STOCK PURCHASE AGREEMENT by and among TIB FINANCIAL CORP. (“TIB”), and the Purchasers set forth herein March 7, 2008
Exhibit
99.2
by and among
(“TIB”),
and
the
Purchasers set forth herein
March
7, 2008
TABLE OF
CONTENTS
| ARTICLE ONE |
Page
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SHARE
PURCHASE TRANSACTIONS
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1
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1.1
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Purchase
of Shares from TIB
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1
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1.2
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Closing
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1
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1.3
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Effective
Time
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1
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1.4
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TIB
Directors
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1
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ARTICLE
TWO
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REPRESENTATIONS
AND WARRANTIES OF TIB
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2
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2.1
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Organization,
Standing, and Power
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2
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2.2
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Authority;
No Breach by Agreement
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2
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2.3
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Capital
Stock
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3
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2.4
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Financial
Statements
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3
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2.5
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Absence
of Undisclosed Liabilities
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4
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2.6
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Legal
Proceedings
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4
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2.7
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Reports
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4
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2.8
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Absence
of Material Adverse Effects
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4
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2.9
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Valid
Issuance of Shares
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4
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ARTICLE
THREE
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REPRESENTATIONS
AND WARRANTIES OF PURCHASERS
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4
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3.1
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Status
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5
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3.2
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Authority
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5
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3.3
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Access
to Information
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5
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3.4
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Financial
Capacity
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5
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3.5
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Sophistication
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5
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3.6
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Absence
of Certain Matters
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6
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3.7
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Purchase
for Investment
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6
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3.8
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Right
of Rescission
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6
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ARTICLE
FOUR
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GENERAL
COVENANTS
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6
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4.1
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Expenses
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6
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4.2
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Brokerage
Fees
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6
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4.3
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Press
Releases
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6
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4.4
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Confidentiality
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6
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4.5
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Certain
Investment Considerations
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7
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ARTICLE
FIVE
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MISCELLANEOUS
|
8
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5.1
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Entire
Agreement
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9
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5.2
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Survival
of Representations and Warranties
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9
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5.3
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Amendments
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9
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5.4
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Assignment
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9
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5.5
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Notices
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9
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5.6
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Governing
Law; Venue; Prevailing Party
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10
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5.7
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Counterparts
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10
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5.8
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Captions
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10
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TESTIMONIUM
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17
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THIS STOCK PURCHASE AGREEMENT
(“Agreement”) is made and entered into as of the 7th day of
March, 2008, by and among TIB Financial Corp., a Florida corporation (“TIB”) and
those individuals and entities who are parties to this Agreement by signing the
signature page to this Agreement (individually, a “Purchaser,” and collectively,
“Purchasers”).
IN CONSIDERATION of the mutual promises
contained herein, the parties hereto hereby agree as follows:
ARTICLE
ONE
SHARE PURCHASE
TRANSACTIONS
1.1 Purchase of Shares from
TIB. Subject to the terms and conditions of this Agreement, at
the Effective Time described in Section 1.3, the Purchasers shall purchase from
TIB, and TIB shall sell and convey to Purchasers, 1,200,000 shares of common
stock, par value $.10 per share (“TIB Stock”), of TIB (collectively, the
“Shares”) at the purchase price of $8.40 per share or $10,080,000 in the
aggregate (the “Share Purchase”). The number of Shares purchased by
each of the Purchasers, and the amount of the purchase price paid by
each for the Shares, is set forth on Exhibit A to this Agreement. The
aggregate amount to be paid by the Purchasers to TIB is referred to as the “Cash
Purchase Price.”
1.2 Closing. The
Share Purchase shall be closed and consummated at a closing meeting (“Closing”)
to be held at the offices of TIB, or at such other location as may be mutually
agreed upon by TIB and Purchasers, at 10:00 a.m., local time, on the day on
which the Effective Time occurs. At the Closing: (a) TIB
shall deliver certificates evidencing the Shares to Purchasers; (b) the
Purchasers shall pay to TIB, by wire transfer in immediately available United
States funds, the full amount of the Cash Purchase Price; (c) TIB shall deliver
to each Purchaser a Common Stock Warrant in the form of that attached as Exhibit
A and exercisable for one share of Common Stock for each share of Common Stock
purchased at the Closing, subject to adjustment as set forth in such Warrant;
(d) the parties shall enter into a Registration Rights Agreement in the form of
that attached as Exhibit B; (e) the parties shall enter into a Relationship
Agreement in the form of that attached as Exhibit C; and (f) the parties shall
execute and deliver such other documents and certificates as may be required by
this Agreement or otherwise be reasonably necessary to consummate the Share
Purchase.
1.3 Effective
Time. Unless otherwise agreed upon by TIB and Purchasers, the
Share Purchase shall become effective at 4:00 p.m. on March 7,
2008.
1.4 TIB
Directors. From and after the earlier of (a) April 29, 2008,
or (b) 15 days after the Closing, Xxxxxx Xxxxxx and Xxxx Xxxxxxxxx, Xx. shall be
added to the Board of Directors of TIB. Each of Messrs. Xxxxxx and
Xxxxxxxxx will be up for reelection to the Board of Directors of TIB at the
annual meeting of TIB shareholders to be held on April 29, 2008. Xx.
Xxxxxx shall be up for reelection to the class of directors whose term is
expiring at the annual meeting of shareholders in 2009, and Xx. Xxxxxxxxx shall
be up for reelection to the class of directors whose term is expiring at the
annual meeting of shareholders in 2010. Such individuals shall serve
until their successors shall be duly elected and qualified. Each of
Messrs. Xxxxxx and Xxxxxxxxx shall be entitled to receive all benefits and
equity grants provided by TIB to its other outside directors during the periods
during which they are serving as directors of TIB.
1
ARTICLE
TWO
REPRESENTATIONS AND
WARRANTIES OF TIB
TIB hereby represents and warrants to
Purchasers as follows:
2.1 Organization, Standing, and
Power.
(a) TIB
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Florida and has corporate power and authority to carry
on its business as now conducted and to own, lease, and operate its
assets. TIB is a bank holding company duly registered under the Bank
Holding Company Act of 1956, as amended. TIB owns all of the
outstanding shares of TIB Bank and The Bank of Venice (individually, a “Bank”
and, collectively, the “Banks”).
(b) Each
Bank is a state banking corporation duly organized, validly existing, and in
good standing under the laws of the State of Florida and has corporate power and
authority to carry on its business as now conducted and to own, lease, and
operate its assets. Each Bank is duly qualified or licensed to
transact business as a foreign corporation in good standing in the states of the
United States and foreign jurisdictions where the character of its assets or the
nature or conduct of its business requires it to be so qualified or licensed,
except for such jurisdictions in which the failure to be so qualified or
licensed would not have, individually or in the aggregate, a Material Adverse
Effect on such Bank.
2.2 Authority; No Breach by
Agreement.
(a) TIB
has the corporate power and authority necessary to execute, deliver, and perform
its obligations under this Agreement, the Relationship Agreement, the
Registration Rights Agreement, and each of the Common Stock Warrants issued of
even date by TIB to the Purchasers (collectively with the Agreement, the
“Transaction Agreements”) and to consummate the transactions contemplated by the
Transaction Agreements. The execution, delivery, and performance of
the Transaction Agreements and the consummation of the transactions
contemplated thereby have been or will be duly and validly authorized by all
necessary corporate action in respect thereof on the part of
TIB. Each of the Transaction Agreements represents a legal, valid,
and binding obligation of TIB, enforceable against it in accordance with its
terms (except in all cases as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors’ rights generally and except that the availability
of the equitable remedy of specific performance or injunctive relief is subject
to the discretion of the court before which any proceeding may be
brought).
(b) Neither
the execution and delivery of the Transaction Agreements by TIB, nor the
consummation by TIB of the transactions contemplated thereby, nor compliance by
TIB with any of the provisions thereof, will (i) conflict with or result in a
breach of any provision of TIB’s Restated Articles of Incorporation or Bylaws,
or (ii) constitute or result in a default under, or require any consent pursuant
to, or result in the creation of any lien on any of the Shares or any asset of
TIB or the Banks under, any contract or agreement of any of such party which, in
any such case, would result in a Material Adverse Effect, or (iii) violate any
law or order applicable to any of such parties or any of their respective
assets.
(c) Other
consents, filings, or notifications which, if not obtained or made, would not
have, individually or in the aggregate, a Material Adverse Effect on TIB, no
notice to, filing with, or consent of, any public body or authority is necessary
for the consummation by TIB of the Share Purchase and the other transactions
contemplated in the Transaction Agreements.
2
2.3 Capital
Stock.
(a) As
of February 29, 2008, the authorized capital stock of TIB consisted of (i)
40,000,000 shares of TIB Stock, 12,787,649 shares of which are issued and
outstanding as of the date of this Agreement and will be issued and outstanding
at the Effective Time, (and includes 85,163 resticted shares not yet vested) and
(ii) 5,000,000 shares of preferred stock, none of which are issued or
outstanding. All of the issued and outstanding shares of TIB Stock
are duly and validly issued and outstanding and are fully paid and
nonassessable. None of the outstanding shares of TIB Stock has been
issued in violation of (i) any preemptive rights of the current or past
shareholders of TIB, or (ii) to the knowledge of TIB, any applicable laws,
including, without limitation, any relevant federal and state securities
laws.
(b) As
of February 29, 2008, there were 654,939 outstanding options for shares of TIB
Stock (which includes 338,645 options not yet vested), and no other warrants,
scrip, rights to subscribe to, calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into or exchangeable for,
shares of the capital stock of TIB or contracts, commitments, understandings, or
arrangements by which TIB is or may be bound to issue additional shares of its
capital stock or options, warrants, or rights to purchase or acquire any
additional shares of its capital stock, including, without limitation, any
preemptive rights applicable to the issuance of the Shares, the
Warrants or any shares of TIB stock issuable upon exercise of the
Warrants.
2.4 Financial
Statements. The TIB Financial Statements (as of the dates
thereof and for the periods covered thereby) (a) were in accordance with the
books and records of TIB, which are complete and correct and which have been
maintained in accordance with good business practices and all applicable laws
and regulations, and (b) present fairly, in all material respects, the
consolidated financial position of TIB as of the dates indicated and the
consolidated results of operations, changes in shareholders’ equity, and cash
flows of TIB for the periods indicated, in accordance with GAAP.
3
2.5 Absence of Undisclosed
Liabilities. As of the respective dates of TIB Financial
Statements, TIB and its subsidiaries did not have any fixed or contingent
liabilities other than liabilities which were accrued or reserved against in the
balance sheet of TIB included in such TIB Financial Statements or reflected in
the notes thereto.
2.6 Legal
Proceedings. There is no litigation, proceedings, arbitration,
investigations, inquiries, judgments, claims or decrees instituted, asserted, or
pending, or, to the knowledge of TIB, threatened against TIB or either of the
subsidiary Banks, or against any asset, interest, or right of TIB or either of
the subsidiary Banks, nor are there any orders of any Regulatory Authorities,
other governmental authorities, or arbitrators outstanding against Bank, which,
as to the foregoing, either individually or in the aggregate, would have a
Material Adverse Effect.
2.7 Reports. Since
January 1, 2006, TIB and its subsidiaries have filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with the SEC. As of their respective dates, each
of such reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all material respects with all applicable laws
and regulations. As of its respective date, each such report and
document, as subsequently amended prior to the date of this Agreement, did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not
misleading.
2.8 Absence of Material Adverse
Effects. Except as otherwise disclosed to the Purchasers and
except as disclosed in the Company’s Form 8-K filed with the SEC on February 15,
2008, since December 31, 2007, there has not occurred any event that has had, or
is reasonably likely to have, a Material Adverse Effect.
2.9 Valid Issuance of
Shares. When issued in accordance with the terms of this
Agreement or the Warrant, as the case may be, the Shares, the Warrants and the
TIB stock issuable upon exercise of the Warrants shall be validly issued, fully
paid and nonassessable.
ARTICLE
THREE
REPRESENTATIONS AND
WARRANTIES OF PURCHASERS
4
The representations and warranties made by each of the Purchasers in this Article shall be deemed to be made by such Purchasers severally and not jointly.
3.1 Status. Each
of Purchasers is an individual and a citizen of the United
States. Each of Purchasers is an “accredited investor” as such term
is defined in Rule 501 of Regulation D promulgated under the 1933
Act.
3.2 Authority.
(a) Each
of Purchasers has the power and authority necessary to perform his obligations
under this Agreement. This Agreement represents a legal, valid, and
binding obligation of each of Purchasers, enforceable against each such person
in accordance with its terms (except in all cases as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the enforcement of creditors’ rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought).
(b) Neither
the execution or delivery of this Agreement by Purchasers, nor the consummation
by Purchasers of the Share Purchase and the other transactions contemplated
hereby, nor compliance by Purchasers with any of the provisions of this
Agreement, will (i) constitute or result in a default under, or require any
consent pursuant to, or result in the creation of any lien on any asset of
either of Purchasers under, any contract or agreement of either of Purchasers,
or (ii) subject to receipt of the requisite approvals referred to in Section
5.1(a) of this Agreement, violate any law or order applicable to either of
Purchasers or any of their respective assets.
(c) Other
than consents required from Regulatory Authorities, no notice to, filing with,
or consent of, any public body or authority is necessary for the consummation by
Purchasers of the Share Purchase or the other transactions contemplated by this
Agreement.
3.3 Access to
Information. The Purchasers have received or had access to all
information they deemed necessary or appropriate to evaluate the merits and
risks of an investment in the Shares. The Purchasers acknowledge that
the Company has made available to them the opportunity to obtain additional
information to verify the accuracy of the information provided to them and to
evaluate the merits and risks of an investment in the Shares. The
Purchasers further acknowledge that they have had the opportunity to ask
questions of and receive answers from the Company, or a person or persons acting
on behalf of the Company, concerning the Company and such other information
desired by the Purchasers, and the information has been so provided to
them.
3.4 Financial
Capacity. The Purchasers have, and will have at the Effective
Time, sufficient financial resources to permit Purchasers to consummate the
Share Purchase and comply with their other obligations pursuant to this
Agreement. Purchasers shall furnish to TIB, upon written request,
reasonable information confirming the availability of such
resources. Such information shall be subject to the provisions of
Section 4.4 of this Agreement.
3.5 Sophistication. Each
of the Purchasers is aware that an investment in TIB is speculative and subject
to substantial risks. Each Purchaser is capable of bearing the high
degree of economic risks and burdens of an investment in the Shares including,
but not limited to, the possibility of a complete loss and the limited public
market and the restrictions on transferability of the Shares, which may make the
liquidation of an investment in the Shares impossible for an indefinite
period.
5
3.6 Absence of Certain
Matters. During the last five years, none of the Purchasers
has been convicted in any criminal proceeding (excluding traffic violations and
other minor misdemeanors) or been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities or banking laws or
finding any violation with respect to any such laws.
3.7 Purchase for
Investment. The Shares to be purchased by Purchasers in the
Share Purchase are being acquired by Purchasers for their own account and not
with a view to any distribution or resale thereof.
3.8 Right of
Rescission. Each of the Purchasers understands that pursuant
to the provisions of the Florida Securities and Investor Protection Act each
Purchaser has the right to rescind such Purchaser’s purchase of the Shares
within three days after such Purchaser first tendered to TIB payment for the
Shares.
ARTICLE
FOUR
GENERAL
COVENANTS
4.1 Expenses. Each
party to this Agreement shall bear its own expenses (including, but not limited
to, the fees and expenses of its attorneys, accountants, and financial advisors)
in connection with this Agreement and the transactions contemplated
hereby.
4.2 Brokerage
Fees. Each party to this Agreement shall bear any and all
expenses and costs of any broker, finder, investment banker, financial advisor,
or similar person or firm that has been engaged by or on behalf of such
party.
4.3 Press
Releases. TIB, Bank, and Purchasers shall consult with one
another concerning the form and substance of any press release or other public
disclosure of the matters covered by this Agreement, and shall provide to the
other a copy thereof, prior to the release of such material; provided, however,
that this obligation shall not be deemed to prohibit any party from making any
disclosure which it deems necessary in order to fulfill such party’s disclosure
obligations imposed by law and where Xxxxxx Xxxxxx and Xxxx Xxxxxxxxx, Xx., or
their representatives (on behalf of the Purchasers) and the President and Chief
Executive Officer of TIB (on behalf of TIB) have had a reasonable opportunity to
review and comment on such disclosure prior to it release.
4.4 Confidentiality. TIB
and Purchasers shall each maintain the confidentiality of all confidential
information furnished to it or them by any other party hereto concerning the
business, financial, and legal condition of the party furnishing such
information, and shall not use any such information except in furtherance of the
Share Purchase and the other transactions contemplated by this
Agreement. If this Agreement is terminated before the Share Purchase
is consummated, each party hereto shall promptly return all documents and copies
of, and shall promptly destroy any workpapers containing, any confidential
information received from any other party hereto; provided, however, that each
party may retain one copy of confidential information received solely for use in
connection with any legal proceeding arising out of this
Agreement. The provisions of this Section 4.4 shall not be deemed to
supersede or otherwise affect the provisions of any other confidentiality
agreement by or among any of the parties to this
Agreement. Confidential information does not include information
which (i) becomes generally available to the public other than as a result of an
unauthorized disclosure by a party to this Agreement, (ii) was available to a
party to this Agreement on a nonconfidential basis prior to the date of this
Agreement, or (iii) becomes available to a party to this Agreement on a
nonconfidential basis from a source other than a person or entity bound by a
confidentiality agreement precluding such disclosure, or otherwise prohibited
from transmitting the information by a contractual, legal, or fiduciary
obligation. The provisions of this Section 4.4 shall survive the
Closing, but only with respect to information about TIB provided to Purchasers
and information about Purchasers provided to TIB.
6
4.5 Certain Investment
Considerations.
(a) Purchasers
acknowledge that the Shares proposed to be sold to Purchasers hereunder have not
been registered with the SEC or with the securities regulatory authority of any
state, and that TIB has no obligation to file a registration statement or
otherwise to register or qualify any offer for sale or transfer of such Shares,
other than as set forth in the Registration Rights
Agreement. Purchasers further acknowledge that neither the SEC nor
any such state regulatory authority has passed upon the accuracy or adequacy of
the information provided to Purchasers by TIB in connection with the Share
Purchase, nor has the SEC or any state regulatory authority made any
recommendation or endorsement regarding the merits of any investment in the
Shares.
(b) Purchasers
understand and acknowledge that the certificates representing the Shares sold to
Purchasers in the Share Purchase will be subject to restrictions on transfer and
will bear a legend to the following effect unless otherwise agreed by Bank and
the holder thereof:
THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
THE SECURITIES LAWS OF FLORIDA OR ANY OTHER STATE. THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE OR OTHER
DISPOSITION, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 AND UNDER THE SECURITIES LAWS OF FLORIDA AND ANY OTHER
APPLICABLE STATE OR THE AVAILABILITY OF AN EXEMPTION THEREFROM.
7
ARTICLE
FIVE
MISCELLANEOUS
Certain
Definitions. Except as otherwise provided herein, the
capitalized terms set forth below (in their singular and plural forms as
applicable) shall have the following meanings:
“Effective Time” shall
mean the date and time at which the Share Purchase becomes effective as defined
in Section 1.3 of this Agreement.
“Federal Reserve”
shall mean the Board of Governors of the Federal Reserve System.
“GAAP” shall mean
generally accepted accounting principles, consistently applied during the
periods involved.
“Material” for
purposes of this Agreement shall be determined in light of the facts and
circumstances of the matter in question; provided that any specific monetary
amount stated in this Agreement shall determine materiality in that
instance.
“Material Adverse
Effect” on TIB shall mean an event, change or occurrence that has a
material adverse impact on (i) the financial position, results of operations or
business of TIB and its subsidiaries, taken as a whole, or (ii) the ability of
TIB to perform its obligations under the Transaction Agreements; provided that “Material
Adverse Effect” shall not be deemed to include the impact of (x) changes in
banking and similar laws of general applicability or interpretations thereof by
courts of governmental authorities, (y) changes in generally accepted accounting
principles or regulatory accounting principles generally applicable to banks and
their holding companies, and (z) the Closing or the announcement of the signing
of the Transaction Agreements on the operating performance of TIB and its
subsidiaries.
“1933 Act” shall mean
the Securities Act of 1933, as amended.
“Regulatory
Authorities” shall mean, collectively, the United States Department of
Justice, the Federal Reserve, the FDIC, and the Florida Department of Banking
and Finance.
“SEC” shall mean the
Securities and Exchange Commission.
“Subsidiaries” shall
mean all those corporations, banks, associations, or other entities of which the
entity in question owns or controls 50% or more of the outstanding equity
securities either directly or through an unbroken chain of entities as to each
of which 50% or more of the outstanding equity securities is owned directly or
indirectly by its parent; provided, however, there shall not be included any
such entity acquired through foreclosure or any such entity the equity
securities of which are owned or controlled in a fiduciary
capacity.
“TIB Companies” shall
mean, collectively, TIB and all of its Subsidiaries, including the
Banks.
“TIB Financial
Statements” shall mean the consolidated balance sheets (including related
notes and schedules, if any) of TIB and the related statements of income,
changes in shareholders’ equity, and cash flows (including related notes and
schedules, if any), which were included in the Form 8-K filed by TIB
with the SEC on February 15, 2008; the Form 10-Qs filed by TIB with the SEC for
the calendar quarters ending March 31, 2007, June 30, 2007, and September 30,
2007; and the Form 10-K filed by TIB with the SEC for the year ending December
31, 2006.
“TIB Stock” shall mean
the $.10 par value common stock of TIB.
8
5.1 Entire
Agreement. Except as otherwise expressly provided herein, this
Agreement (including the documents and instruments referred to herein)
constitutes the entire agreement among the parties with respect to the
transactions contemplated hereby and supersedes all prior arrangements or
understandings with respect thereto, written or oral (except for any
confidentiality agreement referred to in Section 4.4 of this
Agreement). Nothing in this Agreement, expressed or implied, is
intended to, or shall, confer upon any person, other than the parties hereto or
their respective successors, any rights, remedies, obligations, or liabilities
under or by reason of this Agreement.
5.2 Survival of Representations
and Warranties. The representations and warranties contained
in Article Two of this Agreement shall survive for a period of one year
following the Effective Time and shall thereafter terminate and be
extinguished. The representations and warranties contained in Article
Three of this Agreement shall survive for a period of one year following the
Effective Time and shall thereafter terminate and be
extinguished. The provisions of this Section 5.2 shall survive the
Closing and the Effective Time.
5.3 Amendments. To
the extent permitted by law, this Agreement may be amended by a subsequent
writing signed by each of the parties.
5.4 Assignment. Neither
this Agreement nor any of the rights, interests, or obligations hereunder shall
be assigned by any party hereto (whether by operation of law or otherwise)
without the prior written consent of the other party hereto. Subject
to the immediately preceding sentence, this Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the parties hereto and their
respective successors and assigns.
5.5 Notices. All
notices and other communications which are required or permitted to be delivered
hereunder to a party to this Agreement shall be in writing and sufficient if
delivered by hand, by facsimile transmission, by registered or certified return
receipt mail, postage pre-paid, or by courier or overnight carrier, to such
party at its address set forth below (or at such other address as may be
provided by such party pursuant to like notice to the other parties hereunder),
and shall be deemed to have been delivered as of the date so
received:
| TIB: |
000
0xx
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxx 00000-0000
Facsimile
Number: (000) 000-0000
Attn: Xxxxxx
X. Xxxx, President and Chief Executive Officer
|
|
| Purchasers: | to such addresses as are on the stock record books of TIB, or such other address as the Purchasers provide through written notice to TIB |
9
5.6 Governing Law; Venue;
Prevailing Party. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to
any applicable conflicts of laws, except to the extent that the federal laws of
the United States may apply to the Share Purchase. The sole and
exclusive venue for any action arising out of this Agreement shall be a state or
federal court situated in Xxxxxxx County, Florida, and the parties agree to the
personal jurisdiction of such courts. If any legal action or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any
provision of this Agreement, the successful or prevailing party shall be
entitled to recover from the other party the reasonable attorneys’ fees, court
costs and expenses, incurred in that action or proceeding, in addition to any
other relief to which such party may be entitled.
5.7 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
5.8 Captions. The
captions contained in this Agreement are for reference purposes only and are not
part of this Agreement.
IN WITNESS WHEREOF, each of the parties
has executed this Agreement as of the day and year first above
written.
| TIB FINANCIAL CORP. | |||
|
|
By:
|
||
| Xxxxxx X. Xxxx | |||
| President and Chief Executive Officer | |||
PURCHASERS:
_____________________
_____________________
_____________________
_____________________
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_____________________
_____________________
_____________________
_____________________
_____________________
_____________________
_____________________
_____________________
_____________________
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