Exhibit 99(b)
COMMERCEFIRST BANCORP, INC.
REVISED AND RESTATED
ORGANIZERS' AGREEMENT
THIS REVISED AND RESTATED ORGANIZERS' AGREEMENT (hereinafter referred
to as the "Agreement") is made this 6th day of October, 1999 by and between the
undersigned parties (hereinafter referred to collectively as the "Organizers")
and CommerceFirst Bancorp, Inc., a Maryland Corporation (hereinafter referred to
as the "Holding Company")
WITNESSETH
WHEREAS, the Organizers are actively involved in business,
professional, banking, financial and charitable activities in the Maryland
counties of Xxxx Arundel, Prince Xxxxxx'x, Xxxxxx and Xxxxxxx; and,
WHEREAS, the Organizers desire to form a State Bank authorized to do
business as a Commercial Bank (hereinafter referred to as the "Bank") under the
laws of the State of Maryland; and,
WHEREAS, the Holding Company has been formed to wholly own the shares
of the Bank; and,
WHEREAS, the formational process of the Bank will require the
expenditure of funds by the Holding Company in payment of application fees,
consulting fees, deposits upon leased real property and equipment, attorney's
fees, officers' salaries, and other expenses incidental to the formation
process; and,
WHEREAS, the Organizers desire to provide the funds necessary for the
Holding Company to successfully achieve the formation and operation of the Bank;
and,
WHEREAS, the Organizers have entered into an Organizers' Agreement
dated the 14th day of July, 1999; and
WHEREAS, the Organizers wish to revise and restate that Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Effect of Agreement. This Revised and Restated Agreement amends and
replaces the Organizers' Agreement dated the 14th day of July, 1999.
2. Stock Purchase, Duties and Responsibilities of Organizers: The
contributions, duties and responsibilities of Organizers shall be as follows:
(a) Initial Stock Purchase: Each Organizer shall purchase
Twenty-five (25) shares of stock of the Common Stock of the Holding Company (the
"Initial Stock Purchase Price") at One Thousand Dollars ($1,000.00) per share
for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000.00)
(the "Initial Purchase Price").
(b) Duties and Responsibilities: Each Organizer shall:
(1) Supply any and all personal information as required by regulatory
agencies or other parties if necessary and incidental to the formation
of the Bank;
(2) Attend meetings, conferences and other functions necessary or
incidental to the operation of the Holding Company and the formation of
the Bank; and,
(3) Make reasonable efforts to obtain subscribers for the purchase of the
stock of the Holding Company.
(c) Qualified Investments. The term "Qualified Investments,"
as used herein, includes investments made by: the Organizer personally; IRAs and
retirement accounts of the Organizer; the spouse of the Organizer; XXX and
retirement accounts of the spouse of the Organizer; and, trusts for which the
Organizer is the trustee or a co-trustee and the beneficiary or beneficiaries is
or are such or the spouse, children or grandchildren of such Organizer.
3. Board of Directors of the Holding Company. The Initial Directors of
the Holding Company consists of:
Class 2000 Director (initial one year term): Xxxxxx Xxxxxx
Class 2001 Director (initial two year term): Xxxxx X. Xxxxx
Class 2002 Director (initial three year term): Xxxxxx X. Xxxxxxxx, XX
4. Term. This Agreement shall remain in full force and effect until the
earlier of: the opening of the Bank for business (the "Opening"); the
affirmative vote of two-thirds (2/3) of the Organizers; or three (3) years from
the date of this Agreement.
5. Restrictions on Transferability of Shares. Each Organizer covenants,
promises and agrees that, until such time as the Holding Company offers shares
to individuals other than Organizers or Additional Organizers (the "Offering"),
he shall not sell, hypothecate, pledge, assign, or otherwise transfer with or
without consideration (hereinafter collectively referred to as a "Transfer") any
or all of the shares of Common Stock of the Holding Company owned of record or
beneficially by him, or any of his or her rights hereunder, to any other person,
corporation, partnership, association, limited liability company, trust or any
other entity whatsoever except pursuant to the terms and conditions of this
Agreement without the prior written consent of two thirds (2/3) of the
Organizers. Each Organizer hereby acknowledges the reasonableness of the
restrictions of Transfers imposed by this Agreement in view of the purposes of
the Holding Company and the relationships of the Organizers. All certificates
representing shares of Common Stock issued pursuant to this Agreement shall be
conspicuously legended as follows:
"The shares of stock represented by this Certificate are
restricted as to transfer by the terms, conditions and
covenants of an Agreement with respect thereto dated the 14th
day of July, 1999, a copy of which is on file with the
Corporation (as revised and restated by an Agreement dated the
6th day of October, 1999, a copy of which is on file with the
Corporation). The Corporation will gratuitously furnish a copy
of said Agreement to any party having a valid interest
therein. Any transfer of stock other than in accordance with
said Agreement shall be absolutely null and void."
The Organizers agree that shares of Common Stock of the Holding Company which
were issued pursuant to the Organizers Agreement dated the 14th day of July,
1999 are restricted by the terms, conditions and covenants of this Revised and
Restated Organizers' Agreement.
6. Death of an Organizer. During the Term of this Agreement, upon the
death of an Organizer (hereinafter referred to as the "Decedent"), the
Decedent's successors in interest shall be entitled to receive, as provided in
this Agreement, the number of Warrants which the Decedent would be entitled to
receive upon an Offering. However, the Decedent's successors in interest shall
not become Organizers and shall not be required or entitled to make a Secondary
Stock Purchase in the event that such a purchase is required.
7. Secondary Stock Purchase. If the Holding Company, in the opinion of
a majority of the Organizers thereof, requires an additional infusion of
operating capital, the Holding Company may sell additional shares in the Company
to Organizers (the "Secondary Stock Purchase") for One Thousand Dollars
($1,000.00) per share (the "Secondary Stock Purchase Price"). The offer to sell
additional shares to the Organizers shall consist of a
total number of shares which is equally divisible by the total number of
Organizers. Each Organizer electing to purchase shares in the Secondary Stock
Purchase shall be entitled to purchase the offered shares on a pro rata basis.
8. Exchange Rights of Organizers. Upon an Offering, Organizers shall
exchange shares of the Common Stock of the Holding Company purchased pursuant to
this Agreement for the number of shares in the Holding Company which equal the
total purchase price paid by the Organizer pursuant to this Agreement divided by
the per share purchase price of the shares in the Offering (the "Offering
Price"). As an example, if an Organizer purchases Twenty-five (25) shares in the
Holding Company for Twenty Five Thousand Dollars ($25,000.00) pursuant to this
Agreement and the Offering Price is Ten dollars ($10.00) per share, the
Organizer shall be entitled to exchange each share of the Common Stock of the
Holding Company purchased pursuant to this Agreement for One Hundred (100)
shares of the common stock of the Holding Company.
9. Warrant Rights of Organizers. The Organizers shall receive Warrants
as pursuant to the terms of a Warrant Plan which is attached hereto as Exhibit
1.
10. Liquidation Preference. If, prior to the expiration of the Term of
this Agreement, a majority of the Board of Directors of the Holding Company
elect to liquidate, the Holding Company shall purchase in full the Shares of the
Company purchased by Organizers pursuant to this Agreement in the following
order of preference:
10.1 Those Shares purchased by Organizers pursuant to a
Secondary Stock Purchase;
10.2 Those Shares purchased by Organizers pursuant to an
Initial Stock Purchase;
11. Amendment. This Agreement may be amended or terminated only upon
the vote of Two-thirds (2/3) of the Organizers. Organizers shall have no rights
to dissent.
12. Applicable State Law. Except as required by federal banking and
securities law, this Agreement shall be construed in accordance with the laws of
the State of Maryland.
13. Severability of Clauses. Should any term, provision or covenant of
this Agreement or the application thereof to any person or circumstance be
invalid or unenforceable, the remainder of this Agreement or the application of
such term, provision or covenant to persons or circumstances other than those to
which it is held invalid or unenforceable shall not be affected thereby and each
term, provision or covenant shall be valid and enforceable to the fullest extent
permitted by law.
14. Arbitration. Any dispute arising hereunder shall be submitted and
settled by binding arbitration under and pursuant to the Maryland Uniform
Arbitration Act and the rules and regulations of the American Arbitration
Association, and the decision or award of the arbitrator or arbitrators in such
arbitration shall be final, conclusive and binding upon each of the parties and
judgment may be entered thereon in any court of competent jurisdiction. The
parties hereby agree that all costs of arbitration are to be borne by the
non-prevailing party.
15. Counterparts. This Agreement may be executed in counterparts, all
of which collectively shall be deemed one original.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
ATTEST: COMMERCEFIRST BANCORP, INC.
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Xxxxxx X. Xxxxxxxx, XX, Chairman
WITNESS/ATTEST: ORGANIZERS:
CITIZENS, INC.,
a Pennsylvania Corporation
By:___________________________ By:___________________________
X. X. Xxxxxx, III, Chairman
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Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, XX
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Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxxxxxx, Xx.
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Xxxxxx Xxxxxx
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Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxx
