Exchange and Shareholder Rights Agreement Sample Contracts

FORM OF EXCHANGE AND SHAREHOLDER RIGHTS AGREEMENT dated as of , 2007 by and among FREMONT GENERAL CORPORATION, FREMONT INVESTMENT & LOAN and HUNTER’S GLEN/FORD, LTD.
Exchange and Shareholder Rights Agreement • May 24th, 2007 • Fremont General Corp • State commercial banks • New York

EXCHANGE AND SHAREHOLDER RIGHTS AGREEMENT dated as of [•], 2007 by and among Fremont General Corporation, a Nevada corporation (the “Company”), Fremont Investment & Loan, a California industrial banking corporation (the “Bank”), and Hunter’s Glen/Ford, Ltd., a Texas limited partnership (together with its Affiliates, the “Investor”).

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FORM OF WARRANT to Purchase Common Stock of Fremont General Corporation
Exchange and Shareholder Rights Agreement • May 24th, 2007 • Fremont General Corp • State commercial banks • New York

THIS WARRANT IS NON-TRANSFERABLE OTHER THAN AS PROVIDED IN THE EXCHANGE AND SHAREHOLDER RIGHTS AGREEMENT, DATED [•], 2007 (THE “EXCHANGE AND SHAREHOLDER RIGHTS AGREEMENT”).

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