STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (herein, "Agreement") is
executed to be effective as of this 31st day of December, 2002 by and between
BANKERS SECURITY INSURANCE COMPANY, a Florida company (herein, "Seller") and
BANKERS INSURANCE GROUP, INC., a Florida corporation (herein, "Buyer").
R E C I T A L S :
WHEREAS, Seller is the owner and holder of in excess of four-million
(4,000,000) shares of the common capital stock, $.01 par value of Insurance
Management Solutions Group, Inc. (herein, "IMSG"); and
WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase
from Seller four-million (4,000,000) shares of the common capital stock, $.01
par value of IMSG (herein, "IMSG-Stock").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto do covenant and agree as
follows:
SECTION 1. INTRODUCTIONS AND DEFINITIONS.
a) Recitals. The statements contained in the recitals of fact set
forth above (the "Recitals") are true and correct, and the
Recitals are by this reference made a part of this Agreement.
b) Exhibits. All exhibits attached hereto are incorporated herein
by reference and made a part of this Agreement as if fully
rewritten or reproduced herein.
SECTION 2. SALE OF STOCK. Seller hereby agrees to sell to Buyer and Buyer
agrees to purchase from Seller a total of four-million (4,000,000)
shares of the common capital stock, $.01 par value of IMSG, a Florida
corporation, the certificate as more particularly described in Exhibit
"A" attached hereto and by this reference made a part hereof.
SECTION 3. PURCHASE PRICE. As total consideration for the purchase of the
IMSG-Stock, Buyer shall pay to Seller the purchase price of two and
85/100 ($2.85) dollars per share, for a total aggregate purchase price
of eleven-million-four-hundred-thousand and no/100 ($11,400,000.00)
U.S. dollars payable in the time and amounts as set forth in Section 4
herein.
SECTION 4. TERMS OF PAYMENT.
a) Payment. As soon as reasonably practicable, Buyer shall deliver
to Seller the sum of eleven-million-four-hundred-thousand and
no/100 ($11,400,000.00) U.S. dollars.
b) Shares and Certificates. On or before January 14, 2003, Seller
shall prepare and provide to Buyer a certificate containing
four-million and no/100 (4,000,000) shares of the IMSG-Stock to
Buyer.
c) Delivery. Upon the date and payment of the consideration as set
forth in Section 4(a) herein and the number of shares as set
forth in Section 4(b) herein, the delivery of the IMSG-Stock
shall take place simultaneously upon the payment hereof.
d) Method of Payment. All payments under this Section 4 shall be
made:
(i) in the form of a certified or bank cashier's check payable
to the order of the recipient, or
(ii) at the recipient's option, by wire transfer of immediately
available funds, provided proper wiring instructions have
been provided by the recipient to Buyer not less than
forty-eight (48) hours prior to the time for payment
specified herein .
SECTION 5. REPRESENTATIONS AND WARRANTIES. Seller does hereby warrant
and represent to Buyer as follows:
SECTION 6.
a) Ownership.
(i) Seller is the legal owner and holder of IMSG-Stock of IMSG;
(ii) all documentary stamp taxes due with respect to the
issuance and transfer of the IMSG-Stock have been paid; and
(iii) as of the date hereof, all of the IMSG-Stock is free and
clear of all claims, liens, charges, and encumbrances of any
kind or nature whatsoever.
b) Seller. The Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Florida.
c) Authority. Seller has full corporate power and authority to:
(i) sell the IMSG-Stock pursuant to this Agreement, and
(ii) perform the obligations it is required to perform to
consummate same.
d) Corporate. The execution and delivery of the IMSG-Stock and the
performance by Seller of its obligations under this Agreement,
do not:
(i) violate any provisions of the Articles of Incorporation or
By-laws of Seller;
(ii) breach or result in a default under the terms of any
existing credit agreement or other material agreement to
which Seller is a party or by which Seller or any of the
assets of Seller are bound;
(iii) directly result in the creation of any lien, charge, or
encumbrance upon the assets of Seller under the provisions
of any agreement or other instrument to which Seller is a
party or by which it is bound; or
(iv) violate any judgment, order injunction, decree or award
against, or binding upon, Seller or upon the assets of
Seller.
e) Survival. All of the representations and warranties set forth
in this Section 5 captioned, "Representations and Warranties"
shall survive until all Obligations under this Agreement are
satisfied in full.
SECTION 7. MISCELLANEOUS.
a) Enforcement Costs. If either party should bring a Court action
alleging breach of this Agreement or seeking to enforce,
rescind, renounce, declare void, or terminate this Agreement or
any provisions thereof, the prevailing party shall be entitled
to recover all of its legal expenses, including reasonable
attorney's fees and costs (including legal expenses for any
appeals taken), and to have the same awarded as part of the
judgment in the proceeding in which such legal expenses and
attorney's fees were incurred.
b) Modification. No change or modification of this Agreement shall
be valid unless the same shall be in writing and signed by all
of the parties hereto.
c) Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be
an original, and said counterparts shall together constitute
and be one and the same instrument.
d) Construction. Words of a gender used in this Agreement shall be
held to include any other gender, the words in a singular
number held to include the plural, when the sentence so
requires.
e) Merger. This Agreement contains all of the oral and/or
previously written agreements, representations, and
arrangements between the parties hereto, and all right which
the respective parties may have had under any written
agreements and/or oral agreements are hereby canceled and
terminated, and all parties agree that there are no
representations or warranties other than those set forth
herein.
f) Invalidity. Should any part of this Agreement for any reason be
declared invalid, such decision shall not effect the validity
of any remaining portion, which remaining portion shall remain
in full force and effect as if the Agreement had been executed
with the valid portion thereof eliminated. It is, therefore,
declared the intention of the parties hereto that each of them
will have executed the remaining portion of this Agreement
without including therein any such part, parts or portion which
may, for any reason, be hereafter declared void.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above set forth.
"Seller"
WITNESSES Bankers Security Insurance Company
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxx
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By: Xxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx Its: Treasurer
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"Buyer"
WITNESSES Bankers Insurance Group, Inc.
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxx
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By: Xxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx Its: Treasurer
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Exhibit "A" - IMSG-Stock Certificate
