STOCK PURCHASE AGREEMENT
Between
INTEGON CORPORATION
and
INTEGON RE (BARBADOS), LIMITED
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of this 16th day of March, 2000 by and between INTEGON RE (BARBADOS), LIMITED
(hereinafter referred to as the "Company"), a Barbados corporation with its
principal place of business in St. Xxxxxxx, Barbados, and INTEGON CORPORATION
(hereinafter referred to as the "Purchaser"), a Delaware corporation with its
administrative offices in Winston-Salem, North Carolina.
WHEREAS, the Company desires to sell and issue to the Purchaser, and the
Purchaser desires to purchase from the Company, 1,000,000 shares of the common
stock of the Company.
NOW, THEREFORE, in consideration of the purchase price and the mutual
covenants and promises stated herein, the Company and the Purchaser agree as
follows:
1. PURCHASE AND SALE OF SHARES
The Company hereby agrees to sell and issue to the Purchaser, and the
Purchaser agrees to purchase, 1,000,000 shares of the common stock of the
Company, without nominal or par value per share (the "Common Stock"), in
consideration of which the Purchaser shall pay to the Company $1,000,000 (U.S.)
(the "Purchase Price"). The Purchase Price shall be payable on or before the
date specified for this purpose by the Company's directors.
2. EXPENSE REIMBURSEMENT
The Purchaser agrees that it shall bear, without reimbursement from the
Company, the following expenses:
a. all reasonable expenses and liabilities attributable to the organization
and incorporation of the Company;
b. all expenses attributable to the initial registration of the
participating shares of the Company with the United States Securities and
Exchange Commission, and initial compliance with United States federal
securities laws and the securities and insurance laws of the various states and
other jurisdictions of the United States; and
c. all operational expenses and liabilities attributable to ordinary
day-to-day Company operations, excluding any United States Federal income taxes,
incurred during the period commencing on the date that any participating shares
of the Company are first issued (the "Issue Date") and ending on the last day of
the Company's fiscal quarter that immediately precedes the
twelve month anniversary of the Issue Date. In the event that the Company pays
any such expenses directly, the Purchaser shall reimburse the Company on demand.
3. RESTRICTIVE LEGEND
The Purchaser represents that it is purchasing the Common Stock for
investment and not with a view to distribution. It is agreed that the Company
may place on the certificate for the Common Stock a legend stating in substance:
The shares evidenced by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933. The shares may not be sold, transferred or otherwise disposed of
in the absence of such registration or an opinion of counsel
satisfactory to Integon Re (Barbados), Limited (the "Company") that
such registration is not required.
4. RELATIONSHIP TO ARTICLES AND BY-LAWS
The Purchaser agrees to be bound by and shall be subject to all provisions
in the Articles of Incorporation and By-Laws of the Company (collectively, the
"Articles and By-Laws") that are in effect as of the date of this Agreement and
any amendments to such provisions that may be added in the future. The
provisions of the Articles and By-Laws are incorporated herein by reference to
the extent relevant to this Agreement.
6. ENTIRE AGREEMENT
This Agreement represents the entire agreement between the parties and
supersedes any prior agreement between the parties with respect to the matters
covered herein. Any amendment or modification hereof shall be made in writing
signed by authorized representatives of both parties.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
INTEGON RE (BARBADOS), LIMITED
By /s/ Xxxxxx X. Xxxxx
______________________________
Name: Xxxxxx X. Xxxxx
Title: Vice-President, Finance
INTEGON CORPORATION
By: /s/ Xxxxxx X. Gowwin
______________________________
Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Operating Officer
