FIRST INTERNATIONAL BANCORP., INC.
PURCHASE AGREEMENT
AGREEMENT made and entered into this 1st day of November, 1999, by and
between Xxxxx X. Xxxxx, of West Hartford, Connecticut ("Seller"), and
Xxxxxxx X. Xxxxx, Trustee of The Xxxxxx X. Xxxxx Family Spray Trust
("Purchaser") and not individually or in any other capacity.
W I T N E S S E T H
WHEREAS, the Seller is the owner of 514,098 shares of First
International Bancorp., Inc. stock bearing certificate numbers as listed on
the attached Schedule I (the "Stock"); and
WHEREAS, the Seller desires to sell, and the Purchaser desires to
purchase, all of the Seller's right, title and interest in and to the
Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties agree as follows:
1. SALE. The Seller hereby sells to the Purchaser, and the
Purchaser hereby purchases from the Seller, all of the Seller's right,
title and interest in and to the Stock.
2. PURCHASE PRICE; METHOD OF PAYMENT. The total consideration to be
paid by the Purchaser to the Seller for the Stock is Four Million Two
Hundred Seventy-Two Thousand One Hundred Fifty-Four Dollars ($4,272,154),
payable at Closing (as defined in Section 7, below). Payment shall be made
by the Purchaser at Closing by execution and delivery of a secured term
promissory note in favor of the Seller for the entire consideration, which
such note shall be substantially in the form attached hereto as Exhibit A
(the "Note").
3. TRANSFER OF STOCK AND TENDER OF CONSIDERATION. At Closing, the
Seller shall execute and deliver a stock power for the Stock. The
Purchaser shall simultaneously tender the consideration to the Seller.
4. SECURITY. At Closing, the Purchaser shall deliver to the Seller
a Pledge Agreement, which agreement shall pledge the Stock owned by
Purchaser as security for Purchaser's obligations for payment of the
purchase price hereunder and all amounts due under the Note and
substantially in the form attached hereto as Exhibit B.
5. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents
and warrants to the Purchaser that the Seller is the owner, free and clear
of any and all liens and encumbrances of any kind or nature of the Stock
subject to the sale contemplated herein. The Seller is not a party to any
other commitment or agreement of any nature by which any individual or
entity now holds, or may hereafter hold, any right in or to the Stock, or
by which any restriction is placed on the ability of the Seller to transfer
the Stock.
6. REPRESENTATION AND WARRANTY OF THE PURCHASER. The Purchaser
represents and warrants to the Seller that it is purchasing the Stock for
investment purposes only and not with any intent of resale.
7. CLOSING. Closing of all matters in this Agreement shall occur on
November 1, 1999, at such place and time as may be mutually agreed to by
the parties hereto.
8. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut.
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts and/or by facsimile signatures, each of which shall be deemed
an original document, and together which shall be deemed one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first written above.
SELLER:
/s/ XXXXX X. XXXXX
XXXXX X. XXXXX
PURCHASER:
THE XXXXXX X. XXXXX FAMILY SPRAY TRUST
By:/s/ XXXXXXX X. XXXXX
XXXXXXX X. XXXXX, Trustee and not
individually or in any other capacity
SCHEDULE I
Share Certificates Transferred
1. 514,098 shares held in Xxxxx Xxxxx Account No. HA 07030
STOCK POWER
FOR VALUE RECEIVED I, Xxxxx Xxxxx, hereby sell, assign and transfer
unto Xxxxxxx X. Xxxxx, as Trustee of The Xxxxxx X. Xxxxx Family Spray
Trust, Five Hundred Fourteen Thousand Ninety-Eight (514,098) shares of the
common capital stock of First International Bancorp., Inc. standing in my
name on the books of said Corporation represented by Certificate(s) No(s).
______ herewith and held in Xxxxx Xxxxx Account No. HA07030, and do hereby
irrevocably constitute and appoint __________________________ as my
attorney-in-fact to transfer the said stock on the books of said
Corporation with full power of substitution in the premises.
Dated_________
/s/ XXXXX XXXXX
XXXXX XXXXX
