STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of June 30, 1998, by and among TJS Partners, L.P., (the "Buyer") and the
stockholders of Transfinancial Holdings, Inc. listed on the signature page
hereto (collectively, the "Selling Stockholders" and individually a "Selling
Stockholder").
Background. The Buyer desires to purchase, and the Selling Stockholders
desire to sell, the shares of common stock, par value $.01 per share of
Transfinancial Holdings, Inc., a Delaware corporation ("TFH") set forth opposite
their respective names on Exhibit A hereto and designated Owned Shares ("Owned
Shares") and Option Shares ("Option Shares") on Exhibit A (such shares together
referred to as the "Purchased Stock"). The parties desire that the transaction
be accomplished as stated herein, in accordance with their respective
representations, warranties, and agreements, subject to the conditions contained
herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the covenants, representations,
warranties, and agreements herein contained, and for other good and valuable
consideration, the parties agree as follows:
1. Purchase and Sale.
(a) Subject to the terms and conditions of this Agreement, the Buyer
hereby agrees to purchase from the Selling Stockholders, and the Selling
Stockholders agree to sell to the Buyer, free and clear of adverse claims,
the shares of Purchased Stock owned by them; provided, that ▇▇▇▇▇ ▇▇▇▇▇▇
shall retain 50,000 of his shares in accordance with Section 6(a) hereof.
(b) Contemporaneously with the First Closing (as defined in Section
3), the Selling Stockholders who have been granted stock options shall
exercise those stock options underlying the Option Shares, which represent
all options that are currently exercisable or may become exercisable prior
to the First Closing and have an exercise price of $9.00 or less. The
Option Shares shall be deemed Purchased Stock and the Buyer shall purchase
such shares at the Second Closing (as defined in Section 3) on the same
terms and conditions as the other shares of Purchased Stock.
2. Purchase Price. The price for the Purchased Stock (the "Purchase
Price") shall be $9.25 per share of Purchased Stock, payable in cash as set
forth in Section 3.
3. Closing.
(a) The closing of the transactions contemplated by this Agreement
with respect to the Owned Shares (the "First Closing"), shall occur at the
offices of Stroock & Stroock & ▇▇▇▇▇ LLP at 10:00 a.m. on the first
business day after the condition to Closing set forth in
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Section 7(b) of this Agreement shall have been satisfied, or at such other
time and place as the parties mutually agree. At the First Closing,
against receipt of the Purchase Price, the Selling Stockholders shall
deliver to the Buyer certificates representing the Owned Shares, duly
endorsed or accompanied by stock powers executed in blank. At the First
Closing, against receipt of the stock certificates (and stock powers, if
applicable) representing the Owned Shares, the Buyer shall deliver the
Purchase Price as follows: an amount equal to the Purchase Price for the
Owned Shares shall be paid to the Selling Stockholders in cash by
cashier's check or wire transfer of immediately available funds.
(b) The closing of the transactions contemplated by this Agreement
with respect to the Option Shares (the "Second Closing"), shall occur at
the offices of Stroock & Stroock & ▇▇▇▇▇ LLP at 10:00 a.m. on the first
business day after the delivery of share certificates representing the
Option Shares to the respective holders by TFH or at such other time and
place as the parties mutually agree. At the Second Closing, against
receipt of the Purchase Price, the Selling Stockholders shall deliver to
the Buyer certificates representing the Option Shares, duly endorsed or
accompanied by stock powers executed in blank. At the Second Closing,
against receipt of the stock certificates (and stock powers, if
applicable), the Buyer shall deliver the Purchase Price for the Option
Shares, together with accrued interest on such amount at the T-▇▇▇▇ rate
from the date of the First Closing to the date of the Second Closing, to
the Selling Stockholders.
(c) The delivery of the Purchase Price at both closings shall be
made to ▇▇▇▇▇▇▇ Law Firm, P.C., as agent of the Selling Stockholders.
4. Representations and Warranties of Buyer. Buyer represents and warrants
to the Selling Stockholders, that:
(a) Authority; Binding Agreement. Buyer is duly organized, validly
existing, and in good standing under the laws of the state of its
organization, with all requisite power and authority to carry on its
business. Buyer has full right, power, and authority to execute and
deliver this Agreement and to consummate and perform the transactions
contemplated hereby. The execution and delivery of this Agreement by Buyer
and the consummation and performance of the transactions contemplated
hereby have been duly and validly authorized by all necessary proceedings.
This Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.
(b) Validity of Contemplated Transaction. The execution and delivery
of this Agreement by Buyer does not, and the performance of this Agreement
by Buyer will not (i) violate or conflict with any existing law or any
judgment that is applicable to Buyer; or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of,
create in any person the right to accelerate, terminate, modify, or
cancel, or require any notice under the limited partnership agreement, or
other charter documents, or any securities of Buyer or its general partner
or any contract to which Buyer or its general partner is a party or by
which it is otherwise bound.
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5. Representations and Warranties of the Selling Stockholders. The Selling
Stockholders jointly and severally represent and warrant to Buyer as follows:
(a) Ownership of Shares. Each Selling Stockholder, with respect to
the shares of the Owned Shares set forth opposite his or her name on the
signature page of this Agreement, and with respect to the shares of the
Option Shares set forth opposite his or her name on the signature page of
this Agreement purchased by the Selling Stockholder pursuant to the
exercise of a stock option (as more fully described in Section 1(b) of
this Agreement), will transfer to Buyer valid and marketable title to the
shares of such stock free and clear of all liens, claims, and encumbrances
of any kind or character. Such shares have been duly and validly issued,
and are fully paid and non-assessable. The execution and delivery of this
Agreement by the Selling Stockholder does not, and the performance of this
Agreement by the Selling Stockholder will not, (i) violate or conflict
with any existing law or any judgment which is applicable to the Selling
Stockholder; or (ii) conflict with, result in a breach of, constitute a
default under, result in acceleration of, create in any person the right
to accelerate, terminate, modify, or cancel, or require any notice under
any contract to which the Selling Stockholder is a party or by which he or
she is otherwise bound. This Agreement has been duly executed and
delivered by the Selling Stockholder and constitutes his or her legal,
valid, and binding obligation, enforceable in accordance with its terms.
(b) Material Information. The Selling Stockholders are not aware of
any material, adverse information with respect to TFH regarding its
business, assets, liabilities, financial condition, results of operations
and prospects that has not been disclosed in TFH's filings pursuant to
applicable securities laws, pursuant to a press release or other public
announcement, or otherwise disclosed in writing to Buyer by the Selling
Stockholders.
6. Covenants. From and after the date hereof, the parties agree to the
following:
(a) ▇▇▇▇▇ ▇▇▇▇▇▇ shall not voluntarily resign from the TFH Board of
Directors for two years following Closing unless requested by Buyer. For
the shorter of the duration of his services as a director or two years
following Closing (the "Term"), ▇▇. ▇▇▇▇▇▇ shall continue to be record and
beneficial owner of at least 50,000 shares of TFH Common Stock and shall
convey to Buyer an irrevocable proxy to vote such shares owned by ▇▇.
▇▇▇▇▇▇ during such Term.
(b) Promptly (and in any event within 5 business days) after
execution of this Agreement, the parties shall prepare and cause to be
filed premerger notification forms under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act. Buyer shall pay the filing fee. Early termination of the
waiting period shall be requested by each party.
7. Conditions Precedent to the Obligations of Buyer. The obligation of
Buyer to consummate this Agreement is subject to the fulfillment of all of the
following conditions precedent (any of which may be waived in writing by Buyer,
in whole or in part) at or prior to the Closing:
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(a) Representations and Warranties True as of the Closing. The
representations and warranties of the Selling Stockholders contained in
this Agreement shall be true in all respects at and as of the Closing with
the same effect as though such representations and warranties were made as
of such date.
(b) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. The parties shall have been granted early
termination of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ waiting period or such waiting period shall
have expired.
8. Costs and Expenses; Fees. Each party shall be solely responsible for
and bear all of its own respective expenses incurred at any time in connection
with pursuing or consummating the Agreement and the transactions contemplated by
the Agreement, including, but not limited to, fees and expenses of legal
counsel, accountants, and other facilitators and advisors.
9. Survival of Representations, Warranties, Covenants, and Agreements. The
covenants, agreements, representations, and warranties of the Buyer and Selling
Stockholders contained in this Agreement or in any document delivered or in
connection herewith shall survive the Closing.
10. Complete Agreement, etc. This Agreement, the Confidentiality Agreement
previously entered into by the parties, and the attachment to the letter dated
June 19, 1998 (the "Letter") set forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and any and all
previous agreements and understandings between or among the parties regarding
the subject matter hereof (except the Confidentiality Agreement and the Letter),
whether written or oral, are superseded by this Agreement. It shall not be
amended or modified except by written instrument duly executed by each of the
parties hereto.
11. Waiver. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.
12. Cooperation. Subject to the terms and conditions herein provided, the
parties hereto shall use their best efforts to take, or cause to be taken, such
action, to execute and deliver, or cause to be executed and delivered, such
additional documents and instruments, and to do, or cause to be done, all things
necessary, proper, or advisable under the provisions of this Agreement and under
applicable law, to consummate and make effective the transactions contemplated
by this Agreement.
13. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by the parties. It shall
not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.
14. Effective Agreement. This Agreement shall become effective and binding
upon the Buyer and the Selling Stockholders upon full execution by all Selling
Stockholders and by the Buyer.
15. Confidentiality. The parties shall keep the existence and terms of this
Agreement confidential unless required to disclose the existence or terms by
applicable law.
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* * * * * * * * * * * *
This is the signature page for the Stock Purchase Agreement among
TJS Partners, L.P. and certain Selling Stockholders
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first written.
BUYER:
/s/ TJS Partners, L.P.
______________________
TJS Partners, L.P.
SELLING STOCKHOLDERS:
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Selling Stockholder signatures continued on next page
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* * * * * * * * * * * *
Continued
Signature page for the Stock Purchase Agreement among
TJS Partners, L.P. and certain Selling Stockholders
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇ ▇▇▇▇▇▇ Watt
_____________________
▇▇▇▇ ▇▇▇▇▇▇ Watt
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇
_____________________
▇▇▇▇▇▇▇ ▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇ ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Exhibit A
to Stock Purchase
Agreement
Selling Stockholder Owned Shares Option Shares1
Maximum Minimum
▇▇▇▇▇ Crouse2 98,338 55,000 45,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 246,315 - -
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 250,030 12,500 6,500
▇▇▇▇▇▇ ▇▇▇▇▇▇ 239,315 12,500 6,500
▇▇▇▇ ▇▇▇▇▇▇ Watt 246,315 - -
▇▇▇▇▇▇▇ ▇▇▇▇ 18,833 - -
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 11,883 - -
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 19,000 - -
▇▇▇▇▇ ▇▇▇▇▇▇ 19,000 - -
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 14,833 - -
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,923 - -
--------------- ----------- ----------
1,167,785 80,000 58,000
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1 Of the Option Shares, 10,000 attributed to ▇▇▇▇▇ ▇▇▇▇▇▇ and 6,000
attributable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ are not currently exercisable
but are expected to become exercisable prior to the First Closing.
2 Such shares do not include 50,000 shares being retained by ▇▇▇▇▇ ▇▇▇▇▇▇
in accordance with the terms of the Stock Purchase Agreement. At his election,
▇▇. ▇▇▇▇▇▇ may choose to sell additional Owned Shares and retain Option Shares
following exercise.
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