EXHIBIT 4.3
COAST FINANCIAL HOLDINGS, INC.
SECURITIES CONVERSION AGREEMENT
SECURITIES CONVERSION AGREEMENT (this "Agreement"), dated as of October
20, 2003, is entered into by and between COAST FINANCIAL HOLDINGS, INC., a
Florida corporation (the "Company"), and the preferred stockholders of the
Company listed on Schedule 1 hereto (the "Holders").
WHEREAS, the Holders, collectively, are the beneficial owners of all of
the issued and outstanding shares of 7% Series A Non-Cumulative Convertible
Perpetual Preferred Stock of the Company (the "Series A Preferred Stock");
WHEREAS, the Series A Preferred Stock is convertible at any time into
shares of the Company's common stock, $5.00 par value per share (the "Common
Shares") at the conversion ratio provided in the Articles of Incorporation of
the Company ("Conversion Rights");
WHEREAS, pursuant to the provisions of the Securities Act of 1933 (the
"Securities Act"), the Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form SB-2
("Registration Statement") to register Common Shares for sale pursuant to a firm
commitment underwriter initial public offering ("IPO"); and
WHEREAS, the Company desires that the Holders exercise their Conversion
Rights with respect to all of the issued and outstanding shares of Series A
Preferred Stock in connection with, and concurrently with, the closing of the
IPO and the Holders desire to exercise such Conversion Rights upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
premises, covenants and agreements contained in this Agreement and other
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. CONVERSION OF SERIES A PREFERRED STOCK.
1.1 CONVERSION OF SERIES A PREFERRED STOCK. Subject to
the terms and conditions of this Agreement, each Holder of the Series A
Preferred Stock agrees to exercise their respective Conversion Rights and
convert all of the issued and outstanding shares of Series A Preferred Stock
into 545,000 Common Shares. The number of shares of Preferred Stock being
converted by each Holder is set forth next to such Holder's name on Schedule 1
(the "Holder's Preferred Stock"), and each Holder shall receive the number of
Common Shares set forth beside such Holder's name on Schedule 1 attached hereto.
1.2 PAYMENT OF THE CONVERSION PRICE. Upon satisfaction of
the conditions set forth in Sections 4 and 5 of this Agreement, at the Closing
and concurrently with the conversion of the Series A Preferred Stock, the
Company shall pay to the Holders, collectively, an aggregate of $770,125
("Conversion Payment") by wire transfer of immediately available funds to an
account selected by the Holders and communicated to the Company in writing at
least 24 hours prior to Closing.
1.3 TIME AND PLACE OF CLOSING. The Closing of the
transactions contemplated by this Agreement shall take place at the offices of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A., One Harbour Place, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇, or such other place as the Company and the Holders may mutually
agree, concurrently with the closing of the IPO.
1.4 DELIVERIES AND ACTIONS AT CLOSING. At the Closing,
the following actions shall be taken and will be deemed to have been taken
concurrently at the consummation of the transactions contemplated hereby:
(a) Each Holder shall exercise its Conversion
Rights with respect to all Series A Preferred Stock held by such Holder by
delivering to the Company a duly authorized and executed Notice to Convert
Series A Preferred Stock in the form set forth as Exhibit A to this Agreement
("Conversion Notice"). The Conversion Notices delivered by the Holders, in the
aggregate, shall encompass all of the issued and outstanding shares of Series A
Preferred Stock.
(b) Each Holder shall transfer and deliver to
the Company, a certificate or certificates representing all of the Holder's
Preferred Stock held by such Holder, duly endorsed or accompanied by stock
powers duly executed in blank by such Holder, free and clear of all Liens (as
defined in Section 2.3 of this Agreement) ("Holder's Stock Certificate").
(c) The Company shall issue to each Holder a
certificate representing the number of Conversion Shares set forth beside each
Holder's name on Schedule 1 attached hereto ("Common Share Certificate").
(d) The Company shall pay the Conversion Payment
in the manner set forth in Section 1.2 of this Agreement.
2. REPRESENTATIONS OF THE COMPANY. The Company represents and
warrants to the Holders as follows:
2.1 ORGANIZATION AND STANDING. The Company is a
corporation duly incorporated, validly existing and in active status under the
law of the State of Florida and has full corporate power and authority to own
and lease its properties, to carry on its business as presently conducted.
2.2 DUE AUTHORIZATION. The Company has the requisite
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and consummate the transactions contemplated hereby.
The execution, delivery, and performance of this Agreement by the Company and
the consummation by the Company of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the Company and
(assuming due authorization, execution, and delivery by Holders) constitutes a
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, (except in all cases to the extent that (i) such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting generally
the enforcement of creditors' rights and remedies generally, and (ii) the
availability of the equitable remedy of specific performance and injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought).
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2.3 ISSUANCE OF CONVERSION SHARES. The issuance and
delivery of the Conversion Shares upon exercise of the Conversion Rights have
been duly authorized and reserved for issuance by all necessary corporate action
on the part of the Company and the Conversion Shares, when issued and delivered
upon the conversion of the Series A Preferred Stock in accordance with their
terms, will be duly and validly issued, fully paid, and nonassessable, and shall
be free and clear of any liens, encumbrances, security interests, charges, or
restrictions ("Liens").
2.4 REGISTRATION STATEMENT. The Company has delivered to
Holders a complete and accurate copy of the Registration Statement (excluding
copies of exhibits thereto) filed with the Securities and Exchange Commission
prior to the date of this Agreement, and will provide to Holders all amendments
or supplements to the Registration Statement filed with the Commission prior to
the Closing (the Registration Statement, as amended or supplemented as of the
date of Closing, the "Final Registration Statement").
2.5 NO VIOLATION. Neither the execution and delivery by
the Company of this Agreement, nor the performance by the Company of the
transactions contemplated hereby will: (i) conflict with or result in a
violation of any provision of the Articles of Incorporation or Bylaws of the
Company, (ii) conflict with, result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default or event of
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice, consent or
waiver under, any material contract, lease, sublease, license, sublicense,
franchise, permit, indenture, agreement or mortgage, instrument of indebtedness,
pledge or other arrangement to which the Company or any of its subsidiaries is a
party or by which any of their assets are bound or to which their assets are
subject, (iii) result in the creation or imposition of any Lien upon any assets
of the Company or any subsidiary, or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Company, any of its
subsidiaries, or any of their respective properties or assets.
2.6 CONSENTS. No consent, approval, order, authorization
of, or registration, qualification, designation, declaration, or filing with,
any court, arbitration tribunal, administrative agency, commission, or other
governmental authority or instrumentality (each hereafter referred to as a
"Governmental Entity") is required to be made or obtained by the Company or any
of its subsidiaries in connection with the execution and delivery by the Company
of this Agreement or the issuance, and delivery of the Conversion Shares as
contemplated by this Agreement, except those that are required or permitted to
be filed following the issuance of the Conversion Shares.
2.7 NO LITIGATION. There are no claims, actions, suits,
proceedings, or governmental investigations pending or, to the knowledge of the
Company, threatened to be brought against the Company or any of the Holders or
their respective business, properties, or assets before any Governmental Entity
which (a) challenges or seeks to challenge the consummation of the transactions
contemplated by this Agreement, or (b) would materially impede, delay, or impair
the consummation of the transactions contemplated by this Agreement.
3. REPRESENTATIONS OF THE HOLDERS. Each Holder represents and
warrants to the Company as follows:
3.1 ORGANIZATION AND STANDING. Such Holder (a) if a corporation,
partnership, trust, or other entity ("Entity"), has been duly formed or
incorporated and is validly existing, and in good standing under the laws of the
jurisdiction under which it was organized or incorporated, as the
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case may be, and has full power and authority (corporate or otherwise) to own
and lease its properties, to carry on its business as presently conducted, or
(b) if an individual, is at least 21 years of age and has full capacity to enter
into this Agreement.
3.2 DUE AUTHORITY. Such Holder has full power and authority
(corporate or otherwise) to execute and deliver this Agreement, to perform its
obligations hereunder and consummate the transactions contemplated hereby. The
execution, delivery, and performance of this Agreement by such Holder and the
consummation by such Holder of the transactions contemplated hereby, have been
duly authorized by all necessary action on the part of such Holder (corporate or
otherwise). This Agreement has been duly executed and delivered by such Holder
and (assuming due authorization, execution, and delivery by the Company)
constitutes a valid and binding obligation of such Holder, enforceable against
such Holder in accordance with its terms, (except in all cases to the extent
that (i) such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
generally the enforcement of creditors' rights and remedies generally, and (ii)
the availability of the equitable remedy of specific performance and injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought.
3.3 OWNERSHIP OF SERIES A PREFERRED STOCK.
(a) Such Holder is the sole owner and beneficial
holder of all of such Holder's Preferred Stock and none of such Holder's
Preferred Stock is subject to any Liens. Such Holder's Preferred Stock
constitutes all of the Series A Preferred Stock beneficially owned, directly or
indirectly, by such Holder. Except for the Holder's Preferred Stock, such Holder
does not own, directly or indirectly, nor does such Holder have the right to
acquire, any additional shares of Series A Preferred Stock.
(b) Such Holder has not entered into any
agreement, contract, plan, arrangement, commitment, or understanding with any
person other than the Company with respect to (a) any sale, transfer,
assignment, pledge, or other disposition, in whole or in part, of any of the
Holder's Preferred Stock or (b) any acquisition of the Holder's Preferred Stock,
or any options, warrants, scrip, rights to subscribe to or acquire, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, any Holder's Preferred Stock.
3.4 NO VIOLATION. Neither the execution and delivery by
such Holder of this Agreement, nor the performance by such Holder of the
transactions contemplated hereby will: (a) if an Entity, conflict with or result
in a violation of any provision of the articles of incorporation or bylaws or
other applicable organizational or corporate governance documents of such
Holder, (b) conflict with, result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default or event of
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice, consent or
waiver under, any material contract, lease, sublease, license, sublicense,
franchise, permit, indenture, agreement or mortgage, instrument of indebtedness,
pledge or other arrangement to which such Holder or, if an Entity, any of its
subsidiaries or affiliates is a party or by which any of their assets are bound
or to which their assets are subject, (c) result in the creation or imposition
of any Lien upon any assets of such Holder or, if an Entity, any of its
subsidiaries or affiliates, or (d) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to such Holder or, if an Entity, any of
its subsidiaries or affiliates, or any of their respective properties or assets.
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3.5 CONSENTS. No consent, approval, order, authorization
of, or registration, qualification, designation, declaration, or filing with,
any Governmental Entity is required to be made or obtained by such Holder or, if
an Entity, any of its subsidiaries or affiliates in connection with the
execution and delivery by such Holder of this Agreement or the issuance, and
delivery of the Conversion Shares as contemplated by this Agreement or the
consummation of the transactions contemplated hereby.
3.6 INVESTMENT. Such Holder has received and carefully
reviewed the Registration Statement, and will review the Final Registration
Statement prior to the Closing, each in their entirety. Each Holder hereby
acknowledges that it has not been furnished with any oral or written information
concerning the Company, the IPO, or the conversion of the Series A Preferred
Stock, other than the Registration Statement, the Final Registration Statement,
and this Agreement and such Holder has relied solely on the foregoing in
connection with its decision to exercise its Conversion Rights. Such Holder
represents that it has sufficient knowledge and experience in finance and
business that it is capable of evaluating the risks and merits of an investment
in the Common Shares and the Holder is able financially to bear the risks
thereof. The Holder has been represented by counsel and other advisors of its
choosing.
3.7 NO LITIGATION. There are no claims, actions, suits,
proceedings, or governmental investigations pending or, to the knowledge of such
Holder, threatened to be brought against the Company or any of the Holders or
their respective business, properties, or assets before any Governmental Entity
which (a) challenges or seeks to challenge the consummation of the transactions
contemplated by this Agreement, or (b) would materially impede, delay, or impair
the consummation of the transactions contemplated by this Agreement.
3.8 TAX CONSEQUENCES. Each Holder acknowledges such
Holder is aware that the Company does not have any current or accumulated
earnings or profits, nor does it have any retained earnings and, as a result,
the Conversion Payment made to such Holder upon exercise of their Conversion
Rights will likely constitute a return of capital for federal income tax
purposes and that their federal income tax basis in the Conversion Shares will
need to be reduced to reflect the characterization of such payment. Each Holder
further acknowledges that the Company is not providing such Holder with any tax
advice or guidance with respect to the transactions contemplated by this
Agreement and that each such Holder bears the responsibility of seeking tax
advice from their own financial advisors.
4. CONDITIONS TO THE OBLIGATIONS OF THE HOLDERS AT THE CLOSING.
The obligation of the Holders to exercise their Conversion Rights at the Closing
is subject to the fulfillment, or the waiver by all of the Holders, of each of
the following conditions on or before the Closing.
4.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of
the representations and warranties of the Company contained in Section 2 of this
Agreement shall be true and correct in all material respects on the date of this
Agreement and on and as of the Closing.
4.2 PERFORMANCE. The Company shall have performed and
complied in all material respects with all covenants, agreements and conditions
contained in this Agreement required to be performed or complied with by the
Company prior to or at the Closing.
4.3 NO LITIGATION. There shall be no action, suit,
investigation or proceeding pending, or to the knowledge of any Holder or the
Company threatened, which seeks to restrain, enjoin or prevent the consummation
of the transactions contemplated by this Agreement or which challenges the
validity of, or seeks to recover damages or to obtain other relief in connection
with the transactions contemplated by this Agreement.
4.4 DELIVERY OF COMMON STOCK CERTIFICATES AND CONVERSION
PAYMENT. The Conversion Payment and the Common Share Certificates to be issued
to the Holders shall have been delivered by the Company at the Closing in
accordance with Section 1.4 of this Agreement.
5. CONDITION TO THE OBLIGATIONS OF THE COMPANY. The obligations
of the Company to pay the Conversion Payment and deliver the Conversion Shares
to the Holders at the Closing are
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subject to fulfillment, or the waiver, of the following condition on or before
the Closing, of each of the following conditions:
5.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Holders contained in Section 3 shall be
true in all material respects on and as of the Closing with the same effect as
though such representations and warranties had been made on and as of that date.
5.2 PERFORMANCE. Each Holder shall have performed and
complied, in all material respects, with all covenants, agreements and
conditions contained herein required to be performed or complied with by such
Holder prior to or at the Closing, including the delivery of Conversion Notice
and the certificates representing the shares of Series A Preferred Stock subject
to such Conversion Notice.
5.3 NO LITIGATION. There shall be no action, suit,
investigation or proceeding pending, or to the knowledge of the Holder or the
Company threatened, which seeks to restrain, enjoin or prevent the consummation
of the transactions contemplated by this Agreement or which challenges the
validity of, or seeks to recover damages or to obtain other relief in connection
with the transactions contemplated by this Agreement.
5.4 TRANSACTION DOCUMENTS. The Conversion Notice and the
Holder's Stock Certificate shall have been executed and delivered to the Company
at the Closing in accordance with Section 1.4 of this Agreement.
6. PUBLICITY. Without the prior written consent of the Company,
which may be withheld or delayed for any reason whatsoever, Holders shall not
have the right to disclose the consummation of the transactions contemplated by
this Agreement, unless required by law (provided in each such case that the
Holder has cooperated with the Company to take all legal steps necessary to
avoid the necessity of such disclosure).
7. MISCELLANEOUS
7.1 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties to this Agreement or
their respective successors and permitted assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
7.2 BROKERS. The Company and each Holder (a) represent
and warrant to the other party hereto that he or it has not retained, employed,
or is subject to the valid claim of, any broker, finder, consultant or other
intermediary in connection with the transactions contemplated by this Agreement
who might be entitled to a fee or commission from the Company or any Holder in
connection with such transactions based upon arrangements made by or on behalf
of the Company or such Holder, as the case may be, and (b) each agree that they
will indemnify and save the other party harmless from and against any and all
claims, liabilities or obligations with respect to brokerage or finders' fees or
commissions, or consulting fees in connection with the transactions contemplated
by this Agreement asserted by any person on the basis of any statement or
representation alleged to have been made by such indemnifying party.
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7.3 EXPENSES AND FEES.
(a) Except as specifically provided in Section
7.3(b) of this Agreement, each party to this Agreement shall be responsible for
the payment of all expenses incurred by them in connection with this Agreement
and the transactions contemplated hereby.
(b) In the event that any suit or action is
instituted to enforce any provision of this Agreement, the prevailing party in
such suit or action shall be entitled to recover from the losing party, all
fees, costs, and expenses of enforcing any right of such prevailing party under
or with respect to this Agreement, including, without limitation, such
reasonable fees and expenses of attorneys and accountants and all reasonable
fees, costs, and expenses of appeals.
7.4 SEVERABILITY. In the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of a provision contained in this Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement; but this Agreement shall be reformed and construed
as if such invalid or illegal or unenforceable provision, or part of a
provision, had never been contained herein, and such provisions or part reformed
so that it would be valid, legal and enforceable to the maximum extent possible.
Notwithstanding the above, if a provision hereto is held invalid and as a result
it shall substantially impair the benefits of the remaining provisions hereto,
the parties agree to re-negotiate, in good faith, such provision or provisions.
7.5 SPECIFIC PERFORMANCE. In addition to any and all
other remedies that may be available at law in the event of any breach of this
Agreement, the Company shall be entitled to specific performance of the
agreements and obligations of the Holders hereunder and to such other injunctive
or other equitable relief as may be granted by a court of competent
jurisdiction.
7.6 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Florida
(without reference to the conflicts of law provisions thereon).
7.7 NOTICE. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be deemed
delivered (i) two business days after, being sent by registered or certified
mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery, in each case to the intended recipient as set forth
below:
If to the Company: Coast Financial Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
and CEO
With a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A.
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▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Holders: At the address set forth on the Company's
books and records
Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, or first class mail), but no
such notice, request, consent or other communication shall be deemed to have
been duly given unless and until it is actually received by the party for whom
it is intended. Any party may change the address to which notices, requests,
consents or other communications hereunder are to be delivered by giving the
other parties notice in the manner set forth in this Section 7.7.
7.8 COMPLETE AGREEMENT. This Agreement, together with the
Schedules and Exhibits, represent the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.
7.9 AMENDMENTS AND WAIVERS. This Agreement may be
amended, modified or terminated and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and all of the Holders. No waivers of or exceptions to any term, condition or
provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.
7.10 PRONOUNS. Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.
7.11 SECTION HEADINGS. The section headings are for the
convenience of the parties and in no way alter, modify, amend, limit, or
restrict the contractual obligations of the parties.
7.12 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, and all of which shall constitute one and the same document. This
Agreement may be executed by facsimile signatures.
7.13 FURTHER ASSURANCES. From and after the date of this
Agreement, upon the request of the Holders or the Company, the Company and the
Holders shall execute and deliver such instruments, documents and other writings
as may be reasonably necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON NEXT PAGE.]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as of the date first written above.
COMPANY:
COAST FINANCIAL HOLDINGS, INC.
a Florida corporation
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HOLDER:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Birrenkoff
By: /s/ ▇▇▇▇▇▇ Birrenkoff
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▇▇▇▇▇▇ Birrenkoff
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Revocable Living Trust, U/D/T 3/28/95
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Fleet National Bank,
Trustee for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, RIRA
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▇▇▇▇▇▇▇▇ Family Interests Limited Partnership
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▇▇▇ ▇. ▇▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ under the Maryland Uniform Gift to
Minors Act
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
First Carolina Investors, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇, Chairman
▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Hibernia Worldwide, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Investment Manager
United Trust A/C/F the Self-Directed
▇▇▇ of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
11
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Lencap Investments, LLC
By: /s/ ▇▇▇▇▇▇ Lender
-----------------------------------
▇▇▇▇▇▇ Lender, Manager
▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Co-Executor of Estate
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇
PRB Investors, LP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Principal
Prudential Securities, Incorporated
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Rainbow Partners LP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Chairman
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee Under the
▇▇▇▇▇▇ Trust Dated March 27, 2000
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
13
▇▇▇▇▇ Investment Partners, LP
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇, General Partner
▇▇▇▇▇▇▇▇▇ Investments Partner, LP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., General Partner
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Custodian FBO
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ R/O UAD 2-26-02
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
WIT Ventures, LTD
By: /s/ W. A. ▇▇▇▇▇▇, President
--------------------------------------------
Authorized Signer
Signature page(s) to Securities Conversion Agreement
14
SCHEDULE 1
SERIES A PREFERRED STOCKHOLDERS
NUMBER OF SERIES A PREFERRED NUMBER OF COMMON SHARES TO BE
HOLDER SHARES BEING CONVERTED RECEIVED UPON CONVERSION
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ 5,000 5,000
▇▇▇ ▇. ▇▇▇▇▇▇ 5,000 5,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,500 2,500
▇▇▇▇▇▇ Birrenkoff 2,500 2,500
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, TTEE of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Rev. Living Trust 5,000 5,000
Fleet National Bank, Trustee for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, RIRA 5,000 5,000
▇▇▇▇▇▇▇▇ Family Interests Limited Partnership 5,000 5,000
R. ▇▇▇▇▇ ▇▇▇▇▇▇ 5,000 5,000
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,750 6,750
▇▇▇ ▇. ▇▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 750 750
under the Maryland UGTMA
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2,500 2,500
First ▇▇▇▇▇▇▇▇ Investors, Inc. 100,000 100,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,500 2,500
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 10,000 10,000
SCHEDULE 1
SERIES A PREFERRED STOCKHOLDERS
(PAGE 2)
Hibernia Worldwide, Inc. 10,000 10,000
United Trust A/C/F the Self-Directed ▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,500 2,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10,000 10,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5,000 5,000
Lencap Investments, LLC 10,000 10,000
▇▇▇▇ ▇▇▇▇▇▇ 5,000 5,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 5,000 5,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Co-Executor of the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 25,000 25,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 10,000 10,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 10,000 10,000
▇▇▇▇▇ ▇▇▇▇▇ 10,000 10,000
PRB Investors, LP 23,000 23,000
Prudential Securities, Inc. 100,000 100,000
Rainbow Partners LP 105,500 105,500
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee Under the ▇▇▇▇▇▇ Trust Dated 3-27-00 5,000 5,000
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 2,500 2,500
SCHEDULE 1
SERIES A PREFERRED STOCKHOLDERS
(PAGE 3)
▇▇▇▇▇ Investment Partners, LP 15,000 15,000
▇▇▇▇▇▇▇▇▇ Investments Partner, LP 7,000 7,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Custodian FBO 9,700 9,700
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇/▇/▇ ▇-▇▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 5,000 5,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 10,000 10,000
WIT Ventures, LTD 2,300 2,300
[FORM OF NOTICE OF CONVERSION]
To: Coast Financial Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
The undersigned hereby irrevocably elects to convert all and not less
than all of the shares of 7% Series A Non-Cumulative Convertible Perpetual
Preferred Stock (the "Series A Preferred Stock") of Coast Financial Holdings,
Inc. (the "Company") beneficially owned by the undersigned as of the date
hereof, represented by the stock certificate or certificates accompanying this
Notice of Conversion, into common shares of the Company, par value $5.00 per
share, pursuant to the provisions of the Series A Preferred Stock at the
exchange rate of one Common Share for each share of Series A Preferred Stock so
converted hereby and as set forth below:
NUMBER OF SERIES A PREFERRED NUMBER OF COMMON SHARES TO BE
STOCK BEING CONVERTED RECEIVED UPON CONVERSION
---------------------------- -----------------------------
In connection with the conversion of the shares of Series A Preferred
Stock hereby, the undersigned requests that the certificates for such shares be
issued in the name of:
Name:
---------------------------
Address:
---------------------------
---------------------------
Taxpayer ID/Social Security No.:
---------------------------
Dated: , 2003
------------------
Printed Name:
---------------------------
Signature:
---------------------------
Address:
---------------------------
(Signature must conform in all respects to the name of holder as specified on
the face of the certificate representing the Series A Preferred Stock being
converted into Common Shares hereby.)
