Exhibit 10.2
STANDBY PURCHASER AGREEMENT
November ____, 2013
Dear ______________:
This letter confirms our agreement with respect to the intention of
Peapack-Gladstone Financial Corp., a New Jersey corporation (the "Company"), to
raise additional capital through a rights offering of up to 2,470,588 (the
"Underlying Shares") of the Company's common shares, no par value per share (the
"Common Shares"), to its shareholders of record as of October 21, 2013 ("Rights
Offering") with the participation of standby purchasers for any unsubscribed
shares in the Rights Offering (the Rights Offering and the offering to standby
purchasers are hereinafter referred to as the "Offering"). Capitalized terms
used herein and not defined herein shall have the meanings set forth in the
Prospectus (as hereinafter defined).
A SHELF REGISTRATION STATEMENT ON FORM S-3 (THE "REGISTRATION STATEMENT")
RELATING TO THE COMPANY'S COMMON SHARES WAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") ON APRIL 19, 2013. NO OFFER TO BUY SECURITIES CAN BE
ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL A PRELIMINARY
PROSPECTUS SUPPLEMENT MEETING THE REQUIREMENTS OF SECTION 10(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, HAS BEEN FILED WITH THE SEC, AND ANY SUCH
OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND,
AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE FILING DATE.
1. Purchase and Sale of Unsubscribed Shares.
(a)
Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to issue and
sell to you as a standby purchaser (the "Standby Purchaser"), and the Standby
Purchaser agrees to purchase from the Company, at the $____ subscription price
set forth in the Prospectus (the "Subscription Price") up to
Common Shares (the "Standby Shares") if and only to the extent
that such Standby Shares remain available for issuance in accordance with the
Rights Offering after the issuance of all Common Shares validly subscribed for
through the exercise of rights (the "Rights"), in the Rights Offering (such
remaining shares being hereinafter referred to as the "Unsubscribed Shares").
(b)
The Standby Purchaser and the Company acknowledge and agree that
the Company has entered into, or contemplates entering into, one or more other
Standby Purchase Agreements with certain other parties (collectively, the
"Standby Purchasers") on terms substantially similar to this Agreement, except
that they may provide for the purchase of a different number of Standby Shares
in Section 1(a).
(c)
The Standby Purchaser acknowledges that the Standby Purchaser is
not entitled to purchase a minimum number of Standby Shares and that in the
event the number of Unsubscribed Shares are not sufficient to cover the number
of Standby Shares requested by all Standby Purchasers, the Company shall
allocate Standby Shares to Standby Purchasers in such manner as shall be
determined in the Company's sole discretion.
2. Limitations on Issuance of Standby Shares.
The Standby Purchaser hereby acknowledges and agrees that the Company may
decline to issue Common Shares to the Standby Purchaser hereunder if,