Exhibit 2.4
August 5, 1996
First Essex Bancorp, Inc.
00 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
Each of the undersigned (each a "Stockholder") beneficially owns and has
sole or shared voting power with respect to the number of shares of the common
stock, par value $0.10 per share (the "Shares"), of Finest Financial Corp., a
New Hampshire corporation (the "Seller"), indicated opposite such Stockholder's
name on Schedule 1 attached hereto.
Simultaneously with the execution of this letter agreement, First Essex
Bancorp, Inc. (the "Buyer") and the Seller are entering into an Agreement and
Plan of Reorganization (the "Acquisition Agreement") providing, among other
things, for the acquisition of Seller by Buyer by means of a merger of Seller
with and into Buyer (the "Acquisition"). Each of the undersigned understands
that the Buyer has undertaken and will continue to undertake substantial
expenses in connection with the negotiation and execution of the Acquisition
Agreement and the subsequent actions necessary to consummate the transactions
contemplated by the Acquisition Agreement.
In consideration of, and as a condition to, the Buyer's entering into the
Acquisition Agreement, and in consideration of the expenses incurred and to be
incurred by the Buyer in connection therewith, each Stockholder and the Buyer
agree as follows:
1. Each Stockholder, while this letter agreement is in effect, shall vote
or cause to be voted all of the Shares that such Stockholder shall be entitled
to so vote, whether such Shares are beneficially owned by such Stockholder on
the date of this letter agreement or are subsequently acquired, whether pursuant
to the exercise of stock options or otherwise, at any meeting of the Seller's
stockholders that may be called and held following the date hereof, for the
approval of the Acquisition, as contemplated under the Acquisition Agreement,
and shall vote or cause to be voted all such Shares, at any such meeting or any
other meeting of the Seller's stockholders following the date hereof, against
the approval of any other agreement providing for a merger, acquisition,
consolidation, sale of a material amount of assets or other business combination
of the Seller or any of its subsidiaries with any person or entity other than
the Buyer or any subsidiary of the Buyer. Each Stockholder, while this letter
agreement is in effect, shall support at all times, and recommend for approval
by the Seller's stockholders, the Acquisition, subject only to the Stockholder's
fiduciary obligations as a director of the Seller, to the extent applicable, and
each Stockholder shall conduct himself or herself, both publicly and privately,
in a manner consistent with such support and recommendation of the Acquisition,
subject to the Stockholder's fiduciary obligations as a director of the Seller
as applicable.
First Essex Bancorp, Inc.
August 5, 1996
Page 2
2. Each Stockholder will not sell, assign, transfer or otherwise dispose
of (including, without limitation, by the creation of a Lien (as defined in
paragraph 4 below)), or permit to be sold, assigned, transferred or otherwise
disposed of, any Shares owned by such Stockholder, whether such Shares are held
by the Stockholder on the date of this letter agreement or are subsequently
acquired, whether pursuant to the exercise of stock options or otherwise, except
(a) transfers by will or by operation of law (in which case this letter
agreement shall bind the transferee), (b) transfers pursuant to any pledge
agreement (subject to the pledgee agreeing in writing to be bound by the terms
of this letter agreement), (c) transfers, in connection with estate planning
purposes, to members of the Stockholder's immediate family, trusts or charitable
organizations, subject to the transferee agreeing in writing to be bound by the
terms of this letter agreement, and (d) such other transfers (subject to the
transferee agreeing in writing to be bound by the terms of this letter
agreement) as may be consented to by the Buyer, which consent shall not be
unreasonably withheld. The Buyer shall have the option to elect to have any
existing certificates representing Shares subject to this letter agreement
canceled and reissued bearing the following legend:
THIS CERTIFICATE, AND THE SHARES REPRESENTED HEREBY, ARE SUBJECT TO
CERTAIN VOTING AND TRANSFER RESTRICTIONS CONTAINED IN A VOTING
AGREEMENT BY AND BETWEEN FIRST ESSEX BANCORP , INC . AND THE
BENEFICIAL OWNER OF THESE SHARES AND MAY BE TRANSFERRED ONLY IN
COMPLIANCE THEREWITH. COPIES OF THE ABOVE-REFERENCED AGREEMENT ARE
ON FILE AT THE OFFICES OF FIRST ESSEX BANCORP, INC.
3. The agreements contained herein are intended to relate to restrictions
on transferability and to continue only for such time as may reasonably be
necessary to obtain all necessary approvals, including all necessary shareholder
and governmental approvals, of the Acquisition and all other transactions
contemplated by the Acquisition Agreement.
4. Each Stockholder represents that such Stockholder has the complete and
unrestricted power and the unqualified right to enter into and perform the terms
of this letter agreement. Each Stockholder further represents that this letter
agreement (assuming this letter agreement constitutes a valid and binding
agreement of the Buyer) constitutes a valid and binding agreement with respect
to the Stockholder, enforceable against the Stockholder in accordance with its
terms, except as enforcement may be limited by general principles of equity
whether applied in a court of law or a court of equity and by bankruptcy,
insolvency and similar laws affecting creditors' rights and remedies generally.
Except as may be set forth in Schedule 1, each Stockholder represents that such
Stockholder beneficially owns the number of Shares indicated opposite such
Stockholder's name on said Schedule 1, free and clear of any liens, claims,
charges or other encumbrances or restrictions of any kind whatsoever ("Liens"),
and has sole or shared, and otherwise unrestricted, voting power with respect to
such Shares.
5. Notwithstanding anything herein to the contrary, the agreements
contained herein shall remain in full force and effect until the earlier of (a)
the consummation of the Acquisition or (b) the termination of the Acquisition
Agreement in accordance with Article VIII thereof.
First Essex Bancorp, Inc.
August 5, 1996
Page 3
6. Each Stockholder has signed this letter agreement intending to be bound
hereby. Each Stockholder expressly agrees that this letter agreement shall be
specifically enforceable in any court of competent jurisdiction in accordance
with its terms against such Stockholder. All of the covenants and agreements
contained in this letter agreement shall be binding upon, and inure to the
benefit of, the respective parties and their permitted successors, assigns,
heirs, executors, administrators and other legal representatives, as the case
may be.
7. This letter agreement may be executed in one or more counterparts, each
of which will be deemed an original but all of which together shall constitute
one and the same instrument.
8. No waivers of any breach of this letter agreement extended by the Buyer
to any Stockholder shall be construed as a waiver of any rights or remedies of
the Buyer with respect to any other Stockholder with respect to Shares held by
such other Stockholder or with respect to any subsequent breach of the
Stockholder or any other Stockholder hereunder.
9. This letter agreement is deemed to be signed as a sealed instrument and
is to be governed by the laws of the Commonwealth of Massachusetts, without
giving effect to the principles of conflicts of laws thereof. If any provision
hereof is deemed unenforceable, the enforceability of the other provisions
hereof shall not be affected.
If the foregoing accurately reflects your understanding of the subject
matter intended to be contained herein, please confirm our agreement by signing
this letter where indicated below.
Very truly yours,
/s/Xxxxxx Xxxxxxxxx /s/Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, as Trustee for Boston
Furniture Company Profit Sharing Plan
/s/Xxxxx X. Xxxxxxxx /s/Xxxxxxx Xxxxxxxx
Xxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxx
/s/Xxxx Xxxxxxx /s/Xxxxxx X. Xxxx
Xxxx Xxxxxxx Xxxxxx X. Xxxx
/s/Xxxxxx X. Xxxxxx, Xx. /s/Xxx Xxxx
Xxxxxx X. Xxxxxx, Xx. Xxx Xxxx
First Essex Bancorp, Inc.
August 5, 1996
Page 4
/s/Xxxxxx X. Xxxx /s/Xxxxxx X. Xxx
Xxxxxx X. Xxxx Xxxxxx X. Xxx
/s/Xxxxx Xxxxx /s/Xxxxx X. Xxxxxxxx
Xxxxx Xxxxx Xxxxx X. Xxxxxxxx
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
AGREED TO AND ACCEPTED BY AS
OF THE DATE FIRST ABOVE WRITTEN
FIRST ESSEX BANCORP, INC.
By: /s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
First Essex Bancorp, Inc.
August 5, 1996
Page 5
SCHEDULE I
Name of Number of Shares Shares
Stockholder Beneficially Owned Subject to Pledge
Xxxxxx Xxxxxxxxx 100
Boston Furniture Company
Profit Sharing Plan 18,750
Xxxxx X. Xxxxxxxx 18,800
Xxxxxxx Xxxxxxxx 100
Xxxx Xxxxxxx 6,860
Xxxxxx X. Xxxx 10,000 (1)
Xxxxxx X. Xxxxxx 33,700
Xxx Xxxx 40,350
Xxxxxx X. Xxxx 250
Xxxxxx X. Xxx 27,700
Xxxxx Xxxxx 50,280
Xxxxx X. Xxxxxxxx 10,000 (2)
Xxxxxxx Xxxxxxx 194,000
(1) Does not include option rights to purchase 15,000 shares.
(2) Does not include option rights to purchase 50,000 shares.
