EXHIBIT 10.3
December 17, 2001
CONFIDENTIAL
Xx. Xxxx X. Xxxxxxx
Chairman, Chief Executive Officer
Florida Coastline Community Group, Inc.
000 Xxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxxx:
The purpose of this letter is to amend and restate the letter agreement between
Xxxxx X. Xxxxx & Co. ("Xxxxx") and Florida Coastline Community Group, Inc., (the
"Company") which is the proposed bank holding company for Florida Coastline
National Bank (In Organization) (the "Bank"), dated September 20, 2000 whereby
Xxxxx was retained by the Company for the purpose of providing marketing
services to the Company in regard to the Company's objective of raising
$8,500,000 in equity capital for the Company, a portion of which will be used to
capitalize the Bank.
The Company plans to extend the offering to raise the indicated equity capital
by offering common shares of the Company through April 30, 2002 (the
"Offering"). The Offering will be made to investors via an amended offering
circular to be prepared by the Company. The common shares have been registered
with the SEC.
The shares are being offered to investors in three phases:
- First Phase
The directors and organizers have subscribed to approximately
150,000 shares representing $1,500,000 at the proposed offering
price of $10.00 per share in a completed private offering separate
and distinct from the public offering.
- Second Phase
To investors: (i) referred by the organizers and directors; or (ii)
located in the service area of the Bank with the objective of
obtaining as many subscriptions as possible for the balance of the
shares.
Xx. Xxxx X. Xxxxxxx
Page 2
December 17, 2001
- Third Phase
To other investors with the objective of obtaining
subscriptions for any and all shares remaining unsold in the
prior two phases (the "General Offering").
An escrow agent has been appointed by the Company and subscription funds are
being placed in escrow until the minimum capital required by the regulators of
$8,500,000 has been achieved. The marketing and selling of shares in Phases Two
and Three may occur simultaneously as determined by Xxxxx and the Company.
Duties
The services to be provided by Xxxxx will include the following:
- Xxxxx will serve as the exclusive financial advisor to the Company
in connection with all phases of the Offering.
- Xxxxx will provide marketing services for the Offering and licensed
brokers will be available to facilitate the marketing services.
Xxxxx will provide appropriate oversight to ensure compliance with
securities laws for the Offering.
- Xxxxx will act as Sales Agent in marketing the shares in the
Community and General Offerings and will assist the company in
raising the desired funds on a best efforts basis.
Fees and Expenses
1. Xxxxx has been paid, to date the sum of $24,000.00 representing
consulting fees and expenses through December 31, 2001.
2. Xxxxx will be paid the following commissions at closing:
- Xxxxx will receive an additional $50,000 commission
representing payment for services rendered.
- Xxxxx will receive a commission of 4% on funds raised in
the service area of the Bank other than funds raised from
persons and entities referred to Xxxxx by the organizers
and directors of the Company
Xx. Xxxx X. Xxxxxxx
Page 3
December 17, 2001
- Xxxxx will be paid a commission of 6.0% on all subscriptions
generated in the General Offering.
- No commission will be paid to Xxxxx on funds raised from persons and
entities referred to Xxxxx by the officers and directors of the
Company
Legal Fees
The Company has paid Xxxxx'x legal fees in the amount of $15,000.
Due Diligence
Xxxxx and its legal counsel will have the opportunity to perform due diligence
prior to the extension of the Offering and prior to the execution of this
agreement.
Indemnification
The Company agrees to indemnify and hold harmless Xxxxx, its directors,
officers, and shareholders against any lawsuits, claims, damages, or
liabilities (or actions or proceedings in respect thereof) to which Xxxxx or
such person may become subject related to our engagement with the Company and
will reimburse Xxxxx and each such person for all legal and other expenses
incurred in connection with investigating or defending any such loss, claim,
damage, liability, action or proceeding whether or not in connection with
pending or threatened litigation in which Xxxxx or any such person is a party;
provided, however, that the Company will not be liable in any such case for
losses, claims, damages, liabilities, or expenses that a court of competent
jurisdiction shall have found in a final judgment to have arisen primarily from
the gross negligence or willful misconduct of Xxxxx or the party claiming a
right to indemnification. This indemnity agreement will be in addition to any
liability, which the Company my otherwise have.
The provisions of this agreement relating to indemnification shall survive
termination or modification of our engagement shall be binding upon any
successors or assigns of the Company.
Please indicate that the terms described herein are agreeable by signing and
returning to us the enclosed duplicate of this letter. We look forward to
working with you on this project and look forward to a successful outcome.
Very truly yours,
Xx. Xxxx X. Xxxxxxx
Page 4
December 17, 2001
XXXXX X. XXXXX & CO.
By:
-----------------------------
Xxxxxxxx X. Xxxxxx, Xx.
President
ACCEPTED AND AGREED This ____ day of _______________________, 2001
FLORIDA COASTLINE COMMUNITY GROUP, INC.
By:
-----------------------------
Xxxx X. Xxxxxxx
Chairman and Chief Executive Officer
