Exhibit 99.2
FORM OF INSTRUCTIONS FOR USE OF ENTERPRISE BANCORP, INC. RIGHTS CERTIFICATES
CONSULT THE INFORMATION AGENT, THE SUBSCRIPTION AGENT OR
YOUR BANK OR BROKER AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the “Rights Offering”) by Enterprise Bancorp, Inc. (“we”, “us”, “our” or the “Corporation”) to the holders of record (the “Recordholders”) of our common stock (the “Common Stock”), as described further in the accompanying prospectus supplement dated , 2009 (the “Prospectus”). Recordholders of the Common Stock at 5:00 p.m., New York City time, on , 2009 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of the Common Stock. In the Rights Offering, we are offering up to an aggregate of [ ] shares of Common Stock to be issued upon the exercise of the Subscription Rights, subject to our right, exercisable in our sole discretion, to issue up to [ ] additional shares to accommodate over-subscription requests that we may receive under the terms of the Rights Offering and/or to facilitate sales of shares to new investors in the supplemental offering that we are undertaking concurrently with the Rights Offering (the “Supplemental Offering”), all of which is described further in the Prospectus. Each Recordholder will receive one Subscription Right for each whole share of Common Stock that the Recordholder owned on the Record Date.
The Subscription Rights will expire, if not exercised prior to 5:00 p.m., New York City time, on , 2009, unless we extend the period of the Rights Offering beyond such date (as such date may be extended, the “Expiration Date”). Each Subscription Right entitles the holder to purchase [ ] of a share of Common Stock (the “Basic Subscription Right”) at a subscription price of $[ ] per full share. For example, if you owned 1,000 shares of Common Stock on the Record Date, you would receive 1,000 Subscription Rights and would have the right to purchase [ ] shares of Common Stock (rounded down to [ ] shares, with the total subscription payment being adjusted accordingly, as explained in the Prospectus) for $[ ] per full share pursuant to your Basic Subscription Right.
In addition, each holder of Subscription Rights who exercises the Basic Subscription Right in full will be eligible to subscribe to purchase additional shares of Common Stock, subject to the conditions and limitations described further in the Prospectus (the “Over-Subscription Opportunity”). We reserve the right, exercisable in our sole discretion, to reject in whole or in part any requests to purchase additional shares that we may receive pursuant to the Over-Subscription Opportunity, regardless of the availability of shares to satisfy these requests.
The Subscription Rights held by each Recordholder are evidenced by a rights certificate (the “Rights Certificate”) registered in the Recordholder’s name. Your Subscription Rights are non-transferable, meaning that they may not be sold, transferred, or assigned to anyone else.
Each Recordholder will be required to submit payment in full for all of the shares of Common Stock that the Recordholder wishes to buy under the Basic Subscription Right and pursuant to the Over-Subscription Opportunity before the Expiration Date.
Fractional shares of Common Stock resulting from the exercise of Subscription Rights will be eliminated by rounding down to the nearest whole share, with the total exercise price being adjusted accordingly. Any excess subscription payments received by Computershare Trust Company, N.A. (the “Subscription Agent”) will be returned, without interest, as soon as practicable following the completion of the Rights Offering.
The Subscription Agent must receive your Rights Certificate or a properly completed and delivered Notice of Guaranteed Delivery, in either case with full payment of the total subscription amount, including final clearance of any uncertified personal checks, on or before 5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Subscription Rights, you cannot cancel, revoke or otherwise amend the exercise of your Subscription Rights. If you do not exercise your Subscription Rights before the Expiration Date, then they will expire and you will have no further rights under them.
The number of Subscription Rights to which you are entitled and the corresponding number of shares of Common Stock that you may subscribe to purchase under your Basic Subscription Right are printed on the face of your Rights Certificate. You should indicate your wishes with regard to the exercise of your Subscription Rights, including any shares you wish to purchase pursuant to the Over-Subscription Opportunity, by completing the appropriate portions of your Rights Certificate and returning the Rights Certificate to the Subscription Agent in the envelope provided.
THE RIGHTS CERTIFICATE, OR NOTICE OF GUARANTEED DELIVERY, AND FULL PAYMENT OF THE TOTAL SUBSCRIPTION AMOUNT FOR ALL SHARES OF COMMON STOCK SUBSCRIBED FOR UNDER THE BASIC SUBSCRIPTION RIGHT AND ANY ADDITIONAL SHARES OF COMMON STOCK SUBSCRIBED FOR PURSUANT TO THE OVER-SUBSCRIPTION OPPORTUNITY, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED PERSONAL CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. ONCE A RECORDHOLDER HAS EXERCISED ANY SUBSCRIPTION RIGHTS, SUCH EXERCISE MAY NOT BE CANCELLED, REVOKED OR OTHERWISE AMENDED. SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL EXPIRE.
1. Method of Subscription — Exercise of Subscription Rights
To exercise your Subscription Rights, complete your Rights Certificate and send the properly completed and executed Rights Certificate evidencing such Subscription Rights, together with payment in full of the total required subscription amount for all of the shares you intend to purchase under your Basic Subscription Right and any additional shares you wish to subscribe for pursuant to the Over-Subscription Opportunity, to the Subscription Agent, by no later than 5:00 p.m., New York City time, on the Expiration Date. Your full payment will be held in a segregated account to be maintained by the Subscription Agent. All payments must be made in U.S. dollars by check or bank draft drawn upon a U.S. bank or by postal or express money order payable in each case to “Computershare Trust Company, N.A. (acting as subscription agent for Enterprise Bancorp, Inc.)”. If you wish to use any other form of payment, then you must obtain the prior approval of the Subscription Agent and make arrangements in advance with the Subscription Agent for the delivery of such payment. Payments will be deemed to have been received upon clearance of any uncertified personal check or receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal or express money order. If you pay by uncertified personal check, please note that your payment may take five (5) or more business days to clear. Accordingly, if you wish to pay your subscription amount by means of uncertified personal check, we urge you to deliver your payment to the Subscription Agent sufficiently in advance of the Expiration Date to ensure that your payment is received and clears by the Expiration Date, and we also urge you to consider making your payment by means of a certified or cashier’s check or money order.
The Rights Certificate and full payment of the total subscription amount must be delivered to the Subscription Agent by one of the methods described below:
By First Class Mail:
Computershare Trust Company, N.A. |
| By Express Mail or Overnight Delivery:
Computershare Trust Company, N.A. |
Delivery to an address other than the required address set forth above does not constitute valid delivery.
If you have any questions, require any assistance in exercising your Subscription Rights, or require additional copies of relevant documents, please contact the Information Agent, Georgeson Inc., at ( ) - (toll-free) or ( ) - (collect).
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By making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker to exercise the Rights Certificate on your behalf. Alternatively, you may request a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each an “Eligible Institution”), to deliver a written guarantee substantially in the form included with these instructions (the “Notice of Guaranteed Delivery”), together with payment in full of your total subscription amount, to the Subscription Agent by no later than 5:00 p.m., New York City time, on the Expiration Date. Such Notice of Guaranteed Delivery must state your name, the number of Subscription Rights represented by your Rights Certificate, the number of shares of Common Stock that you intend to purchase under your Basic Subscription Right, the number of additional shares of Common Stock, if any, that you request to purchase pursuant to the Over-Subscription Opportunity, and that you will guarantee the delivery to the Subscription Agent of a properly completed and executed Rights Certificate evidencing such Subscription Rights by no later than three (3) business days after the Expiration Date. If this procedure is followed, the properly completed Rights Certificate evidencing the Subscription Rights that you intend to exercise must be received by the Subscription Agent within three (3) business days after the Expiration Date. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as the Rights Certificate at the address set forth above or may be transmitted, if transmitted by an Eligible Institution, to the Subscription Agent by facsimile transmission to Facsimile No. (617) 360-6810. Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the Information Agent by calling Georgeson Inc. at ( ) - (toll-free) or ( ) - (collect).
If you do not indicate the number of Subscription Rights being exercised, or do not forward full payment of the total subscription amount, then you will be deemed to have exercised the maximum number of Subscription Rights that may be exercised with the amount of payment that you delivered to the Subscription Agent. If the Subscription Agent does not apply your full subscription payment to your purchase of shares of Common Stock, any excess subscription payment received by the Subscription Agent will be returned to you, without interest, as soon as practicable following the completion of the Rights Offering.
Brokers, custodian banks, and other nominee holders of Subscription Rights who exercise the Subscription Rights on behalf of beneficial owners of Subscription Rights will be required to certify to the Corporation, the Subscription Agent, and the Information Agent, with respect to each beneficial owner of Subscription Rights (including such nominee itself) on whose behalf such nominee holder is acting, as to the aggregate number of Subscription Rights that have been exercised and the corresponding number of shares of Common Stock subscribed for pursuant to the Basic Subscription Right and, in connection with any subscription request pursuant to the Over-Subscription Opportunity, the number of shares of Common Stock subscribed for pursuant to the Over-Subscription Opportunity.
We offer no assurance that any subscription requests delivered by any holder of Subscription Rights pursuant to the Over-Subscription Opportunity will actually be honored in whole or in part. The availability of shares of Common Stock that may be issued by the Corporation in connection with the Over-Subscription Opportunity will depend on the number of shares subscribed for by Recordholders under the Basic Subscription Rights, how many shares of Common Stock, if any, we offer and sell in the Supplemental Offering, and whether we elect in our sole discretion to issue any additional shares of Common Stock to accommodate subscription requests pursuant to the Over-Subscription Opportunity and/or to facilitate sales of shares to new investors in the Supplemental Offering, all of which is described further in the Prospectus. We further reserve the right, exercisable in our sole discretion, to reject in whole or in part any subscription requests, regardless of the availability of shares, which we may receive pursuant to the Over-Subscription Opportunity.
2. Issuance of Common Stock
The following deliveries and payments will be made to the address shown on the face of your Rights Certificate, unless you provide instructions to the contrary in your Rights Certificate.
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(a) Basic Subscription Right. As soon as practicable after the Expiration Date and the valid exercise of your Subscription Rights, the Subscription Agent will credit your account with the shares of Common Stock you have purchased pursuant to your Basic Subscription Right.
(b) Over-Subscription Opportunity. As soon as practicable after the Expiration Date and after all pro-rations and adjustments contemplated by the terms of the Rights Offering have been effected, the Subscription Agent will credit your account with the shares of Common Stock, if any, allocated to you pursuant to validly exercised and accepted subscription requests pursuant to the Over-Subscription Opportunity.
(c) Excess Cash Payments. As soon as practicable after the Expiration Date and after all pro-rations and adjustments contemplated by the terms of the Rights Offering have been effected, any excess subscription payment that you have paid to the Subscription Agent will be returned, without interest, to you.
3. Execution
(a) Execution by Registered Holder. The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same, unless, for good cause, the Subscription Agent dispenses with proof of authority.
4. Method of Delivery
The method of delivery of Rights Certificates and payment in full of the total subscription amount to the Subscription Agent will be at the election and risk of the holders of the Subscription Rights. If sent by mail, we recommends that you send your Rights Certificate and subscription payment by overnight courier or by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent and clearance of payment prior to the Expiration Date. We urge you to consider using a certified or cashier’s check or money order to ensure that the Subscription Agent receives your funds prior to the Expiration Date. If you send an uncertified personal check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared, which may take five (5) or more business days, but if you send a certified check, bank draft drawn upon a U.S. bank or a postal or express money order, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of your payment. If you wish to pay your subscription payment by means of an uncertified personal check, we urge you to deliver your payment to the Subscription Agent sufficiently in advance of the Expiration Date to ensure that your payment is received and clears by the Expiration Date.
5. Special Provisions Relating to the Delivery of Subscription Rights through the Depository Trust Company
In the case of Subscription Rights that are held of record through The Depository Trust Company (“DTC”), exercises of the Basic Subscription Right and any subscription requests pursuant to the Over-Subscription Opportunity may be effected by instructing DTC to transfer the Subscription Rights from the DTC account of such holder to the DTC account of the Subscription Agent and by delivering to the Subscription Agent the required certification as to the number of shares of Common Stock subscribed for under the Basic Subscription Right and the number of any additional shares subscribed for pursuant to the Over-Subscription Opportunity by each beneficial owner of Subscription Rights on whose behalf such nominee is acting, together with payment in full of the total subscription amount for all of the shares of Common Stock subscribed for under the Basic Subscription Right and pursuant to the Over-Subscription Opportunity on behalf of all such beneficial owners.
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