquisition by the Company of one or more banks, thrifts and their respective holding companies and other financial services organizations through a merger, capital stock exchange, asset acquisition, exchangeable share transaction, stock purchase or other similar business combination, and (ii) ___________________________, 2008 [one year after the effective date of the registration statement], such number of Shares of the Company at the price of [
