Letter Agreement UNITED STATES DEPARTMENT OF THE TREASURY
Exhibit 10.1
Letter Agreement
UNITED STATES DEPARTMENT OF THE TREASURY
0000 XXXXXXXXXXXX XXXXXX, XX
XXXXXXXXXX, X.X. 00000
UST Sequence Number: 23
Dear Ladies and Gentlemen:
The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities.
The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern.
Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto.
This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement.
This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.
* * *
In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below.
| UNITED STATES DEPARTMENT OF THE TREASURY | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Interim Assistant Secretary for Financial Stability | |
| CENTERSTATE BANKS OF FLORIDA, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President, CEO, and Chairman of the Board | |
Date: November 21, 2008
EXHIBIT A
Exhibit 10.4 incorporated by reference
SCHEDULE A
ADDITIONAL TERMS AND CONDITIONS
UST Sequence Number: 23
Company Information:
Name of the Company: CenterState Banks of Florida, Inc.
Corporate or other organizational form: Corporate
Jurisdiction of Organization: Florida
Appropriate Federal Banking Agency: Federal Reserve Bank of Atlanta
| Notice Information: | Xxxxx. X. Xxxxx | Xxxx X. “Xxxx” Xxxxxxx, Esquire | ||
| Chief Financial Officer | Xxxxx Xxxxxxxxx, P.A. | |||
| CenterState Banks of Florida, Inc. | 000 X. Xxxxxx Xxx. | |||
| 00000 X.X. Xxxxxxx 00 | Xxxxx 000 | |||
| Xxxxxxxxx, Xxxxxxx 00000 | Xxxxxxx, Xxxxxxx 00000 | |||
| Telephone: (000) 000-0000 | Telephone: (000) 000-0000 | |||
| Facsimile: (000) 000-0000 | Facsimile: (000) 000-0000 |
Terms of Purchase:
Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series A
Per Share Liquidation Preference of Preferred Stock: One thousand dollars ($1,000.00)
Number of Shares of Preferred Stock Purchased: 27,875
Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and November 15
Number of Initial Warrant Shares: 250,825
Exercise Price of the Warrant: $16.67 per share
Purchase Price: $27,875,000.00
Closing:
Location of Closing:
Time of Closing:
Date of Closing:
| Wire Information for Closing: | ABA Number: 000000000 | |
| Bank: CenterState Bank of Florida, N.A. | ||
| Account Name: CenterState Banks of Florida, Inc. | ||
| Account Number: 0000000 | ||
| Beneficiary: CenterState Banks of Florida, Inc. |
SCHEDULE B
CAPITALIZATION
UST Sequence Number: 23
Capitalization Date: October 31, 2008
Common Stock
Par value: $0.01 per share
Total Authorized: 40,000,000 shares
Outstanding: 12,467,815 shares
Subject to warrants, options, convertible securities, etc.: 1,211,056 shares
Reserved for benefit plans and other issuances: 111,500 shares
Remaining authorized but unissued: 26,209,629 shares
Shares issued after Capitalization Date (other than pursuant to warrants, options, convertible securities, etc. as set forth above): None
Preferred Stock
Par value: $0.01 per share
Total Authorized: 5,000,000 shares
Outstanding (by series): None
Reserved for issuance: None
Remaining authorized but unissued: 5,000,000 shares
SCHEDULE C
REQUIRED STOCKHOLDER APPROVALS
UST Sequence Number: 23
| Required1 | % Vote Required | |||
| Warrants — Common Stock Issuance | ||||
| Charter Amendment | ||||
| Stock Exchange Rules | ||||
If no stockholder approvals are required, please so indicate by checking the box: x .
| 1 |
If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote. |
SCHEDULE D
UST Sequence Number: 23
LITIGATION
List any exceptions to the representation and warranty in Section 2.2(l) of the Securities Purchase Agreement – Standard Terms.
If none, please so indicate by checking the box: x.
SCHEDULE E
UST Sequence Number: 23
COMPLIANCE WITH LAWS
List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms.
If none, please so indicate by checking the box: x.
List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms.
If none, please so indicate by checking the box: x.
SCHEDULE F
UST Sequence Number: 23
REGULATORY AGREEMENTS
List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase Agreement – Standard Terms.
If none, please so indicate by checking the box: x.
