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Exhibit 4.3
WARRANT TO PURCHASE PREFERRED STOCK
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT
RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE
RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES
PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE
INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE
ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID
AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID
AGREEMENT WILL BE VOID.
WARRANT
to purchase
300.003
Shares of Preferred Stock
of Patapsco Bancorp, Inc.
Issue Date: December 19, 2008
1. Definitions . Unless the context otherwise requires,
when used herein the following terms shall have the meanings
indicated.
" Board of Directors " means the board of directors of
the Company, including any duly authorized committee thereof.
" business day " means any day except Saturday, Sunday
and any day on which banking institutions in the State of New York
generally are authorized or required by law or other governmental
actions to close.
" Charter " means, with respect to any Person, its
certificate or articles of incorporation, articles of association,
or similar organizational document.
" Company " means the Person whose name, corporate or
other organizational form and jurisdiction of organization is set
forth in Item 1 of Schedule A hereto.
" Exchange Act " means the Securities
Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.
" Exercise Price " means the amount set forth in
Item 2 of Schedule A hereto.
" Expiration Time " has the meaning set forth in
Section 3.
" Issue Date " means the date set forth in Item 3 of
Schedule A hereto.
" Liquidation Amount " means the amount set forth in
Item 4 of Schedule A hereto.
" Original Warrantholder " means the United States
Department of the Treasury. Any actions specified to be taken by
the Original Warrantholder hereunder may only be taken by such
Person and not by any other Warrantholder.
" Person " has the meaning given to it in
Section 3(a)(9) of the Exchange Act and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act.
" Preferred Stock " means the series of perpetual
preferred stock set forth in Item 5 of Schedule A hereto.
" Purchase Agreement " means the Securities Purchase
Agreement – Standard Terms incorporated into the Letter
Agreement, dated as of the date set forth in Item 6 of
Schedule A hereto, as amended from time to time, between the
Company and the United States Department of the Treasury (the "
Letter Agreement "), including all annexes and schedules
thereto.
" Regulatory Approvals " with respect to the
Warrantholder, means, to the extent applicable and required to
permit the Warrantholder to exercise this Warrant for shares of
Preferred Stock and to own such Preferred Stock without the
Warrantholder being in violation of applicable law, rule or
regulation, the receipt of any necessary approvals and
authorizations of, filings and registrations with, notifications
to, or expiration or termination of any applicable waiting period
under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations thereunder.
" SEC " means the U.S. Securities and Exchange
Commission.
" Securities Act " means the Securities Act of 1933, as
amended, or any successor statute, and the rules and regulations
promulgated thereunder.
" Shares " has the meaning set forth in
Section 2.
" Warrantholder " has the meaning set forth in
Section 2.
" Warrant " means this Warrant, issued pursuant to the
Purchase Agreement.
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2. Number of Shares; Exercise Price . This
certifies that, for value received, the United States Department of
the Treasury or its permitted assigns (the " Warrantholder
") is entitled, upon the terms and subject to the conditions
hereinafter set forth, to acquire from the Company, in whole or in
part, after the receipt of all applicable Regulatory Approvals, if
any, up to an aggregate of the number of fully paid and
nonassessable shares of Preferred Stock set forth in Item 7 of
Schedule A hereto (the " Shares "), at a purchase price per
share of Preferred Stock equal to the Exercise Price.
3. Exercise of Warrant; Term . Subject to Section 2,
to the extent permitted by applicable laws and regulations, the
right to purchase the Shares represented by this Warrant is
exercisable, in whole or in part by the Warrantholder, at any time
or from time to time after the execution and delivery of this
Warrant by the Company on the date hereof, but in no event later
than 5:00 p.m., New York City time on the tenth anniversary of the
Issue Date (the " Expiration Time "), by (A) the
surrender of this Warrant and Notice of Exercise annexed hereto,
duly completed and executed on behalf of the Warrantholder, at the
principal executive office of the Company located at the address
set forth in Item 8 of Schedule A hereto (or such other office
or agency of the Company in the United States as it may designate
by notice in writing to the Warrantholder at the address of the
Warrantholder appearing on the books of the Company), and
(B) payment of the Exercise Price for the Shares thereby
purchased, by having the Company withhold, from the shares of
Preferred Stock that would otherwise be delivered to the
Warrantholder upon such exercise, shares of Preferred Stock
issuable upon exercise of the Warrant with an aggregate Liquidation
Amount equal in value to the aggregate Exercise Price as to which
this Warrant is so exercised.
If the Warrantholder does not exercise this Warrant in its
entirety, the Warrantholder will be entitled to receive from the
Company within a reasonable time, and in any event not exceeding
three business days, a new warrant in substantially identical form
for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this Warrant and the number
of Shares as to which this Warrant is so exercised. Notwithstanding
anything in this Warrant to the contrary, the Warrantholder hereby
acknowledges and agrees that its exercise of this Warrant for
Shares is subject to the condition that the Warrantholder will have
first received any applicable Regulatory Approvals.
4. Issuance of Shares; Authorization . Certificates for
Shares issued upon exercise of this Warrant will be issued in such
name or names as the Warrantholder may designate and will be
delivered to such named Person or Persons within a reasonable time,
not to exceed three business days after the date on which this
Warrant has been duly exercised in accordance with the terms of
this Warrant. The Company hereby represents and warrants that any
Shares issued upon the exercise of this Warrant in accordance with
the provisions of Section 3 will be duly and validly
authorized and issued, fully paid and nonassessable and free from
all taxes, liens and charges (other than liens or charges created
by the Warrantholder, income and franchise taxes incurred in
connection with the exercise of the Warrant or taxes in respect of
any transfer occurring contemporaneously therewith). The Company
agrees that the Shares so issued will be deemed to have been issued
to the Warrantholder as of the close of business on the date on
which this Warrant and payment of the Exercise Price are delivered
to the Company in accordance with
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the terms of this Warrant,
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