ex4-8.htm


    Exhibit
4.8

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE EXPRESS TERMS OF THIS WARRANT. ANY
SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH THE EXPRESS TERMS OF THIS WARRANT
WILL BE VOID.

    WARRANT

    to
purchase ____ shares of

    Common
Stock (par value $1.00 per share) and Class B Non-Voting Common
Stock

    of
New Century Bank

    Issue
Date: _________ __, 20__

    


    1. Definitions. Unless
the context otherwise requires, when used herein the following terms shall have
the meanings indicated:

    


    “Bank” means New Century Bank,
a Pennsylvania bank with main office in Phoenixville, Chester County,
Pennsylvania.

    


    “Board of Directors” means the
board of directors of the Bank, including any duly authorized committee
thereof.

    


    “Business Day” means any day
except Saturday, Sunday and any day on which banking

    institutions
in the Commonwealth of Pennsylvania 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.

    


    “Class B Non-Voting Common
Stock” means the Class B Non-Voting Common Stock of the Bank, par value
$1.00 per share.

    


    “Common Stock” means the
common stock of the Bank, par value $1.00 per share.

    


    “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 $____
per share of Common Stock.

    


    “Expiration Time” means ______
__, 20__.

    


    “Issue Date” means the Issue
Date first set forth above.

    


    “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.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    “Regulatory Approvals” with
respect to the Warrantholder, means, to the extent applicable and required to
permit the Warrantholder to exercise this Warrant and own Shares 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.

    


    “Subscription Agreement” means
the Confidential Subscription Agreement dated in ________ __, 20__ between the
Bank and the Warrantholder pursuant to which this Warrant has been issued,
including all annexes and schedules thereto.

    


    “Warrant” means this Warrant,
issued pursuant to the Subscription Agreement.

    


    “Warrantholder” means
_____.

    


    2. Number of Shares;
Exercise Price. This certifies that, for value received, the
Warrantholder is entitled, upon the terms and subject to the conditions of this
Agreement, to acquire from the Bank, in whole or in part, after the receipt of
all applicable Regulatory Approvals, if any, the following (the “Shares”) at a purchase price
per share equal to the Exercise Price:

    


    (a) up to
an aggregate of __ (__) fully paid and nonassessable shares of Common Stock,
and

    


    (b) up to
an aggregate of ______ ________ (_____) fully paid and nonassessable shares of
Class B Non-Voting Common Stock.

    


    3. Exercise of Warrant;
Term.

    


    (a) 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 Issue Date.
However, in any event, this Warrant must be exercised no later than 5:00 p.m.,
prevailing Philadelphia time on Expiration Date (the “Expiration Time”), or it
shall expire automatically and be of no further force or effect, nor shall the
Warrantholder be able to exercise this Warrant as to any further Shares after
the Expiration Time.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    (b) This
Warrant may be exercised by (A) the surrender of this Warrant, with the Notice
of Exercise annexed hereto duly completed and executed on behalf of the
Warrantholder, at the principal executive office of the Bank located at 99
Bridge Street, Phoenixville, PA 19460 (or such other office or agency of the
Bank 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
Bank), and (B) payment to the Bank in collected
funds of the Exercise Price for the Shares thereby purchased.

    


    (c) If
the Warrantholder does not exercise this Warrant in its entirety, the
Warrantholder will be entitled to receive from the Bank within a reasonable
time, and in any event not exceeding three (3) Business Days after delivery of
this Warrant to the Bank in connection with an exercise, 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.

    


    (d)
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. Changes in Capital
Structure. (a) (1) In the event of any change in the number of shares of
Common Stock outstanding by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
similar corporate change, the number of shares of Common Stock issuable upon
exercise of this Warrant shall be appropriately adjusted. In the event of any
change in the number of shares of Common Stock outstanding by reason of any
other event or transaction, the Bank may, but need not, make such adjustments in
the number of Shares issuable on exercise of this Warrant as the Bank’s board of
directors may deem appropriate.

    


    (2)
Subject to any required action by the shareholders of the Bank, in the event of
any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares of Common Stock or the
payment of a stock dividend (but only on the shares of Common Stock), or any
other increase or decrease in the number of such shares effected without receipt
or payment of consideration by the Bank, the Bank’s board of directors shall
proportionally adjust the number of Shares issuable on exercise of this Warrant
and the Exercise Price per Share.

    


    (3)
Subject to any required action by the shareholders of the Bank, in the event
that the Bank shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), the number of Share
issuable under this Warrant immediately prior to the date of such merger or
consolidation shall be converted into the securities which a holder of that
number of Shares would have received in such merger or
consolidation.

    


    (4) In
the event of (i) a dissolution or liquidation of the Bank, (ii) a sale of all or
substantially
all of the Bank's assets, (iii) a merger or consolidation involving the Bank in
which the Bank is not the surviving corporation or (iv) a merger or
consolidation involving the Bank, or any other reorganization transaction
(including without limitation the formation of a holding company for the Bank)
in which the Bank is the surviving corporation but the holders of shares of
Common Stock receive  securities of another corporation and/or other
property, including cash, the Bank’s board of directors shall provide
for the exchange of this Warrant for a warrant with respect to, as appropriate,
some or all of the property for which this Warrant is exchanged and, incident
thereto, make an equitable adjustment as determined by the Bank’s board of
directors in its absolute discretion in the Exercise Price or, if appropriate,
provide for a cash payment to the Warrantholder in partial consideration for the
exchange of the Warrant, or any combination thereof.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    (b) In
the event of any other change in the capitalization of the Bank or corporate
change other than those specifically referred to in this Section, the Bank’s
board of directors may, in its absolute discretion, make such adjustments in the
number and class of Shares issuable upon exercise of this Warrant on the date on
which such change occurs, and in the Exercise Price, as the Bank’s board of
directors may reasonably consider appropriate to prevent dilution or enlargement
of rights.

    


               (c)
Except as expressly provided in this Warrant, Warrantholder shall not have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger, or
consolidation of the Bank or any other corporation. Except as expressly provided
in this Warrant, no issuance by the Bank of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the

    number of
Shares issuable upon exercise of this Warrant.

    


    5. Issuance of Shares.
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.

    


    6. Authorization. The
Bank 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 Bank 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 Bank in accordance with the terms of this Warrant, notwithstanding that
the stock transfer books of the Bank may then be closed or certificates
representing such Shares may not be actually delivered on such date. The Bank
will at all times reserve and keep available, out of its authorized but unissued
voting Common Stock, solely for the purpose of providing for the exercise of
this Warrant, the aggregate number of shares of Common Stock then issuable upon
exercise of this Warrant at any time. The Bank will use reasonable best efforts
to ensure that the Shares may be issued without violation of any applicable law
or regulation or of any requirement of any securities exchange on which the
Shares are listed or traded.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    7. No Rights as Stockholders;
Transfer Books. This Warrant does not entitle the
Warrantholder  to any voting rights or other rights as a stockholder
of the Bank prior to the date of exercise hereof. The Bank will at no time close
its transfer books against transfer of this Warrant in any manner which
interferes with the timely exercise of this Warrant.

    


    8. Charges, Taxes and
Expenses. Issuance of certificates for Shares to the Warrantholder upon
the exercise of this Warrant shall be made without charge to the Warrantholder
for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by
the Bank.

     

    9. Transfer/Assignment.
Neither this Warrant nor any rights hereunder are transferable, in whole or in
part.

    


    10. Loss, Theft, Destruction
or Mutilation of Warrant. Upon receipt by the Bank of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and in the case of any such loss, theft or destruction, upon
receipt of a bond, indemnity or security reasonably satisfactory to the Bank,
or, in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Bank shall make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of Shares as
provided for in such lost, stolen, destroyed or mutilated Warrant.

    


    11. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a
Business Day, then such action may be taken or such right may be exercised on
the next succeeding day that is a Business Day.

    


    12. Adjustments and Other
Rights. For so long as the Original Warrantholder holds this Warrant or
any portion thereof, if any event occurs that, in the good faith judgment of the
Board of Directors of the Bank, would require adjustment of the Exercise Price
or number of Shares into which this Warrant is exercisable in order to fairly
and adequately protect the purchase rights of the Warrants in accordance with
the essential intent and principles of the Subscription Agreement and this
Warrant, then the Board of Directors
shall make such adjustments in the application of such provisions, in accordance
with such essential intent and principles, as shall be reasonably necessary, in
the good faith opinion of the Board of Directors, to protect such purchase
rights as aforesaid.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    13. Details Regarding Adjustment
of Exercise Price. Whenever the Exercise Price or the number of Shares
into which this Warrant is exercisable shall be adjusted as provided in this
Warrant, the Bank shall forthwith file at the principal office of the Bank a
statement showing in reasonable detail the facts requiring such adjustment and
the Exercise Price that shall be in effect and the number of Shares into which
this Warrant shall be exercisable after such adjustment, and the Bank shall also
cause a copy of such statement
to be sent by mail, first class postage prepaid, to each Warrantholder at the
address appearing in the Bank’s records.

    


    14. No Impairment. The
Bank will not, by amendment of its Charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Bank, but will at all times in good faith assist in the carrying out of all the
provisions of this Warrant and in taking of all such action as may be necessary
or appropriate in order to
protect the rights of the Warrantholder.

    


    15. Governing Law. This
Warrant will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in
accordance  with the laws of the Commonwealth of Pennsylvania
applicable to contracts made and to be performed entirely within such State.
Each of the Bank and the Warrantholder agrees (a) to submit to the exclusive
jurisdiction
and venue of the United States District Court for the District of Columbia for
any civil action, suit or proceeding arising out of or relating to this Warrant
or the transactions contemplated hereby, and (b) that notice may be served upon
the Bank at the address in Section 17 below and upon the Warrantholder at the
address for the Warrantholder set forth in the registry maintained by the Bank
pursuant to Section 8 hereof. To the extent permitted by applicable law, each of
the Bank and the Warrantholder
hereby unconditionally waives trial by jury in any civil legal action or
proceeding relating to the Warrant or the transactions contemplated hereby or
thereby.

    


    16. Binding Effect. This
Warrant shall be binding upon any successors or assigns of the
Bank.

    


    17. Amendments. This
Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Bank and the
Warrantholder.


     

    18. Notices. Any notice
required or permitted under this Agreement shall be given promptly, in writing,
shall be hand delivered, sent via confirmed facsimile, overnight courier or
mailed by certified mail, postage prepaid, return receipt requested, to the
parties at their respective addresses set forth below (or such other addresses
of which they give notice to each other in accordance with the provisions
hereof) and shall be deemed effective on the date sent via confirmed facsimile
(provided written confirmation of delivery
is received), the date delivered personally or by receipted delivery service,
the next Business Day after delivered to an overnight courier service, or three
(3) days after the date mailed:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    


    If to the
Bank:

    


    New
Century Bank

    99 Bridge
Street

    Phoenixville,
PA 19460

    Tel.:
(610) 933-2271

    Fax.
(610) 933-6922

    Attention:
Jay S. Sidhu,

    Chairman
& Chief Executive Officer

    


    


    If to
Warrantholder:

    


    Print
Name:

    Address:

    Telephone
Number:

    Telecopier
Facsimile Number:

    


    with a
copy to:

    Stradley,
Ronon, Stevens & Young, LLP

    30 Valley
Stream Parkway

    Malvern,
PA 19103

    Tel.:
(610) 640-5806

    Fax:
(610) 640-1965

    Attention:
David F. Scranton, Esquire

    


    19. FDIC Restriction. The
Bank has been advised that the FDIC may require some or all of the Bank’s
shareholders to agree to restrictions on the transfer of the shares they own or
acquire of Common Stock and Class B Non-Voting Common Stock as a condition to
the Bank’s participation in FDIC assisted transactions, on terms and conditions
that may be comparable to those set forth in the FDIC policy statement. If,
pursuant to a box to be checked on the signature page of the Subscription
Agreement, the Warrantholder elected to be bound by Article VII of the
Subscription Agreement and such restriction on transfer as the FDIC may require,
not to exceed three (3) years from the date of the latest of any FDIC-assisted
transactions in which the Bank participates (herein, the “FDIC Restriction”),
the provisions of Article VII of the Subscription Agreement shall apply to any
Shares issued pursuant to exercises of this Warrant.

    


    [Remainder
of page intentionally left blank]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    20. Entire Agreement.
This Warrant and the Subscription Agreement contain the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior
and contemporaneous arrangements or undertakings with respect
thereto.

    


    IN
WITNESS WHEREOF, the Bank has caused this Warrant to be duly executed by a duly
authorized officer.

    


    Dated:

    


    
      	
              Attest:

            	
              NEW
      CENTURY BANK

            
	 
      	 
      
	 
      	 
      
	
              By:
      _______________________________

            	
              By:
      _____________________

            
	
              Name:

            	 
      
	
              Title:

            	 
      


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    [Form
of Notice of Exercise]

    Date:
_______________

    


    TO: New
Century Bank

    


    RE:
Election to Purchase Shares

    


    The
undersigned, pursuant to the provisions set forth in the Warrant dated ______
__, 20__ issued by New Century Bank in the name of the undersigned (the
“Warrant”), hereby agrees to subscribe for and purchase the aggregate number of
shares of Common Stock and Class B Non-Voting Common Stock set forth below (the
“Shares”). The undersigned understands and agrees that the number of Shares
issuable upon this exercise may be limited or conditioned by requirements for
“Regulatory Approvals” (as defined in the Warrant), and that any shares to be
issued on this exercise of the Warrant the issuance of which is subject to any
Regulatory Approvals shall not be issued unless and until any such Regulatory
Approvals are received.

    


    The
undersigned, in accordance with Section 3 of the Warrant, hereby delivers to you
the aggregate
Exercise Price for such Shares in the manner set forth in Section 3(b) of the
Warrant. If any Regulatory Approvals are required, the undersigned (and the Bank
by acceptance of the funds) agree that the portion of the Exercise Price, if
any, attributable to Shares that cannot be issued until receipt of Regulatory
Approvals shall be escrowed on mutually acceptable terms until receipt of any
applicable Regulatory Approvals.

    


    Number of
Shares of Common Stock: _________________

    


    Number of
Shares of Class B Non-Voting Common Stock: _________________

    


    
      	 
      	
              Holder:
      ________________________________

            
	 
      	
              By:
      _______________________________

            
	 
      	
              Name:
      ________________________________

            
	 
      	
              Title:
      ________________________________