1
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereof, written or oral. The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, except as expressly provided herein.
23. Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned thereto in the Acquisition Agreement.
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2
IN WITNESS WHEREOF, each of the parties has caused this Stock Option
Agreement to be executed as a sealed instrument on its behalf by its officers
thereunder duly authorized, all as of the day and year first above written.
AFFILIATED COMMUNITY BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------
Title: President and Chief Executive Officer
UST CORP.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Title: President and Chief Executive Officer
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3
EXHIBIT 3
December 15, 1997
UST Corp.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
President and Chief Executive Officer
Ladies & Gentlemen
The undersigned (the "STOCKHOLDER") owns and has sole voting power with
respect to the number of shares of the common stock, par value $0.01 per share
(the "SHARES"), of Affiliated Community Bancorp, Inc., a Massachusetts
corporation (the "SELLER"), indicated opposite the Stockholder's name on
SCHEDULE 1 attached hereto.
Immediately after the execution of this letter agreement, UST Corp. (the
"BUYER") and the Seller are entering into an Affiliation Agreement and Plan of
Reorganization (as amended and in effect from time to time, the "ACQUISITION
AGREEMENT") providing, among other things, for the indirect acquisition of the
Seller by the Buyer (the "ACQUISITION").
In consideration of, and as a condition to, the Buyer's entering into
the Acquisition Agreement the Stockholder and the Buyer agree as follows:
1. The Stockholder, while this letter agreement is in effect, shall
vote or cause to be voted all of the Shares, as well as any other shares of
common stock of Seller of which the Stockholder acquires beneficial ownership
and sole voting power, whether pursuant to the exercise of stock options or
otherwise, as long as such shares are owned by the Stockholder as of the record
date for the special meeting of the Seller's stockholders to be called and held
following the date hereof, for the approval of the Acquisition Agreement and the
Acquisition and shall vote or cause to be voted all such shares, at such special
meeting or any other meeting of the Seller's stockholders following the date
hereof, against the approval of any other agreement providing for a merger,
acquisition, consolidation, sale of a material amount of assets or other
business
4
UST Corp.
December 15, 1997
Page 2
combination of the Seller or any of its subsidiaries with any person or entity
other than the Buyer, or any subsidiary of the Buyer.
2. The agreements contained herein are intended to relate to
restrictions on voting and to continue only for such time as may reasonably be
necessary to obtain all necessary approvals, including shareholder approval and
all necessary governmental approvals, of the Acquisition and all other
transactions contemplated by the Acquisition Agreement.
3. Notwithstanding anything herein to the contrary, the agreements
contained herein shall remain in full force and effect until the earlier of (a)
the consummation of the Acquisition or (b) the termination of the Acquisition
Agreement in accordance with Article VIII thereof.
4. The Stockholder has signed this letter agreement intending to be
bound thereby. The Stockholder expressly agrees that this letter agreement shall
be specifically enforceable in any court of competent jurisdiction in accordance
with its terms against the Stockholder. All of the covenants and agreements
contained in this letter agreement shall be binding upon, and inure to the
benefit of, the respective parties and their permitted successors, assigns,
heirs, executors, administrators and other legal representatives, as the case
may be.
5. This letter agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same instrument.
6. This letter agreement is deemed to be signed as a sealed
instrument and is to be governed by the laws of The Commonwealth of
Massachusetts, without giving effect to the principles of conflicts of laws
thereof. If any provision hereof is deemed unenforceable, the enforceability of
the other provisions hereof shall not be affected.
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UST Corp.
December 15, 1997
Page 3
If the foregoing accurately reflects your understanding of the subject matter
intended to be contained herein, please confirm our agreement by signing this
letter where indicated below.
Very truly yours,
---------------------------------
AGREED TO AND ACCEPTED AS
OF THE DATE FIRST ABOVE WRITTEN
UST CORP.
By:
-----------------------------------
Name:
Title:
6
SCHEDULE 1
Number of Shares
Name of Stockholder Owned with Sole Voting Power
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