Moishe Gubin Fort Lauderdale, Florida 33308 September 13, 2013
Exhibit 10.1
Xxxxxx Xxxxx
0000 X. Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
September 13, 2013
| 0000 X. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000 |
Mr. Xxxx Xxxxx 0000 X. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000 |
| Re: | Amended and Restated Stock Purchase Agreement dated as of March 22, 2013 between OptimumBank Holdings, Inc. and Xxxxxx Xxxxx (the “Purchase Agreement”) |
Gentlemen:
The purpose of this letter is to set forth the agreement between OptimumBank Holdings, Inc. (the “Company”), Xxxxxx Xxxxx (“Xx. Xxxxx”) and Xxxx Xxxxx (“Xx. Xxxxx”) with respect to: (i) the amendment of the Purchase Agreement to reflect the assignment of the right to purchase 83,333 shares of the Company’s common stock under the Purchase Agreement from Xx. Xxxxx to Xx. Xxxxx; and (ii) the agreement of Xx. Xxxxx to purchase the 83,333 shares promptly after the execution of this letter agreement. In particular, we have agreed as follows:
1. Definitions. Capitalized terms used in this letter agreement have the meanings assigned to them in the Purchase Agreement, unless otherwise defined in this letter.
2. Certain Acknowledgments. The parties hereby acknowledge the following:
(a) The Company and Xx. Xxxxx have entered into Purchase Agreement pursuant to which Xx. Xxxxx agreed to purchase 1,833,333 shares of Common Stock for the price of $1.20 per share.
(b) The purchase of Shares by Xx. Xxxxx pursuant to the terms of the Purchase Agreement has been delayed by the continuing processing the regulatory applications filed by Xx. Xxxxx with the applicable federal and state banking regulators with respect to the purchase.
(c) Xx. Xxxxx, who serves as a director of the Company, has agreed to purchase a portion of the shares under the Purchase Agreement in order to provide the Company with additional working capital.
OptimumBank Holdings, Inc., and
Mr. Xxxx Xxxxx
September 13, 2013
Page 2
3. Assignment of Purchase Rights.
(a) Xx. Xxxxx hereby assigns to Xx. Xxxxx the right to purchase 83,333 Shares under the terms of the Purchase Agreement. Xx. Xxxxx hereby assumes the obligation to purchase such Shares, and agrees to complete the purchase promptly after the date of this letter agreement. Additionally, Xx. Xxxxx hereby confirms that all of the representations and warranties specified in Section 6 of the Agreement, to the extent that such representations and warranties relate to Xx. Xxxxx’x purchase of the shares, are deemed to be made by Xx. Xxxxx to the Company. The Company hereby consents to the assignment.
(b) Xx. Xxxxx specifically acknowledges and agrees that:
(i) The Shares have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available.
(ii) He has no contract, understanding, agreement or arrangement with any person to sell or transfer or pledge to such person or anyone else any of the Shares for which he hereby subscribes (in whole or in part); and he has no present plans to enter into any such contract, undertaking, agreement or arrangement.
4. Ratification of Agreement. Except as amended by the terms of this letter, all of the terms and conditions of the Purchase Agreement are hereby ratified, confirmed and approved.
[Signature Page Follows]
OptimumBank Holdings, Inc., and
Mr. Xxxx Xxxxx
September 13, 2013
Page 3
If this letter accurately sets forth our agreement, please execute this letter in the space provided below and return a copy to the undersigned.
| Sincerely yours, |
| /s/ Xxxxxx Xxxxx |
Agreed and Accepted:
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, Chief Operating Officer
/s/ Xxxx Xxxxx
Xxxx Xxxxx
