EXHIBIT C FORM OF FOBB AFFILIATE AGREEMENT May 1, 2006
EXHIBIT C
FORM OF XXXX AFFILIATE AGREEMENT
FORM OF XXXX AFFILIATE AGREEMENT
May 1, 2006
MB Financial, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx, President and Chief Executive Officer
Dear Xx. Xxxxxx:
I have been advised that as of the date hereof I may be deemed to be an “affiliate” of First
Oak Brook Bancshares, Inc., a Delaware corporation (“XXXX”), as that term is defined in Rule 145
promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended (the “Securities Act”). I understand that pursuant to the terms of the Agreement and
Plan of Merger, dated as of May 1, 2006 (the “Merger Agreement”), by and among XXXX, MB Financial,
Inc. (“MBFI”) and MBFI Acquisition Corp. (“Merger Sub”), a wholly-owned subsidiary of MBFI, XXXX
plans to merge with and into Merger Sub (the “Merger”).
I further understand that as a result of the Merger, I may receive shares of common stock, par
value $0.01 per share, of MBFI (“MBFI Stock”) (i) in exchange for shares of common stock, par value
$2.00 per share, of XXXX (“XXXX Stock”) over which I have dispositive power or (ii) as a result of
the exercise of Rights (as defined in the Merger Agreement).
I have carefully read this letter and reviewed the Merger Agreement and discussed their
requirements and other applicable limitations upon my ability to sell, transfer, or otherwise
dispose of MBFI Stock to be received by me in the Merger, to the extent I felt necessary, with my
counsel and/or counsel for XXXX.
I hereby represent, warrant and covenant with and to MBFI with respect to MBFI Stock to be
received by me as a result of the Merger as follows:
1. I shall not make any sale, transfer, or other disposition of such MBFI Stock in violation
of the Securities Act or the rules and regulations thereunder. I have been advised that the
issuance of the MBFI Stock to me pursuant to the Merger shall be registered with the SEC pursuant
to a Registration Statement on Form S-4. However, I have been advised that because (a) at the time
the Merger shall be submitted to a vote of the shareholders of XXXX, I may be deemed an affiliate
of XXXX, and (b) the distribution by me of the MBFI Stock has not been registered under the
Securities Act, I cannot sell, transfer or otherwise dispose of the MBFI
Stock, unless (i) such
sale, transfer or other disposition has been registered under the Securities Act, (ii) such sale,
transfer or other disposition is made in conformity with the provisions of Rule 145(d) under the
Securities Act, or (iii) in the opinion of counsel in form and substance reasonably satisfactory to
MBFI, or under a “no-action” letter obtained by me from the staff of the SEC, such sale, transfer
or other disposition will not violate or is otherwise exempt from registration under the Securities
Act.
2. I understand that MBFI is under no obligation to register the sale, transfer or other
disposition of any of my shares of MBFI Stock under the Securities Act or to take any other action
necessary in order to make compliance with an exemption from such registration available.
3. I understand that stop transfer instructions will be given to MBFI’s transfer agent with
respect to shares of MBFI Stock issued to me in the Merger and that there will be placed on the
certificates for such shares, or any substitutions therefore, a legend stating in substance:
“The shares evidenced by this certificate were issued in a transaction
to which Rule 145 under the Securities Act of 1933, as amended (the
“Securities Act”) applies. The shares represented by this certificate
may only be transferred in accordance with Rule 145(d) of the Securities
Act or an effective registration statement under the Securities Act or
an exemption from registration under the Securities Act.”
4. I understand that, unless the sale or transfer by me of the MBFI Stock issued to me in the
Merger has been registered under the Securities Act or such sale or transfer is made in conformity
with the provisions of Rule 145(d) under the Securities Act, MBFI reserves the right, in its sole
discretion, to place the following legend on the certificates issued to my transferee:
“The shares evidenced by this certificate were acquired in a
transaction that was not registered under the Securities Act of 1933, as
amended (the “Securities Act”) and were acquired from a person who
received such shares in a transaction to which Securities and Exchange
Commission Rule 145 under the Securities Act applies. The shares have
been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the
Securities Act, and may not be offered, sold, pledged or otherwise
transferred except in accordance with an exemption from the registration
requirements of the Securities Act.”
It is understood and agreed that the legends set forth in paragraphs (3) and (4) above shall
be removed by delivery of substitute certificates without such legends if I shall have delivered
to MBFI (i) a copy of a “no action” letter from the staff of the SEC, or an opinion of counsel in
form and substance reasonably satisfactory to MBFI, to the effect that such legends are not
required for purposes of the Securities Act, or (ii) evidence or representations satisfactory
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to
MBFI that the MBFI Stock represented by such certificates is being or has been sold in conformity
with the provisions of Rule 145(d) under the Securities Act.
MBFI hereby agrees (i) to make available adequate public information with respect to itself as
provided in Rule 144(c) under the Securities Act, (ii) to provide and pay for a legal opinion
(prepared by in-house attorneys for MBFI or legal counsel to MBFI) with respect to compliance with
Rule 144 and 145 if required for my transfer or sale of shares in accordance therewith, and (iii)
to otherwise cooperate to the extent reasonably possible in order that I may legally transfer or
sell my shares of MBFI Stock.
I further understand and agree that this Letter Agreement shall apply to all shares of MBFI
Stock that I am deemed to have dispositive power over pursuant to applicable federal securities
law.
I further recognize that in the event I become a director or officer of MBFI upon consummation
of the Merger, any sale of MBFI Stock over which I have dispositive power may subject me to
liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
Execution of this letter should not be construed as an admission on my part that I am an
“affiliate” of XXXX as described in the first paragraph of this letter or as a waiver of any rights
I may have to object to any claim that I am such an affiliate on or after the date of this letter.
Furthermore, this letter shall be of no force or effect if I am not an “affiliate” of XXXX at the
time of the meeting of stockholders of XXXX at which the stockholders of XXXX will vote to adopt
the Merger Agreement and approve the Merger and related transactions.
This letter may be signed in one or more counterparts, each of which shall be deemed an
original, but all of which taken together will constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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| Very truly yours, |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Signature | ||||
| By: | Xxxxxx X. Xxxxxx | |||
| Print Name | ||||
| Accepted this 1st day of May, 2006 | ||||
| MB FINANCIAL, INC. | ||||
By: |
/s/ Xxxxxxxx Xxxxxx | |||
| Name: Xxxxxxxx Xxxxxx Title: President and Chief Executive Officer |
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