FORM OF
FIRST AMENDMENT TO SALES AGENCY AGREEMENT
THIS FIRST AMENDMENT TO Sales Agency Agreement (hereinafter referred to
as the "Amendment"), made and entered into as of the ____ day of October, 1999,
by and between BANK STOCK FINANCIAL SERVICES, INC. ("Sales Agent") and CITRUS
FINANCIAL SERVICES, INC.
("Company").
WHEREAS, Sales Agent and Company entered into that certain Sales Agency
Agreement, dated as of June 9, 1999, pursuant to which Sales Agent agreed to
sell between 1,000,000 and 1,200,000 shares of the Company's common stock on a
best efforts basis (the "Agreement"); and
WHEREAS, the Agreement is scheduled to terminate on October 30, 1999
unless the parties mutually agree upon a later termination date; and
WHEREAS, the Company and the Sales Agent desire to reduce the minimum
number of shares required in the offering from 1,000,000 shares to 560,000
shares; and
WHEREAS, the parties desire to revise the commissions payable to the
Sales Agent;
WHEREAS, the parties desire to extend the term of the Agreement until
April 30, 2000;
WHEREAS, the Company has filed a post-effective amendment to both
extend the offering and reduce the minimum;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid, the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
1. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms herein contained shall have the meanings ascribed to them in
the Agreement.
2. Employment of Sales Agent and Delivery of Shares. Section 3(a) of
the Agreement is deleted in its entirety and replaced with the following
paragraph 3(a):
(a) The Sales Agent will act as exclusive agent for the Company on a
"best efforts" basis to sell for the account of the Company a minimum
of 560,000 Shares and a maximum of 1,200,000 Shares at a price of
$10.75 per Share, and the Sales Agent agrees to use it commercially
reasonable best efforts to effect such sales on the terms (including
the conditions) described in the Prospectus. However, the Sales Agent
makes no commitment to purchase all or any of the Shares. The Sales
Agent's engagement
hereunder will terminate on the earlier of (a) April 30, 2000 or such
later date as shall be mutually agreed upon by the Company and the
Sales Agent; (b) the sale of all of the Shares; or (c) termination of
the Sales Agent's engagement by the Company in accordance with the
provisions of Section 10 hereof. The period from the date the
post-effective amendment is declared effective by the SEC to the
termination of the Sales Agent's engagement shall be referred to as the
"Offering Period."
3. Employment of Sales Agent and Delivery of Shares. Section 3(b) of
the Agreement is deleted in its entirety and replaced with the following
paragraph 3(b):
(b) As compensation for its efforts, and subject to the release to the
Company of subscription proceeds for the Shares by the Escrow Agent (as
defined in Section 3(c)), the Sales Agent shall be paid by the Company
a commission of 7.0% of the proceeds of the Shares sold, except that
(i) the Sales Agent shall receive no commission for Shares sold to
existing directors of the Company or the Bank or sold to existing
shareholders of the Company who purchase their pro-rata portion in the
Offering; and (ii) the Sales Agent shall be paid by the Company a
commission of 2.5% of the aggregate price of Shares purchased by
certain individuals designated "friends of the Board" to a maximum of
$4,000,000 (the Company will provide the Sales Agent a list designating
the "friends of the Board," which will include existing shareholders of
the Company who purchase more than their pro-rata portion in the
Offering and proposed directors for the Miami and Sebring de novo
banks). The Company agrees that existing directors of the Company will
not sell Shares for a period of not less than 24 months from the date
of the Offering. Regardless of whether the offering is consummated, the
Company will also reimburse the Sales Agent, upon request, for its
out-of-pocket expenses incurred in connection with its engagement
hereunder, including, without limitation, legal fees, advertising,
promotion, syndication, and travel expenses. The Sales Agent shall
document such expenses to the reasonable satisfaction of the Company.
The underwriter's legal fees will not exceed $30,000 for legal counsel
work and the underwriter's out-of-pocket expenses will not exceed
$40,000. Legal work by the underwriter's counsel for blue sky and NASD
filings will not exceed $35,000.
4. Miscellaneous.
(a) Ratification of Agreement. Sales Agent and Company hereby ratify
and confirm all of the terms and conditions of the Agreement, as amended hereby,
and as modified, amended or supplemented by this Amendment, and all of the terms
and provisions of the Agreement shall remain in full force and effect.
(b) Binding Effect. The terms of this Amendment shall be binding upon
Sales Agent and Company and their respective successors and assigns.
(c) Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original, and all of which, when
taken together, shall constitute but one and the same instrument.
(d) Facsimiles. Each party shall be authorized to accept, and may rely
upon, a facsimile transmission of this Amendment executed by the other party and
such document shall be binding upon the executing party.
IN WITNESS WHEREOF, Sales Agent and Company have caused this First
Amendment to Sales Agency Agreement to be executed by their respective duly
authorized representatives as of the day and year first above written.
COMPANY:
CITRUS FINANCIAL SERVICES, INC
By:
Xxxx X. Xxx, Xx., President and CEO
SALES AGENT:
BANK STOC FINANCIAL SERVICES, INC.
By:
Xxxxxxx X. Xxxxxxxxxx
Vice President
