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EXHIBIT 99.(C)(2)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
Agreement made this 29th day of September, 1995, between First Altus
Bancorp, Inc., of Altus, Oklahoma ("Seller") and Ameribank Corporation, of
Shawnee, Oklahoma, ("Purchaser").
In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:
1. Seller agrees to sell to Purchaser who agrees to purchase 84,000
shares of the common capital stock of United Oklahoma Bankshares, Inc. (the
"Company"), fully paid, (the "Shares") for a purchase price equal to the higher
of (i) $.50 per share or (ii) in the event a tender is made for the common
shares held by public shareholders in the next twelve (12) months, the tender
price (the "Purchase Price").
2. This sale is not effective, and title to the stock shall not pass
from Seller to Purchaser until formal approval for such transfer has been
obtained from the Federal Reserve Board ("FRB").
3. The Purchase Price and the Shares shall be deposited in escrow
with First National Bank in Altus pursuant to a mutually acceptable Escrow
Agreement. The Purchase Price shall be delivered to Seller and the Shares
shall be delivered to Purchaser upon the Escrow Agent's receipt of FRB
approval. In the event such approval is not obtained on or before December 31,
1995, the Escrow Agent shall redeliver the Purchase Price to Purchaser and the
Shares to Seller.
4. Seller represents and warrants to Purchaser that the stock to be
transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.
5. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.
6. This Agreement shall be binding upon the parties hereto, their
successors and assigns.
7. This Agreement shall be governed by the laws of the State of
Oklahoma.
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IN WITNESS WHEREOF, the parties have executed this agreement on the date
first written above.
SELLER PURCHASER
FIRST ALTUS BANCORP, INC. AMERIBANK CORPORATION
BY: Xxxxxx XxXxxxx BY: D.Xxxxxx Xxxxxxxx
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ITS President ITS Vice President
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