ex4-5.htm


    Exhibit 4.5

     

     

    NEW
CENTURY BANK

    


    MODIFICATION
TO ANTI-DILUTION AGREEMENT

    


    THIS
MODIFICATION TO ANTI-DILUTION AGREEMENT (this “Modification”) is entered into as
of _______ __, 20__ by and between NEW CENTURY BANK ("Bank”) and the shareholder
who name appears on the signature page of this Modification (the
"Purchaser").

    


    Recitals

    


    In
connection with a private placement of shares of Bank’s common stock in _____,
20__, Bank and Purchaser entered into an Anti-Dilution Agreement (the
“Agreement”), providing Purchaser price protection with respect to the Shares
until June 30, 2010, such that if the Bank issues any shares of its common stock
or Class B Non-Voting Common Stock at or prior to that date at a price less than
$___ per share (the “Purchase Price”), the Bank will issue sufficient additional
shares to the Purchaser to maintain the values of Purchaser’s Shares at the new,
lower issuance price.  The parties wish to modify the
Agreement.

    


    NOW,
THEREFORE, intending to be legally bound hereby, the Bank and Purchaser hereby
agree as follows:

    


    1. Change in Expiration
Date.  The date, “June 30, 2010,” set forth in Section 3.1 of
the Agreement is hereby amended to read, “March 31, 2011.”

    


    2. Modification to Types of
Issuances for Which Protection is Provided.  Notwithstanding
any provision of the Agreement or this Modification, adjustments shall be made
for an “Issue” of “Additional Common Shares” occurring after June 30, 2010 if
the only consideration for the Additional Common Shares in the Issue is
cash.

    


    3. Reaffirmation as
Modified.  The Agreement, as modified by this Modification, is
hereby ratified and reaffirmed and remains in full force and
effect.

    


    4. General.

    


    (a) Governing Law. This
Modification shall be governed in all respects by the internal laws of the
Commonwealth of Pennsylvania, without regard to rules of conflict of laws or
choice of law, and by federal law to the extent it pre-empts state
law.

    


    (b) Successors and
Assigns. This Modification shall be binding upon and inure to the benefit
of the Bank, the Purchaser and their respective successors, heirs, personal
representatives and permitted assigns, but Purchaser agrees that Purchaser shall
not be authorized to assign Purchaser’s rights or delegate Purchaser’s
obligations under this Modification to anyone.

    


    (c) Entire Agreement.
Except as set forth below, this Modification constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.

    


    (d) Severability. In case
any provision of this Modification shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions of this
Modification shall not in any way be affected or impaired thereby.

    


    (e) Titles and Subtitles.
The titles of the sections and subsections of this Modification are for
convenience of reference only and are not to be considered in construing this
Modification.  All words, including defined terms, used in this
Modification will be construed to be of such gender, number, tense or other
derivation of the word as the circumstances require.

    


    (f) Counterparts. This
Modification may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one
instrument.

    



    
      
         


      

      
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    IN
WITNESS WHEREOF, Bank and Purchaser have duly executed this Modification as of
the date first set forth above.

    


    
      	
              Name
      of Purchaser:

               

              ________________________________

               

               

              By:
      _________________________________

              Name:

              Title:

            	
              Name
      of Bank:

               

              NEW
      CENTURY BANK

               

               

              By:
      ________________________________

              Name:

              Title: