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