COMMON SECURITIES SUBSCRIPTION AGREEMENT
EXHIBIT4.11
COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 14, 2006 (this “Agreement”), between Team Financial Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), and Team Financial, Inc., a Kansas corporation (the “Buyer”), relating to the Trust’s common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the “Common Securities”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
WHEREAS, the Buyer, the Trust and the Initial Purchaser named therein have entered into a Purchase Agreement, dated September 12, 2006 (the “Purchase Agreement”), in connection with the issuance and sale of Capital Securities (liquidation amount of $1,000 per security) by the Trust; and
WHEREAS, the Buyer, as sponsor of the Trust, desires to purchase from the Trust, and the Trust desires to sell to the Buyer, all of the Common Securities.
NOW, THEREFORE, in consideration of the foregoing premises and the conditions and agreements hereinafter set forth, the parties hereto agree as follows:
1. The Buyer hereby subscribes for and offers to purchase from the Trust, and the Trust hereby accepts such offer and agrees to issue and sell to the Buyer, contemporaneous with the Closing Date, 681 Common Securities with an aggregate liquidation amount with respect to the assets of the Trust of Six Hundred Eighty One Thousand Dollars ($681,000) in consideration of the payment on or before the date hereof of Six Hundred Eighty One Thousand Dollars ($681,000) in immediately available funds.
2. The Trust represents and warrants that, upon execution and delivery of the Common Securities to the Buyer, the Common Securities will be duly authorized, validly issued, fully paid and nonassessable and entitled to the benefits and subject to the terms of the Amended and Restated Declaration of Trust, dated as of September 14, 2006, among the Buyer, as Sponsor, Xxxxx Fargo Bank, National Association, as Institutional Trustee, Xxxxx Fargo Delaware Trust Company as Delaware Trustee, and Xxxx Xxxxxx and Xxxxxxx X. Xxxxxx, as Administrators, and the holders, from time to time, of undivided beneficial interests in the Trust.
3. This Agreement shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles.
4. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Common Securities Subscription Agreement to be duly executed as of the date first written above.
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Team Financial Capital Trust II |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Administrator |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Administrator |
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Team Financial, Inc. |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: CFO |
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