AGREEMENT
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This Agreement (the "Agreement") is made as of April 17, 2002 by and
between Xxxxxx X. Xxxxxxx, 000 Xxxxxxxxxxxx Xxxx, Xxxxxx, XX 00000 ("Xxxxxxx"),
and Xxxxxx Xxxxxxx, 000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 ("Xxxxxxx").
1. On the terms and subject to the conditions set forth in this
Agreement, Xxxxxxx hereby sells, conveys and transfers to Xxxxxxx, and Xxxxxxx
hereby purchases and acquires from Xxxxxxx, One Hundred Forty Two Thousand Five
Hundred (142,500) shares of Common Stock of Bryn Mawr Bank Corporation (the
"Company"), par value $1.00 per share (the "Shares"), for an aggregate purchase
price of Five Million One Hundred Thirty Thousand Dollars ($5,130,000) (the
"Purchase Price").
2. Xxxxxxx shall pay the Purchase Price by wire transfer of immediately
available funds to the account of Xxxxxxx at Bryn Mawr Trust Company in
accordance with instructions provided by Xxxxxxx.
3. In connection with the purchase under this Agreement, Xxxxxxx
represents to Xxxxxxx as follows:
(a) Experience. Xxxxxxx is an accredited investor within the
meaning of Regulation D promulgated by the Securities and Exchange Commission,
and he is able to fend for himself in transactions such as this, has such
knowledge and experience in financial and business matters, is capable of
evaluating the merits and risks of his investment in the Company and has the
capacity to protect his own interests and the ability to bear the economic risks
of the investment.
(b) Investment. Xxxxxxx is acquiring the Shares for investment
for his own account, not as a nominee or agent, and not with the view to, or for
resale in connection with, any distribution of any part thereof. He understands
that the sale of the Shares pursuant to the Agreement has not been registered
under the Securities Act or applicable state and other securities laws by reason
of a specific exemption from the registration provisions of the Securities Act
and applicable state and other securities laws, the availability of which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of Xxxxxxx'x representations as expressed herein. Xxxxxxx
further represents that he does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to any
third person with respect to the Shares.
(c) Rule 144. Xxxxxxx acknowledges and understands that the
Shares constitute "restricted securities" and that he must bear the economic
risk of this investment for an indefinite period of time unless the Shares are
subsequently registered under the Securities Act and applicable state and other
securities laws or unless an exemption from such registration is available. He
understands that any transfer agent of the Company will be issued stop-transfer
instructions with respect to the Shares unless such transfer is subsequently
registered under the Securities Act and applicable state and other securities
laws or unless an exemption from such registration is available. Xxxxxxx
covenants that, in the absence of an effective registration
statement covering the Shares in question, Xxxxxxx will sell, transfer or
otherwise dispose of the Shares only in an manner consistent with Xxxxxxx'x
representations and covenants set forth herein.
(d) Brokers. Xxxxxxx has not retained any investment banker,
broker or finder in connection with the purchase of the Shares.
4. Xxxxxxx and Xxxxxxx agree to deliver such additional documents and
instruments as may be necessary or convenient to more fully vest title in the
Shares in Xxxxxxx.
5. This Agreement shall be governed as to validity, interpretation
and effect by the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year set forth above.
WITNESS:
Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx by Binney Wietlisbach
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Xxxxxx X. Xxxxxxx by Xxxxxx Xxxxxxxxxxx
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