EXHIBIT 10.13
SUBSCRIPTION AGENT AGREEMENT
_____________, 2005
Registrar and Transfer Company
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Ladies and Gentlemen:
In connection with your appointment as Subscription Agent in the
transaction described herein, Patriot National Bancorp, Inc. (the Company),
hereby confirms its arrangements with you as follows:
1. RIGHTS OFFERING: The Company is offering (the "Rights Offering")
to the holders of shares of its Common Stock, par value $2.00 per share ("Common
Stock"), on _______, 2005 (the "Record Date"), the right ("Rights") to subscribe
for _______ (___) shares of Common Stock. Except as set forth under Paragraphs 7
and 8 below, Rights shall cease to be exercisable at 5:00 p.m., Eastern time, on
_________, 2005 or such later date of which the Company notifies you orally and
confirms in writing (the "Expiration Date"). One (1) Right is being issued for
each _______ (____) shares of Common Stock held on the Record Date. One (1)
Right and payment in full of the subscription price of $________ (the
"Subscription Price") are required to subscribe for one share of Common Stock.
Rights are evidenced by non-transferable subscription certificates in registered
form ("Subscription Certificates"). Each holder of Subscription Certificate(s)
who exercises the holder's right to subscribe for all shares of Common Stock
that can be subscribed for with the Rights evidenced by such Subscription
Certificate(s) (the "Basic Subscription Right") will have the right to subscribe
for additional shares of Common Stock, if any, available as a result of any
unexercised Rights (such additional subscription right being referred to
hereafter as the "Oversubscription Privilege"). The Rights Offering will be
conducted in the manner and upon the terms set forth in the Company's Prospectus
dated ______________, 2005 (the "Prospectus"), which is incorporated herein by
reference and made a part hereof as if set forth in full herein.
2. APPOINTMENT OF SUBSCRIPTION AGENT: You are hereby appointed as
Subscription Agent to effect the Rights offering in accordance with the
Prospectus. Each reference to you in this letter is to you in your capacity as
Subscription Agent unless the context indicates otherwise.
3. DELIVERY OF DOCUMENTS: Enclosed herewith or previously provided to
you are the following, the receipt of which you acknowledge by your execution
hereof:
(a) a copy of the Prospectus;
(b) the form of Subscription Certificate (with instructions);
(c) resolutions adopted by the Board of Directors of the Company in
connection with the Rights Offering, certified by the secretary of
the Company; and
(d) Notice of Guaranteed Delivery.
As soon as is reasonably practical, you shall mail or cause to be
mailed to each holder of Common Stock at the close of business on the Record
Date a Subscription Certificate evidencing the Rights to which such holder is
entitled, a Notice of Guaranteed Delivery, a Prospectus, an envelope addressed
to you, and such other documents as are provided by the Company. Prior to
mailing, the Company will provide you with blank Subscription Certificates which
you will prepare and issue in the names of holders of Common Shares of record at
the close of business on the Record Date and for the number of Rights to which
they are entitled. The Company will also provide you with a sufficient number of
copies of each of the documents to be mailed with the Subscription Certificates.
4. SUBSCRIPTION PROCEDURE:
(a) Upon your receipt prior to 5:00 p.m., Eastern time, on the
Expiration Date (by mail or delivery), as Subscription Agent, of (i) any
Subscription Certificate completed and endorsed for exercise, as provided on the
reverse side of the Subscription Certificate (except as provided in paragraph 6
hereof), and (ii) payment in full of the Subscription Price in U.S. funds by
check, bank draft, wire transfer or money order (without deduction for bank
service charges or otherwise) to the order of Registrar and Transfer Company,
you shall as soon as practicable after the Expiration Date, but after performing
the procedures described in subparagraphs (b) and (c) below, mail to the
subscriber's registered address on the books of the Company certificates
representing the securities underlying each share of Common Stock duly
subscribed for (pursuant to the Basic Subscription Right and the
Oversubscription Privilege) and furnish a list of all such information to the
Company.
(b) As soon as practicable after the Expiration Date you shall
calculate the number of shares of Common Stock to which each subscriber is
entitled pursuant to the Oversubscription Privilege. The Oversubscription
Privilege may only be exercised by holders who subscribe to all the shares of
Common Stock that can be subscribed for under the Basic Subscription Right. The
shares of Common Stock available for additional subscriptions will be those that
have not been subscribed and paid for pursuant to the Basic Subscription Right
(the "Remaining Shares of Common Stock"). Where there are sufficient Remaining
Shares of Common Stock to satisfy all additional subscriptions by holders
exercising their rights under the Oversubscription Privilege, each holder shall
be allotted the number of Remaining Shares of Common Stock subscribed for. If
the aggregate number of shares of Common Stock subscribed for under the
Oversubscription Privilege exceeds the number of Remaining Shares of Common
Stock, the number of Remaining shares of Common Stock allotted to each
participant in the Oversubscription Privilege shall be the product (disregarding
fractions) obtained by multiplying the number of Remaining Shares of Common
Stock by a fraction of which the numerator is the number of shares of Common
Stock subscribed for by that participant under the Oversubscription Privilege
and the denominator is the aggregate number of Remaining Shares of Common Stock
subscribed for by all participants under the Oversubscription Privilege.
(c) Upon calculating the number of shares of Common Stock to which
each subscriber is entitled pursuant to the Oversubscription Privilege and the
amount overpaid, if any, by each subscriber, you shall, as soon as practicable,
furnish a list of all such information to the Company.
(d) Upon calculating the number of shares of Common Stock to which
each subscriber is entitled pursuant to the Oversubscription Privilege and
assuming payment for the additional shares of Common Stock subscribed for has
been delivered, you shall mail, as contemplated in subparagraph (a) above, the
2.
certificates representing the additional securities which the subscriber has
been allotted. If a lesser number of shares of Common Stock is allotted to a
subscriber under the Oversubscription Privilege than the subscriber has tendered
payment for, you shall remit the difference to the subscriber without interest
or deduction at the same time as certificates representing the securities
allotted pursuant to the Oversubscription Privilege are mailed.
(e) Funds received by you pursuant to the Basic Subscription Right and
the Oversubscription Privilege shall be held by you in a segregated account.
Upon mailing certificates representing the securities and refunding subscribers
for additional shares of Common Stock subscribed for but not allocated, if any,
you shall promptly remit to the Company all funds received in payment of the
Subscription Price for shares of Common Stock sold in the Rights Offering.
5. DEFECTIVE EXERCISE OF RIGHTS; LOST SUBSCRIPTION CERTIFICATES: The
Company shall have the absolute right to reject any defective exercise of Rights
or to waive any defect in exercise. Unless requested to do so by the Company,
you shall not be under any duty to give notification to holders of Subscription
Certificates of any defects or irregularities in subscriptions. Subscriptions
will not be deemed to have been made until any such defects or irregularities
have been cured or waived within such time as the Company shall determine. You
shall as soon as practicable return Subscription Certificates with the defects
or irregularities which have not been cured or waived to the holder of the
Rights. If any Subscription Certificate is alleged to have been lost, stolen or
destroyed, you should follow the same procedures followed for lost stock
certificates representing Common Stock you use in your capacity as transfer
agent for the Company's Common Stock.
6. LATE DELIVERY: If prior to 5:00 p.m., Eastern time, on the
Expiration Date you receive (i) payment in full of the Subscription Price for
the shares of Common Stock being subscribed for and (ii) a guarantee notice
substantially in the form of the Notice of Guaranteed Delivery delivered with
the Subscription Certificate, from a financial institution having an office or
correspondent in the United States, or a member firm of any registered United
States national securities exchange or of the National Association of Securities
Dealers, Inc. stating the certificate number of the Subscription Certificate
relating to the Rights, the name and address of the exercising subscriber, the
number of Rights represented by the Subscription Certificate held by such
exercising subscriber, the number of shares of Common Stock being subscribed for
pursuant to the Rights and guaranteeing the delivery to you of the Subscription
Certificate evidencing such Rights within three business days following the date
of the Notice of Guaranteed Delivery, then the Rights may be exercised even
though the Subscription Certificate was not delivered to you prior to 5:00 p.m.,
Eastern time, on the Expiration Date, provided that within two business days
following the date of the Notice of Guaranteed Delivery you receive the properly
completed Subscription Certificate evidencing the Rights being exercised, with
signatures guaranteed if required.
7. DELIVERY: You shall deliver to the Company the exercised
Subscription Certificates in accordance with written directions received from
the Company and shall deliver to the subscribers who have duly exercised Rights
at their registered addresses certificates representing the securities
subscribed for as instructed on the reverse side of the Subscription
Certificates.
8. REPORTS. You shall notify the Company by telephone on and before
the close of business on each business day during the period commencing 5
business days after the mailing of the Rights and ending at the Expiration Date
(and in the case of guaranteed deliveries ending three business days after the
Expiration Date) (a "daily notice"), which notice shall thereafter be confirmed
in writing, of (i) the number of Rights exercised on the day covered by such
daily notice, (ii) the number of Rights subject to
3.
guaranteed exercises on the day covered by such daily notice, (iii) the number
of Rights for which defective exercises have been received on the day covered by
such daily notice, and (iv) the cumulative total of the information set forth in
clauses (i) through (iii) above. At or before 5:00 p.m., Eastern time, on the
first business day following the Expiration Date you shall certify in writing to
the Company the cumulative total through the Expiration Date of all the
information set forth in clauses (i) through (iii) above. At or before 10:00
a.m., Eastern time, on the fifth business day following the Expiration Date you
will execute and deliver to the Company a certificate setting forth the number
of Rights exercised pursuant to a Notice of Guaranteed Delivery and as to which
Subscription Certificates have been timely received. You shall also maintain and
update a listing of holders who have fully or partially exercised their Rights,
holders who have transferred their Rights and their transferees, and holders who
have not exercised their Rights. You shall provide the Company or its designees
with such information compiled by you pursuant to this paragraph 8 as any of
them shall request.
9. FUTURE INSTRUCTIONS: With respect to notices or instructions to be
provided by the Company hereunder, you may rely and act on any written
instruction signed by any one or more of the following authorized officers or
employees of the Company: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, Chairman and Chief Executive Officer,
▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇, Senior Executive Vice President and Chief Financial Officer or
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Operating Officer and Secretary.
10. PAYMENT OF EXPENSES: The Company will pay you compensation for
acting in your capacity as Subscription Agent hereunder in the amount of
$_____________ plus your reasonable out-of-pocket expenses.
11. COUNSEL: You may consult with counsel satisfactory to you, which
may be counsel to the Company, and the advice or opinion of such counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by you hereunder in good faith and in accordance with
such advice an opinion of such counsel.
12. INDEMNIFICATION: The Company covenants and agrees to indemnify and
hold you harmless against any costs, expenses (including reasonable fees of
legal counsel), losses or damages, which may be paid, incurred or suffered by or
to which you may become subject arising from or out of, directly or indirectly,
any claim or liability resulting from your actions as Subscription Agent
pursuant hereto; provided that such covenant and agreement does not extend to
such costs, expenses, losses and damages incurred or suffered by you as a result
of, or arising out of, your own gross negligence, misconduct or bad faith or
that of any employees, agents or independent contractors used by you in
connection with performance of your duties as Subscription Agent hereunder.
13. NOTICES: Unless otherwise provided herein, all reports, notices
and other communications required or permitted to be given hereunder shall be in
writing and delivered by hand or confirmed telecopy or by first class U.S. mail,
postage prepaid, shall be deemed given if by hand or telecopy, upon receipt or
if by U.S. mail, three business days after deposit in the U.S. mail and shall be
addressed as follows
(a) If to the Company, to:
Patriot National Bancorp, Inc.
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Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇
4.
Chairman and Chief Executive Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to you, to:
Registrar and Transfer Company
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Telephone: ▇ ▇▇▇ ▇▇▇-▇▇▇▇
If the foregoing terms accurately summarize our understanding, please
date and sign the enclosed duplicate copy of this letter on behalf of Registrar
and Transfer Company.
Very truly yours,
PATRIOT NATIONAL BANCORP, INC.
By
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Chairman and Chief Executive Officer
Agreed and accepted as of this ___ day of _____________, 2005
REGISTRAR AND TRANSFER COMPANY
By
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Name:
Title:
5.
