Exhibit 3
AGREEMENT
---------
This agreement ("Agreement") dated as of this 2oth day of March, 2002 is by
and between Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxx X. Xxxxxxxx ("Xxxxxxxx").
WHEREAS, Xxxxxxxx owns, directly or indirectly, 5,272 shares of BankUnited
Financial Corporation Class A Common Stock (the "Class A Stock"):
WHEREAS, Camner wishes to purchase the 5,272 shares of Class A Stock that
Xxxxxxxx presently owns, and Xxxxxxxx wishes to sell the 5,272 shares of Class A
Stock to Camner;
WHEREAS, Camner owns, directly or indirectly, more than 5,272 shares of
BankUnited Financial Corporation Class B Common Stock (the "Class B Stock");
NOW THEREFORE, it is agreed as follows:
1. Purchase and Sale; Purchase Price; Closing.
------------------------------------------
1.1 Purchase and Sale. Subject to the terms and conditions set forth
-----------------
herein, at the Closing (as defined below) Xxxxxxxx shall sell, assign, transfer
and deliver to Camner, and Camner shall purchase from Xxxxxxxx all of its right,
title and interest in and to the 5,272 shares of Class A Stock, (the "Shares"),
free and clear of all, liens, claims, charges, pledges, security interests or
other encumbrances of any nature whatsoever, excluding any applicable legends or
restrictions required by U.S. securities laws ("Liens").
1.2 Purchase Price. In consideration of the sale, assignment,
--------------
transfer and delivery of the Shares by Xxxxxxxx, Xxxxxx shall sell, assign,
transfer and deliver to Xxxxxxxx 5,272 shares of Class B Stock, free and clear
of all Liens.
1.3 The Closing. The consummation of the transactions contemplated
-----------
by Section 1 of this Agreement (the "Closing") shall take place simultaneously
with the execution of this Agreement at the offices of Camner, Xxxxxxx and
Poller, P.A., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxx, Xxxxxxx 00000, or at such other
time and place as the parties may mutually agree upon. At the Closing, Xxxxxxxx
shall effect the sale of the Class A Shares to Camner and Camner shall effect
the sale of 5,272 shares of Class B Stock to Xxxxxxxx. At the Closing, Xxxxxxxx
shall effect the sale of the Class A Shares, as herein provided, by delivery to
Camner of stock certificates representing the Class A Shares, duly endorsed in
blank for transfer and Camner shall effect the purchase of the Class A Shares as
herein provided, by delivery to Xxxxxxxx of stock certificates representing the
Class B Stock, duly endorsed in blank for transfer. In addition, at the Closing
the parties shall deliver to each other such other documents and instruments as
each party may reasonably request from the other party in order to consummate
the transactions contemplated herein.
Page 1 of 5
2. Restrictions on Transfer or Conversion of Class B Stock by Xxxxxxxx.
-------------------------------------------------------------------
2.1 Except as otherwise provided in this Agreement, Xxxxxxxx will not
sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of
in any way, including by conversion into Class A Stock, all or any part of any
interest in shares of Class B Stock hereafter owned or held by Xxxxxxxx as a
result of this Agreement, unless requested to do so by Camner by written notice
and any such sale, assignment, transfer, pledge, hypothecation or other
encumbrance or disposition or conversion (into Class A Stock) of Class B Stock
by Xxxxxxxx shall be null and void, and the Company shall notify the Transfer
Agent for its securities not to accept or recognize any transfer not in
accordance with this Agreement.
In addition, the certificates may bear such additional legends as
Camner may reasonably require to effect this Agreement, including, without
limitation, legends required by, or appropriate with respect to the rules and
regulation of, any federal, foreign or other securities authorities. After
endorsement, the certificates shall be returned Xxxxxxxx which shall, subject to
the terms of this Agreement, otherwise be entitled to exercise all right of
ownership of such securities. All certificates for securities that are subject
to this Agreement hereafter newly issued or transferred during the term of this
Agreement shall bear similar legends.
2.2 Restrictions in Books and Records. A copy of this Agreement
---------------------------------
shall be provided to the Company which shall maintain copies at its registered
and principal offices. The Company and its transfer agent and registrar shall
be instructed to restrict transfers of the securities covered hereby and any
interest therein to only those transfers expressly permitted hereunder, and not
to make any transfers of such securities or any interest therein in any manner
inconsistent herewith.
3. Miscellaneous.
-------------
3.1 Notices. Any notice, request or other communication required or
-------
permitted under this Agreement shall be in writing and shall be delivered
personally or sent by certified mail, return receipt requested, postage prepaid,
or sent by facsimile or prepaid overnight courier to the parties at the
addresses set forth below their names (or at such other addresses as shall be
specified by the parties by like notice).
If to Camner:
Xx. Xxxxxx Xxxxxx
BankUnited Financial Corporation
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
Page 2 of 5
If to Xxxxxxxx:
Xxx. Xxxx Xxxxxxxx
000 Xxxxxxxx Xxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
3.2 Further Assurances. The parties shall deliver any and all other
------------------
instruments or documents required to be delivered pursuant to, or necessary or
proper in order to give effect to, the provisions of this Agreement, including
without limitation, all necessary stock powers and such other instruments of
transfer as may be necessary or desirable to transfer ownership of the shares
and to consummate the transactions contemplated by this Agreement.
3.3 Entire Agreement. This Agreement contains every obligation and
----------------
understanding between the parties relating to the subject matter hereof and
supercedes all prior discussions, negotiations and agreements, if any, between
them, and none of the parties shall be bound by any representations, warranties,
covenants, or other understandings, other than as expressly provided or referred
to herein.
3.4 Assignment. This Agreement shall be binding upon and shall inure
----------
to the benefit of the parties hereto and their respective heirs, executors,
legal representatives, successors and permitted assigns. No party hereto may
assign this Agreement or any rights hereunder, in whole or in part, except that
Buyer may assign this Agreement to any of its Affiliates; provided, however,
that any assignee shall assume the assignor's obligations hereunder, and no such
assignment shall release the assigning party from its obligations hereunder
without the prior written consent of the other parties hereto.
3.5 Stock Split, Stock Dividend, Recapitalization. In the event that
---------------------------------------------
there is a change (or a record date has been established for a change) in the
number or kind of shares of Class A Stock or Class B Stock (together the "Common
Stock") issued and outstanding prior to the Closing, as a result of a stock
split, stock dividend, recapitalization, reclassification, reorganization or
similar transaction with respect to the outstanding Common Stock, then the
Common Stock to be purchased and sold by Camner and Xxxxxxxx and the prices for
same shall be similarly adjusted.
3.6 Waiver and Amendment. Any representation, warranty, covenant,
--------------------
term or condition of this Agreement which may legally be waived, may be waived,
or the time of performance thereof extended, at any time by the party hereto
entitled to the benefit thereof, and any term, condition or covenant hereof may
be amended by the parties hereto at any time. Any such waiver, extension or
amendment shall be evidenced by an instrument in writing executed on behalf of
the appropriate party. No waiver by any party hereto of its rights under any
provision of this Agreement shall constitute a waiver of such party's rights
under such provisions at any
Page 3 of 5
other time or a waiver of such party's rights under any other provision of this
Agreement. No failure by any party hereto to take any action against any breach
of this Agreement or default by another party shall constitute a waiver of the
former party's right to enforce any provision of this Agreement or to take
action against such breach or default or any subsequent breach or default by
such other party.
3.7 No Third Party Beneficiary. Nothing expressed or implied in this
--------------------------
Agreement is intended, or shall be construed, to confer upon or give any Person
other than the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.
3.8 Severability. In the event that any one or more of the
------------
provisions contained in this Agreement shall be declared invalid, void or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect, and such invalid, void or unenforceable provision shall
be interpreted as closely as possible to the manner in which it was written.
3.9 Expenses. All expenses (including, without limitation, legal
--------
fees and expenses, broker and finder fees, and fees and expenses of accountants)
incurred by each party in connection with the transactions contemplated hereby
will be borne by the party incurring such expense.
3.10 Headings. Article titles and headings to sections herein are
--------
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
3.11 Counterparts. This Agreement may be executed in two
------------
counterparts, both of which shall be deemed an original but both of which
together shall constitute one and the same instrument.
3.12 Injunctive Relief. The parties acknowledge and agree that the
-----------------
breach or threatened breach of a party's obligations hereunder may result in
irreparable damage to the nonbreaching party. Accordingly, the parties agree
that in the event of a breach or attempted breach of this Agreement, the
nonbreaching party shall be entitled to equitable relief including, without
limitation, a temporary restraining order, injunctive relief, specific
performance or other equitable remedies in addition to all other remedies
provided hereunder or available to the parties hereto at law or in equity.
3.13 Governing Law. This Agreement has been entered into and shall
-------------
be construed and enforced in accordance with the laws of the State of Florida
without reference to the choice of law principles thereof.
Page 4 of 5
IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxx
------------------------
XXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxxxx
------------------------
XXXX X. XXXXXXXX
Page 5 of 5
AGREEMENT
---------
This agreement ("Agreement") dated as of this 20th day of March, 2002 is by
and between Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxxx Trust B (the "Trust").
WHEREAS, the Trust owns, directly or indirectly, 6,012 shares of BankUnited
Financial Corporation Class A Common Stock (the "Class A Stock"):
WHEREAS, Camner wishes to purchase the 6,012 shares of Class A Stock that
the Trust presently owns, and the Trust wishes to sell the 6,012 shares of Class
A Stock to Camner;
WHEREAS, Camner owns, directly or indirectly, more than 6,012 shares of
BankUnited Financial Corporation Class B Common Stock (the "Class B Stock");
NOW THEREFORE, it is agreed as follows:
1. Purchase and Sale; Purchase Price; Closing.
------------------------------------------
1.1 Purchase and Sale. Subject to the terms and conditions set forth
-----------------
herein, at the Closing (as defined below) the Trust shall sell, assign, transfer
and deliver to Camner, and Camner shall purchase from the Trust all of its
right, title and interest in and to the 6,012 shares of Class A Stock, (the
"Shares"), free and clear of all, liens, claims, charges, pledges, security
interests or other encumbrances of any nature whatsoever, excluding any
applicable legends or restrictions required by U.S. securities laws ("Liens").
1.2 Purchase Price. In consideration of the sale, assignment,
--------------
transfer and delivery of the Shares by the Trust, Camner shall sell, assign,
transfer and deliver to the Trust 6,012 shares of Class B Stock, free and clear
of all Liens.
1.3 The Closing. The consummation of the transactions contemplated
-----------
by Section 1 of this Agreement (the "Closing") shall take place simultaneously
with the execution of this Agreement at the offices of Camner, Xxxxxxx and
Poller, P.A., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxx, Xxxxxxx 00000, or at such other
time and place as the parties may mutually agree upon. At the Closing, the Trust
shall effect the sale of the Class A Shares to Camner and Camner shall effect
the sale of 6,012 shares of Class B Stock to the Trust. At the Closing, the
Trust shall effect the sale of the Class A Shares, as herein provided, by
delivery to Camner of stock certificates representing the Class A Shares, duly
endorsed in blank for transfer and Camner shall effect the purchase of the Class
A Shares as herein provided, by delivery to the Trust of stock certificates
representing the Class B Stock, duly endorsed in blank for transfer. In
addition, at the Closing the parties shall deliver to each other such other
documents and instruments as each party may reasonably request from the other
party in order to consummate the transactions contemplated herein.
Page 1 of 5
2. Restrictions on Transfer or Conversion of Class B Stock by the Trust.
--------------------------------------------------------------------
2.1 Except as otherwise provided in this Agreement, the Trust will
not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or
dispose of in any way, including by conversion into Class A Stock, all or any
part of any interest in shares of Class B Stock hereafter owned or held by the
Trust as a result of this Agreement, unless requested to do so by Camner by
written notice and any such sale, assignment, transfer, pledge, hypothecation or
other encumbrance or disposition or conversion (into Class A Stock) of Class B
Stock by the Trust shall be null and void, and the Company shall notify the
Transfer Agent for its securities not to accept or recognize any transfer not in
accordance with this Agreement.
In addition, the certificates may bear such additional legends as
Camner may reasonably require to effect this Agreement, including, without
limitation, legends required by, or appropriate with respect to the rules and
regulation of, any federal, foreign or other securities authorities. After
endorsement, the certificates shall be returned the Trust which shall, subject
to the terms of this Agreement, otherwise be entitled to exercise all right of
ownership of such securities. All certificates for securities that are subject
to this Agreement hereafter newly issued or transferred during the term of this
Agreement shall bear similar legends.
2.2 Restrictions in Books and Records. A copy of this Agreement
---------------------------------
shall be provided to the Company which shall maintain copies at its registered
and principal offices. The Company and its transfer agent and registrar shall be
instructed to restrict transfers of the securities covered hereby and any
interest therein to only those transfers expressly permitted hereunder, and not
to make any transfers of such securities or any interest therein in any manner
inconsistent herewith.
3. Miscellaneous.
-------------
3.1 Notices. Any notice, request or other communication required or
-------
permitted under this Agreement shall be in writing and shall be delivered
personally or sent by certified mail, return receipt requested, postage prepaid,
or sent by facsimile or prepaid overnight courier to the parties at the
addresses set forth below their names (or at such other addresses as shall be
specified by the parties by like notice).
If to Camner:
Xx. Xxxxxx Xxxxxx
BankUnited Financial Corporation
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
If to the Trust:
Page 2 of 5
Trustee
000 Xxxxxxxx Xxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
3.2 Further Assurances. The parties shall deliver any and all other
------------------
instruments or documents required to be delivered pursuant to, or necessary or
proper in order to give effect to, the provisions of this Agreement, including
without limitation, all necessary stock powers and such other instruments of
transfer as may be necessary or desirable to transfer ownership of the shares
and to consummate the transactions contemplated by this Agreement.
3.3 Entire Agreement. This Agreement contains every obligation and
----------------
understanding between the parties relating to the subject matter hereof and
supercedes all prior discussions, negotiations and agreements, if any, between
them, and none of the parties shall be bound by any representations, warranties,
covenants, or other understandings, other than as expressly provided or referred
to herein.
3.4 Assignment. This Agreement shall be binding upon and shall inure
----------
to the benefit of the parties hereto and their respective heirs, executors,
legal representatives, successors and permitted assigns. No party hereto may
assign this Agreement or any rights hereunder, in whole or in part, except that
Buyer may assign this Agreement to any of its Affiliates; provided, however,
that any assignee shall assume the assignor's obligations hereunder, and no such
assignment shall release the assigning party from its obligations hereunder
without the prior written consent of the other parties hereto.
3.5 Stock Split, Stock Dividend, Recapitalization. In the event that
---------------------------------------------
there is a change (or a record date has been established for a change) in the
number or kind of shares of Class A Stock or Class B Stock (together the "Common
Stock") issued and outstanding prior to the Closing, as a result of a stock
split, stock dividend, recapitalization, reclassification, reorganization or
similar transaction with respect to the outstanding Common Stock, then the
Common Stock to be purchased and sold by Camner and the Trust and the prices for
same shall be similarly adjusted.
3.6 Waiver and Amendment. Any representation, warranty, covenant,
--------------------
term or condition of this Agreement which may legally be waived, may be waived,
or the time of performance thereof extended, at any time by the party hereto
entitled to the benefit thereof, and any term, condition or covenant hereof may
be amended by the parties hereto at any time. Any such waiver, extension or
amendment shall be evidenced by an instrument in writing executed on behalf of
the appropriate party. No waiver by any party hereto of its rights under any
provision of this Agreement shall constitute a waiver of such party's rights
under such provisions at any other time or a waiver of such party's rights under
any other provision of this Agreement. No
Page 3 of 5
failure by any party hereto to take any action against any breach of this
Agreement or default by another party shall constitute a waiver of the former
party's right to enforce any provision of this Agreement or to take action
against such breach or default or any subsequent breach or default by such other
party.
3.7 No Third Party Beneficiary. Nothing expressed or implied in this
--------------------------
Agreement is intended, or shall be construed, to confer upon or give any Person
other than the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.
3.8 Severability. In the event that any one or more of the
------------
provisions contained in this Agreement shall be declared invalid, void or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect, and such invalid, void or unenforceable provision shall
be interpreted as closely as possible to the manner in which it was written.
3.9 Expenses. All expenses (including, without limitation, legal
--------
fees and expenses, broker and finder fees, and fees and expenses of accountants)
incurred by each party in connection with the transactions contemplated hereby
will be borne by the party incurring such expense.
3.10 Headings. Article titles and headings to sections herein are
--------
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
3.11 Counterparts. This Agreement may be executed in two
------------
counterparts, both of which shall be deemed an original but both of which
together shall constitute one and the same instrument.
3.12 Injunctive Relief. The parties acknowledge and agree that
-----------------
the breach or threatened breach of a party's obligations hereunder may result in
irreparable damage to the nonbreaching party. Accordingly, the parties agree
that in the event of a breach or attempted breach of this Agreement, the
nonbreaching party shall be entitled to equitable relief including, without
limitation, a temporary restraining order, injunctive relief, specific
performance or other equitable remedies in addition to all other remedies
provided hereunder or available to the parties hereto at law or in equity.
3.13 Governing Law. This Agreement has been entered into and shall
-------------
be construed and enforced in accordance with the laws of the State of Florida
without reference to the choice of law principles thereof.
Page 4 of 5
IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
----------------------------------
TRUSTEE
Page 5 of 5
AGREEMENT
---------
This agreement ("Agreement") dated as of this 20th day of March, 2002 is by
and between Xxxxxx X. Xxxxxx ("Camner") and the Xxxxxx X. Xxxxxx Irrevocable
Trust f/b/o Descendants (the "Trust").
WHEREAS, the Trust owns, directly or indirectly, 16,352 shares of
BankUnited Financial Corporation Class A Common Stock (the "Class A Stock"):
WHEREAS, Camner wishes to purchase the 16,352 shares of Class A Stock that
the Trust presently owns, and the Trust wishes to sell the 16,352 shares of
Class A Stock to Camner;
WHEREAS, Camner owns, directly or indirectly, more than 16,352 shares of
BankUnited Financial Corporation Class B Common Stock (the "Class B Stock");
NOW THEREFORE, it is agreed as follows:
1. Purchase and Sale; Purchase Price; Closing.
------------------------------------------
1.1 Purchase and Sale. Subject to the terms and conditions set forth
-----------------
herein, at the Closing (as defined below) the Trust shall sell, assign, transfer
and deliver to Camner, and Camner shall purchase from the Trust all of its
right, title and interest in and to the 16,352 shares of Class A Stock, (the
"Shares"), free and clear of all, liens, claims, charges, pledges, security
interests or other encumbrances of any nature whatsoever, excluding any
applicable legends or restrictions required by U.S. securities laws ("Liens").
1.2 Purchase Price. In consideration of the sale, assignment,
--------------
transfer and delivery of the Shares by the Trust, Camner shall sell, assign,
transfer and deliver to the Trust 16,352 shares of Class B Stock, free and clear
of all Liens.
1.3 The Closing. The consummation of the transactions contemplated
-----------
by Section 1 of this Agreement (the "Closing") shall take place simultaneously
with the execution of this Agreement at the offices of Camner, Xxxxxxx and
Poller, P.A., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxx, Xxxxxxx 00000, or at such other
time and place as the parties may mutually agree upon. At the Closing, the
Trust shall effect the sale of the Class A Shares to Camner and Camner shall
effect the sale of 16,352 shares of Class B Stock to the Trust. At the Closing,
the Trust shall effect the sale of the Class A Shares, as herein provided, by
delivery to Camner of stock certificates representing the Class A Shares, duly
endorsed in blank for transfer and Camner shall effect the purchase of the Class
A Shares as herein provided, by delivery to the Trust of stock certificates
representing the Class B Stock, duly endorsed in blank for transfer. In
addition, at the Closing the parties shall deliver to each other such other
documents and instruments as each party may reasonably request from the other
party in order to consummate the transactions contemplated herein.
Page 1 of 5
2. Restrictions on Transfer or Conversion of Class B Stock by the Trust.
--------------------------------------------------------------------
2.1 Except as otherwise provided in this Agreement, the Trust will
not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or
dispose of in any way, including by conversion into Class A Stock, all or any
part of any interest in shares of Class B Stock hereafter owned or held by the
Trust as a result of this Agreement, unless requested to do so by Camner by
written notice and any such sale, assignment, transfer, pledge, hypothecation or
other encumbrance or disposition or conversion (into Class A Stock) of Class B
Stock by the Trust shall be null and void, and the Company shall notify the
Transfer Agent for its securities not to accept or recognize any transfer not in
accordance with this Agreement.
In addition, the certificates may bear such additional legends as Camner
may reasonably require to effect this Agreement, including, without limitation,
legends required by, or appropriate with respect to the rules and regulation of,
any federal, foreign or other securities authorities. After endorsement, the
certificates shall be returned the Trust which shall, subject to the terms of
this Agreement, otherwise be entitled to exercise all right of ownership of such
securities. All certificates for securities that are subject to this Agreement
hereafter newly issued or transferred during the term of this Agreement shall
bear similar legends.
2.2 Restrictions in Books and Records. A copy of this Agreement
---------------------------------
shall be provided to the Company which shall maintain copies at its registered
and principal offices. The Company and its transfer agent and registrar shall be
instructed to restrict transfers of the securities covered hereby and any
interest therein to only those transfers expressly permitted hereunder, and not
to make any transfers of such securities or any interest therein in any manner
inconsistent herewith.
3. Miscellaneous.
-------------
3.1 Notices. Any notice, request or other communication required or
-------
permitted under this Agreement shall be in writing and shall be delivered
personally or sent by certified mail, return receipt requested, postage prepaid,
or sent by facsimile or prepaid overnight courier to the parties at the
addresses set forth below their names (or at such other addresses as shall be
specified by the parties by like notice).
If to Camner:
Xx. Xxxxxx Xxxxxx
BankUnited Financial Corporation
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
If to the Trust:
Page 2 of 5
Xxxx X. Xxxxxx, Trustee
000 Xxxxxxxx Xxx
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
3.2 Further Assurances. The parties shall deliver any and all other
------------------
instruments or documents required to be delivered pursuant to, or necessary or
proper in order to give effect to, the provisions of this Agreement, including
without limitation, all necessary stock powers and such other instruments of
transfer as may be necessary or desirable to transfer ownership of the shares
and to consummate the transactions contemplated by this Agreement.
3.3 Entire Agreement. This Agreement contains every obligation and
----------------
understanding between the parties relating to the subject matter hereof and
supercedes all prior discussions, negotiations and agreements, if any, between
them, and none of the parties shall be bound by any representations, warranties,
covenants, or other understandings, other than as expressly provided or referred
to herein.
3.4 Assignment. This Agreement shall be binding upon and shall inure
----------
to the benefit of the parties hereto and their respective heirs, executors,
legal representatives, successors and permitted assigns. No party hereto may
assign this Agreement or any rights hereunder, in whole or in part, except that
Buyer may assign this Agreement to any of its Affiliates; provided, however,
that any assignee shall assume the assignor's obligations hereunder, and no such
assignment shall release the assigning party from its obligations hereunder
without the prior written consent of the other parties hereto.
3.5 Stock Split, Stock Dividend, Recapitalization. In the event that
---------------------------------------------
there is a change (or a record date has been established for a change) in the
number or kind of shares of Class A Stock or Class B Stock (together the "Common
Stock") issued and outstanding prior to the Closing, as a result of a stock
split, stock dividend, recapitalization, reclassification, reorganization or
similar transaction with respect to the outstanding Common Stock, then the
Common Stock to be purchased and sold by Camner and the Trust and the prices for
same shall be similarly adjusted.
3.6 Waiver and Amendment. Any representation, warranty, covenant,
--------------------
term or condition of this Agreement which may legally be waived, may be waived,
or the time of performance thereof extended, at any time by the party hereto
entitled to the benefit thereof, and any term, condition or covenant hereof may
be amended by the parties hereto at any time. Any such waiver, extension or
amendment shall be evidenced by an instrument in writing executed on behalf of
the appropriate party. No waiver by any party hereto of its rights under any
provision of this Agreement shall constitute a waiver of such party's rights
under such provisions at any other time or a waiver of such party's rights under
any other provision of this Agreement. No failure by any party hereto to take
any action against any breach of this Agreement or default by
Page 3 of 5
another party shall constitute a waiver of the former party's right to enforce
any provision of this Agreement or to take action against such breach or default
or any subsequent breach or default by such other party.
3.7 No Third Party Beneficiary. Nothing expressed or implied in
--------------------------
this Agreement is intended, or shall be construed, to confer upon or give any
Person other than the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.
3.8 Severability. In the event that any one or more of the
------------
provisions contained in this Agreement shall be declared invalid, void or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect, and such invalid, void or unenforceable provision shall
be interpreted as closely as possible to the manner in which it was written.
3.9 Expenses. All expenses (including, without limitation, legal
--------
fees and expenses, broker and finder fees, and fees and expenses of accountants)
incurred by each party in connection with the transactions contemplated hereby
will be borne by the party incurring such expense.
3.10 Headings. Article titles and headings to sections herein are
--------
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
3.11 Counterparts. This Agreement may be executed in two
------------
counterparts, both of which shall be deemed an original but both of which
together shall constitute one and the same instrument.
3.12 Injunctive Relief. The parties acknowledge and agree that the
-----------------
breach or threatened breach of a party's obligations hereunder may result in
irreparable damage to the nonbreaching party. Accordingly, the parties agree
that in the event of a breach or attempted breach of this Agreement, the
nonbreaching party shall be entitled to equitable relief including, without
limitation, a temporary restraining order, injunctive relief, specific
performance or other equitable remedies in addition to all other remedies
provided hereunder or available to the parties hereto at law or in equity.
3.13 Governing Law. This Agreement has been entered into and shall
-------------
be construed and enforced in accordance with the laws of the State of Florida
without reference to the choice of law principles thereof.
Page 4 of 5
IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxx
--------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
--------------------------
TRUSTEE
Page 5 of 5
