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Xx. 0 000 Xxxxxx
XXXXXXXX BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies that FALMOUTH CO-OPERATIVE BANK is the owner of one hundred (100)
fully paid and non-assessable Shares, par value $.01 per share, of the COMMON
STOCK of
FALMOUTH BANCORP, INC.
(the "Corporation"), a corporation formed under the laws of the State of
Delaware. The shares represented by this Certificate are transferable only on
the stock transfer books of the Corporation by the holder of record hereof, in
person or by his duly authorized attorney or legal representative, upon the
surrender of this Certificate properly endorsed. The shares represented by this
Certificate are not insured by the Federal Deposit Insurance Corporation or by
any other government agency.
In Witness Whereof, the Corporation has caused this Certificate to be executed
by the signature of its duly authorized officers and has caused its corporate
seal to be hereunto affixed.
Dated
Seal Xxxx X. XxXxxxx Xxxxx X. Xxxxxxxxxxx
Corporate Secretary President and Chief
Executive Officer
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FALMOUTH BANCORP, INC.
The shares represented by this certificate are issued subject to all
the provisions of the Certificate of Incorporation and Bylaws of Falmouth
Bancorp, Inc. (the "Corporation") as from time to time amended (copies of which
are on file at the principal office of the Corporation), to all of which the
holder by acceptance hereof assents. The following description constitutes a
summary of certain provisions of, and is qualified in its entirety by reference
to, the Certificate of Incorporation.
The Certificate of Incorporation of the Corporation contains certain
provisions, applicable upon the consummation of the reorganization whereby the
Corporation will become the holding company for Falmouth Co-operative Bank, a
stock co-operative bank organized under the laws of the State of Massachusetts,
that restrict persons from directly or indirectly acquiring or holding, or
attempting to acquire or hold, the beneficial ownership of, in excess of 10% of
the issued and outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors ("Voting Stock"). The Certificate
of Incorporation contains a provision pursuant to which the holders of shares in
excess of 10% of the Voting Stock of the Corporation are limited to one
hundredth (1/100) of one vote per share with respect to such shares in excess of
the 10% limitation. In addition, the Corporation is authorized to refuse to
recognize a transfer or attempted transfer of any shares of Voting Stock to any
person who beneficially owns, or who the Corporation believes would become by
virtue of such transfer the beneficial owner of, in excess of 10% of the Voting
Stock. These restrictions are not applicable to underwriters in connection with
a public offering of the common stock, certain reorganization transactions
described in the Certificate of Incorporation or to acquisitions of Voting Stock
by the Corporation, any majority-owned subsidiary of the Corporation, or any
pension, profit-sharing, stock bonus or other compensation plan maintained by
the Corporation or by a member of a controlled group of corporations or trades
or businesses of which the Corporation is a member for the benefit of the
employees of the Corporation and for any subsidiary, or any trust or custodial
arrangement established in connection with any such plan.
The Certificate of Incorporation of the Corporation contains provisions
providing that the affirmative vote of the holders of at least 80% of the Voting
Stock of the Corporation may be required to approve certain business
combinations and other transactions with persons who directly or indirectly
acquire or hold the beneficial ownership of in excess of 10% of the Voting Stock
of the Corporation.
The Corporation will furnish to any stockholder upon written request
and without charge, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation or to its
transfer agent and registrar.
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