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EXHIBIT 10.10
SUBSCRIPTION AGREEMENT
November 16, 1998
First Coastal Bancshares
000 Xxxx Xxxxxx
Xx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned, as the holder of warrants (the "Warrants") to
purchase an aggregate of 225,000 shares of common stock, without par value, of
First Coastal Bancshares (the "Company") for $5.00 per share (as adjusted for
the Company's planned one-for-five reverse stock split), hereby confirms its
subscription for 225,000 shares of common stock pursuant to the exercise of the
Warrants.
The undersigned agrees to exercise the Warrants and subscribe for
the shares no later that the Effective Time of the Merger, as defined in the
Agreement and Plan of Reorganization by and among the Company, First Coastal
Bank, N.A. and American Independent Bank, N.A., and is conditioned upon the
consummation of the such merger. In addition, the issuance and subscription
pursuant to this agreement is conditioned upon the Board of Directors of the
Company approving a resolution to allow us to exercise the warrants prior to
March 1, 1999. Nevertheless, the undersigned reserves its right to exercise the
Warrants, at its option, if such conditions are not met.
The undersigned represents that it has, or will have by the
Effective Time of the Merger, sufficient funds for payment of the exercise price
of the warrants, and the Company represents that upon the valid exercise of the
warrants, including the delivery of the exercise price, the shares of common
stock shall be duly authorized, validly issued, fully paid and non-assessable.
The undersigned understands that the Company will be relying upon
this agreement in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission relating to the offering and
sale of units consisting of common stock and trust preferred securities.
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Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the undersigned.
Very truly yours,
CALIFORNIA COMMUNITY LLC
By: /s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
Chief Executive Officer
Agreed and Accepted:
FIRST COASTAL BANCSHARES
By: /s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
Chief Executive Officer
