EXHIBIT 99(b)
Placement Agent Agreement
PLACEMENT AGENT AGREEMENT
THIS AGREEMENT is made this 5th day of December, 1997 by and between
Xxxxxx Securities, Inc., a Maryland corporation ("Xxxxxx"), and Eagle Bancorp,
Inc., a Maryland corporation ("Issuer").
Recitals
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A. Issuer desires to offer and sell up to 1,200,000 shares of Common
Stock (with a 15% over allotment), par value $0.01 per share ("Common Stock"),
under the terms and conditions set forth in the prospectus (the "Prospectus")
forming a part of the Registration Statement on Form SB-2 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act") (the
"Offering"), prepared by Issuer.
X. Xxxxxx is a broker-dealer registered with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and with the
securities agencies of various states and other jurisdictions, including without
limitation the states and other jurisdictions listed on Exhibit A hereto and
incorporated herein by reference (collectively, the "States").
C. Issuer desires to appoint Xxxxxx as its agent to provide limited
assistance to Issuer to complete the Offering to persons who reside in the
States.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Duties of Xxxxxx.
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Issuer hereby appoints Xxxxxx as its agent to execute such materials
prepared by Issuer as are necessary to file under the securities laws of the
States and with the Commission and the National Association of Securities
Dealers, Inc. ("NASD") and so as to comply with the registration requirements
under the Act and the securities laws of the States. Issuer will make all
filings necessary to obtain a "no objection" letter regarding the Offering from
the NASD. All subscription funds will be held in an escrow account at Capital
Bank, N.A., Rockville, Maryland (the "Bank"). To the extent that the Issuer or
the Bank receives subscriptions from persons resident in the States, the Issuer
will, and will cause the Bank to, promptly forward to Xxxxxx executed
subscription agreements from such potential investors. Upon notification by
Issuer that all conditions precedent to the consummation of the Offering (as
defined in the Registration Statement) have been satisfied or duly waived,
Xxxxxx shall authorize the Bank to release subscription funds held in the escrow
account on behalf of offerees residing in the States who have subscribed for
shares in the Offering. Except as contemplated in this Section, Xxxxxx shall
have no other duties or responsibilities and Xxxxxx shall not advise offerees in
connection with the Offering.
2. Reimbursement of Expenses
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Issuer shall, upon request, advance to Xxxxxx all reasonable
out-of-pocket expenses or filing fees and promptly reimburse Xxxxxx for
reasonable out-of-pocket expenses incurred in connection with Xxxxxx'x duties
hereunder. Xxxxxx shall receive $10,000 as compensation for its services
hereunder, $5,000 of which will be paid at the time of execution of this
Agreement and $5,000 of which will be paid at the time the Issuer breaks escrow.
3. Xxxxxx'x Representations, Warranties and Covenants
--------------------------------------------------
Xxxxxx hereby represents and warrants to, and agrees with, Issuer as
follows:
(a) Xxxxxx is a corporation, duly organized under the laws of Maryland
with all requisite power and authority to enter into this Agreement and to carry
out its obligations hereunder.
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(b) Xxxxxx is duly registered as a broker-dealer with the Commission
under the Exchange Act, is a member in good standing of the NASD, and is duly
registered as a broker-dealer or agent in the States.
(c) Xxxxxx shall not act as a broker-dealer in connection with Issuer's
offer and sale of the Common Stock in any state or other jurisdiction in which
Xxxxxx is not registered as a broker-dealer.
(d) This Agreement has been duly and validly authorized, executed and
delivered by Xxxxxx and is the legal, valid and binding agreement of Xxxxxx
enforceable in accordance with its terms.
4. Issuer's Representations, Warranties and Covenants
--------------------------------------------------
Issuer hereby represents and warrants to, and agrees with, Xxxxxx as
follows:
(a) Issuer is a corporation, legally incorporated, validly existing and
in good standing under the laws of the State of Maryland, with all requisite
power and authority to enter into this Agreement and to carry out its
obligations hereunder.
(b) The Common Stock is duly authorized, and upon sale in accordance
with the Prospectus, will be validly issued, fully paid and non-assessable.
(c) The offer and sale of the Common Stock will be registered or exempt
from securities registration under the laws of each State, and Issuer will take
all action necessary to register the Common Stock or insure the availability of
an exemption in all such States.
(d) Issuer will circulate the Prospectus only in such of the States in
which the offer and sale of the Common Stock has been registered or is exempt
from securities registration.
(e) Issuer will deliver to all offerees and their representatives, or
if required, to Xxxxxx for delivery by Xxxxxx to offerees identified by Issuer
and their representatives, copies of the Issuer's Prospectus and any additional
information, documents and instruments which Issuer with consent of Koonce deems
necessary to comply with federal and state securities laws, rules, regulations
and judicial and administrative interpretations relating to the Offering. Issuer
has provided Xxxxxx for review all materials to be delivered to offerees and
their representatives, and will provide to Xxxxxx any additional or supplemental
materials to be so delivered to offerees in the States. Such materials shall
disclose the limited nature of the services provided by Xxxxxx.
(f) The Registration Statement and Prospectus, and any other offering
documents provided to Xxxxxx by Issuer, will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances under which they were made.
(g) Issuer will take all action necessary so that any subscribers'
checks it may receive are transmitted to the Escrow Agent by noon of the next
business day following receipt, and shall notify Xxxxxx of any and all amounts
so transmitted.
(h) Issuer will promptly notify Xxxxxx of any subscriptions from
persons residing in the States which it rejects for any reason.
(i) Issuer will not authorize the release of funds relating to
subscriptions in the States unless and until Xxxxxx shall have authorized such
release as contemplated hereby.
(j) This Agreement has been duly and validly authorized, executed and
delivered by Issuer and is the legal, valid and binding agreement of Issuer
enforceable in accordance with its terms.
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5. Indemnification
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Issuer agrees to indemnify and hold harmless Xxxxxx, its officers,
directors, agents, employees and shareholders, from and against any losses,
liabilities, claims, damages or expenses whatsoever (including attorney's fees
and reasonable costs of investigation) which are incurred by Xxxxxx or such
other persons insofar as such losses, liabilities and claims or expenses arise
from any claim that:
(a) Information distributed to any offeree or purchaser or filed by
Issuer or by Xxxxxx on Issuer's behalf with the securities agency of any State
or other jurisdiction, contains an untrue statement or alleged untrue statement
of a material fact, or omits or is alleged to omit to state a material fact
necessary in order to make the statements therein in light of the circumstances
under which they were made, not misleading, is materially misleading, or fails
to meet the requirements of such information set forth in any applicable
provisions of federal or state securities laws or regulations promulgated
thereunder;
(b) Issuer has breached any agreement with, or legal duty to, any
offeree or purchaser, or any representation or warranty herein; or
(c) The offer or sale of Common Stock to an offeree or purchaser is not
registered or exempt from registration under the Act or the applicable
securities laws of any State.
6. Offering Expenses.
------------------
Issuer will pay all expenses incident to the performance of its
obligations hereunder, including all fees and expenses of registering the Common
Stock or obtaining an exemption from registration under applicable federal and
state securities laws and obtaining the clearance of the offering from the NASD.
7. Notices.
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All statements, requests and notices hereunder shall be in writing and
shall be sufficient in all respects if sent by first class mail or delivered by
hand:
If to Issuer, to:
Eagle Bancorp, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
If to Xxxxxx, to:
Xxxxxx Securities Inc.
Xxxxx 000
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
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8. States Where Offering to be Made.
---------------------------------
Issuer will offer and sell the Common Stock only in states and other
jurisdictions in which Xxxxxx is registered as a broker-dealer or in states and
other jurisdictions in which offers and sales are not required to be made
through a registered broker-dealer or agent.
9. Governing Law.
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This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EAGLE BANCORP, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
XXXXXX SECURITIES INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
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Exhibit A
List of States
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Illinois
Maryland
Michigan
Missouri
New Jersey
New York
Ohio
Pennsylvania
Texas
Xxxxxxxx
Xxxxxxxxxx (State)
