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EXHIBIT 10.5
1,000,000 Shares Common Stock
Coastal Community Group, Inc.
_________, 1999
LOCK-UP AGREEMENT
Coast Partners Securities, Inc.
As representative of the several Dealers
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Dear Sirs:
Coastal Community Group, Inc., a Florida corporation (the "Offeror"),
proposes to issue and sell up to 1,000,000 shares (the "Common Shares") of the
Offeror's common stock, $0.01 par value per share, the terms of which are more
fully described in the prospectus filed as part of the registration statement on
Form SB-2 (File Number 333-75033) filed by the Offeror with the Securities and
Exchange Commission. Pursuant to the terms of a Managing Dealer Agreement of
even date herewith, Coast Partners Securities, Inc., acting for itself and on
behalf of the dealers named in Schedule A thereto, will agree to use its best
efforts to solicit subscriptions to purchase a minimum of 900,000 and a maximum
of 1,000,000 Common Shares at a purchase price of $10.00 per share (the
"Offering"). A substantial portion of the proceeds raised from the Offering will
be used by the Offeror to acquire shares of Coastal Community Bank, a
Florida-state chartered commercial bank (the "Bank"), making the Bank a
wholly-owned subsidiary of the Offeror.
In order to induce Coast Partners Securities, Inc. to enter into the
Managing Dealer Agreement, the Bank and the officers, directors and organizers
of the Offeror and the Bank (collectively, the "Insiders") have agreed to enter
into this agreement. The Bank and the Insiders recognize that the Offering will
be of benefit to them. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Managing
Dealer Agreement.
1. For a period of 180 days from the Effective Date, the Bank shall not,
directly or indirectly, offer for sale, sell, agree to sell, grant any option
for the sale of, or otherwise dispose of any of its securities other than to the
Offeror as contemplated in the Prospectus, or any other beneficial interest in
the assets of the Bank, without the prior written consent of Coast Partners
Securities, Inc.
2. For a period of 180 days from the Effective Date, no Insider shall, directly
or indirectly, offer for sale, sell, agree to sell, grant any option for the
sale of, or otherwise dispose of any securities of the Offeror or any interest
in such securities, without the prior written consent of Coast Partners
Securities, Inc.; provided however, that the foregoing shall not prevent an
Insider from exercising any option issued to him or her under the Offeror's 1998
Incentive Stock Option Plan, Outside Director Stock Option Plan or Restricted
Non-Statutory Stock Option Plan or exercising any warrant issued to him or her
as an organizer of the Offeror.
3. The Bank and each Insider confirms that it, he or she
understands that Coast Partners Securities, Inc. will rely upon the
representations set forth in this
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agreement in proceeding with the Offering. The Bank and each Insider further
confirms that its, his or her agreements set forth herein are irrevocable and
shall be binding upon its, his or her heirs, legal representatives, successors
and assigns. The Bank and each Insider agrees and consents to the entry of stop
transfer instructions with the Offeror's and the Bank's transfer agents against
the transfer of securities of the Offeror and the Bank held by it, him or her
except in compliance with this agreement.
4. This agreement shall become effective immediately upon (and
only upon) the effectiveness of the Managing Dealer Agreement and automatically
shall terminate immediately upon the termination of the Managing Dealer
Agreement.
5. This agreement shall be governed by the laws of the State of
California, without giving effect to the choice of law or conflicts of law
principles thereof.
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IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
COASTAL COMMUNITY BANK
By
Xxxx X. Xxxxxxx, President and CEO
INDIVIDUAL OFFICERS, DIRECTORS
AND ORGANIZERS OF COASTAL
COMMUNITY BANK AND COASTAL
COMMUNITY GROUP, INC.
Xxxxxx X. Xxxxxxx
Xxxxx Xxxxxxxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxx Xxxx
Xxxxx X. Xxxxx
