WARRANT AGREEMENT
THIS AGREEMENT, dated as of this ___ day of _____ 2002, by and between
Somerset Hills Bancorp., a New Jersey corporation (the "Company") and Registrar
& Transfer Co (the "Transfer Agent").
WHEREAS, the Company, in connection with its offering (the "Offering") of
approximately ________ shares of its no par value per share common stock (the
"Common Stock"), is issuing an aggregate of approximately _______ warrants (the
"Warrants") to purchase the Company's Common Stock, such that one Warrant shall
be issued for each share of the Company's Common Stock sold in the Offering.
WHEREAS, the Company desires to appoint the Transfer 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;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. APPOINTMENT OF TRANSFER AGENT. The Company hereby appoints the Transfer
Agent as its agent to issue the Warrant Certificates, as set forth herein at the
usual and customary rates under the current agreements between the Company and
the Transfer Agent, subject to resignation or replacement as provided herein.
The Transfer 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 as provided for herein and to issue the
certificates representing the appropriate number of shares of Common 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
issue its Common Stock (or other securities) upon notice from the Transfer Agent
of the proper exercise of any Warrant. The Transfer 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. 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 Certificate are incorporated herein by reference.
2.2. Execution of Warrants. 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
Transfer Agent. Any Warrant Certificates may be executed by the officers of the
Company by means of a facsimile signature. The Transfer Agent shall maintain the
register of all Holders.
2.3. Maximum Number of Warrants. The Company hereby authorizes the
Transfer Agent to issue an aggregate of approximately ________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 Transfer Agent a
list of the names of the persons who shall be the initial Holders of the
Warrants and the number of Warrants to
1
which each such person is entitled. The Transfer Agent is hereby authorized by
the Company to promptly issue Warrant Certificates for approximately ________
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
Transfer Agent, along with this Warrant Agreement, a sufficient number of duly
executed Warrant Certificates. The Warrant Certificates shall be completed and
countersigned by the Transfer Agent and promptly mailed or delivered to the
Holders pursuant to the terms hereof. When requested by the Transfer Agent, from
time to time hereafter, the Company will execute additional Warrant Certificates
in blank for the Transfer Agent to issue hereunder.
3. RIGHTS OF A HOLDER. Subject to adjustment as provided herein, each
Warrant shall evidence the right to purchase one share of the Company's Common
Stock at the purchase price of $_____ (the "Purchase Price"). Following the
Expiration Date, as defined in Section 4.1 below, the Warrant shall be null and
void.
4. EXERCISE OR TRANSFER OF WARRANT.
4.1. Exercise Period. The Warrants may be exercised at any time commencing
after ___________ (the "Initial Exercise Date") but not later than 5:00 P.M.,
Eastern time, on __________, 2005 (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 North Carolina are authorized by
law to close.
4.2. Means of Exercise. In order to exercise a Warrant, the Holder must
present and surrender the Warrant Certificate to the Transfer Agent at its
office, with the election to exercise section duly executed and it must be
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 Purchase Price for the number of shares of Common Stock specified in
such Election to Exercise Form.
4.3. Issuance of Common Stock. Upon the request of the Transfer Agent, the
Company shall promptly deliver or cause to be delivered a certificate or
certificates evidencing the shares of Common Stock purchased when any Warrant is
validly exercised. Upon receipt of any Warrant Certificate by the Transfer
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 Common 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 Common Stock shall not then be actually delivered to
the Holder.
4.4. Warrants Not Transferable Separate From Common Stock for up to 45
Days. These Warrants shall be originally issued with an equal number of shares
of Common Stock as units. During the 45 days following the date of original
issuance, the Warrants may only be transferred together with such Common Stock
as a unit, which unit shall be evidenced by a unit certificate. At any time
after the original date of issuance, the Company may declare this restriction no
longer applicable by written notice to the Transfer Agent. The Company shall
also issue a press release but neither the Company nor the Transfer Agent shall
be obligated to notify the Holders.
4.5 Transfer. Upon surrender of the Warrant Certificate and similar Warrant
Certificates at the principal office of the Transfer Agent, by the Holder hereof
in person or by an attorney duly authorized in writing, with the election to
transfer section properly completed and duly executed, such Warrant Certificates
may be transferred or exchanged in the manner provided in the Warrant
Certificate and without payment of any service charge, for another Warrant
Certificate or Warrant
2
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. Warrants transferred pursuant to such Section shall
be accompanied by a proper payment of any applicable transfer taxes.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER
TERMS IN CERTAIN EVENTS.
5.1. The Purchase Price and the resulting number of shares of Common
Stock issuable under each Warrant shall be subject to adjustment as
follows:
(a) If the Company after the date of this Warrant Certificate but before
its exercise: (1) pays a dividend or any other distribution payable in
shares of its Common Stock otherwise than out of earnings or earned
surplus; (2) subdivides its outstanding shares of Common Stock into a
greater number of shares (3) combines its outstanding shares of
Common Stock into a smaller number of shares; (4) issues by
reclassification of its shares of Common Stock any shares of capital
stock of the Company (other than a change in par value or from par
value to no par value or from no par value to par value); or (5)
issues rights, options or warrants entitling holders of shares of
Common Stock to subscribe for shares of Common Stock at less than the
current market price, if any; the Purchase Price in effect immediately
prior to such action shall be adjusted so that the Holder of each
Warrant may receive the number of shares of Common Stock of the
Company to which it would have been entitled upon such action if such
holder had so exercised the Warrant immediately prior thereto. An
adjustment made pursuant to this Section 5 shall become effective
immediately after the record date for the determination of owners of
Common Stock entitled thereto in the case of a dividend or
distribution, and shall become effective immediately after the
effective date in the case of a subdivision, combination,
reclassification, or issuance of rights, options or warrants
retroactive to the record date, if any, for such event.
(b) No payment or adjustment shall be made by or on behalf of the Company
on account of any cash dividends on the Common Stock issued upon any
exercise of a Warrant which was declared for payment to the holders of
Common Stock of record as of a date prior to the date on which such
Warrant is exercised.
(c) Upon each adjustment of the Purchase Price made pursuant to this
Section 5, each Warrant shall thereafter (until another such
adjustment) evidence the right to purchase that number of shares of
Common Stock (calculated to the nearest hundredth) obtained by
dividing the initial Purchase Price by the Purchase Price in effect
after such adjustment.
(d) The Company's failure to give the notice required by this Section 5.1
or any defect therein shall not affect the validity of such action
listed under this Section 5.1.
(e) For the purpose of this Section 5.1, the term "shares of Common Stock"
shall mean (x) the class of stock designated as the Common Stock at
the date of this Warrant, 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,
3
as a result of an adjustment made pursuant to this Section 5, the Holder shall
become entitled to purchase any shares of the Company other than shares of
Common Stock, thereafter the number of such other shares so purchasable upon
exercise of each Warrant and the Purchase 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 Common Stock
contained in this Section 5.1.
5.2. 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 merger or sale or
conveyance of all or substantially all of its assets outside of the ordinary
course of business), the right to exercise each 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 Common
Stock. The Company shall cause a notice to be mailed to each Holder at least 20
days prior to the applicable 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 Common
Stock of record shall be entitled to exchange their shares of Common 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 5.2 or any defect
therein shall not affect the validity of such liquidation, dissolution or
winding up.
5.3. Merger, Consolidation, etc.
(a) In case of any merger of the Company into any other entity or
sale or conveyance of all or substantially all of its assets outside of the
ordinary course of business (such merger, sale or conveyance, 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 Purchase 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 5), and in lieu of the
shares of the Company's Common 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 5.3 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 5.3(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 5.3(a) or any defect therein shall not affect
the validity of the Change covered by this Section 5.3(a).
(b) Notwithstanding the foregoing, if as a result of such Change,
holders of the Company Common Stock shall receive consideration other than
solely in shares of stock or other securities in exchange for their Company
Common Stock, the Company may, at its option, fulfill its obligation hereunder
by causing the Notice required by Section 5.3(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 same class as the
shares acquired upon exercise. If the notice specified in the preceding sentence
is provided to Holders, Warrants not exercised in accordance with this Section
5.3(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 Transfer
Agent pursuant to this Section 5.3(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 5.3(b) or any defect therein shall not
affect the validity of any such Change.
4
5.4. 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 5 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 Common Stock or any securities convertible into Common Stock by the
Company either for cash or in a merger, sale of assets, exchange or acquisition
shall not, by itself, constitute a basis for requiring any adjustment in the
Warrants unless specifically enumerated herein.
5.5. Good Faith Determination. Any determination as to whether an
adjustment or limitation of exercise is required pursuant to this Section 5 (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.
5.6. Notice of Adjustment. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants or the Purchase 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 Transfer Agent, an officer's
certificate setting forth the number of shares of Common Stock purchasable upon
the exercise of the Warrants, the Purchase 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 Holders,
and the Transfer Agent shall, forthwith after each such adjustment, promptly
mail a copy of such certificate to such Holders by first class mail, postage
prepaid.
5.7. No Change of Warrant Necessary. Irrespective of any adjustment in
the Purchase 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.
6. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants
and agrees for the benefit of the Holders:
6.1. That all shares of Common Stock which may be issued upon the
exercise of the rights represented by the Warrant Certificates will, upon issue
and payment of the aggregate Purchase 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.
6.2. 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 number of shares of Common
Stock to provide for the exercise of the rights represented by the Warrant
Certificates.
6.3. That the Company will take all such action as may be necessary to
ensure that
5
the shares of Common Stock issuable upon the exercise of the Warrants may be so
issued without violation of any applicable federal or state law or regulation.
6.4. That the shares of Common Stock issuable upon exercise of the
Warrants shall be registered under the Securities Act of 1933 and shall register
or qualify such Common Stock in every state where such registration or
qualification shall be required under the applicable state securities or Blue
Sky laws; and
6.5 That the Company shall use its best efforts to list the Warrants
and Units for trading on the Nasdaq SmallCap Market, as soon as the Warrants may
be transferred separately from the Common Stock.
7. LOSS OF WARRANT CERTIFICATE. Upon receipt by the Transfer 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 Transfer 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.
8. NO ISSUANCE OF FRACTIONAL INTERESTS IN COMMON STOCK. The Company shall
not be required to issue fractional shares of Common Stock on the exercise of
the Warrants. If any fraction of a share of Common 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 (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 Company, on the Business Day prior to the date the
Warrant is exercised.
9. 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 5.2 or 5.3(b) terminating the Warrants), any of the following events
shall occur:
(a) the Company shall declare any cash dividend upon its shares of
Common 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
upon its shares of Common Stock, other than a dividend payable in Common Stock
or make any distribution (other than a regular cash dividend out of
undistributed net income) to the holders of its shares of Common Stock; or
(c) the Company shall distribute any rights, options or warrants to the
holders of shares of Common 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 days prior written notice of the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders
entitled to receive such dividend or distribution. Any such notice shall
6
also specify, in the case of any such dividend or distribution, the date on
which holders of shares of Common 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.
The Company shall transmit by mail to all registered Holders, all reports
and other documents that the Company transmits to holders of shares of Common
Stock generally, at the same time and in the same manner as such reports and
other documents are transmitted to holders of shares of Common Stock.
10. AGREEMENT OF HOLDERS. Every Holder of a Warrant, by his acceptance
thereof, consents and agrees with the Company, the Transfer Agent and every
other Holder of a Warrant that:
(a) Warrants are not transferable except as provided herein; and
(b) The Company and the Transfer 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 Transfer Agent shall be affected by
any notice or knowledge to the contrary.
11. DUTIES OF TRANSFER AGENT. The Transfer 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 Transfer 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 nonassessable.
The Transfer 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 Purchase Price provided in this Agreement, or to determine
whether any fact exists which may require any such adjustments, 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 Transfer 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 of the Company shall be sufficiently evidenced by an instrument signed by
the President, any Vice President, its Secretary, or Assistant Secretary,
(unless other evidence in respect thereof is herein specifically prescribed).
The Transfer 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 Transfer Agent reasonable compensation
for its services
7
hereunder and to reimburse it for its reasonable expenses hereunder and further
agrees to indemnify the Transfer Agent and save it harmless against any and all
losses, expenses and liabilities, including judgments, reasonable costs and
counsel fees, for anything done or omitted by the Transfer Agent in the
execution of its duties and powers hereunder except losses, expenses and
liabilities arising as a result of the Transfer Agent's gross negligence or
willful misconduct.
The Transfer Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a result
of the Transfer Agent's own gross negligence or willful misconduct), after
giving 30 days' prior written notice to the Company. At least 15 days prior to
the date such resignation is to become effective, the Transfer Agent 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 Transfer Agent to act as such hereunder, the Company shall appoint a new
Transfer Agent in writing. The Company shall have complete discretion in the
naming of a new Transfer Agent, who may be an affiliate, subsidiary or
department of the Company, or any person used by the Company as transfer agent
for the Common Stock. If the Company shall fail to make such appointment within
a period of 15 days after it has been notified in writing of such resignation by
the resigning Transfer Agent, then the Holder of any Warrant Certificate may
apply to any court of competent jurisdiction for the appointment of a new
Transfer Agent.
The Company may, upon notice to the Holders, remove and replace the
Transfer Agent for the Company Common Stock for any reason.
After acceptance in writing of an appointment by a new transfer
agent is received by the Company, such new transfer agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Transfer Agent, without any further assurance,
conveyance, act or deed. Any former Transfer Agent hereby agrees to cooperate
with and deliver all records and Warrant Certificates to the new transfer agent
at the direction of the new transfer agent and the Company.
Not later than the effective date of an appointment of a new
transfer agent by the Company, the Company shall file notice with the resigning
or terminated Transfer Agent and shall forthwith cause a copy of such notice to
be mailed to each Holder.
Any corporation into which the Transfer Agent or any new transfer
agent may be converted or merged or any corporation resulting from any
consolidation to which the Transfer Agent or any new transfer agent shall be a
party or any corporation succeeding to the trust business of the Transfer Agent
shall be a successor transfer agent under this Agreement without any further
act. Any such successor transfer agent shall promptly cause notice of its
succession as transfer agent to be mailed to the Company and to each Holder.
Nothing herein shall preclude the Transfer Agent from acting in any
other capacity for the Company.
12. MODIFICATION OF AGREEMENT. The Transfer 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
8
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 of any Warrant, the Purchase 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
prescribed by this Agreement as originally executed).
13. MISCELLANEOUS.
13.1. 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.
13.2. 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.
13.3. 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.
13.4. 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.
13.5. 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 Transfer 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
Transfer Agent. Notices or other communications to the Transfer Agent shall be
deemed to have been sufficiently given if 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.
13.6 Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the Company and the Transfer Agent.
IN WITNESS WHEREOF, the Company and the Transfer Agent have executed
this Agreement by their duly authorized officers as of the date first set forth
above.
SOMERSET HILLS BANCORP
By: ____________________________________
Xxxxxxx X. XxXxxxx, Xx.
President and Chief Executive Officer
[Corporate Seal]
REGISTRAR & TRANSFER COMPANY
By: _______________________________
[Corporate Seal]
9
