SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2011 • Tri County Financial Corp /Md/ • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • September 23rd, 2011 • Tri County Financial Corp /Md/ • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant (the “Warrant”) to purchase the number of shares of the series of its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which was exercised by the Investor at Closing.
Mr. [Name] [Title] Tri-County Financial Corporation Waldorf, Maryland 20601 Dear Mr. [Name]:Tri County Financial Corp /Md/ • September 23rd, 2011 • State commercial banks
Tri-County Financial Corporation (the “Company”) previously entered into an agreement with the United States Department of the Treasury (the “Treasury”) to participate in the Capital Purchase Program (the “CPP”). In connection with the Company’s participation in the CPP, on December 19, 2008, you agreed, in accordance with a written letter (which letter is incorporated into this letter by reference), to the following for the period of time during which (i) you were a senior executive officer and (B) the Treasury held an equity or debt position acquired from the Company in the CPP (the “CPP Covered Period”):
