STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is made as of this 29th day of January, 2008 between Belvedere SoCal, a California corporation and registered bank holding company (the “Company”) and Belvedere Capital Fund II L.P., a Delaware limited partnership (“Purchaser”).
WHEREAS the Company is the issuer of no par common shares (the “Shares”) which are quoted on the OTC Bulletin Board and regarding which the Company files certain reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended;
WHEREAS the Company is preparing to issue up to $22 million of additional authorized but unissued Shares (the “Subject Shares”), and is willing and able to do so for the consideration and on the terms set forth herein;
WHEREAS the Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated by the Securities and Exchange Commission;
WHEREAS the Purchaser is the principal owner of the Company and is familiar with its business prospects, and is willing and able to make an investment in the Subject Shares at the price and on the terms set forth herein;
WHEREAS the proceeds from the sale of the Subject Shares will be used to fund the cash purchase price to be paid by the Company in its acquisition of Spectrum Bank, Irvine, California (the “Acquisition”); and
WHEREAS Purchaser has provided significant assistance to the Company in connection with the structuring, formulation, analysis and negotiation of the Acquisition.
NOW, THEREFORE, in consideration of the foregoing, the covenants and consideration set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereby agree as follows:
When used in this Agreement with capitalized initials, unless the context clearly requires a different meaning, each of the following terms shall be given the meaning ascribed to it in this article, as follows:
“Acquisition” shall have the meaning given such term in the recitals.
“Act” means the Securities Act of 1933, as amended.
“Business Day” means a day other than Saturday or Sunday when all or substantially all banks in California are open for business. The term shall exclude (1) every legal holiday established as such by the laws of the United States or the State of California, and (2) any other day on which banking institutions in San Francisco are authorized or obligated by law or by federal order to close.
“Closing” means the consummation of the transaction contemplated by this Agreement, as set forth in Section 2.2.
“Closing Date” means the date on which the Closing occurs, determined pursuant to Section 2.2.
“Company” shall have the meaning given such term in the first paragraph of this Agreement.
“Governmental Entity” means any court or tribunal in any jurisdiction or any United States federal, state, district, domestic, or other administrative agency, department, commission, board, bureau or other governmental authority or instrumentality.
“Law” means any statute or law or any judgment, decree, injunction, order, regulation or rule of any Governmental Entity.
A “party” shall mean the Company or the Purchaser.
“Per Share Purchase Price” shall have the meaning given such term in Section 2.1.
“Person” means any natural person, corporation, trust, association, unincorporated body, partnership, joint venture, Governmental Entity, statutorily or regulatory sanctioned entity or any other person or organization which may be given standing as a person in any court located in the United States of America.
“Purchaser” shall have the meaning given such term in the first paragraph of this Agreement.
“SEC” means the United States Securities and Exchange Commission.
“Shares” shall have the meaning given such term in the recitals.
“Subject Shares” shall have the meaning given such term in the recitals.
PURCHASE AND SALE OF SHARES; TRANSACTION FEE
Section 2.1. Purchase and Sale of Shares . Upon and subject to all the terms and conditions of this Agreement, the Company agrees to sell, and the Purchaser agrees to purchase, at the Per Share Purchase Price, a number of Shares equal to 22 million divided by the Per Share Purchase Price. The Per Share Purchase Price shall be equal to the average of the daily closing bid prices of a Share as reported on the OTC Bulletin Board during the 5 consecutive trading sessions prior to the Closing (as defined below), whether or not trades occurred on those days.
Section 2.2. Closing . The closing of this transaction (the “Closing”) shall take place at the offices of the Company, One Maritime Plaza, Suite 825, San Francisco, California, simultaneously with the closing of the Acquisition (“Closing Date”).
Section 2.3. Delivery and Payment . At the Closing, the Company shall deliver to the Purchaser a certificate or certificates, in such reasonable denominations as the Purchaser may have designated, and registered in the name of the Purchaser, representing the number of Subject Shares the Purchaser is acquiring in the transaction. At the same time and place, the Purchaser shall deliver $22 million by wire transfer of immediately available funds to an account designated by the Company.
Section 2.4. Restricted Securities . Purchaser understands that the Subject Shares have not been registered with the SEC pursuant to the Act and therefore have the status of “restricted securities,” which may not be sold or otherwise disposed of unless such sale or disposition has been registered with the SEC or is exempt from the registration requirement. Purchaser shall not sell or otherwise dispose of the Subject Shares without such registration or exemption, and until such time as the Subject Shares have been registered with the SEC, the Company shall direct its Secretary and transfer agent to refuse to transfer any of the Subject Shares on the records of the Company without receiving evidence reasonably satisfactory to the Company that such transfer is exempt from the registration requirement. All certificates representing the Subject Shares, whether upon original issuance or upon transfer (as, if and when permitted hereby and by applicable Law) shall be endorsed with a legend giving notice of the transfer restriction to prospective purchasers, in form as follows:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Section 2.5. Transac