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Exhibit 4.3
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WARRANT TO PURCHASE PREFERRED STOCK
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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.
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WARRANT
to purchase
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92.00092
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Shares of Preferred Stock
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of Monadnock Bancorp, Inc.
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Issue Date: December 19, 2008
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1.
Definitions . Unless the context otherwise requires, when
used herein the following terms shall have the meanings
indicated.
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"Board of Directors"
means the board of directors of the Company, including any duly
authorized committee thereof.
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"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.
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"Charter" means,
with respect to any Person, its certificate or articles of
incorporation, articles of association, or similar organizational
document.
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"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.
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1
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<PAGE>
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"Exchange Act" means
the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.
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"Exercise Price"
means the amount set forth in Item 2 of Schedule A hereto.
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"Expiration Time"
has the meaning set forth in Section 3.
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"Issue Date" means
the date set forth in Item 3 of Schedule A hereto.
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"Liquidation Amount"
means the amount set forth in Item 4 of Schedule A hereto.
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"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.
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"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.
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"Preferred Stock"
means the series of perpetual preferred stock set forth in Item 5
of Schedule A hereto.
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"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.
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"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.
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"SEC' means the U.S.
Securities and Exchange Commission.
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"Securities Act"
means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.
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"Shares" has the
meaning set forth in Section 2.
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"Warrantholder" has
the meaning set forth in Section 2.
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"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
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2
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<PAGE>
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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.
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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.
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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.
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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
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