EXHIBIT 99.3
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June 30, 0000
Xxxxxxxx Xxxxxxxxx Bancorp
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
RE: Agreement and Plan of Acquisition
dated June 30, 2004
Ladies and Gentlemen:
I have been advised that as of the date hereof I may be deemed to be an
affiliate of Xxxxxxx Community Bank, a commercial bank organized under the laws
of the State of New Jersey ("Xxxxxxx"), as the term "affiliate" is defined for
purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the
"Rules and Regulations") of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). I have been further advised that pursuant to the terms of the Agreement
and Plan of Acquisition, dated as of June 30, 2004 (the "Agreement"), by and
between Monmouth Community Bancorp, a New Jersey corporation ("Bancorp"), and
Xxxxxxx, Xxxxxxx shall be acquired by Bancorp (the "Combination") and each share
of the common stock, par value $3.33333 per share, of Xxxxxxx ("Xxxxxxx Common
Stock") shall be converted into the right to receive one share of common stock,
par value $0.01 per share, of Bancorp ("Bancorp Common Stock"). All capitalized
terms used in this letter agreement but not defined herein shall have the
meanings ascribed thereto in the Agreement.
I represent, warrant and covenant to Bancorp that in the event I receive
any Bancorp Common Stock as a result of the Combination:
(a) I shall not make any sale, transfer or other disposition of Bancorp
Common Stock in violation of the Securities Act or the Rules and
Regulations.
(b) I have carefully read this letter agreement and the Agreement and
discussed the requirements and other applicable limitations set
forth herein upon my ability to sell, transfer or otherwise dispose
of Bancorp Common Stock to the extent I believed necessary with my
counsel or counsel for Xxxxxxx.
Monmouth Community Bancorp
June 30, 2004
Page 2
(c) I have been advised that the issuance of Bancorp Common Stock to me
pursuant to the Combination will be registered with the Commission
under the Securities Act on a Registration Statement on Form S-4.
However, I have also been advised that, since at the time the
Combination will be submitted for a vote of the stockholders of
Xxxxxxx, I may be deemed to be an affiliate of Xxxxxxx, I may not
sell, transfer or otherwise dispose of Bancorp Common Stock received
by me in the Combination unless (i) such sale, transfer or other
disposition has been registered under the Securities Act, (ii) such
sale, transfer or other disposition is made in conformity with the
volume and other limitations of Rule 145 promulgated by the
Commission under the Securities Act, or (iii) in the opinion of
counsel reasonably acceptable to Bancorp, such sale, transfer or
other disposition is otherwise exempt from registration under the
Securities Act.
(d) I understand that Bancorp is under no obligation to register for
sale, transfer or other disposition by me under the Securities Act
any of the shares of Bancorp Common Stock received by me as a result
of the Combination.
(e) I also understand that stop transfer instructions will be given to
Bancorp's transfer agent with respect to the Bancorp Common Stock
received by me and that there will be placed on the certificates
representing such Bancorp Common Stock, or any substitutions
therefor, a legend stating in substance:
The securities represented by this certificate have been
issued in a transaction to which Rule 145 promulgated under
the Securities Act of 1933, as amended, applies and may only
be sold or otherwise transferred in compliance with the
requirements of Rule 145 or pursuant to a registration
statement under said Act or an exemption from such
registration.
(f) I also understand that unless the transfer by me of my Bancorp
Common Stock has been registered under the Securities Act or is a
sale made in conformity with the provisions of Rule 145, Bancorp
reserves the right to put the following legend on the certificates
issued to my transferee:
Monmouth Community Bancorp
June 30, 2004
Page 3
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
were acquired from a person who received such shares in a
transaction to which Rule 145 promulgated under the Securities
Act of 1933, as amended, applies. The shares have been
acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning
of the Securities Act of 1933, as amended, and may not be
sold, pledged or otherwise transferred except in accordance
with an exemption from the registration requirements of the
Securities Act of 1933, as amended.
It is understood and agreed that the legends set forth above shall be
removed, and the above stop transfer instructions and the restrictions on sale
will cease to apply if: (i) one year (or such other period as may be required by
Rule 145(d)(2) under the Securities Act or any successor thereto) shall have
elapsed from the Closing Date and the provisions of such Rule are then available
to me; or (ii) two years (or such other period as may be required by Rule
145(d)(3) under the Securities Act or any successor thereto) shall have elapsed
from the Closing Date and the provisions of such Rule are then available to me;
or (iii) I shall have delivered to Bancorp (A) a copy of a letter from the staff
of the Commission, or an opinion of counsel in form and substance reasonably
satisfactory to Bancorp, or other evidence reasonably satisfactory to Bancorp,
to the effect that such legend is no longer required for purposes of the
Securities Act, or (B) reasonably satisfactory evidence or representations that
the securities represented by such certificates are being or have been
transferred in a transaction made in conformity with the provisions of Rule 145
under the Securities Act or pursuant to an effective registration under the
Securities Act.
I recognize and agree that the foregoing provisions also apply to (i) my
spouse, (ii) any relative of mine or my spouse occupying my home, (iii) any
trust or estate in which I, my spouse or any such relative owns at least ten
percent (10%) beneficial interest or of which any of us serves as trustee,
executor or in any similar capacity, and (iv) any corporate or other
organization in which I, my spouse or any such relative owns at least ten
percent (10%) of any class of equity securities or of the equity interest.
Monmouth Community Bancorp
June 30, 2004
Page 4
It is understood and agreed that this letter agreement shall terminate and
be of no further force and effect if the Agreement is terminated in accordance
with its terms.
Execution of this letter agreement should not be construed as an admission
on my part that I am an "affiliate" of Xxxxxxx as described in the first
paragraph of this letter agreement or as a waiver of any rights I may have to
object to any claim that I am such an affiliate on or after the date of this
letter agreement.
This letter agreement is hereby delivered to you pursuant to Section 6.07
of the Agreement.
Very truly yours,
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Accepted this 30th day of June, 2004
By: _____________________________
Name: Xxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer of
Monmouth Community Bancorp
