EXHIBIT C
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of
October 9, 1998, by and among ▇▇▇▇▇'▇ Dock, L.L.C., a Delaware limited liability
company ("▇▇▇▇▇'▇ Dock"), ▇▇▇▇▇ ▇. ▇▇▇▇▇, III ("Comis"), ▇. ▇▇▇▇▇▇ Dunwoody
("Dunwoody"), the Mc Ka Co Trust, ("Mc Ka Co") ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dunwoody Trust
("WMD Trust"), ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇
Dunwoody, Jr. (each a "Seller" and collectively the "Sellers"), and
Inverness/Phoenix Partners LP, a Delaware limited partnership (the "Fund") and
Executive Capital Partners LP, a Delaware limited partnership (the "Executive
Fund") (each a "Buyer" and collectively the "Buyers"). The Sellers and the
Buyers are sometimes collectively referred to herein as the "Parties" and
individually as a "Party."
This Agreement contemplates a transaction in which, pursuant to the
terms and subject to the conditions set forth herein, the Buyers will purchase
from the Sellers, and the Sellers will sell to the Buyers, an aggregate of
426,600 shares of $3.375 Preferred Stock (the "Preferred Stock") of Penncorp
Financial Group, Inc., a Delaware corporation, owned beneficially and of record
by the Sellers. The purchase of Preferred Stock by the Buyers pursuant to this
Agreement shall be allocated 96.79635% to the Fund and 3.20365% the Executive
Fund (the "Investment Allocation").
The Parties, intending to be legally bound, hereby agree as follow:
1. Purchase and Sale;
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(a) Each Seller hereby sells and transfers to the Buyers, and the
Buyers hereby purchase from such Seller, free and clear of all liens, claims and
encumbrances, all of such Seller's right, title and interest to the number of
shares of Preferred Stock set forth opposite such Seller's name on the Schedule
of Sellers attached hereto for a purchase price equal to $12.87 per share, and
an aggregate purchase price of $5,490,342 (the "Purchase Price"). The Purchase
Price shall be divided among Sellers in proportion to their respective ownership
of the Preferred Stock outstanding as of the date hereof as set forth on the
Schedule of Sellers.
2. Miscellaneous.
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(a) This Agreement shall be governed by the internal laws (and not the
law of conflicts) of the State of Delaware.
(b) No amendment or waiver of this Agreement shall be effective
without the prior written consent of each Seller and each Buyer; provided that
no amendment or waiver of this Agreement which has a material adverse effect on
any other person or entity that is a Party shall be effective against such Party
without such Party's consent.
(c) This Agreement may be executed in one or more counterparts, each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement.
(d) This Agreement and the documents expressly referred to herein
embody the complete agreement and understanding among the parties with regard to
the transaction described herein and supersede and preempt any prior
understandings, agreements, or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
(e) Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal, or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provision had never been contained herein.
* * * * *
2
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
▇▇▇▇▇'▇ DOCK, L.L.C.
By:
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Its: Managing Director
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▇. ▇▇▇▇▇▇ Dunwoody
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▇▇▇▇▇ ▇. ▇▇▇▇▇ III
MAKACO TRUST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DUNWOODY TRUST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Its: Trustee
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇. ▇▇▇▇▇▇ Dunwoody, Jr.
INVERNESS/PHOENIX PARTNERS LP
By: Inverness/Phoenix Capital LLC,
Its: General Partner
By: Inverness Management Fund I LLC
Its: Managing Member
By: WMD LLC
Its: General Partner
By:
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Print Name: ▇. ▇▇▇▇▇▇ Dunwoody
Its: Managing Member
EXECUTIVE CAPITAL PARTNERS I LP
By: Inverness/Phoenix Capital LLC,
Its: General Partner
By: Inverness Management Fund I LLC
Its: Managing Member
By: WMD LLC
Its: General Partner
By: /s/ ▇. ▇▇▇▇▇▇ Dunwoody
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Print Name: ▇. ▇▇▇▇▇▇ Dunwoody
Its: Managing Member
SCHEDULE OF SELLERS:
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Seller Number of Preferred Shares Purchase Price
------ -------------------------- --------------
Brown's Dock L.L.C. 345,500 $4,445,298
▇▇▇▇▇ ▇. ▇▇▇▇▇, III 10,000 $128,700
▇. ▇▇▇▇▇▇ Dunwoody 53,800 $69,240
MaKaCo Trust 10,000 $128,700
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dunwoody
Trust 5,000 $63,500
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 500 $6,350
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 350 $4,494.50
▇. ▇▇▇▇▇▇ Dunwoody, Jr. 350 $4,494.50
_________________________ _____________
426,600 $5,490,342
