Exhibit
10.1
STOCK PURCHASE
AGREEMENT
This STOCK PURCHASE AGREEMENT (this
“Agreement”), made this 27 th day of March,
2009 by and between Middleburg Financial Corporation (the
“Corporation”) and David L. Sokol (the
“Purchaser”), provides as follows:
W I T N E S S E T H:
NOW, THEREFORE, in consideration of
the covenants and agreements herein set forth, the sufficiency and
receipt of which is hereby acknowledged, and in reliance on the
representations and warranties contained herein, the parties agree
as follows:
1.
Sale of the Shares . In accordance with the terms and
conditions of this Agreement, the Corporation hereby agrees to sell
to the Purchaser and the Purchaser hereby agrees to purchase from
the Corporation 454,545 shares of the Corporation's Common Stock
(the “Shares”), as follows:
(a) At
the first closing, which shall occur on March 31, 2009 (the
“First Closing”), the Corporation hereby agrees to sell
to the Purchaser, and the Purchaser hereby agrees to purchase from
the Corporation, 196,000 Shares (the “First Closing
Shares”).
(b) At
the second closing, which shall occur within two (2) business days
of the satisfaction of the conditions set forth in Section 5(b)
hereof, (the “Second Closing”), the Corporation hereby
agrees to sell to the Purchaser, and the Purchaser hereby agrees to
purchase from the Corporation, 258,545 Shares (the “Second
Closing Shares”).
2.
Purchase Price . The aggregate purchase price for the Shares
shall be Five Million and no/100 Dollars ($5,000,000.00) of which
Two Million One Hundred Fifty Six Thousand and no/100 Dollars
($2,156,000.00) shall be paid by the Purchaser to the Corporation
at the First Closing for the First Closing Shares and Two Million
Eight Hundred Forty Four Thousand and no/100 Dollars
($2,844,000.00) shall be paid by the Purchaser to the Corporation
at the Second Closing for the Second Closing Shares. Following the
First Closing, the Corporation shall cause a share certificate,
bearing a legend regarding the restrictions on transfer dictated by
state law and the securities laws of the United States, to be duly
issued and delivered to the Purchaser for the First Closing Shares.
Following the Second Closing, the Corporation shall cause a share
certificate, bearing a legend regarding the restrictions on
transfer dictated by state law and the securities laws of the
United States, to be duly issued and delivered to the Purchaser for
the Second Closing Shares.
3.
Representations and Warranties of the Corporation . The
Corporation hereby represents and warrants to the Purchaser as of
the date of this Agreement as follows:
(a)
The Corporation has been duly
incorporated, is validly existing and in good standing under the
laws of the Commonwealth of Virginia.
(b)
The Corporation is authorized to
issue the Shares and, upon the issuance of the Shares pursuant to
the terms of this Agreement, the Shares will be validly issued,
fully paid and non-assessable.
(c)
The execution, delivery and
performance by the Corporation of this Agreement is within the
corporate authority of the Corporation and has been duly authorized
by all necessary corporation action on the part of the Corporation;
and neither the execution and delivery by the Corporation nor the
consummation by the Corporation of the transactions contemplated in
this Agreement nor compliance by the Corporation with the
provisions of this Agreement will conflict with or result in a
breach of any of the provisions of the Articles of Incorporation or
Bylaws of the Corporation.
4.
Representations and Warranties of the Purchaser . The
Purchaser hereby represents and warrants to the Corporation as of
the date of this Agreement as follows:
(a) The
Purchaser confirms that no representations or warranties have been
made to the Purchaser other than those contained in this Agreement,
and that the Purchaser has not relied upon any representation or
warranty not contained in this Agreement.
(b) The
Purchaser is an “accredited investor” as such term is
defined in Regulation D promulgated under the Securities Act of
1933, as amended (the “1933 Act”), has the ability to
bear the risks of an investment in the Corporation for an
indefinite period and is suitable to be an investor in a private
offering.
(c) The
Corporation has answered all inquiries raised by the Purchaser or
its representatives. The Purchaser has had access to all additional
information necessary to verify the accuracy of the information set
forth in the Corporation’s filings with the Securities and
Exchange Commission (the “SEC”) and the Purchaser has
taken all the steps necessary to evaluate the merits and risks of
an investment as proposed hereby. No person or other entity other
than the Corporation or its authorized representatives has offered
the Shares to the Purchaser.
(d) The
offer to sell the Shares was directly communicated to the Purchaser
in such a manner that the undersigned was able to ask questions of
and receive answers from the Corporation concerning the terms and
conditions of the purchase of the Shares. At no time was the
Purchaser presented with or solicited by or through any leaflet,
public promotional meeting, television advertisement or any other
form of general solicitation or general advertising.
(e) The
Purchaser understands (i) that the Shares to be purchased hereby
have not been registered under the 1933 Act and are being offered
in reliance upon an exemption therefrom for a non-public offering
and that the Corporation’s reliance on such exemption is
based in part upon the representations, warranties and agreements
of the Purchaser cont
