EXHIBIT 10.14
Patriot National Bancorp, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
_______________, 2005
Registrar and Transfer Company
00 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
Patriot National Bancorp, Inc., a Connecticut corporation, proposes to
offer for purchase up to ____________ shares of its common stock, $2.00 par
value per share (the "Shares"), in connection with a rights offering (the
"Offering") to its stockholders and certain standby purchasers and subject to
the conditions set forth in the registration statement filed on Form SB-2 (the
"Registration Statement") with the Securities and Exchange Commission on
____________, 2005, as such Registration Statement may be amended from time to
time.
We hereby confirm your appointment as our Information Agent in
connection with the Offering, and by your signature below you hereby confirm
your acceptance of such appointment. You hereby further agree that your
authority and actions as Information Agent shall be governed by the terms of
this Agreement, as follows.
1. DUTIES OF INFORMATION AGENT: It is understood and agreed that your
primary duties as our Information Agent will include (a) advice to and
confidential consultation with us and our authorized representative in
connection with the Offering and our related communications; (b) disseminating
printed materials relating to the Offering (including all amendments and
supplements thereto) to brokers, securities dealers, banks, trust companies,
nominees and any stockholder of the Company who may request the same; (c)
responding promptly to parties who contact you as our Information Agent
requesting information pertaining to the Offering; and (d) initiating calls to
stockholders concerning the Offering (should we so elect).
2. COMPENSATION. In consideration of the services to be performed by
you in connection with the Offering, we hereby agree to pay to you a fee of U.S.
$____________ plus your ordinary and customary charges for reasonable
disbursements and expenses incurred by you in connection with the Offering. We
understand that disbursements and expenses include, without limitation all
postage, air freight, trucking and other delivery costs relating to the
forwarding of our printed materials to brokerage firms, banks and any
stockholder of the Company who may request them.
We acknowledge that our obligations under this Section 2 are not
conditioned upon the successful consummation of the Offering or any number of
Shares being subscribed to pursuant to the Offering.
3. INDEMNITY AND FAILURE: (a) We hereby covenant and agree to
hold you harmless and to indemnify you against any loss, claim, damage,
liability or expense (including reasonable fees and expenses of your legal
counsel) arising out of or resulting from the performance of your duties under
this
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Agreement; except any such loss, claim, damage, liability or expense arising out
of or resulting from your gross negligence or willful material breach of this
Agreement.
(b) Promptly after receipt by you of notice of the commencement
of any action, you shall, if a claim in respect thereof is to be made against
us, notify us in writing of the commencement thereof, but the omission so to
notify us shall not relieve us from any liability which we may have to you. In
case any such action shall be brought against you and you shall notify us of the
commencement thereof, we shall be entitled to participate therein and, to the
extent that we shall wish assume the defense thereof, with counsel satisfactory
to you (who shall not, except with your consent, be our counsel), and, after
notice from us to you of our election so to assume the defense thereof, we shall
not be liable to you for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by you in connection with the
defense thereof other than reasonable costs of investigation. We shall not,
without your written consent, effect the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution maybe sought
hereunder (whether or not you are an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i) includes your
unconditional release from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act, by or on your behalf. In addition, you shall not, without our
prior written consent, which shall not be unreasonably withheld, effect the
settlement of any claim or litigation with respect to which you may seek
indemnification from us.
4. ASSIGNMENT: This Agreement and the appointment as
Information Agent hereunder shall inure to the benefit of, and the obligations
created thereby shall be binding upon the successors and assigns of the parties
hereto, except that if we assign this Agreement, we shall remain liable to you
for the prompt and full payment of your fees and expenses, and you may neither
assign your rights nor delegate your duties hereunder without our prior written
consent.
5. INTERPRETATION:
(a) This Agreement shall be construed and enforced in accordance
with the laws of the State of New Jersey.
(b) If any provision of this Agreement shall be held illegal,
invalid or unenforceable by any court, this Agreement shall
be construed and enforced as if such provision had not been
contained herein and shall be deemed an agreement between us
to the full extent permitted by applicable law.
(c) Section headings have been inserted for convenience of
reference only, are not part of this Agreement and shall not
be used in any way in the interpretation of any of the
provisions hereof.
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Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy of the
undersigned, whereupon this Agreement and the terms and conditions herein
provided shall constitute a binding agreement between us.
Sincerely,
By:
-------------------------------- ---------------------------------
Xxxxxx X. X'Xxxxxxx Xxxxxx Xx Xxxx
Senior Executive Vice President Chairman of the Board
and Chief Financial Officer and Chief Executive Officer
Accepted as of this ________ day of
______________, 2005
Registrar and Transfer Company
-------------------------------- ------------------------------
(Witness) Name:
Title:
