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Warrant to Purchase Common Stock of Macatawa Bank Corporation

Warrant Agreement

Warrant to Purchase Common Stock of Macatawa Bank Corporation | Document Parties: Macatawa Bank Corporation | Registrar and Transfer Company | Trade Partners, Inc You are currently viewing:
This Warrant Agreement involves

Macatawa Bank Corporation | Registrar and Transfer Company | Trade Partners, Inc

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Title: Warrant to Purchase Common Stock of Macatawa Bank Corporation
Date: 6/19/2009
Industry: Regional Banks     Sector: Financial

Warrant to Purchase Common Stock of Macatawa Bank Corporation, Parties: macatawa bank corporation , registrar and transfer company , trade partners  inc
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Exhibit 4.2

TO BE IN THE FORM OF A BANKNOTE CERTIFICATE

CUSIP No. 554225 11 0

        THIS WARRANT IS GOVERNED BY AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON REQUEST FROM MACATAWA BANK CORPORATION OR THE WARRANT AGENT .

Warrant to Purchase Common Stock of Macatawa Bank Corporation

        This Warrant (the “Warrant”) is issued to _____________________________, or his, her or its registered assigns (the “holder”) by Macatawa Bank Corporation, a Michigan corporation (the “Company”), on the date set forth on this certificate. This Warrant is issued pursuant to that certain Warrant Agreement, dated June 16, 2009 (the “Warrant Agreement”), between the Company and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”) and in furtherance of that certain Settlement and Release and Stock and Warrant Issuance Agreement, dated November 12, 2008, as amended by the First Amended Settlement and Release Agreement and Stock and Warrant Issuance Agreement dated January 30, 2009, as further amended by the Second Amendment to the Settlement and Release Agreement and Stock and Warrant Issuance Agreement dated April 30, 2009, in settlement of the lawsuit pending in the United States District Court for the Western District of Michigan, entitled In re Trade Partners, Inc. Investor Litigation , Case No. 1:07-MD-1846-RHB, and the lawsuit pending in the Kent County Circuit Court in Grand Rapids, Michigan, entitled Giese et al. v. Macatawa Bank Corp et al., Case No. 06-11707-CZ.

        1.        Definitions . All capitalized terms not defined herein shall have the meanings ascribed to them in the Warrant Agreement.

        2.        Purchase Shares . Subject to the terms and conditions hereinafter set forth, the holder is entitled, upon surrender of this Warrant to the Warrant Agent, to purchase from the Company up to that number of fully paid and non-assessable shares of the Company’s Common Stock equal to the number of Warrants set forth above. The number of shares of Common Stock issuable pursuant to this Section 2 shall be subject to adjustment pursuant to Section 8 of the Warrant Agreement.

        3.        Exercise Price . The purchase price for each Warrant Share shall be $9.00 per share, as adjusted from time to time pursuant to Section 8 of the Warrant Agreement (the “Exercise Price”). All payments shall be made in lawful money of the United States of America by certified or official bank check or checks payable to the order of the Company or by wire transfer.

        4.        Exercise Period . This Warrant shall be exercisable, in whole or in part, on any Business Day, from and after the later of (a) June 18, 2010, and (b) the Effective Date of the Registration Statement and until 5:00 p.m., Holland, Michigan


time, on the fifth anniversary of the later of (a) or (b), as such period may be extended pursuant to the terms of the Warrant Agreement (the “Exercise Period”).

        5.        Method of Exercise . While this Warrant remains outstanding and during the Exercise Period, the holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (a) the surrender of this Warrant, together with a duly executed copy of the form of Notice of Election (attached to this Warrant), to the Warrant Agent at its principal offices; and (b) the payment to the Warrant Agent for the account of the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in any manner permitted in the Warrant Agreement.

        6.        Certificates for Warrant Shares . Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Warrant Shares so purchased shall be issued as soon as practicable thereafter (with appropriate restrictive legends, if applicable), and in any event within thirty (30) days of the delivery of the Notice of Election. In case the holder shall exercise this Warrant with respect to less than all of the Warrant Shares that may be purchased under this Warrant, the Company shall execute a new warrant in the form of this Warrant for the balance of such Warrant Shares and deliver such new warrant to the holder of this Warrant.

        7.        No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares, the Company shall make a cash payment for such fractional shares or scrip on the basis of the Trading Price determined as of the date of exercise.

        8.        No Shareholder Rights . Prior to exercise of this Warrant, the holder shall not be entitled to any rights of a shareholder with respect to the Warrant Shares, including (without limitation) the right to vote such Warrant Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of shareholder meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this Section 8 shall limit the right of the holder to be provided the notices required under the Warrant Agreement.

        9.        Transfers of Warrant , Subject to compliance with applicable federal and state securities laws, this Warrant and all rights (but


 
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