Exhibit 4.3
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No.
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Common Stock Purchase
Warrant
Unless Extended By The Company This Warrant Expires
At 5:00 P.M., New York Time on
June 28, 2008
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Warrants
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ES Bancshares, Inc.
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C OMMON S TOCK
P URCHASE W ARRANTS
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O RGANIZED U NDER T HE L AWS O F THE S TATE OF MARYLAND
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CUSIP :
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THIS CERTIFIES THAT:
IS THE OWNER OF
Common Stock Purchase Warrants, each
of which entitles the owner thereof to purchase One fully paid and
nonassesable share (subject to adjustment and hereinafter referred
to) of the $5.00 par value Common Stock of ES Bancshares, Inc.,
upon surrender of this Warrant Certificate, duly endorsed on the
reverse hereof, together with payment in full of the purchase price
in lawful money of the United States of America, at the principal
office of the Company or its Warrant Agent. Warrants may be
exercised until 5:00 P.M., New York time on June 28, 2008 or
such later date as may hereinafter be designated by the Company
(the “Expiration Date”). The Purchase Price payable
upon exercise of a Warrant (the “Purchase Price”) shall
be at $12.50 and, commencing on April 15, 2007, $10.00 per
share. The Purchase Price shall be tendered with the properly
completed and executed Form of Election on the reverse hereof, in
cash or by bank teller’s check or personal check, all of
which shall be payable to the order of the Company and are accepted
subject to collection. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof, a new Warrant Certificate, in
all respects similar to this Warrant Certificate, evidencing the
number of Warrants not then exercised. This and similar Warrant
Certificates when surrendered for partial exercise by the
registered holder hereof or by his/her duly authorized attorney or
representative may be exchanged, without payment of any service
charge, for a replacement certificate evidencing in the aggregate
the number of Warrants then representing unexercised. Prior to due
presentment for registration of transfer of this Warrant
Certificate, the Company may deem and treat the registered holder
hereof as the absolute Owner of this Warrant Certificate
(notwithstanding any position of ownership or other writing hereof
made by anyone other than the Company or its Warrant Agent) for the
purpose of any exercise hereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary. In the event that the transfer books for
the Company’s Common Stock are closed, for any reason
whatsoever, the Company and the Warrant Agent shall not be required
to make delivery of certificates for Common Stock, until the date
of the reopening of said transfer books. No shares of Common Stock
shall be issued pursuant to the exercise of Warrants unless such
issuance and such exercise shall comply with all relevant
provisions of law.
The Warrants evidenced hereby may
not be exercised after the Expiration Date and to the extent not
exercised by such time, all Warrants evidenced hereby shall become
null and void. During the exercise period, including any extended
period, the Company ag