CUSIP # __________________ ___________________ WARRANTS
NO. W _____________________
SOMERSET HILLS BANCORP
WARRANTS TO PURCHASE COMMON STOCK
VOID FOR ANY PURPOSE AFTER 5:00 PM, EASTERN TIME, ON _______, ____
This Certificate certifies that, for value received,______________________
_______________________________________________________________________________
or registered assigns, is the registered holder of the number of warrants (the
"Warrants") set forth above. Each Warrant entitles the registered holder thereof
to purchase from Somerset Hills Bancorp, a New Jersey corporation with its
principal office at 000 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 (the
"Corporation"), on and after the issuance date ONE (1) FULLY PAID AND
NONASSESSABLE SHARE of the common stock, no par value per share, of the
Corporation (the "Common Stock"), at the purchase price of $____ (the "Purchase
Price") upon surrender of this Warrant Certificate, with the form of election to
purchase set forth on the reverse hereof properly completed and duly executed
and payment of the Purchase Price at the principal office of the Transfer Agent,
or its successors as Transfer Agent, as provided in the Warrant Agreement (the
"Warrant Agreement"), dated ______, 2002 by and between the Corporation and
Registrar & Transfer Company (the "Transfer Agent"), a copy of which may be
obtained from the Corporation, by a written request from the registered holder
hereof or which may be inspected by any registered holder or his or her agent at
the principal office of the Corporation. Payment of the Purchase Price may be
made at the option of the registered holder in cash, by certified or official
bank check payable to the order of the Corporation.
The Purchase Price and the number of shares of Common Stock purchasable
upon exercise of the Warrants set forth above are based on the Common Stock of
the Corporation outstanding as of the issuance date of this Warrant Certificate
and are subject to adjustment as provided in Section 5 of the Warrant Agreement.
Upon surrender of this Warrant Certificate and payment of the Purchase
Price, the Corporation shall issue and cause to be delivered to the registered
holder of this Warrant Certificate a certificate for the number of shares of
Common Stock issuable for the Warrants then being exercised.
No Warrant may be exercised after 5:00 P.M., Eastern Time, on ______, 2005
(the "Expiration Date"). If such date is not a Business Day as defined in the
Warrant Agreement, the Expiration Date shall mean 5:00 P.M., Eastern Time, the
next following Business Day. The Expiration Date may be accelerated as provided
in the Warrant Agreement under certain specifically defined circumstances upon
notice to the registered holder hereof. To the extent not exercised and
delivered to the Transfer Agent by the Expiration Date, the Warrants shall be
null and void.
The further provisions of this Warrant Certificate set forth on the reverse
hereof and the further provisions of the Warrant Agreement shall for all
purposes have the same effect as if set forth fully at this place
This Warrant Certificate is not valid unless countersigned by the Transfer
Agent.
IN WITNESS WHEREOF, Somerset Hills Bancorp, Inc. has caused this Warrant
Certificate to be duly executed under its corporate seal.
Countersigned:
Registrar & Transfer Company as Transfer Agent
----------------------------
By: _____________________________________
Authorized Signature
Dated: __________________________________
(SEAL)
SOMERSET HILLS BANCORP
By: _____________________________
President
By: ____________________________
Secretary
SOMERSET HILLS BANCORP
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement, which is incorporated herein by reference.
Please refer to the Warrant Agreement for a description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Transfer Agent, the Corporation and the registered holders of the Warrants. In
the event the registered holders do not comply with the terms of the Warrant
Agreement, the Warrants shall immediately become null and void.
The Warrant Agreement provides that upon the occurrence of certain events,
the Purchase Price set forth on the face hereof may, under certain conditions,
be adjusted. If the Purchase Price is adjusted, the Warrant Agreement provides
that the Purchase Price in effect immediately prior to such event shall be
adjusted so that the registered holder of each Warrant may receive the number of
shares of Common Stock of the Corporation to which it would have been entitled
upon such action if such registered holder had so exercised the Warrant
immediately prior to the event. No fractional shares of Common Stock will be
issued upon exercise of the Warrant. If any fraction of a share of Common Stock
would be issuable upon the exercise of the Warrants (or any specified portion
thereof), the Corporation shall pay an amount in cash equal to the product of
(a) such fraction and (b) the fair market value of the Common Stock, as
determined in good faith by the Board of Directors of the Corporation, on the
Business Day prior to the date the Warrant is exercised.
Upon surrender of this Warrant Certificate and similar Warrant Certificates
at the principal office of the Transfer Agent, by the registered holder hereof
in person or by an attorney duly authorized in writing, such Warrant
Certificates may be transferred or exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, for another Warrant Certificate
or Warrant Certificates of like tenor, evidencing in the aggregate the number of
Warrants evidenced by the Warrant Certificates so surrendered and registered in
the name or names as requested by the then registered owner thereof or by an
attorney duly authorized in writing. In the case of the exercise of less than
all the Warrants represented hereby, the registered holder shall be entitled to
receive upon surrender of this Warrant Certificate another Warrant Certificate
or Warrant Certificates for the balance of the Warrants evidenced by this
Warrant Certificate.
Prior to the exercise of any Warrant represented hereby, the registered
holder shall not be entitled to any rights of a stockholder of the Corporation,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Corporation, except as provided in the Warrant Agreement.
The Corporation and the Transfer Agent shall treat the registered holder as
the absolute owner hereof and of each Warrant represented hereby for all
purposes and shall not be affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New Jersey.
