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EXHIBIT 10.9
CONVERSION AGREEMENT
__________, 1998
First Coastal Bancshares
000 Xxxx Xxxxxx
Xx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned, the holder of ________ shares of Series A 10% Cumulative
Convertible Preferred Stock, without par value (the "Series A Preferred
Stock"), of First Coastal Bancshares (the "Company"), hereby confirms his
intention to convert such shares on accordance with their terms into shares of
common stock, without par value, of the Company.
The undersigned agrees to convert all such shares of Series A Preferred
Stock into the Company's common stock no later than the Effective Time of the
Merger, as defined in the Agreement and Plan of Reorganization by and among the
Company, First Coastal Bank, N.A. and American Independent Bank, N.A., and is
conditioned upon the consummation of such merger. Nevertheless, the undersigned
reserves its right to convert its shares of Series A Preferred Stock, at its
option, if such condition is not met.
The undersigned represents that it has valid title or authority to convert
such shares of Series A Preferred Stock, and the Company represents that upon
the valid surrender of the Series A Preferred Stock for conversion in
accordance with its terms, the shares of common stock shall be duly authorized,
validly issued, fully paid and non-assessable.
The undersigned acknowledges that he has been informed of the Company's
intention to call the Series A Preferred Stock for redemption on or prior to
March 31, 1999. The undersigned further acknowledges that, as a shareholder of
the Company and a member of California Community LLC, the Company's largest
shareholder, the undersigned wishes to enter into this agreement in order to
assist the Company in its acquisition of American Independent Bank and its
offering of the units. The undersigned understands that the Company will be
relying upon this agreement in connection with the preparation of a
registration statement filed with the Securities and Exchange Commission
relating to the offering and sale of units consisting of common stock and trust
preferred securities.
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Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and the undersigned.
Very truly yours,
_____________________________________
Name:
Agreed and Accepted:
FIRST COASTAL BANCSHARES
By: ________________________________
Xxx X. Xxxxxxxx
Chief Executive Officer
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