EXHIBIT 10.4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into as of the 22nd day of
September, 1999, by XXXXX X. XXXXX (the "Buyer"), Chief Executive Officer
(subject to regulatory approval) of North Georgia National Bank and NORTH
GEORGIA NATIONAL BANK (the "Seller"). The Buyer and the Seller are referred to
herein as the "Parties."
W I T N E S S E T H:
WHEREAS, the Seller is a national bank organized under the laws of the
United States and is authorized to issue up to 5,000,000 shares of Common Stock,
par value of $5.00 per share; and
WHEREAS, the Seller has agreed to sell to Buyer up to 35,000 shares of the
Common Stock of the Seller.
NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements and covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
1. Agreement to Sell the Shares. The Seller agrees to sell to the
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Buyer, the Buyer's designee, and/or the Buyer's retirement plan, at the Buyer's
option, a maximum of 35,000 shares of the Common Stock of the Seller (the
"Shares").
2. Price. The purchase price for the Shares (the "Purchase Price")
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shall be $10.00 per Share.
3. Closing. The closing, from time to time, of any purchase and sale
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of all or a portion of the Shares under this Agreement (individually and
collectively, the "Closing") shall occur as soon as practicable and in any event
by March 31, 2000. The Closing shall take place at the main office of the
Seller, located at 000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000. At the
Closing, the Buyer will deliver payment for any Shares to be purchased in cash,
or by check, bank draft or money order made payable to "North Georgia National
Bank", and the Seller will deliver to the Buyer the stock certificate(s)
representing the number of the Shares being purchased by the Buyer.
4. Representations and Warranties of the Seller. The Seller represents
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and warrants in favor of the Buyer as follows:
(a) The Seller has all the power and authority (i) to enter into this
Agreement and (ii) to sell and deliver its Shares and to perform its other
obligations pursuant hereto.
(b) No person has any right or other claim against Buyer for any
commission, fee or other compensation as a finder or broker in connection
with the transaction contemplated by this Agreement.
5. Private Placement. The Buyer agrees that:
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(a) The Shares are being issued and sold without registration under
any state or federal law relating to the registration of securities for
sale and in reliance on certain exemptions from registration under
applicable state and federal laws.
(b) The Shares cannot be offered for sale, sold or transferred by the
Buyer other than (i) pursuant to an effective registration under Part 16 of
Title 12, Code of Federal Regulations, or (ii) in a transaction otherwise
in compliance with Part 16.
(c) The Seller will be under no obligation to register the Shares or
to comply with any exemption available for sale of the Shares without
registration.
(d) The Seller may, if it so desires, refuse to permit the transfer of
the Shares unless the request for the transfer is accompanied by an opinion
of counsel acceptable to the Seller to the effect that neither the sale nor
the proposed transfer will result in any violation of Part 16 or the
securities laws of any other jurisdiction.
(e) A legend indicating that the Shares have not been registered under
any applicable federal or state securities laws and referring to any
applicable restrictions on transferability and sale of the Shares will be
placed on the Share certificate or certificates (or any substitute
therefor) delivered to the Buyer and any transfer agent of the Seller may
be instructed to require compliance therewith.
6. Contingencies. Notwithstanding anything stated to the contrary
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elsewhere in this Agreement, the Buyer shall have no obligation to purchase any
Shares.
7. Entire Agreement. This Agreement contains (and is intended by the
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Parties to be an integration of all) of the promises, agreements, conditions,
terms, understandings, warranties and representations of the Parties with
respect to the transactions contemplated thereby and herein, and there are no
other promises, agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, among them other than as
set forth in this Agreement. This Agreement supersedes all prior agreements and
understandings among the Parties with respect to its subject matter.
8. Governing Law. This Agreement and all amendments, modifications,
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authorizations or supplements to this Agreement and the rights, duties,
obligations and liabilities of the Parties under such documents will be
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determined in accordance with the applicable provisions of the laws of the State
of Georgia, without reference to its doctrines or principles of conflicts of
laws.
9. Binding Effect. This Agreement will be binding upon the Parties,
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their personal and legal representatives, guardians, successors and assigns.
This Agreement will inure to the benefit of the Parties, their personal and
legal representatives, guardians, successors and assigns.
10. Assignment. The Buyer may not assign either this Agreement or any
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of its rights, interests, or obligations hereunder without the prior written
approval of the Seller.
11. Remedies Not Exclusive. No remedy conferred by any of the specific
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provisions of this Agreement is intended to be exclusive of any other remedy.
The election of any one remedy by a party thereto shall not constitute a waiver
of the right to pursue other available remedies.
[Signatures appear on next page]
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IN WITNESS WHEREOF, this Stock Purchase Agreement has been executed as of
the date and year first above written and the undersigned Parties by placing
their signatures hereto agree to and adopt the terms hereof.
BUYER:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
SELLER:
NORTH GEORGIA NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chairman of the Board of Directors
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