WARRANT AGREEMENT
Agreement, dated as of this 22nd day of January, 1998, by and between
ADMIRALTY BANCORP, INC., a New Jersey corporation (the "Company") and
STOCKTRANS, (the "Warrant Agent").
W I T N E S S E T H
WHEREAS, the Company is offering for sale up to 965,000 Units (the
"Units"), each Unit consisting of one share of the Company's Class A Common
Stock (the "Class A Stock"), and one Warrant (the "Warrant") which entitles the
holder thereof to purchase one share of Class B Common Stock (the "Class B
Stock") at the purchase price of $11.00 per share at any time commencing one
year after the date hereof and ending on January 21, 2002.
WHEREAS, the Company desires to appoint the Warrant Agent to act on its
behalf in connection with the (i) issuance, transfer and exchange of the
certificates representing the Warrants (the "Warrant Certificates"), (ii) the
exercise of the Warrants by the holders thereof (together with any registered
successors or assigns, the "Holders") and (iii) the adjustment of the Warrants
in certain events as contained herein in accordance with the terms of the
Warrants and this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.0. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent as its agent to issue the Warrant Certificates, as set forth herein,
subject to resignation or replacement of the Warrant Agent as provided herein.
The Warrant Agent agrees to accept such appointment, subject to the terms and
conditions as set forth herein and to issue, transfer and exchange the Warrant
Certificates pursuant to the terms provided for herein and to notify the
Company's transfer agent to issue the certificates representing the appropriate
number of shares of Class B Stock (or other consideration) upon exercise of the
Warrants. The Company agrees to issue and honor the Warrants on the terms and
conditions as herein set forth and to instruct its transfer agent to issue its
Class B Stock (or other securities) upon notice from the Warrant Agent of the
proper exercise of any Warrant. The Warrant Agent is hereby empowered to enforce
any rights of the Holders for the benefit of any Holders, subject to the terms
and conditions contained herein.
2.0. Issuance of Warrant Certificates.
2.1. Form of Warrant Certificate. All Warrants shall be issued
substantially in the form of the Warrant Certificate annexed hereto as Exhibit
A. The terms of any such Warrant Certificate are incorporated herein by
reference.
2.2. Execution of Warrants. The Warrants shall be issued in registered
form only. No Warrants shall have been duly and validly issued until a Holder
has received a Warrant Certificate executed by the chairman or president of the
Company and the secretary or treasurer of the Company and such Certificate is
countersigned by an authorized officer of the Warrant Agent. All Warrant
Certificates shall bear the Company's corporate seal. Any Warrant Certificates
may be executed by the officers of the Company by means of a facsimile
signature. The Warrant Agent shall maintain the register of all Holders.
2.3. Maximum Number of Warrants. The Company hereby authorizes the Warrant
Agent to issue up to 965,000 Warrants pursuant to the terms hereof subject to
adjustment as hereafter provided in Section 4 hereof.
2.4. Initial Holders. The Company shall deliver to the Warrant Agent a
list of the names of the persons who shall be the initial Holders of the
Warrants and the number of Warrants to which each such person is entitled. The
Warrant Agent is hereby authorized by the Company to promptly issue Warrant
Certificates for up to 965,000 Warrants upon receipt of the written request of
the Company, which shall include the list referred to in the preceding sentence.
The Company shall deliver to the Warrant Agent, along with this Warrant
Agreement, a sufficient number of duly executed Warrant Certificates. The
Warrant Certificates requested by the Company shall be completed and
countersigned by the Warrant Agent and promptly delivered to the Company to be
mailed or delivered to the Holders pursuant to the terms hereof. When requested
by the Warrant Agent, from time to time hereafter, the Company will execute
additional Warrant Certificates in blank for the Warrant Agent to issue
hereunder.
2.5. Rights Of A Holder. Subject to adjustment as provided herein, each
Warrant shall evidence the right to purchase one share of the Company's Class B
Stock at the Warrant Price of $11.00. Following the Expiration Date, as defined
in Sections 3.1 and 3.2 below, any Warrant not previously exercised shall be
null and void.
3.0. Exercise of Warrant.
3.1. Exercise Period. The Warrants may be exercised, in whole or in part,
at any time commencing one (1) year after the date hereof and ending at 5:00
P.M., New Jersey time, on January 21, 2002 (the "Expiration Date"). If the
Expiration Date is not a Business Day, it shall automatically be extended to
5:00 P.M. on the next day which is a Business Day. Business Day means any day
other than a Saturday, Sunday, or holiday on which banks in New Jersey are
authorized by law to close.
3.2. Acceleration of Exercise Date. The Company shall have the right to
accelerate the Expiration Date in the event that (i) the Class B Stock is traded
on a national securities exchange, the NASDAQ National Market or the NASDAQ
SmallCap Market; and (ii) the Class B Stock trades at $15.00 per share and does
not trade below $15.00 for a period of 20 consecutive trading days. Upon the
satisfaction of such conditions, the Company shall have the right, but not the
obligation, to provide a written notice accelerating the Expiration Date to a
date not less than 30
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calendar days after the date of such notice. Upon the issuance of such notice,
and expiration of the exercise period, the Company shall redeem any outstanding
and unexercised Warrants for $0.10 per Warrant. The Expiration Date, as
accelerated hereunder, shall be considered to be the "Expiration Date".
3.3. Means of Exercise. In order to exercise a Warrant, the Holder must
present and surrender the Warrant Certificate to the Warrant Agent at its
office, with the Subscription Form on the back of the Warrant Certificate duly
executed and accompanied by payment in full, in the form of cash, by certified
or official bank check payable to the order of the Company or its successor, of
the aggregate Warrant Price for the number of shares of Class B Stock specified
in such Subscription Form. The Warrant Agent shall immediately pay over to the
Company any funds received upon such exercise of Warrants.
3.4. Issuance of Class B Stock. Upon the request of the Warrant Agent, the
Company shall promptly deliver or cause its transfer agent to deliver to the
Holder exercising a Warrant a certificate or certificates evidencing the shares
of Class B Stock purchased when any Warrant is validly exercised.
3.5. Certain Exercise Provisions. If any Warrant is exercised in part
only, a new Warrant Certificate, dated the date of such exercise, evidencing the
rights of the Holder thereof to purchase the balance of the shares of Class B
Stock purchasable under such original Warrant shall promptly be issued to such
Holder. Upon receipt of any Warrant Certificate by the Warrant Agent, at its
office, in proper form for exercise and accompanied by payments as herein
provided, the Holder shall be deemed to be the holder of record of the shares of
Class B Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Class B Stock shall not then be actually delivered
to the Holder.
4.0. Adjustment of Warrant Price and Number of Shares Purchasable and
Other Items in Certain Events. The Warrant Price and the number of shares of
Class B Stock purchasable upon exercise of any Warrant and the other terms and
conditions of the Warrant shall be subject to adjustment and modification as
follows in the circumstances provided:
4.1. Declaration of Stock Dividend, Splits, Reverse Splits or
Reclassification or Reorganization.
(a) In case the Company shall declare any dividend or other distribution
upon its outstanding shares of Class B Stock payable in Class B Stock or shall
subdivide its outstanding shares of Class B Stock into a greater number of
shares, then the number of shares of Class B Stock which may thereafter be
purchased upon the exercise of any Warrant shall be increased in proportion to
the increase in the number of shares of Class B Stock outstanding through such
dividend or subdivision and the Warrant Price per share shall be decreased in
such proportion. In case the Company shall at any time combine the outstanding
shares of its Class B Stock into a smaller number of shares, the number of
shares of Class B Stock which may thereafter be
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purchased upon the exercise of any Warrant shall be decreased in proportion to
the decrease in the number of shares of Class B Stock outstanding through such
combination and the Warrant Price per share shall be increased in such
proportion. The Company shall cause a notice to be mailed to each Holder at
least twenty (20) days prior to the applicable record date for the activity
covered by this Section 4.1(a). The Company's failure to give the notice
required by this Section 4.1(a) or any defect therein shall not affect the
validity of the activity covered by this Section 4.1(a).
(b) In case the Company shall at any time (i) distribute any rights,
options or warrants to all holders of shares of Class B Stock, (ii) issue other
securities to all holders of shares of Class B Stock by reclassification of its
shares of Class B Stock, or (iii) issue by means of a capital reorganization
other securities of the Company in lieu of the Class B Stock or in addition to
the Class B Stock, then the number of shares purchasable upon exercise of each
Warrant immediately prior thereto shall be adjusted so that the Holder of each
Warrant shall be entitled to receive the kind and number of shares or other
securities of the Company which the Holder would have owned or have been
entitled to receive after the happening of the event described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. The Company shall cause a notice to be mailed
to each Holder at least 20 days prior to the applicable record date for the
activity covered by this Section 4.1(b). The Company's failure to give the
notice required by this Section 4.1(b) or any defect therein shall not affect
the validity of the activity covered by this Section 4.1(b).
(c) An adjustment made pursuant to this Section 4.1 shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.
(d) For the purpose of this Section 4.1, the term "shares of Class B
Stock" shall mean (x) the class of stock designated as the Class B Stock at the
date of this Warrant Agreement, or (y) any other class of stock resulting from
successive changes or reclassifications of such shares consisting solely of
changes in par value, from no par value to par value or from par value to no par
value. In the event that at any time, as a result of an adjustment made pursuant
to this Section 4.1, the Holder shall become entitled to purchase any shares of
the Company other than shares of Class B Stock, thereafter the number of such
other shares so purchasable upon exercise of each Warrant and the Warrant Price
of such shares shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the shares of Class B Stock contained in this Section 4.1.
4.2. Liquidation, Dissolution or Winding Up. Notwithstanding any other
provisions hereof, in the event of the liquidation, dissolution, or winding up
of the affairs of the Company (other than in connection with a consolidation,
merger or sale or conveyance of all or substantially all of its assets outside
of the ordinary course of business), the right to exercise this Warrant shall
terminate and expire at the close of business on the last full business day
before the earliest date fixed for the payment of any distributable amount on
the Class B Stock. The Company shall cause a notice to be mailed to each Holder
at least 20 days prior to the applicable
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record date for such payment stating the date on which such liquidation,
dissolution or winding up is expected to become effective, and the date on which
it is expected that holders of shares of Class B Stock of record shall be
entitled to exchange their shares of Class B Stock for securities or other
property or assets (including cash) deliverable upon such liquidation,
dissolution or winding up, and that each Holder may exercise outstanding
Warrants during such 20 day period and, thereby, receive consideration in the
liquidation on the same basis as other previously outstanding shares of the same
class as the shares acquired upon exercise. The Company's failure to give notice
required by this Section 4.2 or any defect therein shall not affect the validity
of such liquidation, dissolution or winding up.
4.3. Merger, Consolidation, etc.
(a) In case of any consolidation with or merger of the Company into
another corporation or sale or conveyance of all or substantially all of its
assets outside of the ordinary course of business (such consolidation, merger,
sale or conveyance, collectively referred to hereinafter as a "Change") then, as
a condition of such Change, lawful and adequate provisions shall be made whereby
the Holders shall thereafter have the right to receive upon payment of the
Warrant Price in effect immediately prior to such Change, upon the basis and
upon the terms and conditions specified in this Agreement (including but not
limited to all provisions contained in this Section 4.3), and in lieu of the
shares of the Company's Class B Stock purchasable upon the exercise of the
Warrants, such shares of stock, securities, cash or assets which such Holder
would have been entitled to receive after the happening of such Change had such
Warrant been exercised immediately prior to such Change. The provisions of this
Section 4.3 shall similarly apply to successive Changes. The Company shall cause
a notice to be mailed to each Holder at least 20 days prior to the applicable
record date for the Change covered by this Section 4.3(a) and shall provide
notice of the Change and shall set forth the first and last date on which the
Holder may exercise outstanding Warrants. The Company's failure to give the
notice required by this Section 4.3(a) or any defect therein shall not affect
the validity of the Change covered by this Section 4.3(a).
(b) Notwithstanding the foregoing, if as a result of such Change, holders
of the Company Class B Stock shall receive consideration other than solely in
shares of stock or other securities in exchange for their Company Class B Stock,
the Company may, at its option, fulfill its obligation hereunder by causing the
Notice required by Section 4.3(a) hereof to include notice to Holders of the
opportunity to exercise their Warrants before the applicable record date for the
Change, and thereby receive consideration in the Change, on the same basis as
other previously outstanding shares of the Company Class B Stock. If the notice
specified in the preceding sentence is provided to Holders, Warrants not
exercised in accordance with this Section 4.3(b) before consummation of the
Change shall be canceled and become null and void on the effective date of the
Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b)
shall include a description of the terms of this Agreement providing for
cancellation of the Warrants in the event that Warrants are not exercised by the
prescribed date. The Company's failure to give any notice required by this
Section 4.3(b) or any defect therein shall not affect the validity of any such
Change.
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4.4. Duty to Make Fair Adjustments in Certain Cases. If any event occurs
as to which in the opinion of the Board of Directors of the Company the other
provisions of this Section 4 are not strictly applicable or if strictly
applicable would not fairly protect the purchase rights of the Holders in
accordance with the essential intent and principles of this Agreement, then the
Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, as to
protect the purchase rights of the Holders. Notwithstanding the foregoing, the
issuance of Class B Stock or any securities convertible into Class B Stock by
the Company either for cash or in a merger, consolidation, exchange or
acquisition shall not, by itself, constitute a basis for requiring any
adjustment in the Warrants unless specifically enumerated herein.
4.5. Good Faith Determination. Any determination as to whether an
adjustment or limitation of exercise is required pursuant to this Section 4 (and
the amount of any adjustment), shall be binding upon the Holders and the Company
if made in good faith by the Board of Directors of the Company.
4.6. Notice of Adjustment. Whenever the number of shares of Class B Stock
purchasable upon the exercise of the Warrants or the Warrant Price is adjusted,
the Company shall promptly file in the custody of its Secretary or an Assistant
Secretary at its principal office and with the Warrant Agent, an officer's
certificate setting forth the number of shares of Class B Stock purchasable upon
the exercise of the Warrants, the Warrant Price after such adjustment, a
statement, in reasonable detail, of the facts requiring such adjustment and the
computation by which such adjustment was made. Each such officer's certificate
shall be made available at all reasonable times for inspection by the Warrant
Holders, and the Warrant Agent shall, forthwith after each such adjustment,
promptly mail a copy of such certificate to such Holders by first class mail,
postage prepaid.
4.7. No Change of Warrant Necessary. Irrespective of any adjustment in the
Warrant Price or in the number or kind of shares issuable upon exercise of the
Warrants, the Warrant Certificates may continue to express the same price and
number and kind of shares as are stated in the Warrant Certificates as initially
issued.
5.0. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees for the benefit of the Holders:
5.1. That all shares of Class B Stock which may be issued upon the
exercise of the rights represented by the Warrant Certificates will, upon issue
and payment of the aggregate Warrant Price therefor, be duly authorized, validly
issued, fully paid and non-assessable and free and clear of all liens and
encumbrances, with no personal liability attaching to the ownership thereof.
5.2. That during the period within which the rights represented by the
Warrant Certificates may be exercised, the Company will at all times have
authorized and reserved for the purpose of issue upon exercise of the rights
evidenced by the Warrant Certificates, a sufficient
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number of shares of Class B Stock to provide for the exercise of the rights
represented by the Warrant Certificates.
5.3. That the Company will take all such action as may be necessary to
ensure that the shares of Class B Stock issuable upon the exercise of the
Warrants may be so issued without violation of any applicable federal or state
law or regulation, or of any requirements of any securities exchange upon which
any capital stock of the Company may be listed, if any.
5.4. The Company will file a Registration Statement with the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended
and all necessary blue sky filings with appropriate state securities
administrations prior to the time the Warrants become exercisable, and will use
its best efforts to keep such registration statement and blue sky filings or a
substitute registration statement and blue sky filings effective and current
with respect to the Class B Stock while any Warrants are outstanding.
Notwithstanding the foregoing or anything contained in Section 5.3, the Company
shall not be obligated to keep effective and current blue sky filings in any
state in which there are a small number of holders of Warrants in such state,
such holders own an immaterial number of Warrants, and keeping such filings
current and effective creates an unreasonable financial burden under the
circumstances.
5.5. That prior to the issue of any shares of Class B Stock, the Company
shall promptly secure the listing thereof upon all securities exchanges on which
the Class B Stock of the Company is then listed.
6.0. Exchange, Assignment or Loss of Warrant Certificate.
6.1. Exchange. The Warrants shall be exchangeable at the option of the
Holder, upon presentation and surrender of the Warrant Certificate at the office
of the Warrant Agent for other Warrant Certificates of different denominations.
Any Warrant Certificate may be divided or combined with other Warrant
Certificates into a Warrant Certificate evidencing the same aggregate number of
Warrants.
6.2. Transfer or Assignment. To the extent permitted under the Securities
Act of 1933, as amended (the "Securities Act"), the Warrants and all rights of
Holders thereof are assignable and transferable in whole or in part by the
Holders thereof, in person or by duly authorized attorney, by surrender of any
Warrant Certificate to the Warrant Agent at its office with the Assignment Form
annexed thereto duly executed and funds sufficient to pay any applicable
transfer tax. In such event, the Warrant Agent shall execute and deliver, in the
case of an assignment or transfer in whole, a new Warrant Certificate in the
name of the assignee or transferee, or, in the case of an assignment or transfer
in part, a new Warrant Certificate in the name of such assignee or transferee
representing the number of Warrants so assigned or transferred and a new Warrant
Certificate in the name of the assignor or transferor representing the number of
Warrants not so assigned or transferred.
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6.3. Legended Certificates. The Warrants being offered by the Company are
being offered pursuant to an exemption from registration under the Securities
Act. Therefore, the Warrant Certificates to be issued pursuant to Section 2.0
hereof shall bear the following legend
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED BY
ADMIRALTY BANCORP IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933 AS AMENDED. IN CONNECTION WITH SUCH
EXEMPTION, THE SECURITIES REPRESENTED BY THE CERTIFICATE MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER SECTION 5 OF THE SECURITIES ACT OR IN A
TRANSACTION OTHERWISE EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE SECURITIES ACT.
6.4. Lost or Destroyed Warrant Certificates. Upon receipt by the Warrant
Agent of evidence satisfactory to it of the loss, theft, destruction or
mutilation of a Warrant Certificate and (i) in the case of such loss, theft or
destruction, of reasonably satisfactory indemnification and bonding, or (ii) if
mutilated, upon surrender and cancellation of such Warrant Certificate, the
Warrant Agent shall execute and deliver a new Warrant Certificate of like tenor.
Any such new Warrant Certificate executed and delivered shall constitute an
additional contractual obligation on the part of the Company, whether or not the
Warrant Certificate so lost, stolen, destroyed or mutilated shall be at any time
enforceable by anyone.
7.0. No Issuance of Fractional Interests in Class B Stock. The Company
shall not be required to issue fractional shares of Class B Stock on the
exercise of the Warrants. If any fraction of a share of Class B Stock would be
issuable upon the exercise of the Warrants (or any specified portion thereof),
the Company shall pay an amount in cash equal to the product of such fraction
and the fair market value of a share of the Class B Stock, as determined by the
Company in the good faith exercise of its discretion.
8.0. No Rights as Stockholders; Certain Notices and Reports to Holders.
Except as specifically provided in this Agreement, nothing contained in this
Agreement or in the Warrant Certificates shall be construed as conferring upon
the Holders or any transferees the right to vote or to receive dividends or to
receive notice as stockholders in respect of any meeting of stockholders for the
election of directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company. If, however, between the date hereof
and the Expiration Date (or if earlier the occurrence of any event specified in
Section 4.2 or 4.3(b) terminating the Warrants), any of the following events
shall occur:
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(a) the Company shall declare any cash dividend upon its shares of Class B
Stock payable at a rate more than 50% in excess of the rate of the last cash
dividend theretofore paid; or
(b) the Company shall declare any dividend payable in any securities other
than shares of Class B Stock upon its shares of Class B Stock or make any
distribution (other than a regular cash dividend out of undistributed net
income) to the holders of its shares of Class B Stock; or
(c) the Company shall distribute any rights, options or warrants to the
holders of shares of Class B Stock; or
(d) a capital reorganization or reclassification of the Company's capital
stock shall be proposed;
then in any one or more of said events, the Company shall give to the Holders at
least twenty (20) days' prior written notice of the date fixed as a record date
or the date of closing of the transfer books for the determination of the
stockholders entitled to receive such dividend or distribution. Any such notice
shall also specify, in the case of any such dividend or distribution, the date
on which holders of shares of Class B Stock are entitled thereto. Failure to
mail such notice or any defect therein or in the mailing thereof shall not
affect the validity of any action taken in connection with such dividend or
distribution.
8.1. Reports. The Company shall transmit by mail to all registered
Holders, all reports and other documents that the Company transmits to holders
of shares of Class B Stock generally, at the same time and in the same manner as
such reports and other documents are transmitted to holders of shares of Class B
Stock.
9.0. Agreement of Warrant Holders. Every Holder of a Warrant, by his
acceptance thereof, consents and agrees with the Company, the Warrant Agent and
every other Holder of a Warrant that:
(a) The Warrants are transferable only on the registry books of the
Company by the Holder thereof in person or by his attorney duly authorized
in writing and only if the Warrant Certificates representing such Warrants
are surrendered at the office of the Warrant Agent, duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Warrant
Agent and the Company in their sole discretion, together with payment o of
any applicable transfer taxes; and
(b) The Company and the Warrant Agent may deem and treat the person in
whose name the Warrant Certificate is registered as the Holder and as the
absolute, true and lawful owner of the Warrants represented thereby for all
purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice or knowledge to the contrary.
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10.0. Duties of Warrant Agent. The Warrant Agent acts hereunder as agent
and in a ministerial capacity for the Company, and its duties shall be
determined solely by the provisions hereof. The Warrant Agent shall not, by
issuing and delivering Warrant Certificates or by any other act hereunder be
deemed to make any representations as to the validity, value or authorization of
the Warrant Certificates or the Warrants represented thereby or of any
securities or other property delivered upon exercise of any Warrant or whether
any stock issued upon exercise of any Warrant is fully paid and non-assessable.
The Warrant Agent shall not at any time be under any duty or
responsibility to any Holder of Warrant Certificates to make or cause to be made
any adjustment of the Warrant Price provided in this Agreement, or to determine
whether any fact exists which may require any such adjustment, or with respect
to the nature or extent of any such adjustment, when made, or with respect to
the method employed in making the same. It shall not (i) be liable for any
recital or statement of facts contained herein or for any action taken, suffered
or omitted by it in reliance on any Warrant Certificate or other document or
instrument believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties, (ii) be responsible for any failure on
the part of the Company to comply with any of its covenants and obligations
contained in this Agreement or in any Warrant Certificate, or (iii) be liable
for any act or omission in connection with this Agreement except for its own
gross negligence or willful misconduct.
The Warrant Agent may at any time consult with counsel satisfactory to it
(who may be counsel for the Company) and shall incur no liability or
responsibility for any action taken, suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.
Any notice, statement, instruction, request, direction, order or demand by
the Company shall be sufficiently evidenced if given orally by the Chairman of
the Board, President or Chief Financial Officer of the Company, provided that
such instructions shall be reaffirmed in a written instrument executed by the
officer giving such written instructions and delivered to the Warrant Agent
pursuant to Section 12.5 hereof. The Warrant Agent shall not be liable for any
action taken, suffered or omitted by it in accordance with such notice,
statement, instruction, request, direction, order or demand believed by it to be
genuine.
The Company agrees to pay the Warrant Agent reasonable compensation for
its services hereunder and to reimburse it for its reasonable expenses hereunder
and further agrees to indemnify the Warrant Agent and save it harmless against
any and all losses, expenses and liabilities, including judgments, costs and
counsel fees, for anything done or omitted by the Warrant Agent in the execution
of its duties and powers hereunder except losses, expenses and liabilities
arising as a result of the Warrant Agent's gross negligence or willful
misconduct.
The Warrant Agent may resign its duties and be discharged from all further
duties and liabilities hereunder (except liabilities arising as a result of the
Warrant Agent's own gross negligence or willful misconduct), after giving thirty
days' prior written notice to the Company. At least fifteen days prior to the
date such resignation is to become effective, the Warrant Agent
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shall cause a copy of such notice of resignation to be mailed to the Holder of
each Warrant Certificate at the Company's expense. Upon such resignation, or any
inability of the Warrant Agent to act as such hereunder, the Company shall
appoint a new warrant agent in writing. The Company shall have complete
discretion in the naming of a new warrant agent, who may be an affiliate,
subsidiary or department of the Company, or any person used by the Company as
transfer agent for the Class B Stock. If the Company shall fail to make such
appointment within a period of fifteen days after it has been notified in
writing of such resignation by the resigning Warrant Agent, then the Holder of
any Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent.
The Company may, upon notice to the Holders, remove and replace the
Warrant Agent if the Warrant Agent is the transfer agent for the Company's Class
B Stock and the Warrant Agent ceases to be the transfer agent for the Company
Class B Stock for any reason.
After acceptance in writing of an appointment by a new warrant agent is
received by the Company, such new warrant agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance, conveyance, act or
deed. Any former warrant agent hereby agrees to cooperate with and deliver all
records and Warrant Certificates to the new warrant agent at the direction of
the new agent and the Company.
Not later than the effective date of an appointment of a new warrant agent
by the Company, the Company shall file notice with the resigning or terminated
warrant agent and shall forthwith cause a copy of such notice to be mailed to
each Holder.
Any corporation into which the Warrant Agent or any new warrant agent may
be converted or merged or any corporation resulting from any consolidation to
which the Warrant Agent or any new warrant agent shall be a party or any
corporation succeeding to the trust business of the Warrant Agent shall be a
successor warrant agent under this Agreement without any further act. Any such
successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed to the Company and to each Holder.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company.
11.0. Modification of Agreement. The Warrant Agent and the Company may by
supplemental agreement make any changes or corrections in this Agreement: (i)
that they shall deem appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or manifest mistake or error herein
contained; or (ii) that they may deem necessary or desirable and which shall not
adversely affect the purchase or other material rights of the Holders of Warrant
Certificates. This Agreement shall not otherwise be modified, supplemented or
amended in any respect except with the consent in writing of the Holders of
Warrant Certificates representing not less than 50% of the Warrants then
outstanding, but no such amendment, modification or supplement which changes the
number or nature of the securities purchasable upon the exercise
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of any Warrant, the Warrant Price or accelerates the Expiration Date, shall be
made without the consent in writing of each and every Holder (but no consent
shall be required for such changes as are specifically contemplated by this
Agreement as originally executed).
12.0. Miscellaneous.
12.1. Entire Agreement. This Agreement and the form of Warrant Certificate
annexed hereto as Exhibit A contains the entire Agreement between the parties
hereto with respect to the transactions contemplated by this Agreement and
supersedes all prior negotiations, arrangements or understandings with respect
thereto.
12.2. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original.
12.3. Governing Law. This Agreement shall be governed by the laws of the
State of New Jersey, without giving effect to the principles of conflicts of
laws thereof.
12.4. Descriptive Headings. The descriptive headings of this Agreement are
for convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.
12.5. Notices. Any notice or other communications required hereunder to be
given to a Holder shall be in writing and shall be sufficiently given, if mailed
(first class, postage prepaid), or personally delivered, addressed in the name
and at the address of such Holder appearing from time to time on the records of
the Warrant Agent. Notices or other communications to the Company shall be
deemed to have been sufficiently given if delivered by hand or mailed to the
Company at its then principal office, Attention: President, or at such other
address as the Company shall have designated by written notice to the Warrant
Agent. Notices or other communications to the Warrant Agent shall be deemed to
have been sufficiently given if
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delivered by hand or mailed (first class, postage prepaid) to its then principal
office. Notice by mail shall be deemed given when deposited in the mail, postage
prepaid.
IN WITNESS WHEREOF, the Company and the Warrant Agent have executed this
Agreement by their duly authorized officers as of the date first set forth
above.
ADMIRALTY BANCORP, INC.
By:_______________________________
STOCKTRANS
By:_______________________________
_______________________________
_______________________________
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WARRANT CERTIFICATE
Certificate Number
_____________
Initial Issuance
Dated: ____________ ____________ Warrants
VOID AFTER ____________, 199_
WARRANT CERTIFICATE FOR
PURCHASE OF CLASS B STOCK
ADMIRALTY BANCORP
This certifies that FOR VALUE RECEIVED ______________________________ or
his registered assigns (the "Holder") is the registered owner of
__________________________ Warrants ("Warrants") issued by Admiralty Bancorp, a
Delaware corporation (the "Company"). The Warrants are subject to the terms and
conditions set forth in this certificate and the Warrant Agreement (as
hereinafter defined). Each Warrant entitles the Holder to purchase one share of
the Company's Class B Common Stock ("Class B Stock"), at any time after the
first anniversary of the Initial Issuance Date of the Warrants set forth above
until the Expiration Date (as hereinafter defined), upon the presentation and
surrender of this Warrant Certificate with the Subscription Form on the reverse
side hereof duly executed, at the corporate office of the Warrant Agent (as
hereafter defined), accompanied by payment of $11.00 per share (the "Warrant
Price") in cash, by official bank or certified check made payable to the Company
or its successor.
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 (the "Warrant Agreement"), dated ____________ ,
199_ by and between the Company and Stocktrans (the "Warrant Agent"), a copy of
which may be obtained from the Company at ___________________________ or the
Warrant Agent at ___________________, by a written request from the Holder
hereof or which may be inspected by any Holder or his agent at the principal
office of the Company or the Warrant Agent.
As provided in Section 4 of the Warrant Agreement, in certain
circumstances: (i) the Warrant Price and the number of shares of Class B Stock
the Holder is entitled to receive upon the exercise of any Warrants shall be
adjusted; (ii) the Warrants shall automatically represent the
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right to receive upon exercise consideration which is different from or in
addition to the consideration specified on the face of this Certificate; and
(iii) the Warrants, at the option of the Company under specifically defined
circumstances, may expire prior to the Expiration Date.
In addition, as provided under Section 3.2 and 4.3 of the Warrant
Agreement, the Expiration Date may be accelerated under certain circumstances
from the Expiration Date set forth in this Certificate.
No fractional shares of Class B Stock will be issued upon exercise of the
Warrant. In the case of the exercise of less than all the Warrants represented
hereby, the Company shall cancel this Warrant Certificate upon the surrender
hereof and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor, which the Warrant Agent shall countersign, for the
balance of such Warrants.
The term "Expiration Date" shall mean 5:00 P.M. (New Jersey time) on
______________. If such date is not a Business Day as defined in the Warrant
Agreement, the Expiration Date shall mean 5:00 P.M. (New Jersey 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.
Pursuant to the Warrant Agreement, the Company has agreed that it will
file a registration statement with respect to the shares of Class B Stock
issuable upon exercisable of Warrants with the Securities and Exchange
Commission under the Securities Act of 1933, as amended on or prior to the time
the Warrants first become exercisable, and further that the Company will take
action under appropriate Blue Sky laws to permitted the issuance of the shares
of Class B Stock. However, the Company is not obligated to keep current state
blue sky filings in states where there are a small number of holders of
Warrants, the number of Warrants held by such persons are immaterial and the
cost to keep such filings current and effective creates an unreasonable
financial burden under the circumstances. This Warrant shall not be exercisable
by a Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Holder at the corporate office of the Warrant Agent, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants. Upon due presentment of this Warrant Certificate
for registration or transfer at such office, upon payment of any tax or
governmental charge imposed in connection therewith, a new Warrant Certificate
or Warrant Certificates representing an equal or aggregate number of Warrants
will be issued to the transferee in exchange there for.
To the extent permitted under the Securities Act of 1933, as amended, the
Warrants and all rights of Holders thereof are assignable and transferable in
whole or in part by the Holders thereof, in person or by duly authorized
attorney, by surrender of any Warrant Certificate to the Warrant Agent at its
office with the Assignment Form annexed thereto duly executed and funds
sufficient to pay any applicable transfer tax.
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Prior to the exercise of any Warrant represented hereby, the Holder shall
not be entitled to any rights of a stockholder of the Company by reason of such
person being a Holder, 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 Company, except as provided in the Warrant
Agreement.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent shall treat the 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.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted thereon.
(SEAL) ADMIRALTY BANCORP
Dated: _________________ By:__________________________
Chairman or President
By:__________________________
[___________________] Secretary or Treasurer
___________________
As Warrant Agent
By:____________________
Authorized Officer
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SUBSCRIPTION FORM
Dated:_______________ , 199_
The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing ______ shares of Class B Common Stock and hereby
makes payment of $_______ in satisfaction of the Warrant Price thereof.
----------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name_____________________________________________________________
(please typewrite or print in block letters)
Address__________________________________________________________
Signature________________________________________________________
Tax Identification Number________________________________________
-----------------
ASSIGNMENT FORM
FOR VALUE RECEIVED,______________________________________________
hereby sells, assigns and transfer unto
Name_____________________________________________________________
(please typewrite or print in block letters)
Address__________________________________________________________
______ Warrants and does hereby irrevocable
Constitute and appoint___________________________________________
Attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Date________________, 199__
Signature______________________________
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