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Exhibit 2.2
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of November 14, 2006 (this
" Agreement "), by and among CenterState Banks of Florida,
Inc., a Florida corporation (" CBF ") and each of the
stockholders of Valrico Bancorp, Inc., a Florida corporation ("
VBI "), whose names appear on the signature pages hereto
(each, a " Stockholder " and, together, the "
Stockholders ").
WHEREAS, concurrently with the execution and delivery of this
Agreement, CBF and VBI are entering into an Agreement and Plan of
Merger (the " Merger Agreement "), pursuant to which (and on
the terms and subject to the conditions set forth in therein),
among other things, VBI will be acquired by CBF pursuant to a
merger transaction (the " Merger ") as described in the
Merger Agreement and each issued and outstanding share of common
stock of VBI (the " Common Stock ") will be converted into
the right to receive the consideration provided for in the Merger
Agreement;
WHEREAS, as of the date hereof, each Stockholder is the
Beneficial Owner (defined below) of such number of shares of Common
Stock as is set forth opposite such Stockholder’s name on
Annex A hereto, and the Stockholders collectively are the
Beneficial Owners and record owners of, and have the sole right to
vote and dispose of, an aggregate of shares of Common Stock set
forth on Annex A (the " Covered Shares " and together with
any shares of Common Stock of which any Stockholder acquires
Beneficial Ownership after the date hereof and prior to the
termination hereof, whether upon purchase or otherwise, are
collectively referred to herein as the " Covered Shares ");
and
WHEREAS, as an inducement and condition to entering into the
Merger Agreement, CBF has required that the Stockholders agree, and
the Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements set forth herein, the parties
hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
Section 1.01 Agreement to Vote .
(a) Each Stockholder undertakes that, prior to any termination
in accordance with Section 4.01 hereof, at such time as VBI
conducts a meeting of, or otherwise seeks a vote or consent of, its
stockholders in connection with the approval and adoption of the
Merger Agreement and the Merger (any such meeting or any
adjournment thereof, or such consent process, the " VBI
Stockholders Meeting "), such Stockholder shall, and shall
cause its Affiliates to, vote or provide a consent with respect to
all Covered Shares Beneficially Owned by such Stockholder or its
Affiliates, as the case may be, and over which such Stockholder or
one of its Affiliates has voting power, in favor of the Merger
Agreement and the Merger and each of the other actions contemplated
by the Merger Agreement and this Agreement and actions required in
furtherance thereof and hereof.
(b) Each Stockholder shall and shall cause its
Affiliates to, at any meeting of stockholders and in connection
with any consent solicitation, vote all Covered Shares Beneficially
Owned by such Stockholder or its Affiliates, as the case may be,
and over which such Stockholder or one of its Affiliates has voting
power, against, and not provide consents to, (i) any and all
Acquisition Proposals other than the Merger Agreement and the
Merger, (ii) any extraordinary dividend or distribution by
VBI, (iii) any and all actions that are reasonably likely to
delay, prevent or frustrate the transactions contemplated by the
Merger Agreement or this Agreement or the satisfaction of any of
the conditions set forth in Article 9 of the Merger Agreement and
(iv) any and all actions that would result in a breach in any
respect of any covenant, representation or warranty or any other
obligation or agreement of VBI under the Merger
Agreement.
(c) Without limiting the foregoing, it is understood that the
obligations under this Section 1.01 shall not be affected by
any recommendation of the board of directors of VBI as to the
Merger at the time of any such meeting or consent solicitation.
Section 1.02 Defined Terms . Capitalized terms not
otherwise defined in this Agreement shall have the meanings given
to such terms in the Merger Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
STOCKHOLDERS
Each Stockholder, severally and not jointly, represents and
warrants to CBF as follows:
Section 2.01 Authority; Authorization .
(a) Such Stockholder has all requisite power and authority to
execute and deliver this Agreement and perform such
Stockholder’s obligations hereunder. If such Stockholder is
not an individual, the execution, delivery and performance of this
Agreement by such Stockholder and the consummation by such
Stockholder of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Stockholder
and no further proceedings or actions on the part of such
Stockholder are necessary to authorize the execution, delivery or
performance of this Agreement or the consummation of the
transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and
delivered by such Stockholder and, assuming the authorization,
execution and delivery of this Agreement by CBF and each other
Stockholder party hereto, constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms.
(c) If such Stockholder is married and the Covered Shares set
forth on Annex A hereto opposite such Stockholder’s
name constitute community property under applicable laws, this
Agreement has been duly authorized, executed and delivered by, and
constitutes the valid and binding agreement of, such
Stockholder’s spouse. If this Agreement is being executed in
a representative or fiduciary capacity, the Person signing this
Agreement has full power and authority to enter into and perform
this Agreement
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Section 2.02 Ownership of Securities
.
(a) Such Stockholder is the record and Beneficial Owner of the
Covered Shares set forth opposite such Stockholder’s name on
Annex A hereto, and such Stockholder has good and marketable
title (which may include holding in nominee or "street name") to
all such Covered Shares, free and clear of any Lien, except as
noted on Annex A next to such Stockholders’ name, and any
other restriction (including any restriction on the right to vote
or otherwise dispose of the Covered Shares) other than as created
by this Agreement.
(b) Except for the Covered Shares set forth beside such
Stockholder’s name on Annex A hereto, such Stockholder
does not Beneficially Own any (i) shares of the capital stock
of VBI, (ii) securities of VBI convertible into or
exchangeable for shares of the capital stock of VBI or
(iii) except as noted on Annex A next to such
Stockholder’s name, options or other rights to acquire from
VBI any capital stock, voting securities or securities convertible
into or exchangeable for capital stock or voting securities of
VBI.
(c) For the purposes of this Agreement, the following terms
shall have the meanings assigned below:
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(i) " Beneficially Owned " or " Beneficial
Ownership " has the meaning given to such term in Rule 13d-3
under the Exchange Act (disregarding the phrase "within 60 days" in
paragraph (d)(1)(i) thereof). Without limiting the generality of
the foregoing, a person shall be deemed to be the Beneficial Owner
of shares (A) which such person or any of its Affiliates or
associates (as such term is defined in Rule 12b-2 under the
Exchange Act) beneficially owns, directly or indirectly,
(B) which such person or any of its Affiliates or associates
(as such term is defined in Rule 12b-2 of the Exchange Act) has,
directly or indirectly, (1) the right to acquire (whether such
right is exercisable immediately or subject only to the passage of
time), pursuant to any agreement, arrangement or understanding or
upon the exercise of consideration rights, exchange rights,
warrants, options or otherwise, or (2) the right to vote
pursuant to any agreement, arrangement or understanding or
(C) which are beneficially owned, directly or indirectly, by
any other persons with whom such person or any of its Affiliates or
associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of such
shares.
(ii) " Beneficial Owner " means, with respect to any
securities, a Person who has Beneficial Ownership of such
securities.
Section 2.03 Non-Contravention .
(a) The execution and delivery of this Agreement by such
Stockholder does not and the performance of this Agreement by such
Stockholder will not (i) violate, conflict with, or result in
the breach of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or
result in the termination of, or accelerate the performance
required by, or result in a right of termination or acceleration
under, (A) any note,
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bond, mortgage, indenture, lease, license,
contract, agreement or other instrument or obligation to which such
Stockholder or any of its Affiliates is a party or by which any of
their properties (including the Covered Shares) may be bound or
(B) if such Stockholder is not an individual, such
Stockholder
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