ORGANIZER’S WARRANT AGREEMENT TO PURCHASE COMMON STOCK OF EMPIRE STATE BANK, NAES Bancshares, Inc. • May 1st, 2006 • Savings institution, federally chartered • Maryland
This is to certify that, FOR VALUE RECEIVED, the undersigned (the “Holder”), in exchange for the surrender of warrant No. ___ (the “Prior Warrant”) to purchase ____ shares of the common stock of Empire State Bank, N.A., a national banking association (the “Bank”), is entitled to purchase, subject to the provisions of this warrant (the “Warrant”), from ES Bancshares, Inc. (the “Company”) ____________ shares of the Company’s common stock, $.01 par value per share (the “Stock”), at a price (the “Exercise Price”) of $10.00 per share. The effective date of this Warrant and of the surrender of the Prior Warrant shall be the date of completion of the holding company reorganization (the “Reorganization”) of the Bank pursuant to which the Company shall become the holding company of the Bank. This Warrant shall not be exercisable until the completion of the Reorganization and, if the Reorganization shall be withdrawn or abandoned, this Warrant shall be of no force or effect.
