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EXHIBIT 1.1
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Independent Bankers' Bank of Florida
ESCROW AGREEMENT
This Escrow Agreement is entered into and effective this ________ day
of _________, 2001 by and between Florida Coastline Community Group, Inc. to be
organized as the holding company of Florida banking corporation ( the "Company")
and the Independent Bankers' Bank of Florida ("Escrow Agent" or "Agent").
WITNESSETH:
WHEREAS, the Company, a Florida corporation, proposes to offer for
sale up to 1,000,000 shares of its $.01 par value common stock (the "Common
Stock"), which shares shall be registered under the Securities Act of 1933, as
amended. Shares will be in an initial public offering ("Offering") at a price
of $10.00 each. The minimum subscription per subscriber is 250 shares and the
maximum subscription is 5,000 shares.
WHEREAS, the Company has requested the Escrow Agent to serve as the
depository for the payment of subscription proceeds (`Payments") received by
the Company from investor(s) who are subscribing to purchase shares of Common
Stock in the Company pursuant to, and in accordance with, the terms and
conditions contained in the Company's Prospectus and Subscription Agreements
thereto, dated ________________;
WHEREAS, the Offering will terminate at 5:00 p.m. Eastern Time, on
September 30, 2001, unless extended by the Company for up to an additional 90
days ( "Initial Offering Period"), and, if during the Initial Offering Period
the minimum number of shares have been subscribed to, the Offering will
continue until the earlier of the termination of : (i) the Initial Offering
Period , or (ii) the cancellation of the Offering by the Company.
NOW THEREFORE, in consideration of the premises and understandings contained
herein, the parties agree as follows:
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(1) The Company hereby appoints and designates the Escrow Agent for
the Purposes set forth herein. The Escrow Agent acknowledges and accepts said
appointment and designation. The Company understands that the Escrow Agent, by
accepting said appointment and designation, in no way endorses the merits of
the offering of the shares described herein. The Company agrees to notify any
person acting on its behalf that the position of Escrow Agent does not
constitute such an endorsement, and to prohibit said persons from the use of
the Agent's name as an endorser of such offering. The Company further agrees to
allow the Escrow Agent to review any sales literature in which the Agent's name
appears and which is used in connection with such offering.
(2) The Company SHALL DELIVER ALL PAYMENTS RECEIVED IN PURCHASE OF THE
SHARES (THE "SUBSCRIPTION FUNDS") TO THE ESCROW AGENT (INDEPENDENT BANKERS'
BANK OF FLORIDA, ATTN. CUSTOMER SERVICE GROUP) in the form in which they are
received by noon of the next business day after their receipt by the Company,
and the Company shall deliver to the Escrow Agent within five (5) calendar days
copies of written acceptances of the Company for shares in the Company for
which the Subscription Funds represent payment. Upon receipt of such written
acceptance by the Company, the Escrow Agent shall deposit such funds into the
escrow account. The Company shall also deliver to the Escrow Agent completed
copies of Subscription Agreements for each subscriber, along with such
subscriber's name, address, number of shares subscribed and social security or
taxpayer identification number.
(3) Subscription Funds shall be held and disbursed by the Escrow Agent
in accordance with the terms of this Agreement.
(4) In the event any Subscription Funds are dishonored for payment for
any reason, the Escrow Agent agrees to orally notify the Company thereof as
soon as practicable and to confirm same in writing and to return due dishonored
Subscription Funds to the Company in the form in which they were delivered.
(5) Should the Company elect to accept a subscription for less than
the number of shares shown in the purchaser's Subscription Agreement, by
indicating such lesser number of shares on the written acceptance of the
Company transmitted to the Escrow Agent, the Agent shall deposit such payment
in the escrow account and then, upon separate instruction from the Company,
remit within ten (10) days after such deposit to such subscriber at the address
shown in his Subscription Agreement that amount of his Subscription Funds in
excess of the amount which constitutes full payment for the number of
subscribed shares accepted by the Company as shown in the Company's written
acceptance, without interest or diminution. Said address shall be provided by
the Company to the Escrow Agent as requested.
(6) Definitions as used herein:
(a) "Total Receipts" shall mean the sum of all Subscription
Funds delivered to the Escrow Agent pursuant to Paragraph (2) hereof, less (i)
all Subscription Funds returned pursuant to Paragraphs (4) and (5) hereof and
(ii) all Subscription Funds which have not been paid by the financial
institution upon which they are drawn.
(b) "Expiration Date" shall mean 5:00 p.m., Eastern Time, on
September 30, 2001; provided, however, in the event that the Escrow Agent is
given oral notification followed in writing, by the Company that it has elected
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to extend the offering to a date not later than 90 days thereafter, then the
Expiration Date shall mean 5:00 p.m., Eastern Time, on December 31, 2001. The
Company will notify the Escrow Agent of the effective date of the Offering
Circular as soon as practicable after such date has been determined.
(c) "Closing Date" shall mean the business day on which the
Company, after determining that all of the Offering conditions have been met,
selects in its sole discretion. The Closing Date shall be confirmed to the
Escrow Agent in writing by the Company.
(d) "Escrow Release Conditions" shall mean that (i) the
Company has not canceled the Offering; (ii) that the Company has received
preliminary approval from the appropriate regulatory entity to charter the
Bank;
(7) If, on or before the Expiration Date, (i) the subscribers shall
have subscribed for a minimum of 850,000 shares at a price per share of $10 for
a minimum investment of $8,500,000 and (ii) the Escrow Release Conditions have
been consummated, the Escrow Agent shall
(a) No later than 10:00 A.M., Eastern Time, one day prior to
Closing Date (as that term is defined herein), deliver to the Company all
Subscription Agreements provided to the Escrow Agent; and
(b) On the Closing Date, no later than 10:00 A.M., Eastern
Time, upon receipt of 24-hour written instructions from the Company, remit all
amounts in excess of $7,500,000 representing Subscription Funds, plus any
profits or earnings, held by the Escrow Agent pursuant hereto to the Company in
accordance with such instructions.
(8) All subscription funds in excess of $7,500,000 shall continue to
be held by the Escrow Agent until the date that the Bank opens for business
(the "Opening Date") on the Opening Date no later than 10:00 A.M., Eastern
Time, upon receipt of 24-hour written instructions from the Company, remit all
amounts in excess of $7,500,000 representing Subscription Funds, plus any
profits or earnings, held by the Escrow Agent pursuant hereto to the Company in
accordance with such instructions.
(9) If (i) the Escrow Release Conditions are not met by the Expiration
Date, or (ii) the Offering is canceled by the Company at any time prior to the
Expiration Date, then the Escrow Agent shall promptly remit to each subscriber
at the address set forth in his Subscription Agreement an amount equal to the
amount of his Subscription Funds thereunder. The net earnings accruing on all
Subscription Funds shall be paid and delivered by the Escrow Agent to the
Company at the time that Subscription Funds are returned to subscribers,
pursuant to this paragraph 8.
(10) Pending disposition of the Subscription Funds under this
Agreement, the Escrow Agent will invest collected Subscription Funds, in $1,000
increments above a maintained balance of $50,000, in overnight repurchase
agreements collateralized at 102% with obligations of the United States
Treasury or United States Government Agencies. These repurchase agreement
transactions will earn interest at a market rate to be set by the seller.
(11) The obligations as Escrow Agent hereunder shall terminate upon
the Escrow Agent's transferring all funds held hereunder pursuant to the terms
of Paragraphs (7) or (8) herein, as applicable.
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(12) The Escrow Agent shall be protected in acting upon any written
notice, request, waiver, consent, certificate, receipt, authorization, or other
paper or document which the Agent believes to be genuine and what it purports
to be.
(13) The Escrow Agent shall not be liable for anything which the Agent
may do or refrain from doing in connection with this Escrow Agreement, except
for the Agent's own gross negligence or willful misconduct.
(14) The Escrow Agent may confer with legal counsel in the event of
any dispute or questions as to the construction of any of the provisions
hereof, or the Agent's duties hereunder, and shall incur no liability and shall
be fully protected in acting in accordance with the opinions and instructions
of such counsel. Any and all expenses and legal fees in this regard will be
paid by the Company.
(15) In the event of any disagreement between the Company and any
other person resulting in adverse claims and demands being made in connection
with any Subscription Funds involved herein or affected hereby, the Agent shall
be entitled to refuse to comply with any such claims or demands as long as such
disagreement may continue, and in so refusing, shall make no delivery or other
disposition of any Subscription Funds then held under this Agreement, and in so
doing shall be entitled to continue to refrain from acting until (a) the right
of adverse claimants shall have been finally settled by binding arbitration or
finally adjudicated in a court in Seminole County, Florida assuming and having
jurisdiction of the Subscription Funds involved herein or affected hereby or
(b) all differences shall have been adjusted by agreement and the Agent shall
have been notified in writing of such agreement signed by the parties hereto.
In the event of such disagreement, the Agent may, but need not, tender into the
registry or custody of any court of competent jurisdiction in Seminole County,
Florida all money or property in the Agent's hands under the terms of this
Agreement, together with such legal proceedings as the Agent deems appropriate
and thereupon to be discharged from all further duties under this Agreement.
The filing of any such legal proceeding shall not deprive the Agent of
compensation earned prior to such filing. The Escrow Agent shall have no
obligation to take any legal action in connection with this Agreement or
towards its enforcement, or to appear in, prosecute or defend any action or
legal proceeding which would or might involve the Agent in any cost, expense,
loss or liability unless indemnification shall be furnished.
(16) The Escrow Agent may resign for any reason, upon thirty (30) days
written notice to the Company. Upon the expiration of such thirty (30) day
notice period, the Escrow Agent may deliver all Subscription Funds and
Subscription Agreements in possession under this Escrow Agreement to any
successor Escrow Agent appointed by the Company, or if no successor Escrow
Agent has been appointed, to any court of competent jurisdiction. Upon either
such delivery, the Escrow Agent shall be released from any and all liability
under this Escrow Agreement. A termination under this paragraph shall in no way
change the terms of Paragraphs (14) and (16) affecting reimbursement of
expenses, indemnity and fees.
(17) The Escrow Agent will charge the Company for services hereunder a
fee of $1,500.00, plus an additional fee of $5.00 for each check issued, $10.00
for each wire and $.50 for each photo copy necessitated in the performance of
duties, with total fees for services not to exceed $2,000.00. All actual
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expenses and costs incurred by the Agent in performing obligations under this
Escrow Agreement will be paid by the Company. All fees and expenses shall be
paid on the Closing Date by the Company. Any subsequent fees and expenses will
be paid by the Company upon receipt of invoice.
(18) All notices and communications hereunder shall be in writing and
shall be deemed to be duly given if sent by (i)registered or certified mail
(return receipt requested), (ii) personal delivery with signed receipt, (iii)
acknowledged receipt to facsimile transmission, or (iv) any chosen delivery
service requiring signed receipt to the respective addresses set forth herein.
The Escrow Agent shall not be charged with knowledge of any fact, including but
not limited to performance or non-performance of any condition, unless the
Escrow Agent has actually received written notice thereof from the Company or
its authorized representative clearly referring to this Escrow Agreement.
(19) The rights created by this Escrow agreement shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of the Escrow Agent and the parties hereto.
(20) This Escrow Agreement shall be construed and enforced according
to the laws of the State of Florida.
(21) This Escrow Agreement shall terminate and the Escrow Agent shall
be discharged of all responsibility hereunder at such time as the Escrow Agent
shall have completed all duties hereunder.
(22) This Escrow Agreement may be executed in several counterparts,
which taken together shall constitute a single document.
(23) This Escrow Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the transactions described
herein and supersedes all prior agreements or understandings, written or oral,
between the parties with respect thereto.
(24) If any provision of this Escrow Agreement is declared by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect without being
impaired or invalidated in any way.
(25) The Company shall provide the Escrow Agent with its Employer
Identification Number as assigned by the Internal Revenue Service.
Additionally, the Company shall complete and return to the Escrow Agent any and
all tax forms or reports required to be maintained or obtained by the Escrow
Agent.
(26) The authorized signature of the Escrow Agent hereto is consent
that a signed copy hereof may be filed with the various regulatory authorities
of the State of Florida and with any Federal Government agencies or regulatory
authorities.
IN AGREEMENT AND ACCEPTANCE OF THE INDEPENDENT BANKERS' BANK OF FLORIDA ESCROW
AGREEMENT BETWEEN FLORIDA COASTLINE COMMUNITY GROUP (COMPANY), FOR THE PURPOSE
OF ORGANIZING A FINANCIAL INSTITUTION TO BE KNOWN AS FLORIDA COASTLINE NATIONAL
BANK, AND THE INDEPENDENT BANKERS' BANK OF FLORIDA (ESCROW AGENT).
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XXXXXXX XXXXXXXXX XXXXXXXXX GROUP
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COMPANY
Address: 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
By:
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Authorized Signature
Title
--------------------------------------
-------------------------- (Type Name and Title)
Attest:
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Date ADDITIONAL AUTHORIZED SIGNER
By: Name:
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Additional Authorized Signature
Title: Title:
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(Type Name and Title)
(SEAL)
INDEPENDENT BANKERS' BANK OF FLORIDA
Address: 000 Xxxxxxxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx, Xxxxxxx 00000-0000
Attest: Fax: (000) 000-0000
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Date
By: By:
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Authorized Signature
Title: Title:
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(Type Name and Title)
(CORPORATE SEAL)
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407-541-1620
