Exhibit 10.2
JOINDER TO STOCK PURCHASE
AGREEMENT
This Joinder to Stock
Purchase Agreement (this “ Joinder ”) is
made and entered into as of May 22, 2009 (the “
Effective Date ”), by and among The Colonial
BancGroup, Inc., a Delaware corporation (the “ Company
”), Taylor, Bean & Whitaker Mortgage Corp., a
Florida corporation (“ TBW ”), and the Purchaser
identified on the signature page hereof (the “ Joined
Purchaser ”).
W
I T
N E S S E T H
:
WHEREAS , the Company and TBW executed and delivered
that certain Stock Purchase Agreement, dated as of March 31,
2009, as amended by that certain First Amendment to Stock Purchase
Agreement dated as of April 30, 2009, and as further amended
by that certain Second Amendment to Stock Purchase Agreement dated
as of the date hereof (as so amended, the “ Purchase
Agreement ”);
WHEREAS , the Purchase Agreement contemplates that
additional Purchasers will join and agree to become bound by the
Purchase Agreement; and
WHEREAS , the Joined Purchaser now wishes to join and
agree to become bound by covenants, terms and conditions of the
Purchase Agreement as a Purchaser thereunder.
NOW, THEREFORE
, in consideration of the foregoing
recitals and the mutual promises, representations, warranties,
covenants and agreements set forth herein, the parties hereto agree
as follows:
Section 12.
Definitions . Unless defined herein, all capitalized terms
used in this Joinder have the meanings ascribed to such terms in
the Purchase Agreement.
Section 13. Joinder of
Joinder Purchaser to the Purchase Agreement .
The Joined Purchaser hereby
acknowledges, agrees and confirms that, by its execution of this
Joinder, the Joined Purchaser shall be deemed to be a party to the
Purchase Agreement as a “Purchaser,” effective as of
the Effective Date, and shall have all of the obligations of a
Purchaser thereunder as if it had executed the Purchase Agreement.
Effective as of the Effective Date, the Joined Purchaser hereby
ratifies and agrees to be bound as a “Purchaser” by,
all of the terms, provisions and conditions contained in the
Purchase Agreement and any other agreements executed in connection
therewith.
Section 14.
Acknowledgement of Joined Purchaser .
The Joined Purchaser acknowledges
receipt of a copy of the Purchase Agreement. The Joined Purchaser
acknowledges that the undersigned has read such Purchase Agreement
and understands that by signing this Joinder, the Joined Purchaser
shall thereby assume all of the duties and obligations, and make
the representations and warranties, of a Purchaser under the
Purchase Agreement.
Section 15. Consent of
the Company and TBW . Each of the Company and TBW hereby consents to
the terms of this Joinder and agrees to take such actions as may be
required to affect, consummate, confirm or evidence the provisions
of this Joinder.
Section 16. Future
References . All
future references to the Purchase Agreement shall be deemed to
refer to the Purchase Agreement as amended hereby.
Section 17. No Other
Changes . Except as
expressly amended and modified herein, all terms, covenants and
provisions of the Purchase Agreement shall remain unaltered and in
full force and effect, and the parties hereto expressly ratify and
confirm the Purchase Agreement as modified herein.
Section 18. Entire
Agreement . This
Joinder constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof,
and no party shall be liable or bound to any other party in any
manner by any warranties, representations or covenants except as
specifically set forth herein or therein.
Section 19.
Counterparts . This Joinder may be executed in any number of
counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of
whic
