ContractSubordinated Note • November 12th, 2010 • Taylor Capital Group Inc • State commercial banks
THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES ACT OF ANY STATE. EXCEPT AS OTHERWISE PROVIDED IN THE PURCHASE AGREEMENT REFERENCED IN THIS SUBORDINATED NOTE, THIS SUBORDINATED NOTE MAY NOT BE OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS SUBORDINATED NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE OR OTHER LAWS AS MAY BE APPLICABLE, OR RECEIPT BY TAYLOR CAPITAL GROUP, INC. OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
TAYLOR CAPITAL GROUP, INC. Incorporated Under the Laws of the State of Delaware STOCK PURCHASE WARRANTStock Purchase Warrant • November 12th, 2010 • Taylor Capital Group Inc • State commercial banks • Delaware
This Warrant was originally issued pursuant to the Securities Purchase Agreement (as may be amended, modified or restated from time to time), dated May 21, 2010, by and among the Company, the initial Holder and the other investors party thereto (the “Purchase Agreement”). The Holder acknowledges that this Warrant was issued in connection with a private placement (the “Debt Placement”) of up to $37,500,000 in subordinated notes (the “Notes”) by the Company, in which each investor in the Debt Placement is receiving a warrant on the same terms as this Warrant to purchase twenty-five (25) shares (subject to adjustment as provided herein) of Common Stock for every $1,000 in face amount of the Notes purchased in the Debt Placement. Accordingly, the Company is issuing, in the aggregate, warrants to purchase an aggregate of up to nine hundred thirty-seven thousand five hundred (937,500) shares (subject to adjustment as provided herein) of Common Stock on the terms set forth below (collectively
EXCHANGE AGREEMENTExchange Agreement • November 12th, 2010 • Taylor Capital Group Inc • State commercial banks • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of this 13th day of October, 2010 by and between Taylor Capital Group, Inc., a Delaware corporation (the “Company”), and Prairie Capital IV, L.P. (“Prairie IV”) and Prairie Capital IV QP, L.P. (“Prairie IV QP,” each of Prairie IV and Prairie IV QP, a “Holder” and, together, the “Holders”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TAYLOR CAPITAL GROUP, INC. AND THE HOLDERS PARTY HERETO DATED AS OF OCTOBER 21, 2010Registration Rights Agreement • November 12th, 2010 • Taylor Capital Group Inc • State commercial banks • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2010 (the “Effective Date”), by and between Taylor Capital Group, Inc., a Delaware corporation (the “Company”), and Prairie Capital IV, L.P. and Prairie Capital IV QP, L.P. (the “Initial Holders” and, together with any assignees thereof in accordance with Section 1.9 hereof, being referred to as the “Holders”). Unless otherwise provided herein, all capitalized terms used herein shall have the meanings ascribed thereto in Section 1.1.
