AGREEMENT
THIS AGREEMENT ("Agreement"), is made and entered into as of the ___
day of February, 1998, by and between REPUBLIC BANKING CORPORATION OF FLORIDA, a
Florida corporation (the "Company"), and _______________________ (the "Selling
Shareholders").
RECITALS
A. The Company has filed a Registration Statement on Form S-1 (File No.
333-41301) with the Securities and Exchange Commission (herein, together with
all amendments, schedules and exhibits thereto, referred to as the "Registration
Statement") with respect to the offer and sale of shares of its Common Stock.
B. The Selling Shareholders have requested that certain shares owned by
them be included in the Registration Statement.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the Company and the Selling Shareholders agree as
follows:
SECTION 1. INDEMNIFICATION. The Company shall indemnify and hold harmless each
Selling Shareholder from and against any and all losses, claims, damages and
liabilities incurred or arising out of any untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto) or included
in any preliminary Propestus (or any amendment or supplement thereto) or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or alleged untrue statement or omisssion or alleged
omission in information furnished or required to be furnished to the Company by
each Selling Shareholder expressly for use therein.
SECTION 2. MISCELLANEOUS.
2.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties and supersedes all prior understandings, whether
written or oral, between the parties with respect to the subject matter of this
Agreement.
2.2 APPLICABLE LAW. This Agreement shall be governed by and construed
under the laws of the State of Florida.
2.3 EXECUTION IN COUNTERPARTS. This Agreement and any amendment may be
executed simultaneously or in two or more counterparts, each of which together
shall constitute one and the same instrument.
2.4 AMENDMENT. No amendment, modification or alteration of the terms of
this Agreement shall be binding unless in writing, dated subsequent to the date
of this Agreement, and executed by the parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
ADDRESS: THE COMPANY:
Republic Banking Corporation of Florida REPUBLIC BANKING CORPORATION OF
0000 Xxxxx xx Xxxx Xxxxxxxxx XXXXXXX
Xxxxx Xxxxxx, Xxxxxxx 00000
By: ________________________________
Name:
Title:
ADDRESS: THE SELLING SHAREHOLDERS:
_______________________________
