EXHIBIT 1.1(A)
(LOGO)
INDEPENDENT BANKERS' BANK OF FLORIDA
ESCROW AGREEMENT
This Escrow Agreement is entered into and effective this _____ day
of____________, 2001 by and between Florida Coastline Community Group, Inc., to
be organized as a holding company of a Florida banking corporation ( the
"Company') and the Independent Bankers' Bank of Florida ("Escrow Agent" or
"Agent").
WITNESSETH:
WHEREAS, the Company, a Florida corporation, proposes to offer for sale A
MAXIMUM OF 850,000 shares of its $.01 par value common stock (the "Common
Stock"), which shares shall be registered under the Securities Act of 1933, as
amended. Shares will be in an initial public offering ("Offering") at a price of
$10.00 each. The minimum subscription per subscriber is 250 shares and the
maximum subscription is 5,000 shares; and
WHEREAS, the Company has requested the Escrow Agent to serve as the depository
for the payment of subscription proceeds ('Payments") received by the Company
from investor(s) who are subscribing to purchase shares of Common Stock in the
Company pursuant to, and in accordance with, the terms and conditions contained
in the Company's Prospectus and Subscription Agreements thereto, dated
_____________________; and
WHEREAS, the Offering will terminate at 5:00 p.m. Eastern Time on April 30,
2002, unless extended by the COMPANY UNTIL JULY 31, 2002 ( "Initial Offering
Period"), and, if during the Initial Offering Period the minimum number of
shares have been subscribed to, the Offering will continue until the earlier of
the termination of : (i) the Initial Offering Period, or (ii) the cancellation
of the Offering by the Company.
NOW THEREFORE, in consideration of the premises and understandings contained
herein, the parties agree as follows:
(1) The Company hereby appoints and designates the Escrow Agent for the
Purposes set forth herein. The Escrow Agent acknowledges and accepts said
appointment and designation. The Company understands that the Escrow Agent, by
accepting said appointment and designation, in no way endorses the merits of the
offering of the shares described herein. The Company agrees to notify any person
acting on its behalf that the position of Escrow Agent does not constitute such
an endorsement, and to prohibit said persons from the use of the Agent's name as
an endorser of such offering. The Company further agrees to allow the Escrow
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Agent to review any sales literature in which the Agent's name appears and which
is used in connection with such offering.
(2) The Company shall deliver all payments received (the "Subscription
Funds") to the Escrow Agent (INDEPENDENT BANKERS' BANK OF FLORIDA, ATTN.:
INVESTMENT SERVICES GROUP) in the form in which they are received by noon of the
next business day after their receipt by the Company, and the Company shall
deliver to the Escrow Agent within five (5) calendar days copies of written
acceptances of the Company for shares in the Company for which the Subscription
Funds represent payment. Upon receipt of such written acceptance by the Company,
the Escrow Agent shall deposit such funds into the escrow account. The Company
shall also deliver to the Escrow Agent completed copies of Subscription
Agreements for each subscriber, along with such subscriber's name, address,
number of shares subscribed and social security or taxpayer identification
number.
(3) Subscription Funds shall be held and disbursed by the Escrow Agent
in accordance with the terms of this Agreement.
(4) In the event any Subscription Funds are dishonored for payment for
any reason, the Escrow Agent agrees to orally notify the Company thereof as soon
as practicable and to confirm same in writing and to return due dishonored
Subscription Funds to the Company in the form in which they were delivered.
(5) Should the Company elect to accept a subscription for less than the
number of shares shown in the purchaser's Subscription Agreement, by indicating
such lesser number of shares on the written acceptance of the Company
transmitted to the Escrow Agent, the Agent shall deposit such payment in the
escrow account and then, upon separate instruction from the Company, remit
within ten (10) days after such deposit to such subscriber at the address shown
in his Subscription Agreement that amount of his Subscription Funds in excess of
the amount which constitutes full payment for the number of subscribed shares
accepted by the Company as shown in the Company's written acceptance, without
interest or diminution. Said address shall be provided by the Company to the
Escrow Agent as requested.
(6) Definitions as used herein:
(a) "Total Receipts" shall mean the sum of all Subscription
Funds delivered to the Escrow Agent pursuant to Paragraph (2) hereof, less (i)
all Subscription Funds returned pursuant to Paragraphs (4) and (5) hereof and
(ii) all Subscription Funds which have not been paid by the financial
institution upon which they are drawn.
(b) "Expiration Date" shall mean 5:00 p.m., Eastern Time, on
April 30, 2002; provided, however, in the event that the Escrow Agent is
given oral notification followed in writing, by the Company that it has elected
to extend the offering to a date not later than JULY 31, 2002, then the
Expiration Date shall mean 5:00 p.m., Eastern Time, on July 31, 2002. The
Company will notify the Escrow Agent of the effective date of the Offering
Circular as soon as practicable after such date has been determined.
(c) "Closing Date" shall mean the business day on which the
Company, after determining that all of the Offering conditions have been met,
selects in its sole discretion. The Closing Date shall be confirmed to the
Escrow Agent in writing by the Company.
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(d) "Escrow Release Conditions" shall mean that (i) the
Company has not canceled the Offering, and (ii) that the Company has received
preliminary approval from the appropriate regulatory entity to charter the Bank
as well as preliminary approval for deposit insurance from the FDIC.
(7) If, on or before the Expiration Date, (i) the subscribers shall
subscribe for a minimum of 750,000 shares at a price per share of $10.00, for a
minimum investment of $7,500,000 and (ii) the Escrow Release Conditions have
been consummated, the Escrow Agent shall :
(a) No later than 10:00 a.m., Eastern Time, one day prior to
Closing Date (as that term is defined herein), deliver to the Company all
Subscription Agreements provided to the Escrow Agent; and
(b) On the Closing Date, no later than 10:00 o'clock a.m.,
Eastern Time, upon receipt of 24 hour written instructions from the Company,
remit all amounts in excess of $7,500,000 representing Subscription Funds, plus
any profits or earnings, held by the Escrow Agent pursuant hereto to the Company
in accordance with such instructions.
(8) Subscription funds equaling $7,500,000 shall continue to be held by
the Escrow Agent until the date that the Bank opens for business (the "Opening
Date"). On the Opening Date, no later than 10:00 a.m., Eastern Time, upon
receipt of 24-hour written instruction from the Company, the Escrow Agent shall
remit all the remaining Subscription Funds, plus any profits or earnings, held
by the Escrow Agent pursuant hereto, to the Company in accordance with such
instructions.
(9) If (i) the Escrow Release Conditions are not met by the Expiration
Date, or (ii) the offering is canceled by the company at any time prior to the
Expiration Date, then the Escrow Agent shall promptly remit to each subscriber
at the address set forth in his Subscription Agreement an amount equal to the
amount of his Subscription Funds thereunder. The net earnings accruing on all
Subscription Funds shall be paid and delivered by the Escrow Agent to the
Company at the time that the Subscription Funds are returned to subscribers,
pursuant to this paragraph.
(10) Pending disposition of the Subscription Funds under this
Agreement, the Escrow Agent will invest collected Subscription Funds, in $1,000
increments above a maintained balance of $50,000, in overnight repurchase
agreements collateralized at 102% with obligations of the United States Treasury
or United States Government Agencies. These repurchase agreement transactions
will earn interest at a market rate to be set by the seller.
(11) The obligations as Escrow Agent hereunder shall terminate upon the
Agents transferring all funds held hereunder pursuant to the terms of Paragraphs
(7), (8) or (9) herein, as applicable.
(12) The Escrow Agent shall be protected in acting upon any written
notice, request, waiver, consent, certificate, receipt, authorization, or other
paper or document which the Agent believes to be genuine and what it purports to
be.
(13) The Escrow Agent shall not be liable for anything which the Agent
may do or refrain from doing in connection with this Escrow Agreement, except
for the Agent's own gross negligence or willful misconduct.
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(14) The Escrow Agent may confer with legal counsel in the event of any
dispute or questions as to the construction of any of the provisions hereof, or
the Agent's duties hereunder, and shall incur no liability and shall be fully
protected in acting in accordance with the opinions and instructions of such
counsel. Any and all expenses and legal fees in this regard will be paid by the
Company.
(15) In the event of any disagreement between the Company and any other
person re- sulting in adverse claims and demands being made in connection with
any Subscription Funds involved herein or affected hereby, the Agent shall be
entitled to refuse to comply with any such claims or demands as long as such
disagreement may continue, and in so refusing, shall make no delivery or other
disposition of any Subscription Funds then held under this Agreement, and in so
doing shall be entitled to continue to refrain from acting until (a) the right
of adverse claimants shall have been finally settled by binding arbitration or
finally adjudicated in a court in Orange County, Florida assuming and having
jurisdiction of the Subscription Funds involved herein or affected hereby or (b)
all differences shall have been adjusted by agreement and the Agent shall have
been notified in writing of such agreement signed by the parties hereto. In the
event of such disagreement, the Agent may, but need not, tender into the
registry or custody of any court of competent jurisdiction in Orange County,
Florida all money or property in the Agent's hands under the terms of this
Agreement, together with such legal proceedings as the Agent deems appropriate
and thereupon to be discharged from all further duties under this Agreement. The
filing of any such legal proceeding shall not deprive the Agent of compensation
earned prior to such filing. The Escrow Agent shall have no obligation to take
any legal action in connection with this Agreement or towards its enforcement,
or to appear in, prosecute or defend any action or legal proceeding which would
or might involve the Agent in any cost, expense, loss or liability unless
indemnification shall be furnished.
(16) The Escrow Agent may resign for any reason, upon thirty (30) days
written notice to the Company. Upon the expiration of such thirty (30) day
notice period, the Escrow Agent may deliver all Subscription Funds and
Subscription Agreements in possession under this Escrow Agreement to any
successor Escrow Agent appointed by the Company, or if no successor Escrow Agent
has been appointed, to any court of competent jurisdiction. Upon either such
delivery, the Escrow Agent shall be released from any and all liability under
this Escrow Agreement. A termination under this paragraph shall in no way change
the terms of Paragraphs (14) and (16) affecting reimbursement of expenses,
indemnity and fees.
(17) The Escrow Agent will charge the Company for services hereunder a
fee of $1,500.00, plus an additional fee of $5.00 for each check issued, $10.00
for each wire and $.50 for each photo copy necessitated in the performance of
duties, with total fees for services not to exceed $2,000.00. All actual
expenses and costs incurred by the Agent in performing obligations under this
Escrow Agreement will be paid by the Company. All fees and expenses shall be
paid on the Closing Date by the Company. Any subsequent fees and expenses will
be paid by the Company upon receipt of invoice.
(18) All notices and communications hereunder shall be in writing and
shall be deemed to be duly given if sent by (i) registered or certified mail
(return receipt requested), (ii) personal delivery with signed receipt, (iii)
acknowledged receipt to facsimile transmission, or (iv) any chosen delivery
service requiring signed receipt to the respective addresses set forth herein.
The Escrow Agent shall not be charged with knowledge of any fact, including but
not limited to performance or non-performance of any condition, unless the
Escrow Agent has actually received written notice thereof from the Company or
its authorized representative clearly referring to this Escrow Agreement.
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(19) The rights created by this Escrow agreement shall inure to the
benefit of, and the obligations created hereby shall be binding upon the
successors and assigns of the Escrow Agent and the parties hereto.
(20) This Escrow Agreement shall be construed and enforced according to
the laws of the State of Florida.
(21) This Escrow Agreement shall terminate and the Escrow Agent shall
be discharged of all responsibility hereunder at such time as the Escrow Agent
shall have completed all duties hereunder.
(22) This Escrow Agreement may be executed in several counterparts,
which taken together shall constitute a single document.
(23) This Escrow Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the transactions described
herein and supersedes all prior agreements or understandings, written or oral,
between the parties with respect thereto.
(24) If any provision of this Escrow Agreement is declared by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect without being
impaired or invalidated in any way.
(25) The Company shall provide the Escrow Agent with its Employer
Identification Number as assigned by the Internal Revenue Service. Additionally,
the Company shall complete and return to the Escrow Agent any and all tax forms
or reports required to be maintained or obtained by the Escrow Agent.
(26) The authorized signature of the Escrow Agent hereto is consent
that a signed copy hereof may be filed with the various regulatory authorities
of the State of Florida and with any Federal Government agencies or regulatory
authorities.
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IN AGREEMENT AND ACCEPTANCE OF THE INDEPENDENT BANKERS' BANK OF FLORIDA ESCROW
AGREEMENT BETWEEN FLORIDA COASTLINE COMMUNITY GROUP (COMPANY), FOR THE PURPOSE
OF ORGANIZING A FINANCIAL INSTITUTION TO BE KNOWN AS FLORIDA COASTLINE NATIONAL
BANK, AND THE INDEPENDENT BANKERS' BANK OF FLORIDA (ESCROW AGENT).
FLORIDA COASTLINE COMMUNITY GROUP, INC.
________________________________________
Company
Address: 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attest:________________ Fax: (000) 000-0000
Date Phone: (000) 000-0000
By: __________________________________
By:___________________ Authorized Signature
Title:_________________ Title _________________________________
(Type Name and Title)
(SEAL)
INDEPENDENT BANKERS' BANK OF FLORIDA
Address: 000 Xxxxxxxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx , Xxxxxxx 00000-0000
Attest: _________________ Fax: (000) 000-0000
Date Phone: (000) 000-0000
By: _________________ By:____________________________________
Xxxxxxx Xxxxxx
Title: _________________ Vice President
(SEAL)
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