FIRST AMENDMENT TO THE RIGHTS AGREEMENT
FIRST
AMENDMENT TO THE
RIGHTS AGREEMENT
This
FIRST
AMENDMENT TO RIGHTS AGREEMENT
(this “First
Amendment”) is hereby made this 23rd day of January, 2008 by and between
PATRIOT NATIONAL BANCORP,
INC.,
a Connecticut corporation having its principal place of business at
000
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx (the “Company”) and REGISTRAR
AND TRANSFER
COMPANY, a New Jersey corporation (the “Rights Agent”) to amend
that
certain Rights Agreement by and between the Company and the Rights Agent, dated
April 19, 2004 (the “RightsAgreement”). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
to
those terms in the Rights Agreement.
WHEREAS,
the Rights Agreement
provides that an “Acquiring Person” for the purposes of triggering certain
rights of Company shareholders is defined at an ownership level of 15% of
outstanding Company shares; and
WHEREAS,
Xxxxxx Xxxxxxx and
affiliates currently reports ownership of 552,736 shares of common stock of
the
Company and is approaching the 15% triggering level; and
WHEREAS,
the Board of
Directors has considered the purposes of the Rights Agreement and believes
that
ownership by Xx. Xxxxxxx, should he wish to do so, in excess of 15% is
desirable;
WHEREAS,
the Board of Directors
of the Company authorized the amendment of the Rights Agreement to
exclude ownership by Xxxxxx Xxxxxxx and affiliates up to 20% of outstanding
shares from triggering poison pill rights under the Rights Agreement;
and
WHEREAS,
Section 27(iv) of the
Rights Agreement permits the amendment of the Rights Agreement without
the approval of any holders of Rights in order to change the provisions thereof
in any manner which the Company may deem necessary or desirable and which shall
not materially adversely affect the interests of the holders of Rights
Certificates,
provided,
however, that such amendment shall be effective only if there
are Continuing Directors then in office and shall require the concurrence of
a
majority of such Continuing Directors if such supplement or amendment occurs
at
or after the time a Person becomes an Acquiring Person, and additionally that
prior to the
Distribution Date, the amendment does not decrease the redemption price, as
set
forth in Section 23 of the Rights Agreement (collectively, “Amendment
Prohibiting Events”).; and
WHEREAS,
no Amendment
Prohibiting Events have occurred.
NOW,
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
and
in consideration of the mutual promises herein contained, the Company and the
Rights Agent hereby agree as follows:
1
1.
Officer’s
Certificate. The Company has delivered a certificate, in
compliance with the terms of Section 27, from an appropriate officer of the
Company, attached hereto as Exhibit A, stating
that the at the time of this amendment no Person has become an Acquiring Person
pursuant to the terms of the Rights Agreement.
2.
Amendment of
Definition of Acquiring Person. Section 1(a) of the Rights Agreement is
hereby amended by adding the following language to the end of Section
1(a):
“Xxxxxx
Xxxxxxx also shall not be considered to be an Acquiring Person for the purposes
of this Agreement unless and until he shall become the Beneficial Owner of
twenty (20%) percent or more of the shares of Common Stock then outstanding
of
the Company.”
3.
The Rights Agreement and all the provisions therein are and shall remain (except
as modified herein) unchanged, unmodified and unamended and fully binding upon
the parties hereto.
IN
WITNESS WHEREOF, each party has
caused this instrument to be signed in its corporate name by its proper duly
authorized representative, on the day and year first written above.
REGISTRAR
AND TRANSFER COMPANY
By: /s/
Xxxxxxx X.
Tatler
Name:
Xxxxxxx X. Tatler
Its
Duly
Authorized Vice President
PATRIOT
NATIONAL BANCORP, INC.
By:
/s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Its: Duly
Authorized President
2
Exhibit
A
OFFICER’S
CERTIFICATE
All
capitalized terms contained herein
shall have the meanings ascribed thereto in that certain Rights Agreement dated
as of April 19, 2004, by and between PATRIOT NATIONAL BANCORP, INC., a
Connecticut corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a
New Jersey corporation (the “Rights Agent”).
This
is to certify that
the pursuant to Section 27 of the Rights Agreement, at the time of the
execution of the First Amendment to the Rights Agreement, dated as of January
23, 2008, no Person has become an Acquiring Person in accordance with the terms
of the Rights Agreement and therefore the concurrence of a majority of
Continuing Directors is not required and the amendment is in compliance with
the
terms of Section 27.
This
certificate is issued pursuant to
and is subject to the terms of said Rights Agreement, as amended by First
Amendment.
PATRIOT
NATIONAL BANCORP, INC.
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By:
/s/ Xxxxxxx X.
Xxxxxx
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Xxxxxxx
X. Xxxxxx
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Its:
President
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Dated:
January 23, 2008
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