a.        Plaintiffs’ Counsel and the Bank’s Counsel have filed stipulations requesting the entry of orders to stay all proceedings and all discovery activities from the responsible judges in the Entire Action, i.e., the Honorable ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and such orders have been entered. The Stipulated Orders as filed in the Federal Litigation and the State Litigation are attached as Exhibits C and D, respectively.

        b.        No later than November 17, 2008, the Parties will conduct a Settlement Hearing pursuant to SEC Staff Bulletin No. 3A(CF) dated June 18, 2008, in the United States District Court for the Western District of Michigan and the Kent County Circuit Court. The Parties hereto intend that the Settlement Stock and Warrants will be exempt from registration under Section 3(a)(10) of the Securities Act. As a result: (i) the Settlement Hearing shall include a hearing on the fairness of the terms and conditions of the exchange of the Settlement Stock and Warrants to be issued for the Plaintiffs’ claims that are released pursuant hereto; (ii) all Persons to whom any Settlement Stock or Warrants are to be issued shall be sent a notice of the Settlement Hearing and the right to be heard at that hearing to their last known address known by Plaintiffs’ Counsel and to their counsel of record in the Entire Action in the form attached as Exhibits E and F; (iii) the Court will be advised prior to the hearing that registration of the Settlement Stock and Warrants under the Securities Act will not be required by virtue of the approval of this Agreement and the issuance of the Settlement Stock and Warrants; and (iv) in the Settlement Hearing, the Court shall enter a Settlement Hearing Order approving the fairness of the exchange of Settlement Stock and Warrants to be issued for Plaintiffs’ claims.

        c.        No later than January 15, 2009, ninety-eight percent (98%) of the total number of Plaintiffs in the Entire Action must agree to settle this matter based on the terms stated herein. This ninety-eight percent (98%) must include one hundred percent (100%) of all Plaintiffs represented by Attorney ▇▇▇▇▇▇ Boxeur (i.e., ▇▇▇▇▇ ▇▇▇▇▇▇, his family members, and trusts held for their benefit) and they must agree to settle this matter based on the terms stated herein. All Plaintiffs consenting to settle and completely release the Bank and ▇▇▇▇▇▇▇▇▇ must indicate their agreement by signing the Release in the form attached as Exhibit G or H, as applicable, and return it to the Special Master no later than January15, 2009. The Release must be signed before a notary or the equivalent in the particular Plaintiff’s jurisdiction. Plaintiffs’ Counsel will distribute the Release to each Plaintiff and request that the Plaintiff sign the Release and return it to the Special Master who shall deliver to the Bank’s Counsel an original of each signed Release. Between the date of the entry of the last Settlement Hearing Order and January 15, 2009, Plaintiffs’ Counsel will give the Bank’s Counsel a report every Friday on the total number of Plaintiffs who have consented, the identities of those Plaintiffs, and the total dollar amount of the allocation to the Plaintiffs who have consented.

        d.        No later than January 15, 2009, ninety-eight percent (98%) of the total dollar amount of the claims in the Entire Action must be resolved as a result of Plaintiffs who have signed a Release. For purposes of this paragraph, the total dollar amount of the claims is the total amount of any Plaintiff’s claims as approved by the Receiver, minus the amounts which have been refunded (or are to be refunded) to them by the Receiver as of October 3, 2008.

        e.        No later than the Final Settlement Date, both Federal Insurance Company and Progressive Casualty Insurance Company pay amounts due to the Escrow Agent and the Bank under their separate settlement agreement with the Bank.

        f.        The Bank’s Counsel and Plaintiffs’ Counsel shall be reasonably satisfied that no securities registration is required in any country other than the United States, except that a failure of this condition does not permit a party to void this Agreement under § 2 below if the amount of claims or number of Plaintiffs involved is de minimus to the entire Agreement, as determined by the Mediator.

        a.        Upon failure of any condition(s) (a) through (f) in ¶ 1 set forth above, the Bank has the option to:

        i.        Void this Agreement and proceed with litigation in the Entire Action; or

        ii.        Settle with those Plaintiffs who choose to accept the Terms of this Agreement and sign the Release, but decrease the total consideration set forth in ¶ 3.a. below by the percentage that the dollars allocated by the Special Master to the non-settling Plaintiffs bears to the total of all allocations. The Bank’s election of this option must be exercised within 10 business days following the Bank’s receipt of notice that the conditions set forth in ¶¶ 1.c and/or 1.d. have not been met. Plaintiffs’ Counsel agrees to use their best efforts to cause Plaintiffs to accept the settlement described herein with such efforts to commence within 5 days after the Court approval described in ¶ 1.b. Plaintiffs’ Counsel shall not communicate any offers to sell or transfer Settlement Stock or Warrants until after the issuance of the last Settlement Hearing Order, and shall not communicate any offers to sell or transfer Settlement Stock or Warrants in any state that requires registration of the Settlement Stock or Warrants until after registration in those States has occurred. The Bank reserves the right, at any time, to seek an order requiring attendance at a settlement conference of any non-settling Plaintiffs.

        b.        Upon failure of conditions a., b., e. or f. in ¶ 1 set forth above or upon the failure of the Bank to perform any of the terms set forth in ¶ 3.a. below, Plaintiffs’ Counsel has the option to void this Agreement and proceed with litigation.

        a.        Subject to the conditions set forth herein, the Bank agrees to pay, or cause to be paid, to the Special Master on or before the Final Settlement Date the following for distribution to Plaintiffs who have signed and returned to the Bank the Release as set forth in ¶ 1.c.:

        i.        Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) in cash, including Four Hundred Twenty-Five Thousand Dollars ($425,000) from Federal and Five Hundred Twenty-Five Thousand Dollars ($525,000) from Progressive. One Million Eight Hundred Thousand ($1,800,000) of this settlement will be placed in an interest-bearing escrow account with the Escrow Agent no later than November 5, 2008. A Copy of the Escrow Agreement is attached as Exhibit I. In the event the settlement is concluded, Plaintiffs shall receive all interest earned from the escrow account funds that exceed the charges of the Escrow Agent. In the event the settlement is voided for failure of conditions set forth herein, the Bank will receive this amount plus all interest from the escrow account that exceed the charges of the Escrow Agent.

        ii.        Settlement Stock having a value of Three Million Dollars ($3,000,000), with the number of shares to be based on the average closing price for the 20 trading days immediately preceding the Final Settlement Date. All Parties agree that the Settlement Stock and Warrants are being issued and delivered in the State of Michigan, and any settling Plaintiffs who reside outside of the United States of America must appoint the Michigan Agent as their agent for receipt of Settlement Stock and Warrants.

        iii.        Amounts the Bank collects in settlements from Third-Party Defendants/Counter-defendants, up to Two Hundred Fifty Thousand Dollars ($250,000). In the event that the Bank does not collect $250,000 in settlements from Third-Party Defendants/Counter-defendants by the Final Settlement Date, the Bank will make up the shortfall in unrestricted, freely-tradable common stock of Macatawa Bank Corp.. In such an event, the number of shares to be issued will be based on the average closing price for the twenty trading days immediately preceding the Final Settlement Date.

        iv.        Three Warrants per share of stock issued pursuant to ¶ 3.a.ii. above, exercisable at a strike price of one hundred fifty percent (150%) of the price per share at which said stock was issued. The Warrants will be exercisable for a period of three years to acquire common stock of Macatawa Bank Corp. on the terms set forth in the Warrant Agreement. The form of Warrant Agreement is attached as Exhibit L and will be executed and delivered in substantially the form thereof on the Final Settlement Date.

        v.        The Settlement Stock and Warrants shall be duly and validly issued, fully paid, non-assessable and free from all liens and encumbrances, and the Parties stipulate and request the Courts to find and order that the Settlement Stock and Warrants are exempt from registration under Section 3(a)(10) of the Securities Act in the Settlement Hearing Order.

                   The Settlement Stock and Warrants shall be issued by the Bank’s transfer agent on the Final Settlement Date and delivered to the Special Master for distribution to settling Plaintiffs as required in ¶ 3.b., below, and pursuant to the Stipulated Orders appointing the Special Master, attached as Exhibits J and K, respectively. As to any settling Plaintiffs who reside outside of the United States of America, their Settlement Stock and Warrants shall be delivered to the Michigan Agent on their behalf by the Special Master.

        vi.        By the Final Settlement Date, the Bank’s Counsel will provide an opinion that the securities to be distributed pursuant to ¶ 3.a.ii. and ¶ 3.a.iv. and, if applicable, ¶ 3.a.iii., are, as to the United States, either registered or exempt from registration in the United States, and that there are no restrictions on transfer or resale of such securities under United States securities laws other than such restrictions as may apply to affiliates or underwriters of Macatawa Bank Corp..

        vii.        The Bank will cooperate with the Special Master and the Michigan Agent to assist them in delivering the Settlement Stock and Warrants to Plaintiffs.

        viii.        The Bank hereby represents and warrants as of the date hereof and as of the Final Settlement Date (unless a different particular date or period is specified) that:

        (1)        The Settlement Stock, the Warrants and the common stock issuable upon exercise of the Warrants have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and the Warrant Agreement. The Settlement Stock, the Warrants and the common stock issuable upon exercise of the Warrants, when issued and delivered against payment of the consideration therefor in accordance with this Agreement or the Warrant Agreement, as applicable, will be validly issued, fully paid and non-assessable Settlement Stock, Warrants and Common Stock, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever.

        (2)        On or prior to the Final Settlement Date, the Settlement Stock and the Common Stock issuable upon exercise of the Warrants will have been listed for trading on the NASDAQ Global Select Market.

        (3)        Macatawa Bank is a banking corporation and Macatawa Bank Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan. The Bank has all requisite corporate power and authority to enter into this Agreement and, with respect to Macatawa Bank Corp., the Warrant Agreement and consummate the transactions contemplated by this Agreement and the Warrant Agreement. Each Agreement and Warrant Agreement has been duly and validly authorized, executed and delivered on behalf of Macatawa Bank and/or Macatawa Bank Corp. and is a valid and binding agreement of Macatawa Bank and/or Macatawa Bank Corp. enforceable against it in accordance with its terms, subject as to enforceability to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and, with respect to rights to indemnity and contribution, to any state, federal or foreign law or any public policy underlying any such law.

        (4)        The execution and delivery of this Agreement and the Warrant Agreement, the issuance and sale of the Settlement Stock and Warrants to be sold by Macatawa Bank Corp. hereunder, the sale of the common stock issuable under the Warrants, and the consummation of the transactions contemplated hereby and by the Warrant Agreement, will not conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, any material agreement or instrument to which the Bank is a party or by which it is bound or the charter, bylaws or other organizational documents of the Bank nor result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Bank or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material, bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Bank is a party or by which it is bound or to which any of the property or assets of the Bank is subject, nor conflict with, or result in a violation of any United States federal or state law, administrative regulation, ordinance or other of any court or governmental agency, arbitration panel or authority applicable to the Bank. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body is required for the valid issuance and sale of the Settlement Stock, the Warrants or the common stock issuable under the Warrants, other than such as have been made or obtained, except for registration or exemption under United States federal and state securities laws.

        (5)        Upon issuance, both the Settlement Stock and the Warrants are either registered or exempt from registration under the United States securities laws.

        (6)        After issuance, there are no restrictions on transfer or resale of the Settlement Stock or the Warrants under the United States securities laws other than such restrictions as may apply to affiliates or underwriters of Macatawa bank Corp..

        b.        No later than October 20, 2008, Plaintiffs’ Counsel will submit a stipulated order in both the State Litigation and the Federal Litigation for appointment of a Special Master to allocate the Settlement Fund to settling Plaintiffs, and that Special Master must make a determination of the division of the Settlement Fund as soon as reasonably possible. The allocation of the Special Master shall be provided to the Bank’s Counsel. The Stipulated Orders appointing the Special Master to be submitted in the State Litigation and the Federal Litigation are attached as Exhibits J and K, respectively.

        i.        The Bank, ▇▇▇▇▇▇▇▇▇, and the Insurers shall have no liability, obligation or responsibility for the administration of the Settlement or the distribution of the Settlement Fund, except for the funding obligations as set forth herein.

        ii.        No Person shall have any claim against the Special Master, Plaintiffs’ Counsel, the Bank, ▇▇▇▇▇▇▇▇▇, the Insurers, or their respective counsel, based on distributions made substantially in accordance with this Agreement.

        iii.        The Special Master shall have the duties as established in the Stipulated Order Appointing the Special Master, attached as Exhibits J and K.

        c.        The Parties agree to effect by stipulation the dismissal of the Entire Action, with prejudice and without costs, except as to non-settling Plaintiffs and except as to contribution claims against Third-Party/Counter-defendants. The Stipulation and Order of Dismissal to be submitted in the State Litigation and Federal Litigation are attached as Exhibits M and N, respectively.

        d.        Settling Plaintiffs agree to cooperate as reasonably necessary in the Bank’s pursuit of settlements with Third-Party/Counter-defendants.

        (a)               During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to such Holder shall be calculated as follows:

        (b)               In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

        (c)               Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take or cause the Warrant Agent to take such other actions as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised.

        (d)               Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants.

        (e)               The Warrant Agent shall keep copies of this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.

        (a)               The Company shall use its Commercially Reasonable Best Efforts to (i) file under the Securities Act, within thirty (30) days of the date hereof, the Registration Statement, (ii) cause such Registration Statement to be declared effective by the SEC within ninety (90) days of the date hereof and (iii) keep such Registration Statement effective at all times during the Exercise Period, and will make such number of Qualifying Prospectuses available to Holders as they shall reasonably request. No shares of Common Stock shall be issued, and the right to exercise all Warrants shall be suspended, for all periods during which there is not an effective Registration Statement and/or there is not a Qualifying Prospectus available to Holders. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, and the Company shall cause the Warrant Agent to notify the Holders of the termination of such suspension promptly following notice to the Warrant Agent by the Company. Should the ability of the Holders to exercise the Warrants be suspended for more than an aggregate of sixty (60) days in any three hundred sixty five (365) day period pursuant to this Section 4.3(a), the Exercise Period shall be extended by the aggregate number of days in such suspension period(s) in excess of sixty (60) days. The Company represents and warrants that the issuance of the Warrants is exempt from registration pursuant to Section 3(a)(10) of the Securities Act.

        (b)               Notwithstanding the foregoing, the Company shall have the right, exercisable by giving written notice of the exercise of such right to the Warrant Agent, at any time and from time to time, to suspend the Exercise Period or delay filing for a period not in excess of 60 calendar days during any consecutive three hundred sixty-five (365) day period beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect, if (i) the Company is, in its good faith judgment, in possession of Material Information, (ii) such Material Information would, in the judgment of the Company’s board of directors (after consultation with counsel), need to be disclosed so as to permit the Warrant Shares to be sold in compliance with law, and (iii) disclosure of such Material Information would, in the good faith judgment of the Company (after consultation with counsel), be adverse to its interests. Should the ability of the Holders to exercise the Warrants be suspended for more than an aggregate of sixty (60) days in any three hundred sixty five (365) day period pursuant to this Section 4.3(b), the Exercise Period shall be extended by the aggregate number of days in such suspension period(s) in excess of sixty (60) days.

        (a)              Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.

        (b)              Minimum Adjustment. No adjustment in the number of Warrant Shares purchasable by a Holder pursuant to Section 8.1(a) shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant. The amount by which any adjustment is not made by reason of this subsection shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one-hundredth of a Warrant Share.

        (c)              Adjustment in Exercise Price. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted pursuant to Section 8.1(a), the Exercise Price payable for each Warrant Share immediately prior to such adjustment shall be adjusted (to the nearest cent) by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to the Adjustment Event and the denominator of which shall be the number of Warrant Shares purchasable immediately after the Adjustment Event.

        (d)              Adjustment for Additional Issuances of Common Stock. In case the Company shall issue or sell, or in accordance with this Section 8.1(d) be deemed to have issued or sold, in one transaction or a series of transactions occurring during the Exercise Period, shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) for both (1) an aggregate consideration of greater than $5,000,000 and (2) a consideration per share (or, in the case of a series of transactions, a weighted average consideration per share) (the “New Issuance Price”) of less than $[insert price at closing that is used to determine initial Exercise Price] (the “Applicable Price”) (any such transaction or series of transactions, a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to 150% of the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares purchasable upon exercise of each Warrant shall be adjusted to be equal to the number determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale by the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. No adjustment shall be made pursuant to this Section 8.1(d) if the precipitating event is addressed in another portion of Section 8. For purposes of determining the adjusted Exercise Price under this Section 8.1(d), the following shall be applicable:

        (i)              Issuance of Options. If the Company in any manner grants or sells any Options, and the price per share (or, if applicable, the weighted average price per share) for which one share of Common Stock is issuable upon the exercise of any such Option or upon the conversion, exercise or exchange of any Convertible Security issuable upon the exercise of any such Option is less than the Applicable Price, then the shares of Common Stock underlying such Options shall be deemed to have been issued and sold by the Company at the time of the grant or sale of such Options for such price per share (or, if applicable, such weighted average price per share), and such price per share (or, if applicable, such weighted average price per share) shall be deemed to be the New Issuance Price. For purposes of this Section 8.1(d), the aggregate consideration shall be determined by multiplying (A) the price per share (or, if applicable, the weighted average price per share) for which one share of Common Stock is issuable upon the exercise of any such Option or upon the conversion, exercise or exchange of any Convertible Security issuable upon the exercise of any such Option by (B) the number of such Options. For purposes of this Section 8.1(d)(i), the “price per share (or, if applicable, the weighted average price per share) for which one share of Common Stock is issuable upon the exercise of any such Option or upon the conversion, exercise or exchange of any Convertible Security issuable upon the exercise of any such Option” shall be equal to the sum of the amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the grant or sale of an Option, upon the exercise of such Option and upon the conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option (or, if applicable, the weighted average of such sums). No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of any share of Common Stock or of any Convertible Security upon the exercise of an Option or upon the actual issuance of any share of Common Stock upon the conversion, exercise or exchange of any such Convertible Security.

        (ii)              Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities, and the price per share (or, if applicable, the weighted average price per share) for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then the shares of Common Stock underlying such Convertible Securities shall be deemed to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share (or, if applicable, such weighted average price per share), and such price per share (or, if applicable, such weighted average price per share) shall be deemed to be the New Issuance Price. For purposes of this Section 8.1(d), the aggregate consideration shall be determined by multiplying (A) the price per share (or, if applicable, the weighted average price per share) for which one share of Common Stock is issuable upon the conversion, exercise or exchange of any such Convertible Security by (B) the number of such Convertible Securities. For purposes of this Section 8.1(d)(ii), the “price per share (or, if applicable, the weighted average price per share) for which one share of Common Stock is issuable upon the conversion, exercise or exchange” shall be equal to the sum of the amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of a Convertible Security and upon the conversion, exercise or exchange thereof (or, if applicable, the weighted average of such sums). No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of any share of Common Stock upon the conversion, exercise or exchange of a Convertible Security, and if any issuance or sale of a Convertible Security is made upon the exercise of any Option for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 8.1(d), no further adjustment of the Exercise Price or number of Warrant Shares shall be made by reason of such issuance or sale.

        (iii)              Change in Option Price or Rate of Conversion. If the exercise price provided for in any Option, the additional consideration, if any, payable upon the issuance, conversion, exercise or exchange of any Convertible Security, or the rate at which any Convertible Security is convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price and the number of Warrant Shares in effect at the time of such increase or decrease shall be adjusted to the Exercise Price and the number of Warrant Shares which would have been in effect at such time had such Option or Convertible Security provided for such increased or decreased exercise price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 8.1(d)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of this Warrant are modified in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such modification. No adjustment pursuant to this Section 8.1(d)(iii) shall be made if such adjustment would result in an increase of the Exercise Price then in effect or a decrease in the number of Warrant Shares. Notwithstanding the foregoing, none of the adjustments described in this subsection shall affect the Exercise Price or number of Warrant Shares unless a Dilutive Issuance has occurred.

        (iv)              Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, such Option will be deemed to have been issued for a consideration of $0.01. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Closing Sale Price of such security on the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be reasonably determined in good faith by the Company’s Board of Directors.

        (v)              Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Options or Convertible Securities or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the grant of such right of subscription or purchase, as the case may be.

        (a)               In case of any consolidation or merger of the Company into another entity, or any sale of all or substantially all assets of the Company (collectively, a “Reorganization”), the Company or such successor entity shall on or before the date of consummation of the Reorganization (the “Closing Date”), at its option, either:

        (i)               deliver to the Warrant Agent a notice of redemption (the “Redemption Notice”), which shall be binding on the Company and on all Holders, and redeem all Warrants by payment, in cash, to each Holder of an amount equal to the excess, if any, of (A) the value of the consideration that each such Holder would have been entitled to receive upon the consummation of the Reorganization had such Holder exercised all of such Holder’s Warrant(s) immediately prior to such Reorganization, over (B) the aggregate Exercise Price that would have been payable by each such Holder upon any such exercise immediately prior to such Reorganization, such payments to be made within ten (10) Business Days of the Closing Date; or

        (ii)               execute and deliver to the Warrant Agent an agreement, which shall be binding on the Holders, that each Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action (after giving effect to any applicable adjustments) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which such Holder would have owned or have been entitled to receive upon the consummation of the Reorganization had such Warrant been exercised immediately prior to such Reorganization. The Company shall at its sole expense mail, by first class mail, postage prepaid, to each Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical to the adjustments provided for in this Section 8.

        (b)               In the event the Company delivers a Redemption Notice, any right to exercise a Warrant shall terminate at 5:00 p.m., Holland, Michigan time, on the Closing Date. On and after the Closing Date, the Holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price, without interest.

        (c)               The Company shall not merge or consolidate with or into any other entity, unless the successor entity (if not the Company) shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this Section 8.3 shall similarly apply to successive consolidations or mergers.

        (a)               authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or any other subscription rights, options or warrants;

        (b)               authorize the distribution to all holders of shares of Common Stock of securities or assets (other than cash dividends);

        (c)               effect any Reorganization, any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value or as a result of a subdivision or combination of outstanding shares of Common Stock), or a tender offer or exchange offer for shares of Common Stock; or

        (d)               effect a voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each Holder at its address appearing on the Warrant Register, at least twenty (20) calendar days prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first class mail, postage prepaid, a written notice stating (x) the date as of which the Holders of record of shares of Common Stock entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (z) the date on which any such reclassification, Reorganization, dissolution, liquidation or winding up is expected to become effective or consummated, as well as the date as of which it is expected that Holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, Reorganization, dissolution, liquidation, or winding up. The failure to give the notice required by this Section 10.2 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, reclassification, Reorganization, dissolution, liquidation, winding up or action, or the vote upon any of the foregoing.

        (a)              Agent for the Company. In acting under this Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship or agency or trust for or with any of the Holders or beneficial owners of Warrants.

        (b)              Counsel. The Warrant Agent may consult with counsel satisfactory to it (who may be counsel to the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion or the advice of such counsel.

        (c)              Documents. The Warrant Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

        (d)              No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth in this Agreement and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained in this Agreement or in the Warrant Certificates.  

        (e)              Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to conduct any review or investigation to determine whether any facts exist that may require an adjustment of the number of Warrant Shares or other property issuable upon exercise of each Warrant or the Exercise Price, with respect to the nature or extent of any adjustment when made, or with respect to the method employed in making such adjustment. The Warrant Agent shall not be accountable with respect to the validity or value of any shares of Common Stock or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates upon the surrender of any Warrant Certificate for the purpose of exercise or upon any adjustment.

        (a)              Resignation and Removal. Upon sixty (60) days’ prior written notice, the Warrant Agent may resign at any time, and such notice shall specify the date on which the resignation shall become effective. The Warrant Agent may be removed at any time by the Company upon sixty (60) days’ prior written notice, which notice shall specify the date on which the removal shall become effective. Notwithstanding the foregoing, no resignation or removal shall take effect until the appointment by the Company of a successor Warrant Agent and the acceptance of such appointment by such successor Warrant Agent.

        (b)              Appointment of Successor. In the event that the Warrant Agent shall resign or be removed, shall become insolvent, shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, a successor Warrant Agent shall be appointed by the Company. Any successor Warrant Agent shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof, and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000.

        (c)              Successor To Expressly Assume Duties. Any successor Warrant Agent shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment, and upon the delivery of such instrument, the successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the rights and obligations of such predecessor with like effect as if originally named as Warrant Agent under this Agreement, and the predecessor Warrant Agent, upon payment of its charges and disbursements then unpaid, shall become obligated to transfer, deliver and pay over all monies, securities and other property on deposit with or held by such predecessor as Warrant Agent. Upon the appointment of a successor Warrant Agent, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation of the predecessor Warrant Agent and the name and address of the successor Warrant Agent.

        (d)              Successor by Merger. Any corporation or entity into which the Warrant Agent may be merged or consolidated, any corporation or entity resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all of its assets and business shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, provided that the successor Warrant Agent is eligible for appointment as a successor Warrant Agent under the provisions of this Section 11.6. If at the time a successor Warrant Agent is appointed any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and all such Warrant Certificates shall be fully valid and effective as provided in this Agreement.

        (a)               Any notice pursuant to this Agreement shall be in writing addressed to the relevant address set forth below or such other relevant address as may be specified in writing by the relevant party. A notice shall be deemed properly made: (i) upon personal delivery, (ii) five (5) days after deposit in the mail, postage prepaid, first class mail, or (iii) one (1) day after deposit with a recognized overnight courier, postage prepaid.

        (b)               Any notice pursuant to this Agreement by the Company or the Warrant Agent to the Holders shall be in writing and shall be delivered to such Holders at their respective addresses in the Warrant Register. The address of each Holder shall be as provided in the Warrant Register. Any Holder may change its address by notice to the Company and the Warrant Agent given in accordance with this Section 12.1. Failure to provide notice to a Holder or any defect in such notice shall not affect its sufficiency with respect to other Holders. If a notice is mailed in the manner provided by this Section 12, it is duly given, whether or not the addressee receives it.