EXHIBIT 99.2
AGREEMENT
This agreement is entered into as of this 26th day of July, 2005, by
and between Xxxx X. Xxx Xxxxxx, Xxxxx X. Xxx Xxxxxx, Xxxxxxx X. Xxx Xxxxxx and
Xxx Xxxxxx Holdings, LLC, a Michigan limited liability company ("LLC")
(collectively, the "Stockholders") and Royal Securities Co., a Michigan
corporation ("Broker").
RECITALS:
The Stockholders, collectively, are the beneficial owners of 272,696.75
shares of common stock (the "Subject Shares") of O.A.K. Financial Corporation
(the "Issuer").
The Stockholders desire to liquidate their shares in the manner and on
the terms set forth in this agreement.
The Broker is a registered broker with the United States Securities and
Exchange Commission (the "Commission"), the State of Michigan (the "State") and
the National Association of Securities Dealers, Inc. ("NASD") (collectively, the
"regulatory authorities").
The Broker desires to assist the Stockholders in the disposition of
their shares on the terms set forth in this agreement.
AGREEMENT:
In consideration of the forgoing recitals and the parties' respective
rights and obligations hereunder, the parties agree as follows:
1. The Stockholders hereby engage the Broker on an exclusive basis for
the term of this agreement to sell all, but not less than all, of the Subject
Shares and all other shares beneficially owned by the Stockholders during the
term hereof (all of which shall be considered Subject Shares) in an Eligible
Transaction (as defined below). For purposes of this agreement, beneficial
ownership shall have the meaning given to such term in Rule 13d-3 promulgated by
the Commission under the Securities Exchange Act of 1934 (the "1934 Act") (i.e.,
based upon voting and dispositive power with respect to shares of stock).
2. For purposes of this agreement, an "Eligible Transaction" shall be a
transaction in which the Subject Shares are sold for Eligible Stock (as defined
herein), or a combination of cash and Eligible Stock, and which satisfies each
of the following conditions (unless otherwise approved in writing by the
Stockholders, in which case such transaction as so approved shall be an Eligible
Transaction):
o The total value of the consideration received by the
Stockholders will be no less than $58 per share (based upon
2,034,691 shares outstanding, and adjusted on a proportionate
basis for changes in the number of shares outstanding from
time to time), and shall be no less than the highest per share
consideration payable to any other holder of Issuer stock in
the Eligible Transaction.
o At least 95% of the consideration will be Eligible Stock, and
all consideration will be paid at closing of the transaction.
o The Stockholders (and all other beneficial owners of the
Subject Shares) will not be required to recognize any gain or
loss for Federal tax purposes due to the receipt of Eligible
Stock.
o Neither the Stockholders nor any other beneficial owners of
the Subject Shares shall have any obligation or liability to
the buyer other than the obligation to effectuate the transfer
of the Subject Shares upon closing of the transaction.
3. For purposes of this agreement, "Eligible Stock" shall mean shares
of common stock of a corporation that satisfies the following: (i) the
corporation's common stock, as a class, is registered with the Commission under
Xxxxxxx 00(x) xx xxx 0000 Xxx, (xx) the corporation's common stock, as a class,
is registered for trading on the New York Stock Exchange or the NASDAQ National
Market, and (iii) the average weekly reported volume of trading in the
corporation's securities on the NYSE or the NASDAQ National Market during the
four calendar weeks preceding an agreement to sell the Subject Shares is greater
than the number of shares of stock to be received by the Stockholders in the
transaction.
4. Upon consummation of an Eligible Transaction (regardless of whether
the buyer was introduced by the Broker or not), the Stockholders shall pay to
the Broker for his services hereunder an amount equal to $0.25 per share of
Subject Stock sold in the Eligible Transaction, provided if the Stockholders
approve of an Eligible Transaction at a price below $58 per share (as adjusted
based in a change in the number of outstanding shares), then the amount owing to
the Broker upon consummation of such Eligible Transaction shall be $0.20 per
share of Subject Stock sold in that Eligible Transaction. The compensation set
forth herein shall be payable to the Broker only if the Eligible Transaction is
consummated on or before the last day of the fourth month following the
expiration of this agreement. No compensation will be payable to the Broker
hereunder with respect to any transaction consummated after the fourth month
following the expiration of this agreement.
5. The term of this agreement shall be four months from the date set
forth above, and shall automatically renew for an additional four months if
before such date the Broker delivers to the Stockholders a bona fide, written
expression of interest in an Eligible Transaction signed by a potential buyer of
the Subject Shares.
6. The Stockholders shall not sell, transfer, pledge or otherwise
dispose of any of the Subject Shares during the term of this agreement. The
Stockholders preserve the exclusive right to vote the Subject Shares, and hereby
agree to vote them in favor of an Eligible Transaction, if a vote is required.
7. The Stockholders shall indemnify the Broker from and against all
losses and liabilities arising as a direct result of the Broker's actions as a
broker on their behalf under this agreement, unless any losses or liabilities
are attributable to the Broker's failure to comply with any terms of the
agreement or any laws, regulations or rules applicable to the Broker's actions
hereunder, or are attributable to the Broker's gross negligence or willful
misconduct. This indemnity shall not extend to Broker's costs of complying with,
or costs or liabilities arising out of noncompliance with, investigations or
procedures undertaken by or on behalf of any regulatory authority.
8. The Stockholders and the Broker acknowledge that the execution and
delivery of this agreement requires each of them to file a Schedule 13D (or to
amend an existing filing) with the Commission, promptly following execution of
this agreement (but not later than ten days
following execution of this agreement). The Stockholders and the Broker agree to
cooperate with each other in making those filings or amendments. Each party
shall pay its own costs related to those filings. The Stockholders and the
Broker acknowledge and agree that they shall not vote or direct the voting of
the Subject Shares, or acquire an additional beneficial ownership interest in
any equity security of the Issuer, for a period commencing with the date of this
agreement and ending ten days after the date on which their respective Schedule
13D is filed or amended.
/s/ Xxxxxxx X. Xxx Xxxxxx
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Xxxxxxx X. Xxx Xxxxxx, individually and as trustee
/s/ Xxxx X. Xxx Xxxxxx
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Xxxx X. Xxx Xxxxxx, individually and as
custodian of UGMA for Xxxxxx Xxx Xxxxxx
/s/ Xxxxx X. Xxx Xxxxxx
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Xxxxx X. Xxx Xxxxxx, individually
VAN SINGEL HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxx Xxxxxx
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Xxxxxxx X. Xxx Xxxxxx, a member
ROYAL SECURITIES CO
By: /s/ Xxxxxxx X. X. Xxxxxxx
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Xxxxxxx X. X. Xxxxxxx, Authorized
Representative
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, General Manager
