EXHIBIT 4.3
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| SUBJECT TO CALL |
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| Certificate No. | | Number of Warrants |
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WARRANT CERTIFICATE FOR PURCHASE OF
COMMON STOCK OF MARCO COMMUNITY BANCORP, INC.
(See Reverse side for Summary of Terms of Warrant Plan)
THIS CERTIFIES THAT, for value received, ________________________, or registered
assigns, is the owner of the number of Warrants set forth above, each of which
entitles the owner to purchase, subject to the terms and conditions hereof and
of the Warrant Plan referred to herein, at any time after the date hereof and
prior to the Expiration Date (as herein defined), one-quarter share of Common
Stock, par value $0.01 per share ("Shares"), of Marco Community Bancorp, Inc., a
Florida corporation ("Company") at $9.00 per share ("Exercise Price"), payable
in cash, or by cashiers check or other official bank check, payable to the
Company. Warrants may be exercised by delivery and surrender of this Warrant
Certificate, along with the form of Election to Exercise on the reverse hereof
duly completed and executed together with payment of the Exercise Price at the
office of the Company or its duly appointed agent.
This Warrant Certificate and each Warrant represented hereby are issued pursuant
to and are subject to all of the terms, provisions and conditions of that
certain Warrant Plan dated as of March ____, 2003 (hereinafter called the
"Warrant Plan"), adopted by the Company, to all of which terms, provisions and
conditions the registered holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Plan and the summary of its terms set forth on
the reverse side of this Warrant Certificate are hereby incorporated into this
Warrant Certificate by reference and made a part hereof. The Warrant Plan sets
forth the terms and conditions under which the exercise price for a Warrant, the
number of shares to be received upon exercise of a Warrant, or both, may be
adjusted. Reference is hereby made to the Warrant Plan for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Company and the holders of the Warrant Certificates or Warrants. In the
event of any conflict between the provisions of this Warrant Certificate and the
Warrant Plan, the provisions of the Warrant Plan shall control.
Copies of the Warrant Plan are available for inspection at the Company's Office,
or may be obtained upon written request addressed to the Secretary, Mac
Community Bancorp, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company shall not be required upon the
exercise of the Warrants evidenced by this Warrant Certificate to issue
fractions of Warrants or Shares, but shall make adjustments therefor in cash on
the basis of the current market value of any fractional interest as provided in
the Warrant Plan.
The Warrants evidenced by this Warrant Certificate shall expire at 5:00 p.m. on
_______________ or sooner if called by The Board of Directors pursuant to the
Warrant Plan. The day and time of expiration is referred to herein as the
"Expiration Date".
IN WITNESS WHEREOF, Marc Community Bancorp, Inc. 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
__________________________________ _____________________________________
President Chairman of the Board of Directors
Summary of Terms of Warrant Plan EXHIBIT 4.3
The Warrant Plan provides that, upon the occurrence of certain events, the
initial exercise price set forth on the face of this Warrant Certificate may,
subject to specified conditions, be adjusted (such exercise price, as initially
established or as adjusted from time to time, is referred to herein as the
"Exercise Price"). If the Exercise Price is adjusted, the Warrant Plan provides
that the number of shares which can be purchased upon the exercise of each
Warrant represented by this Warrant Certificate and the type of securities or
other property subject to purchase upon the exercise of each Warrant represented
by this Warrant Certificate are subject to modification or adjustment.
The Warrants evidenced by this Warrant Certificate shall be exercisable until
5:00 p.m. on ___________________________ or sooner if called in accordance with
the Warrant Plan.
In the event that upon any exercise the number of Warrants exercised shall be
fewer than the total number of Warrants represented hereby, there shall be
issued to the holder hereof or his assignee a new Warrant Certificate evidencing
the Warrants not so exercised.
No payment or adjustment will be made for any cash dividends, whether paid or
declared, on any shares issuable upon exercise of a Warrant. The Company shall
not be required to issue fractions of shares or any certificates which evidence
fractional shares. In lieu of a fractional share, if any, there shall be paid to
the registered holder of a Warrant with regard to which the fractional share
would be issuable, an amount in cash equal to the same fraction of the current
market value (as determined pursuant to the Warrant Plan) of a share.
The Company may deem and treat the registered holder of this Warrant Certificate
as the absolute owner hereof and of the Warrants represented by this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone) for the purposes of any exercise of such Warrants and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
Prior to the exercise of the Warrants represented hereby, the registered holder
of this Warrant Certificate, shall not be entitled to vote on or be deemed the
holder of Common Stock or any other securities of the Company which may at any
time be issuable on the exercise hereof for any purpose, and nothing contained
in the Warrant Plan or herein shall be construed to confer upon the holder of
this Warrant Certificate, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings or other actions affecting stockholders or to receive dividends or
subscription rights or otherwise.
Warrants are callable any time after the expiration of a 12-month period
following the opening of Marco Community Bank.
Upon surrender of this Warrant Certificate with the form of Assignment below
duly completed and executed, a new Warrant Certificate or Certificates
representing the Warrants represented by this Warrant Certificate will be issued
to the transferee; provided, however, that if the registered holder of this
Warrant Certificate elects to transfer fewer than all Warrants represented by
this Warrant Certificate, a new Warrant Certificate for the Warrants not so
transferred will be issued to such registered holder. This Warrant Certificate,
together with other Warrant Certificates, may be exchanged by the registered
holder for another Warrant Certificate or Certificates of different
denominations, of like tenor and representing in the aggregate Warrants equal in
number to the same full number of Warrants represented by this Warrant
Certificate and any other Warrant Certificate so exchanged.
Warrants may only be transferred to: (i) a parent, sibling, spouse, child, or
grandchild of the holder; (ii) to a pension or profit sharing plan of which the
holder or holder's spouse is a beneficiary; (iii) to a business entity or trust
owned or controlled by the holder or holder's spouse is a beneficiary; or (iv)
by a court order. In addition, the Company shall not effect any transfer or
exchange which will result in the issuance of a Warrant Certificate for a
fraction of a Warrant.
[Form of Assignment]
For value received ___________________________ hereby sells, assigns and
transfers unto__________________________ this Warrant Certificate and all right,
title and interest therein, and to the Warrants represented thereby, and does
hereby irrevocably constitute and appoint ________________________________
attorney, to transfer said Warrant represented by Warrant Certificate number
________________ on the books of The Company with full power of substitution in
the premises.
Dated: _________________________
NOTE: The above signature must correspond with the name written upon the face of
this Warrant Certificate in every particular, without alteration or enlargement
or any change whatever.
Signature Guaranteed:
[Form Of Election To Exercise]
The undersigned hereby irrevocably elects to exercise ___________ Warrants
evidenced by this Warrant Certificate, to purchase _________ full shares of the
Common Stock of the Company ("Shares") and herewith tenders payment for such
Shares in the amount of $________in accordance with the terms hereof. The
undersigned hereby acknowledges receipt of a Prospectus, including amendments
and supplements thereto relating to the Offering of the Common Stock to be
acquired in connection with this transaction.
Dated: _________________________
Social Security Number:
Name of Registered holder of Warrant (Please Print): ___________________________
Address (Please Print): ________________________________________________________
Signature: _______________________________________________
NOTE: The above signature must correspond with the name as written upon the face
of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever. If the holder hereof is hereby electing to
exercise fewer than all Warrants represented by this Warrant Certificate and is
requesting that a new Warrant Certificate evidencing the Warrants not exercised
be registered in a name other than that in which this Warrant Certificate is
registered, the signature of the holder of this Warrant Certificate must be
guaranteed.
Signature Guaranteed: