VOTING AGREEMENT
Exhibit
10.10
000 Xx.
Xxxxx Xxxxxx
Xxxxxxxxxxxx,
Xxxxxxxx 00000
Ladies
and Gentlemen:
The
undersigned is a director and/or executive officer Partners Financial Holdings,
Inc. (“Partners”) and/or a director of Partners Bank (“Partners Bank”) and is
the beneficial holder of shares of common stock of Partners (“Partners Common
Stock”).
Partners
and First Clover Leaf Financial Corp. (“FCLF”) are considering the execution of
an Agreement and Plan of Merger (“Agreement”) contemplating the merger of
Partners with and into FCLF, with FCLF as the surviving corporation (the
“Merger”), such execution being subject in the case of Partners to the execution
and delivery of this letter agreement (“letter agreement”). In
consideration of the substantial expenses that FCLF will incur in connection
with the transactions contemplated by the Agreement and in order to induce FCLF
to execute the Agreement and to proceed to incur such expenses, the undersigned
agrees and undertakes, in his capacity as a stockholder of Partners and not in
his capacity as a director of Partners, as follows:
1. The
undersigned, while this letter agreement is in effect, shall vote in favor of
the Agreement or cause to be voted in favor of the Agreement all of the shares
of Partners Common Stock that the undersigned shall be entitled to so vote,
whether such shares are beneficially owned by the undersigned on the date of
this letter agreement or are subsequently acquired or whether the undersigned
has no beneficial ownership but has voting control of such shares on the date of
this letter agreement or voting control is subsequently acquired, at the meeting
of Partners’ stockholders to be called and held following the date hereof, to
consider the Agreement and the Merger.
2. The
undersigned, while this letter agreement is in effect, agrees not to sell,
transfer, or otherwise dispose of any shares of Partners Common Stock on or
prior to the date of the meeting of Partners stockholders to vote on the
Agreement, unless the purchaser or transferee agrees to be bound by the terms of
this letter agreement.
3. The
undersigned acknowledges and agrees that any remedy at law for breach of the
foregoing provisions shall be inadequate and that, in addition to any other
relief which may be available, in the event of a breach of this letter agreement
by the undersigned, FCLF shall be entitled to temporary and permanent injunctive
relief without the necessity of proving actual damages.
4. The
foregoing restrictions shall not apply to shares with respect to which the
undersigned may have voting power as a fiduciary for others, but does apply to
shares with respect to which the undersigned may have voting power pursuant to a
voting or other agreement. In addition, this letter agreement shall
only apply to actions taken by the undersigned
in his capacity as a stockholder of Partners and shall not in any
way limit, affect or prohibit actions the undersigned may take in his capacity
as a director of Partners.
5. The
undersigned agrees to execute an Option and Warrant Cancellation Agreement, in
the form attached as Exhibit
A to the Agreement, in conjunction with the Closing of the transactions
contemplated by the Agreement with respect to all of the options and warrants
held by the undersigned on the Closing Date. The undersigned further agrees
that, with respect to any and all of the warrants held by the undersigned, he
will not exercise such warrants but will instead cancel all of such warrants
held by the undersigned on the date hereof pursuant to the terms of the Option
and Warrant Cancellation Agreement.
6. This
letter agreement shall automatically terminate upon termination of the Agreement
in accordance with its terms.
IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first above written.
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Very
truly yours,
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/s/ Xxxx X. Xxxxx
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Xxxx
X. Xxxxx
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Accepted
and agreed to as of the date first above written:
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By:
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/s/ Xxxxxx X. Xxxxx
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Title:
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President & Chief Executive
Officer
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