STOCK PURCHASE AGREEMENT
Exhibit
2
This
Stock Purchase Agreement (this "Agreement")
is made May 25, 2010, between Xxxxxx X. Xxxxxxx (“Seller”) and Xxxxxxx X. Xxxxxx
(“Buyer”).
BACKGROUND
INFORMATION
A. Seller
is the owner of certain common shares, without par value, of Bancinsurance
Corporation, including the 93,000 common shares, without par value, which are
the subject of this Agreement (the “Shares”).
B. Seller
desires to sell, and Buyer desires to purchase the Shares for consideration
consisting of cash in the amount of $5.31 per share or a total consideration of
$493,830 (the “Purchase Price”) for all the Shares.
STATEMENT OF
AGREEMENT
Buyer and
Seller (the “Parties”) acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
ARTICLE
I
PURCHASE AND
SALE
1.1. Purchase and
Sale. On the terms and subject to the conditions described in
this Agreement, Seller shall sell, assign, transfer, and deliver to Buyer, and
Buyer shall purchase from Seller, the Shares in exchange for the Purchase
Price. At the Closing (as defined below), the Purchase Price
shall be paid to Seller by wire transfer, and Seller shall cause the Shares to
be delivered to Buyer via Direct Registration System book-entry transfer or
other mechanism reasonably satisfactory to Buyer.
1.2. Closing. The
closing of the Purchase (the "Closing")
is being held on the date of this Agreement, unless another date is agreed upon
in writing by the Parties (in either case, the "Closing
Date").
ARTICLE
II
REPRESENTATIONS AND
WARRANTIES OF THE PARTIES
2.1. Representations and
Warranties of Seller. In order to induce Buyer to enter into
this Agreement, Seller hereby represents and warrants to Buyer that the
following statements are true, correct, and complete, and Seller acknowledges
that each representation and warranty made under this §2.1 is material to Buyer
and that Buyer is entering into and performing this Agreement in reliance upon
each such representation and warranty:
(a) Good Title. Seller
owns good, absolute, and unencumbered title to the Shares, and no person or
entity other than Seller has any right, title, or interest in, to, or against
the Shares.
(b) Capacity. Seller
has the capacity and right to enter into this Agreement and perform all of his
obligations under this Agreement without any restriction.
(c) Enforceability. This
Agreement has been duly executed and delivered by Seller and constitutes the
legal, valid, and binding obligation of Seller enforceable against Seller in
accordance with its terms. No other action or proceeding by or in
respect of Seller is or was necessary to authorize this Agreement or the
consummation of the transactions contemplated by this Agreement.
2.2. Representations and
Warranties of Buyer. In order to induce Seller to enter into
this Agreement, Buyer hereby represents and warrants to Seller that the
following statements are true, correct, and complete, and Buyer acknowledges
that each representation and warranty made under this §2.2 is material to Seller
and that Seller is entering into and performing this Agreement in reliance upon
each such representation and warranty:
(a) Capacity. Buyer
has the capacity and right to enter into this Agreement and perform all of his
obligations under this Agreement without any restriction.
(b) Enforceability. This
Agreement has been duly executed and delivered by Buyer and constitutes the
legal, valid, and binding obligation of Buyer enforceable against Buyer in
accordance with its terms. No other action or proceeding by or in
respect of Buyer is or was necessary to authorize this Agreement or the
consummation of the transactions contemplated by this Agreement.
ARTICLE
III
INDEMNIFICATION
3.1. Survival of Representations,
Warranties, and Agreements. All representations, warranties,
covenants, and agreements of any Party in this Agreement shall survive the
execution, delivery, and performance of this Agreement.
3.2. Indemnification.
(a) Seller
shall indemnify and hold Buyer harmless from and against any and all
losses, liabilities, damages, demands, claims, suits, actions, judgments or
causes of action, assessments, costs and expenses, including without limitation
interest, penalties, attorneys’ fees, any and all expenses incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation (collectively, "Damages"),
enforced against, resulting to, imposed upon, or incurred or suffered by Buyer,
directly or indirectly, as a result of or arising from any inaccuracy in or
breach or nonfulfillment of any of the representations and warranties,
covenants, or agreements made by Seller in this Agreement; and
(b) Buyer
shall indemnify and hold Seller harmless from and against any and all Damages
enforced against, resulting to, imposed upon, or incurred or suffered by Seller,
directly or indirectly, as a result of or arising from any inaccuracy in or
breach or nonfulfillment of any of the representations and warranties,
covenants, or agreement made by Buyer in this Agreement.
ARTICLE
IV
MISCELLANEOUS
4.1. Notices. All
notices and other communications under this Agreement to any Party shall be in
writing and shall be deemed given when delivered personally, telecopied (which
is confirmed) to that Party at the telecopy number for that Party set forth on
the signature page of this Agreement, mailed by certified mail (return receipt
requested) to that Party at the address for that Party (or at such other address
for such Party as such Party shall have specified in notice to the other
Parties), or delivered to Federal Express, UPS, or any similar express delivery
service for overnight delivery to that Party at that address, provided that
confirmation of such overnight express delivery service is
received.
4.2. Non-Waiver. No
failure by any Party to insist upon strict compliance with any term or provision
of this Agreement, to exercise any option, to enforce any right, or to seek any
remedy upon any default of any other Party shall affect, or constitute a waiver
of, any other Party’s right to insist upon such strict compliance, exercise that
option, enforce that right, or seek that remedy with respect to that default or
any prior, contemporaneous, or subsequent default. No custom or
practice of the Parties at variance with any provision of this Agreement shall
affect or constitute a waiver of any Party’s right to demand strict compliance
with the provisions of this Agreement.
4.3. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement.
4.4. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of Ohio without regard to principles of conflicts of
law.
4.5. Further
Assurances. Each Party shall execute, acknowledge or verify,
and deliver any and all documents which may from time to time be reasonably
requested by the other Party to carry out the purpose and intent of this
Agreement.
[Signatures
contained on next page.]
| SELLER: | BUYER: |
|
/s/ Xxxxxx X. Xxxxxxx
|
/s/ Xxxxxxx X. Xxxxxx
|
|
Xxxxxx
X. Xxxxxxx
|
Xxxxxxx
X.
Xxxxxx
|
