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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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 RightsSubchapter S Corporation) ANNEX F FORM OF CERTIFICATE OF DESIGNATION SENIOR SECURITY [SEE ATTACHED] Annex F (Form of Certificate of DesignationsSubchapter S Corporation) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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) (Bank/Thrift) ANNEX F FORM OF CERTIFICATE OF DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) (Bank/Thrift) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [COMPANY] STEWARDSHIP FINANCIAL CORPORATION In connection with that certain Securities Purchase Agreement, dated [____________]September 1, 2011 (the “Agreement”) by and between [COMPANY] Stewardship Financial Corporation (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [COMPANY] TRI-COUNTY FINANCIAL CORPORATION 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:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [COMPANY] COMMUNITY FIRST BANCSHARES, INC. In connection with that certain Securities Purchase Agreement, dated [____________], 2011 (the “Agreement”) by and between [COMPANY] COMMUNITY FIRST BANCSHARES, INC. (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:

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 RightsBank/Thrift) [Execution Copy] ANNEX F FORM OF CERTIFICATE OF DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of DesignationsBank/Thrift) [Execution Copy] ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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) SBLF0308 ANNEX F FORM OF CERTIFICATE OF DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of DesignationsDesignation) SBLF0308 ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [COMPANY] HORIZON BANCORP 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:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [COMPANY] FIRST XXXXXXXX FINANCIAL CORPORATION In connection with that certain Securities Purchase Agreement, dated [____________]August 23, 2011 (the “Agreement”) by and between [COMPANY] FIRST XXXXXXXX FINANCIAL CORPORATION (the “Company”) and the Secretary of the Treasury, the undersigned does hereby certify as follows:

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) SBLF 0530 [Execution Copy] ANNEX F FORM OF CERTIFICATE OF DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) SBLF 0530 [Execution Copy] ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows:

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 DESIGNATION [SEE ATTACHED] Annex F (Form of Certificate of Designations) Page 1 ANNEX G FORM OF OFFICER’S CERTIFICATE OFFICER’S CERTIFICATE OF [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, the undersigned does hereby certify as follows: