STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (Agreement) is made as of April 21, 2010, by
and between VIST FINANCIAL CORP., a Pennsylvania business corporation (Seller),
and WEAVER CONSULTING & ASSET MANAGEMENT d/b/a BATTLEFIELD CAPITAL
MANAGEMENT, LLC, a Pennsylvania limited liability company (Buyer).
the Board of Directors of Seller proposes to sell to Buyer, and Buyer proposes
to purchase from Seller, 322,000 shares of common stock of Seller,
$5.00 par value per share (Seller Common Stock), as set forth below, for
an aggregate purchase price of $2,576,000.00, in cash; and
the Board of Directors of Seller believes that the sale of the shares of Seller
Common Stock, under the terms and conditions set forth in this Agreement, is in
the best interests of the Seller;
THEREFORE, in consideration of the mutual promises and covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, mutually agree as follows:
1. Purchase and Sale of Shares.
Subject to the terms and conditions set forth herein, at the Closing (as
defined in Section 2.1 hereof), Seller shall sell, transfer, assign and
deliver unto Buyer, and Buyer shall purchase from Seller, 322,000 shares of
Seller Common Stock (each, a Share, and collectively, the Shares).
the Closing, Buyer shall pay to Seller a purchase price (the Purchase Price)
$2,576,000.00, in cash, in consideration of its purchase of the Shares.
2. The Closing.
The closing under this Agreement (the Closing) shall take place at
10:00 a.m. at the main office of Seller, 1240 Broadcasting Road,
Wyomissing, Pennsylvania, or at such other place as the parties shall agree in
writing, on a date following the sixth (6th) trading day after the
satisfaction or waiver (subject to applicable law) of the latest to occur of
the conditions set forth in Sections 8 and 9 (other than those conditions
that by their nature are to be satisfied or waived at Closing), or such other
date mutually agreed upon by the parties (the Closing Date).
Immediately prior to the Closing (and as a condition of Buyers
obligations to purchase the Shares and otherwise perform its obligations under
this Agreement), Seller shall deliver to Buyer a certificate from the President
and Chief Executive Officer of Seller certifying that (a) as of such date,
to his knowledge, the representations and warranties of Seller set forth herein
are true and accurate in all respects and (b) that there has not been
since the execution of this Agreement any material adverse change to Sellers
laws and in reliance upon the representations made and information
furnished by Buyer in this Agreement; that the offering and sale of Seller
Common Stock has not been reviewed by the SEC, any state securities
authorities, the Federal Deposit Insurance Corporation (FDIC), or any other
Buyer understands that there may be no liquid market for Seller Common
Stock and that it may not be able to sell or dispose of the Shares; Buyer has
liquid assets sufficient to assure that purchase of the Shares will cause no
undue financial difficulties and that, after purchasing the Shares, Buyer will
be able to provide for any foreseeable current needs and possible personal
contingencies; and Buyer is able to bear the risk of illiquidity and the risk
of a complete loss of this investment.
Buyer represents and agrees that it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment in the Shares and has the capacity to protect Buyers
own interests in connection with the investment in the Shares.
Buyer understands that the Shares will constitute restricted securities
as defined in Rule 144(a)(3) under the Securities Act and,
accordingly, that the Shares will be subject to restrictions on resale or other
transfer, including without, limitation, holding period restrictions set forth
in Rule 144(d), unless they are subsequently registered or qualified under
the Securities Act and any other applicable securities law or exemptions from
such registration and qualifications are available. Buyer understands that the certificate(s) for
the Shares will bear the following legend:
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE ACT), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE
LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND UPON REQUEST AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
The Shares are being purchased for investment only and not for the
interest or account of any other person or with a view toward resale,
assignment, fractionalization, or distribution thereof, and Buyer agrees not to
sell, transfer or otherwise dispose of the Shares unless they have been
registered under the Securities Act and applicable state securities laws or an
exemption from the registration requirements of the Securities Act and such
laws is available. Buyer has not entered
into any agreement to transfer the Shares.
Buyer has requested and received such information and has made such due
diligence investigation, including having access to the books and records of
Seller and its affiliated companies, as Buyer has deemed pertinent to its
consideration of the purchase of the Shares.
Buyer has not been furnished any offering literature or prospectus. Buyer has carefully reviewed the publicly
available information regarding Seller and the information provided to Buyer by
Seller and is thoroughly familiar with the existing and proposed business
operations, management and financial condition of Seller. Buyer acknowledges and understands (i) the
risks involved in this investment, including the speculative nature of the
investment, (ii) the financial hazards involved in this investment,
including the risk of losing the entire investment in the Seller
Common Stock, and (iii) the tax consequences of this investment to
Buyer. Buyer has consulted with its own
legal, accounting, tax, investment and other advisers for legal, tax treatment
or investment advice with respect to the merits and risk of an investment in
Seller Common Stock, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.
Buyer acknowledges and agrees that (i) the Shares are not savings accounts
or deposits and are not insured or guaranteed by the FDIC or any other
government agency, (ii) there are significant risks incident to an
investment in the Shares, and (iii) no Federal or state governmental
agency has passed upon or will pass upon the offer or sale of the Shares or has
made or will make any finding or determination as to the fairness of this
5. Notices. All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be by certified
mail, return receipt requested, addressed as set forth below or as may be
otherwise specified by notice meeting the requirements of this paragraph. All notices shall be deemed given when mailed
pursuant to the foregoing sentences.
Notices shall be addressed as follows:
Robert D. Davis
President and Chief Executive Officer
VIST Financial Corp.
1240 Broadcasting Road
Wyomissing, Pennsylvania 19610
Telephone: (610) 603-07212
Facsimile No.: (610) 603-2050
James M. Weaver
Chief Financial Officer
Weaver Consulting & Asset Management, LLC
620 Freedom Business Center, Suite 200
King of Prussia, Pennsylvania 19406
Telephone: (610) 205-6110
Facsimile No.: (610) 371-7745
Conditions to Closing.
All necessary and required consents and approvals of any regulatory body
or agency shall have been obtained and all notice and waiting periods required
by law to pass after receipt of such approvals or consents shall have passed,
and all conditions to consummation of the transactions set forth in this
Agreement shall have been satisfied.
6.2 Each party
shall have performed, satisfied and complied in all respects with all
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by it at or prior to Closing.