0001144204-14-033500 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • May 23rd, 2014 • Fieber James A • State commercial banks

WARRANT AGREEMENT governs those Unit Certificates (the "Certificates") issued by The Bank of New Canaan (the "Bank") as part of its Offering (the "Offering") pursuant to that certain Offering Circular dated as of October 26, 2006. Each Unit consists of one share (the "Shares") of common stock of the Bank, par value $1.00 per share (the "Common Stock") and one warrant (the "Warrants") to purchase shares of Common Stock, as set forth herein. The Certificates bear a legend referencing the Warrants.

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