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EXHIBIT 4.4
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”).
RECITALS
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:
ARTICLE I
DEFINITIONS
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.
ARTICLE II
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
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