UnitedStates Department of the Treasury 1500Pennsylvania Avenue, NW Washington,D.C.20220

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C.  20220

 

Dear Ladies and Gentlemen:

 

The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities.

 

The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement — Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern.

 

Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto.

 

This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement.

 

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

 

 

In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below.

 

 

 

Date:  December 23, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company Information:

   Name of the Company:              1st Constitution Bancorp

   Corporate or other organizational form:             Corporation

   Jurisdiction of Organization:             New Jersey

   Appropriate Federal Banking Agency:        Federal Reserve Bank of New York

 

 

	Notice Information:	1st Constitution Bancorp
		P.O. Box 634
		2650 Route 130 North
		Cranbury, New Jersey 08512
		Attn.:   Robert F. Mangano, President and Chief Executive Officer              Joseph M. Reardon, Senior Vice President and Treasurer
		Facsimile No.: (609) 655-5653
		Copy to:
		Day Pitney LLP (Outside Counsel)
		7 Times Square
		New York, New York 10036
		Attn.: Frank E. Lawatsch, Jr., Esq.
		Facsimile No.: (212) 916-2940

                                                                                                                  & #160;                                                                                                                                0;                                                                                                                                                                                                                                                 

Series of Preferred Stock Purchased:              Series B

Per Share Liquidation Preference of Preferred Stock:              $1,000.00

Number of Shares of Preferred Stock Purchased:                    12,000 shares

Dividend Payment Dates on the Preferred Stock:    2/15, 5/15, 8/15, 11/15

Number of Initial Warrant Shares:       200,222 shares

Exercise Price of the Warrant:              $8.99

Purchase Price:             $12,000,000

 

 

 Location of Closing:      Telephonic

 Time of Closing:             At such time as determined by the parties

 Date of Closing:             December 23, 2008

 

 

Wire Information for Closing:
Beneficiary Bank RT:	021207154
Beneficiary Bank Name:	1st Constitution Bank
Beneficiary Bank Address:	2650 Route 130 Cranbury, New Jersey 08512
Beneficiary Account Number:	155
Beneficiary:	1st Constitution Bancorp
Beneficiary Address:	2650 Route 130 Cranbury, New Jersey 08512
Instructions:	Attention: Mr. Joseph M. Reardon
	***@***
	(609) 655 – 4500 x 155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalization Date:      November 30, 2008

 

 

 

Par value:

No Par

Total Authorized:	30,000,000 shares
Outstanding	3,998,844 shares

Subject to warrants, options, convertible     securities, etc.:

warrants: 0 sharesoptions outstanding: 156,514 shares

unissued restricted stock awards: 7,193 shares

Reserved for benefit plans and other         issuances:777,768

Remaining authorized but unissued:        25,059,681 shares

Shares issued after Capitalization Date       (other than pursuant to warrants, options,       convertible securities, etc. as set forth       above):     None

 

 

 

Par value:

No Par

Total Authorized:

5,000,000

Outstanding (by series):

0

Reserved for issuance:

28,966

Remaining authorized but unissued:

4,971,034

 

 

 

 

 

Required1                                % Vote Required

 

 

 

Charter Amendment

 

 

Stock Exchange Rules

 

 

 

If no stockholder approvals are required, please so indicate by checking the box:   x

 

 

 

 

 

 

 

1	If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote.

 

 

 

 

 

 

 

 

 

 

List any exceptions to the representation and warranty in Section 2.2(1) of the Securities Purchase Agreement — Standard Terms.

 

 

 

 

If none, please so indicate by checking the box:  x 

 

 

 

 

 

 

 

 

 

 

 

List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of the Securities Purchase Agreement — Standard Terms.

 

 

 

 

 

 

If none, please so indicate by checking the box:  x 

 

 

 

 

 

List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities Purchase Agreement — Standard Terms.

 

 

 

 

 

 

If none, please so indicate by checking the box:  x

 

 

   

 

 

 

List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase Agreement — Standard Terms.

 

 

 

 

If none, please so indicate by checking the box:  x