ex10-2.htm


 


 


Exhibit 10.2








 


UNITED STATES DEPARTMENT OF THE TREASURY


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


April 19, 2013


 


Ladies and Gentlemen:


 


Reference is made to that  certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.


 


As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement.  Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor.  In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:


 


(a)           The Company hereby acknowledges receipt from the Investor of the Warrant; and


 


(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.


 


This letter agreement 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 State of New York applicable to contracts made and to be performed entirely within such State.


 


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 sufficient as if actual signature pages had been delivered.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




  





  











  






 


 


In witness whereof, the parties have duly executed this letter agreement as of the date first written above.


 



	  	
UNITED STATES DEPARTMENT OF THE TREASURY


 


	  	
By: /s/ Timothy G. Massad


	  	
Name: Timothy G. Massad


	  	
Title:  Assistant Secretary for Financial


	  	
Stability


	  	  
	 	CARROLLTON BANCORP
	  	  
	  	
By: /s/ Robert A. Altieri


	  	
Name: Robert A. Altieri


	  	
Title: President and Chief Executive


          Officer


	  	  










 































































































































[UST 591: Cross Receipt for April 19, 2013


Repurchase of Warrant by Carrollton Bancorp]


 


 


 


 


 


 




  





  











  






 


 


SCHEDULE A


 



	
Company Information:

	  
	
Name of the Company:

	
Carrollton Bancorp


	
Corporate or other organizational form of the Company:

	
Corporation


	
Jurisdiction of organization of the Company:

	
Maryland


	
Information related to the Preferred Share Repurchase:

	  
	
Date of Repurchase Letter Agreement for the

	  
	
repurchase of 9,201 of the Preferred Shares:

	
April 19, 2013


	
Terms of the Warrant Repurchase:

	  
	
Date of Warrant Repurchase Notice:

	
April 3, 2013


	
Aggregate purchase price for the Warrant:


 

	
$213,594.16


	
Investor wire information for payment of purchase price for the Warrant: