FIRST INTERNATIONAL BANCORP., INC.
PURCHASE AGREEMENT
AGREEMENT made and entered into this 1st day of November 1, 1999, by
and between Xxxxx X. Xxxxx, of West Hartford, Connecticut ("Seller"), and
Xxxxxxx X. Xxxxx, Trustee of The Xxxxxx Xxxx Xxxxx Family Spray Trust
("Purchaser") and not individually or in any other capacity.
WITNESSETH
WHEREAS, the Seller is the owner of 302,402 shares of First
International Bancorp., Inc. stock bearing certificate numbers listed on
the attached Schedule I (the "Stock") that contain a stock legend and may
be currently restricted pursuant to Federal securities laws; 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 Two Million Five
Hundred Twelve Thousand Nine Hundred Sixty Dollars ($2,512,960), 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 she 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.
The Seller further represents and warrants to the Purchaser that in the
event the Stock sold hereunder is restricted from public resale pursuant to
Federal securities laws and the rules promulgated thereunder, the sale
hereunder is not in violation of any federal or state securities law, rule
or regulation.
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. PURCHASE PRICE ADJUSTMENT. At the present time, it is currently
unknown as to the effect on the price per share of any Federal securities
law restrictions on the Stock. Therefore, it is hereby agreed to by the
parties that in the event it is determined by an independent appraiser or
otherwise that the Stock value should be adjusted to take into account the
restrictions, the Purchase Price set forth for such Stock in Section 2
hereunder shall be adjusted accordingly.
9. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut
10. 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 XXXX 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
CERTIFICATE NUMBER NUMBER OF SHARES
302,402
_______
TOTAL 302,402
STOCK POWER
FOR VALUE RECEIVED I, Xxxxx Xxxxx, hereby sell, assign and transfer
unto Xxxxxxx X. Xxxxx, as Trustee of The Xxxxxx Xxxx Xxxxx Family Spray
Trust, Three Hundred Two Thousand Four Hundred Two (302,402) 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 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
In the presence of:
____________________
