exv10w1





EXHIBIT 10.1




Execution Version




STOCK PURCHASE AGREEMENT




BY AND BETWEEN




SEACOAST BANKING CORPORATION OF FLORIDA




AND




CAPGEN CAPITAL GROUP III LP




DATED AS OF




OCTOBER 23, 2009









 









 











Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE 1. DEFINITIONS	 	 	1	 
	     Section 1.01	 	Definitions
	 	 	1	 
	     Section 1.02	 	Additional Definitions
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 2. PURCHASE AND SALE OF THE PURCHASED SHARES	 	 	3	 
	     Section 2.01	 	Issuance, Sale and Delivery of the Purchased Shares
	 	 	3	 
	     Section 2.02	 	Closing
	 	 	3	 
	     Section 2.03	 	Payment of Purchase Price
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	 	4	 
	     Section 3.01	 	Brokers
	 	 	4	 
	     Section 3.02	 	Organization
	 	 	4	 
	     Section 3.03	 	Authorization
	 	 	4	 
	     Section 3.04	 	Purchased Shares
	 	 	4	 
	     Section 3.05	 	Closing of the Underwritten Offering
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	 	 	5	 
	     Section 4.01	 	Organization
	 	 	5	 
	     Section 4.02	 	Bank Holding Company Status
	 	 	5	 
	     Section 4.03	 	Authorization
	 	 	5	 
	     Section 4.04	 	Prospectus
	 	 	5	 
	     Section 4.05	 	Accredited
Investor, etc.
	 	 	5	 
	     Section 4.06	 	Regulatory Approvals
	 	 	5	 
	     Section 4.07	 	Sufficient Funds
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 5. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER	 	 	5	 
	     Section 5.01	 	Representations and Warranties to be True and Correct
	 	 	6	 
	     Section 5.02	 	Performance
	 	 	6	 
	     Section 5.03	 	Corporate Approvals
	 	 	6	 
	     Section 5.04	 	Regulatory Approvals
	 	 	6	 
	     Section 5.05	 	Registration Rights Agreement
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 6. CONDITION TO THE OBLIGATIONS OF THE COMPANY	 	 	6	 
	     Section 6.01	 	Representations and Warranties to be True and Correct
	 	 	6	 
	     Section 6.02	 	Performance
	 	 	6	 
	     Section 6.03	 	Regulatory Approvals
	 	 	6	 






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Table of Contents

(continued)






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	     Section 6.04	 	Lock-Up Agreement
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 7. COVENANTS OF THE COMPANY	 	 	7	 
	     Section 7.01	 	Reasonable Best Efforts
	 	 	7	 
	     Section 7.02	 	Board Matters
	 	 	7	 
	     Section 7.03	 	Preemptive Right
	 	 	8	 
	     Section 7.04	 	Restricted Shares
	 	 	9	 
	     Section 7.05	 	Information, Access and Confidentiality
	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 8. OTHER COVENANTS	 	 	11	 
	     Section 8.01	 	Reasonable Best Efforts
	 	 	11	 
	     Section 8.02	 	Regulatory Approvals
	 	 	11	 
	     Section 8.03	 	Corporate Approvals
	 	 	12	 
	     Section 8.04	 	Registration Rights
	 	 	12	 
	     Section 8.05	 	Lock-Up Agreement
	 	 	12	 
	     Section 8.06	 	Bank Holding Company Status
	 	 	12	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 9. TERMINATION	 	 	12	 
	     Section 9.01	 	Methods of Termination
	 	 	12	 
	     Section 9.02	 	Procedure Upon Termination
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 10. MISCELLANEOUS	 	 	13	 
	     Section 10.01	 	Press Releases
	 	 	13	 
	     Section 10.02	 	Expenses
	 	 	13	 
	     Section 10.03	 	Survival
	 	 	13	 
	     Section 10.04	 	Notices
	 	 	13	 
	     Section 10.05	 	Assignment
	 	 	14	 
	     Section 10.06	 	Governing Law
	 	 	14	 
	     Section 10.07	 	Counterparts
	 	 	15	 
	     Section 10.08	 	Amendments and Waivers
	 	 	15	 
	     Section 10.09	 	Severability
	 	 	15	 
	     Section 10.10	 	Titles, etc.
	 	 	15	 
	     Section 10.11	 	No Waiver; Cumulative Remedies
	 	 	15	 
	     Section 10.12	 	Further Assurances
	 	 	15	 
	     Section 10.13	 	Entire Agreement
	 	 	15	 






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SCHEDULES




	 	 	 
	SCHEDULE I
	 	Subsidiaries

	SCHEDULE II
	 	Form of Registration Rights Agreement

	SCHEDULE III
	 	Form of Lock-Up Agreement








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STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT, dated as of October 23, 2009 (this “Agreement”), is by
and between Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”),
and CapGen Capital Group III LP, a Delaware limited partnership (the “Purchaser”).



     WHEREAS, the Company and CapGen Financial Partners (“CapGen”) have entered into a Letter of
Intent, dated as of August 10, 2009, pursuant to which CapGen agreed to purchase, through its
designee, from the Company 6 million shares of common stock, par value $0.10 per share, of the
Company (the “Purchased Shares”), at the public offering price established for the offering
described in the Company’s registration statement on Form S-1, as last amended (SEC File No.
333-160133) (the “Registration Statement”).



     WHEREAS, on August 12, 2009, the Company and CapGen orally agreed to consummate the sale and
purchase of the Purchased Shares as a private placement rather than a registered offering and the
Company agreed to grant the Purchaser registration rights with respect to the Purchased Shares.



     WHEREAS, the Company wishes to issue and sell to the Purchaser the Purchased Shares on the
terms and subject to the conditions set forth in this Agreement.



     WHEREAS, the Purchaser wishes to purchase the Purchased Shares on the terms and subject to the
conditions set forth in this Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, the parties agree as follows:



ARTICLE 1

DEFINITIONS




     Section 1.01 Definitions. The following definitions shall be applicable to the terms
set forth below as used in this Agreement:



     “Affiliates” shall mean, with respect to any Person, any other Person which directly,
or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with, such Person.



     “Agreement” shall have the meaning set forth in the recitals.



     “Bank” shall mean Seacoast National Bank, Stuart, Florida, a bank operating under a
national banking charter.



     “BHCA” shall mean the Bank Holding Company Act of 1956, as amended.



     “Business Day” shall mean any day that it is not a Saturday, Sunday or other day in
which banks in the State of Florida or New York are authorized or required by law to be closed.



 









 





     “Board” shall mean the Board of Directors of the Company.



     “CapGen” shall have the meaning set forth in the preamble.



     “Company” shall have the meaning set forth in the preamble.



     “Closing” shall have the meaning set forth in Section 2.02.



     “Closing Date” shall have the meaning set forth in Section 2.02.



     “Common Stock” shall mean the shares of common stock, $0.10 par value per share, of
the Company.



     “Confidentiality Agreement” shall mean the confidentiality agreement dated June 30,
2009 between the Company and CapGen.



     “Covered Securities” shall have the meaning set forth in Section 7.03(a).



     “Designated Securities” shall have the meaning set forth in Section 7.03(b).



     “Fox-Pitt” shall mean Fox-Pitt Kelton Cochran Caronia Waller (USA), LLC.



     “GAAP” shall have the meaning set forth in Section 7.05(a)(i)(3).



     “Lock-Up Agreement” shall have the meaning set forth in Section 7.02(b).



     “NASDAQ” shall mean National Association of Securities Dealers Automated Quotations.



     “Person” shall mean any individual, firm, corporation, partnership, trust, joint
venture, governmental authority or other entity, and shall include any successor (by merger or
otherwise) of such entity.



     “Private Placement” shall have the meaning set forth in Section 7.03(d).



     “Prospectus” shall mean the prospectus used in connection with the Underwritten
Offering.



     “Purchase Price” shall have the meaning set forth in Section 2.03.



     “Purchased Shares” shall have the meaning set forth in the recitals.



     “Purchaser” shall have the meaning set forth in the preamble.



     “Purchaser Percentage Interest” shall have the meaning set forth in Section
7.03(a).



     “Purchaser Regulatory Application” shall have the meaning set forth in Section
8.02.



     “Qualified Offering” shall have the meaning set forth in Section 7.03(a).



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     “Registration Statement” shall have the meaning set forth in the recitals.



     “Sandler O’Neill” shall mean Sandler O’Neill & Partners, L.P.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Termination Date” shall have the meaning set forth in Section 9.01(b).



     “Transaction” shall have the meaning set forth in Section 2.01.



     “Underwritten Offering” shall mean the public offering of Common Stock made by the
Underwriters pursuant to the Underwriting Agreement.



     “Underwriters” shall mean Sandler O’Neill and each of the other underwriters named in
Schedule I to the Underwriting Agreement.



     “Underwriting Agreement” shall mean the underwriting agreement dated August 14, 2009
between Sandler O’Neill and the other Underwriters and the Company, as amended, filed as an exhibit
to the Registration Statement.



     “1933 Act” shall mean the Securities Act of 1933, as amended, and the regulations
promulgated thereunder.



     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder.



     Section 1.02 Additional Definitions. In addition to the foregoing, capitalized terms
used in this Agreement and not otherwise defined in this Article 1 shall have the
respective meanings provided herein.



ARTICLE 2

PURCHASE AND SALE OF THE PURCHASED SHARES




     Section 2.01 Issuance, Sale and Delivery of the Purchased Shares. Subject to the
terms and conditions hereinafter set forth, at the Closing, the Company shall issue, sell and
deliver to the Purchaser, and the Purchaser shall purchase from the Company, the Purchased Shares
(such issuance, sale and purchase of the Purchased Shares, along with the other commitments by each
party to the other set forth in this Agreement, the “Transaction”).



     Section 2.02 Closing. The closing of the purchase and sale of the Purchased Shares
shall take place at a mutually agreeable location upon satisfaction (or waiver, other than a waiver
of any condition set forth in Section 5.04 or Section 6.03) of all conditions to
closing; provided that such closing shall not occur prior to the end of the ten (10) day period
commencing following the issuance of a notice by the Purchaser to its investors to call funds
required to purchase the Purchased Shares; and provided, further that the Purchaser shall issue
such notice no later than five (5) days after receipt of the last regulatory approval; or at such
other date and time as may be agreed upon by the Purchaser and the Company (such closing being
called the “Closing” and such date being called the “Closing Date”). At the
Closing, subject to the terms



3









 







and conditions hereof, the Company shall issue and deliver to the Purchaser the Purchased
Shares in certificate form or in uncertificated book-entry form pursuant to instructions of the
Purchaser provided to the Company at least five (5) Business Days in advance of the Closing Date,
free and clear of any liens and other encumbrances (other than those placed thereon by or on behalf
of Purchaser).



     Section 2.03 Payment of Purchase Price. As payment in full for the Purchased Shares,
on the Closing Date, the Purchaser shall deliver to the Company $2.25 per Purchased Share (the
“Purchase Price”). Payment of the Purchase Price shall be made in immediately available
funds by wire transfer to the bank account designated by the Company at least two (2) Business Days
in advance of the Closing Date.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY




     The Company represents and warrants to the Purchaser as follows:



     Section 3.01 Brokers. The Company has agreed to pay Fox-Pitt, as placement agent,
4.00% of the aggregate Purchase Price upon the Closing. There are no other contracts, agreements
or understandings between the Company and any Person that would give rise to a valid claim against
the Company for a brokerage commission, finder’s fee or similar payment.



     Section 3.02 Organization. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Florida and is registered
as a bank holding company under the BHCA. Schedule I sets forth all Subsidiaries of the
Company. The Company’s principal Subsidiary and sole banking Subsidiary is the Bank. As used
herein, the term “Subsidiary” shall mean any Person of which (i) the Company or any of its
Subsidiaries is a general partner, (ii) the voting power to elect a majority of the board of
directors or others performing similar functions is held by the Company and or any one or more of
its Subsidiaries, or (iii) more than 50% of the equity interests is, directly or indirectly, owned
or controlled by the Company or any one or more of its Subsidiaries.



     Section 3.03 Authorization. This Agreement has been duly authorized, executed and
delivered by the Company and constitutes the valid and binding agreement of the Company enforceable
against the Company in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles.



     Section 3.04 Purchased Shares. The Purchased Shares have been duly and validly
authorized and, when issued and delivered against payment therefor by the Purchaser as provided
herein, will be duly authorized, validly issued, fully paid, non-assessable and will be free and
clear of any liens and other encumbrances, and will conform to the description of the capital stock
contained in the Registration Statement and the Prospectus. The issuance of the Purchased Shares
is not subject to the preemptive or other similar rights of any security holder of the Company.



     Section 3.05 Closing of the Underwritten Offering. The Underwritten Offering has been
closed as to all shares of Common Stock offered.



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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER




     The Purchaser represents and warrants to the Company as follows:



     Section 4.01 Organization. The Purchaser is a limited partnership validly existing
under the laws of the State of Delaware.



     Section 4.02 Bank Holding Company Status. The Purchaser does not “control” within the
meaning of the BHCA, directly or indirectly, any depository institution, is not a bank holding
company under the BHCA, and will not immediately following the Closing “control” within the meaning
of the BHCA any depository institution other than the Bank. Prior to Closing, the Purchaser will
have obtained all necessary approvals to own the Purchased Shares and be a bank holding company
under the BHCA with respect to its indirect ownership of the Bank through the Company.



     Section 4.03 Authorization. This Agreement has been duly authorized, executed and
delivered by the Purchaser and constitutes the valid and binding agreement of the Purchaser
enforceable against it in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors’ rights generally or by general equitable principles.



     Section 4.04 Prospectus. The Purchaser has received and read the Prospectus and has
requested and reviewed such other information, and has had the opportunity to ask questions,
concerning the Company as it deems necessary or advisable in the circumstances.



     Section 4.05 Accredited Investor, etc. The Purchaser is a sophisticated institution
who is an “accredited investor,” as defined in Rule 501 under the 1933 Act, who has had an
opportunity to review the Company and ask questions of its management to its satisfaction, and who
understands the risks of an investment in the Purchased Shares, and has the ability to hold the
Purchased Shares indefinitely and can afford loss of its investment.



     Section 4.06 Regulatory Approvals. Purchaser has not been advised by any governmental
entity, and has no reasonable basis to believe, that any regulatory approvals, consents or
statements of non-objection required or otherwise a condition to consummate the Transaction will
not be obtained.



     Section 4.07 Sufficient Funds. The Purchaser has or at the Closing will have all
funds necessary to pay and deliver the Purchase Price.



ARTICLE 5

CONDITIONS TO THE OBLIGATIONS

OF THE PURCHASER




     The obligations of the Purchaser to purchase and pay for the Purchased Shares are subject to
the satisfaction or waiver by the Purchaser, on or before such Closing Date, of the following
conditions:



5









 





     Section 5.01 Representations and Warranties to be True and Correct. The
representations and warranties contained in Sections 3.01 through 3.04 shall be true, complete and
correct on and as of the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date, except to the extent such representations and
warranties expressly relate to any earlier date (in which case such representations and warranties
shall be accurate on and as of such date), and an authorized officer of the Company shall have
certified such compliance to the Purchaser in writing on behalf of the Company.



     Section 5.02 Performance. The Company shall have performed and complied in all
material respects with all agreements contained herein required to be performed or complied with by
it prior to or at the Closing Date, and an authorized officer of the Company shall have certified
such compliance to the Purchaser in writing on behalf of the Company.



     Section 5.03 Corporate Approvals. All corporate approvals to be taken by the Company
in connection with the Transaction shall have been obtained.



     Section 5.04 Regulatory Approvals. Purchaser shall have received all regulatory
approvals necessary to complete the Transaction, including approval of Purchaser Regulatory
Application, all notice and waiting periods required by law to pass shall have passed without
adverse action, and no judicial, regulatory or governmental orders or actions enjoining,
restraining, prohibiting or invalidating such Transaction shall have been issued and remain in
effect or are unstayed.



     Section 5.05 Registration Rights Agreement. The Company and the Purchaser shall have
executed and delivered, effective as of the Closing, the Registration Rights Agreement in the form
attached as Schedule II.



ARTICLE 6

CONDITION TO THE OBLIGATIONS

OF THE COMPANY




     The obligations of the Company to issue and sell the Purchased Shares to the Purchaser and to
perform its obligations under this Agreement are subject to the satisfaction, on or before such
Closing Date, of the following conditions:



     Section 6.01 Representations and Warranties to be True and Correct. The
representations and warranties contained in Article 4 shall be true, complete and correct
on and as of the Closing Date with the same effect as though such representations and warranties
had been made on and as of such date, and a duly authorized officer of the Purchaser shall have
certified such compliance to the Company in writing on its behalf.



     Section 6.02 Performance. Purchaser shall have performed and complied in all material
respects with all agreements contained herein required to be performed or complied with by it prior
to or at the Closing Date, and a duly authorized officer of the Purchaser shall have certified to
the Company in writing to such effect on its behalf.



     Section 6.03 Regulatory Approvals. Purchaser shall have received all regulatory
approvals necessary to complete the Transaction, including approval of Purchaser Regulatory



6









 







Application, all notice and waiting periods required by law to pass shall have passed without
adverse action, and no judicial, regulatory or governmental orders or actions enjoining,
restraining, prohibiting or invalidating such Transaction shall have been issued and remain in
effect or are unstayed.



     Section 6.04 Lock-Up Agreement. Purchaser shall have executed and delivered,
effective as of the Closing, the Lock-Up Agreement in the form attached as Schedule III,
unless the Closing occurs on or after November 13, 2009 after the Lock-Up Agreement has expired by
its terms.



ARTICLE 7

COVENANTS OF THE COMPANY




     The Company covenants and agrees with the Purchaser as follows:



     Section 7.01 Reasonable Best Efforts. Subject to the terms and conditions of this
Agreement, the Company agrees to cooperate with the Purchaser and use its reasonable best efforts
in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper, desirable, or advisable on its part under this Agreement or under
applicable laws to consummate and make effective the Transaction as promptly as practicable.



     Section 7.02 Board Matters.



          (a) On or prior to the Closing Date, the Company shall expand the Board by one director, and
cause the Nominating/Governance Committee of the Board to nominate, and the Nominating/Governance
Committee of the Board shall nominate, a designee of the Purchaser as a director of the Company to
fill, effective as of the Closing, the vacancy created by such expansion of the Board. For so long
as the Purchased Shares are beneficially owned (with the term “beneficial ownership” and
correlative terms having the meaning ascribed in Section 13(d)(3) of the 1934 Act and Rule 13d-3
thereunder) or otherwise owned by the Purchaser or any of its Affiliates, and subject to
satisfaction of all legal and governance requirements applicable to all Board members regarding
service as a director of the Company, the Company shall cause the nomination of one person
designated by the Purchaser for election to the Board at each annual meeting at which the term of
the director designated by the Purchaser expires, or upon the death, resignation, removal or
disqualification of such director, if earlier. The Purchaser shall provide written notice of such
designee to the Company, together with any information pertaining to the nominated person
reasonably requested by the Company. Upon receipt of such notice and information, the Company
shall do, or cause to be done, all things, and take, or cause to be taken, all actions necessary to
cause such person to be elected as a member of the Board as soon thereafter as reasonably
practicable.



          (b) The Purchaser’s designee as a Company director shall provide the Company with a directors
and officer questionnaire and provide such other background information as may reasonably be
requested by the Company.



          (c) Anything to the contrary in this Section 7.02 notwithstanding, the right to
nominate a member of the Board granted by this Section 7.02 shall terminate as of and not
be



7









 







available at any time after the date on which the Purchaser offers or sells any of the
Purchased Shares or any interest therein.



     Section 7.03 Preemptive Right.



          (a) If the Company offers to sell Covered Securities (as defined below) in a public or private
offering of Covered Securities solely for cash any time during a period of 24 months commencing on
the Closing Date (a “Qualified Offering”), the Purchaser shall be afforded the opportunity
to acquire from the Company, for the same price and on the same terms as such Covered Securities
are offered, in the aggregate up to the amount of Covered Securities required to enable it to
maintain its Purchaser Percentage Interest (as defined below) as of immediately following the
Closing. As used in this Section 7.03, (i) “Purchaser Percentage Interest” means,
as of any date, the percentage equal to (A) the aggregate number of shares of Common Stock
beneficially owned by the Purchaser as of such date divided by (B) the total number of outstanding
shares of Common Stock as of such date and (ii) “Covered Securities” means Common Stock and
preferred stock of the Company and any rights, options or warrants to purchase or securities
convertible into or exercisable or exchangeable for Common Stock, other than securities that are
(A) issued by the Company pursuant to any employment contract, employee or director incentive or
benefit plan, stock purchase plan, stock ownership plan, stock option or equity compensation plan
or other similar plan where stock is being issued or offered to a trust, other entity to or for the
benefit of any employees, potential employees, consultants, officers or director of the Company,
(B) issued by the Company in connection with a business combination or other merger, acquisition or
disposition transaction, partnership, joint venture, strategic alliance or investment by the
Company or similar non-capital raising transaction, (C) issued with reference to the Common Stock
of a Subsidiary (i.e., a carve-out transaction), (D) issued as a dividend or in connection with a
dividend reinvestment or stockholder purchase plan or (E) issued in exchange for currently
outstanding securities.




          (b) Prior to making any Qualified Offering of Covered Securities, the Company shall give the
Purchaser written notice of its intention to make such an offering, describing, to the extent then
known, the anticipated amount of securities, and other material terms then known to the Company
upon which the Company proposes to offer the same. The Purchaser shall have 10 days from the
provision of such notice to notify the Company in writing that it intends to exercise such
preemptive right and as to the amount of Covered Securities the Purchaser desires to purchase, up
to the maximum amount calculated pursuant to Section 7.03(a) (the “Designated
Securities”). Such notice shall constitute a non-binding indication of interest of the
Purchaser to purchase the amount of Designated Securities so specified (or a proportionately lesser
amount if the amount of Covered Securities to be offered in such Qualified Offering is subsequently
reduced) at the price (or range of prices) established in the Qualified Offering and other terms
set forth in the Company’s notice to it. The failure to respond during such 10 day period shall
constitute a waiver of its preemptive right in respect of such offering. The obligation of the
Company to provide such notice shall be received and held strictly confidential by and on behalf of
the Purchaser, and the Purchaser and its directors, officers, employees, agents and representatives
shall be subject to the same restrictions on trading in Company securities as the Company’s other
insiders.




8









 








          (c) If Purchaser exercises its preemptive right provided in this Section 7.03 with
respect to a Qualified Offering that is an underwritten public offering or a private offering made
to qualified institutional buyers (as such term is defined in Rule 144A under the 1933 Act) for
resale pursuant to Rule 144A under the 1933 Act (a “Rule 144A offering”), the Company shall offer
Purchaser, if such underwritten public offering or Rule l44A offering is consummated, the
Designated Securities (as adjusted downward or, at Purchaser’s option, upward to reflect the actual
size of such offering when priced) at the same price as the Covered Securities are offered to
investors (not including the underwriters or initial purchasers) in such offering and shall provide
written notice of such price to Purchaser as soon as practicable prior to such consummation.




          (d) If Purchaser exercises its preemptive right provided in this Section 7.03 with
respect to a Qualified Offering that is not an underwritten public offering or Rule 144A offering
(a “Private Placement”), the closing of the purchase of the Covered Securities with respect
to which such right has been exercised shall be conditioned on the consummation of the Private
Placement giving rise to such preemptive right and shall take place simultaneously with the closing
of the Private Placement or on such other date as the Company and Purchaser shall agree in writing;
provided that the actual amount of Covered Securities to be sold to Purchaser pursuant to its
exercise of its preemptive rights hereunder shall be reduced if the aggregate amount of Covered
Securities sold in the Private Placement is reduced and, at the option of Purchaser (to be
exercised by delivery of written notice to the Company within 5 Business Days of receipt of notice
of such increase), shall be increased if such aggregate amount of Covered Securities sold in the
Private Placement is increased. In connection with its purchase of Designated Securities, Purchaser
shall, if it continues to wish to exercise its preemptive right with respect to such offering,
execute an agreement containing representations, warranties and agreements of Purchaser that are
substantially similar in all material respects to the agreements executed by other purchasers in
such Private Placement.




          (e) Anything to the contrary in this Section 7.03 notwithstanding, the preemptive
right to purchase Covered Securities granted by this Section 7.03 shall terminate as of and
not be available any time after the date on which the Purchaser sells any of the Purchased Shares
or any interest therein.




     Section 7.04 Restricted Shares. The Purchaser acknowledges and agrees that there are
substantial restrictions on the transferability of the Purchased Shares. The Purchaser further
understands and agrees that the Purchased Shares have not been registered under the 1933 Act and
are “restricted securities” within the meaning of Rule 144 under the 1933 Act and may not be sold,
transferred, or otherwise disposed of without registration under the 1933 Act or pursuant to an
exemption therefrom. The Purchaser further understands that the Purchased Shares will be subject
to a “Lock-up Period” as defined and described in the Lock-Up Agreement, which expires at the end
of the day on November 12, 2009. Furthermore, the Purchaser acknowledges and agrees that (i) each
certificate evidencing the Purchased Shares will bear a legend to the effect set forth below, and
(ii) except to the extent such restrictions are waived by the Company, neither shall transfer any
Purchased Shares represented by any such certificate without complying with the restrictions on
transfer described in the legend endorsed on such certificate, as follows and which shall be
delivered also as instructions to the Company’s transfer agent:



9









 






THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE CORPORATION HAS
RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED. FURTHERMORE, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN
SECTION 7.04 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 23, 2009,
A COPY OF WHICH AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICE OF THE CORPORATION.



     Except as provided in the Registration Rights Agreement, the Purchaser has no right to require
that the Purchased Shares be registered under the Securities Act. If any Purchased Shares become
eligible for sale without limitation as to volume under Rule 144 under the 1933 Act or any similar
or successor provision or become registered pursuant to the Registration Rights Agreement, the
Company shall, upon the request of the Purchaser, remove the foregoing legend and any transfer
restrictions previously provided to the Company’s transfer agent.



     Section 7.05 Information, Access and Confidentiality.



          (a) For so long as the Purchased Shares are beneficially owned (with the term “beneficial
ownership” and correlative terms having the meaning ascribed in Section 13(d)(3) of the 1934 Act
and Rule 13d-3 thereunder) or otherwise owned by the Purchaser or any of its Affiliates, the
Company shall deliver to the Purchaser:




               (i) as soon as available after the end of each fiscal quarter (but in no event later than 60
days after the end of each fiscal quarter), copies of:



                    (1) unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of
such quarter,



                    (2) unaudited consolidated statements of income, stockholders’ equity and cash flows of the
Company and its Subsidiaries, for such quarter and for the portion of such fiscal year and the
prior fiscal year ending with such quarter, and



                    (3) in each case prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”);



               (ii) as soon as available after the end of each fiscal year of the Company (but in no event
later than 120 days after the end of each fiscal year), copies of:



                    (1) audited consolidated balance sheets of the Company and its Subsidiaries as at the end of
such year,



10









 





                    (2) audited consolidated statements of income, stockholders’ equity and cash flows of the
Company and its Subsidiaries for such year, and



                    (3) in each case prepared in accordance with GAAP and audited by an independent certified
public accountants of recognized national standing.



          (b) All information obtained under this Section 7.05 shall be deemed confidential and
the Purchaser shall not, and shall cause its employees, representatives and agents not to, use,
duplicate or disclose, in whole or in part, or permit the use, duplication or disclosure of, any of
such information in any manner whatsoever, other than solely for evaluating the condition of the
Company. The Purchaser shall be responsible for any breach of this Section 7.05(b) by any
of its employees, representatives and agents. All information furnished or disclosed pursuant to
this Section 7.05 shall remain the sole property of the Company.




ARTICLE 8

OTHER COVENANTS




     Section 8.01 Reasonable Best Efforts. Subject to the terms and conditions of this
Agreement, the Purchaser and the Company agree to cooperate with each other and use their
respective reasonable best efforts in good faith to take, or cause to be taken, all actions, and to
do, or cause to be done, all things necessary, proper, desirable, or advisable on its part under
this Agreement or under applicable laws to consummate and make effective the Transaction as
promptly as practicable.



     Section 8.02 Regulatory Approvals. The Purchaser will file on behalf of it and any of
its Affiliates, to the extent necessary, all regulatory applications and notices needed to
consummate the Transaction, which will include a request for regulatory authorization of the
Purchaser to become a bank holding company with respect to the Company and the Bank (“Purchaser
Regulatory Application”), as soon as possible and not later than September 21, 2009. The
Purchaser will pursue such applications diligently and on a priority basis, will request expedited
processing of such applications and notices (to the extent such expedited processing is available),
and, to the extent legally permissible and practicable, will provide the Company promptly with a
copy of such applications as filed (except for any confidential portions thereof) and all material
notices, orders, opinions, correspondence, conditions, commitments and other documents with respect
thereto. The Company will cooperate with Purchaser and use its reasonable best efforts to assist
the Purchaser in securing all required regulatory approvals. Subject to applicable laws relating
to the exchange of information, the Purchaser and the Company shall have the right to review in
advance, and to the extent practical each shall consult with the other on, all material written
information to be submitted in connection with any regulatory applications and notices needed to
consummate the Transaction. The Purchaser shall furnish, to the extent legally permissible, to the
Company copies of all notices or other communications (including any information included therein
provided by the Company or on behalf of the Company, but excluding any information regarding
CapGen, the Purchaser or their Affiliates that has been designated as confidential and does not
relate to the Company or its Affiliates) provided by Purchaser to any governmental entity or
received by Purchaser from any governmental entity with respect to the Transaction and the
establishment of any bank holding company for purposes of the Transaction. To the extent the
Company receives any confidential



11









 







information under this Section 8.02, the Company shall not, and shall cause its employees,
representatives and agents not to, use, duplicate or disclose, in whole or in part, or permit the
use, duplication or disclosure of, any of such information in any manner whatsoever. The Purchaser
shall be responsible for any breach of this Section 8.02 by any of its employees, representatives
and agents. All information furnished or disclosed pursuant to this Section 8.02 shall remain the
sole property of the Company.



     Section 8.03 Corporate Approvals. The Company and the Purchaser have or will obtain
all corporate approvals necessary for this Agreement and the Transaction.



     Section 8.04 Registration Rights. The Company and the Purchaser shall execute and
deliver, effective as of the Closing, the Registration Rights Agreement in the form attached as
Schedule II.



     Section 8.05 Lock-Up Agreement. The Purchaser shall execute and deliver, effective as
of the Closing, the Lock-Up Agreement.



     Section 8.06 Bank Holding Company Status. Following the Closing and as long as the
Purchaser holds shares of the Company, the Purchaser will not “control” within the meaning of the
BHCA any depository institution other than the Bank or any other Subsidiary of the Company.



ARTICLE 9

TERMINATION




     Section 9.01 Methods of Termination. This Agreement may be terminated at any time
prior to the Closing in any of the following ways:



          (a) by the mutual written consent in writing of Purchaser and the Company;




          (b) by either Purchaser or the Company if the Closing shall not have occurred by March 31,
2010 (the “Termination Date”), provided, however that the right to terminate this Agreement
under this Section 9.01(b) shall not be available to any party whose breach of any
representation or warranty or failure to perform any obligation under this Agreement shall have
caused or resulted in the failure of the Closing;




          (c) by the Company if there has been a breach of any representation, warranty, covenant or
agreement made by the Purchaser in this Agreement, or any such representation and warranty shall
have become untrue after the date of this Agreement, such that Section 6.01 would not be
satisfied and such breach or condition is not curable or, if curable, is not cured within the
earlier of (i) thirty (30) days after written notice thereof is given by the Company to the
Purchaser and (ii) the Termination Date;




          (d) by the Purchaser if there has been a breach of any representation, warranty, covenant or
agreement made by the Company in this Agreement, or any such representation and warranty shall have
become untrue after the date of this Agreement, such that Section 5.01 would not be
satisfied and such breach or condition is not curable or, if curable, is



12









 






not cured within the earlier of (i) thirty (30) days after written notice thereof is given by
Purchaser to the Company and (ii) the Termination Date; or




          (e) by the Company or Purchaser in writing at any time after any applicable regulatory
authority has denied or requested the withdrawal of any application for approval of the
Transaction.




     Section 9.02 Procedure Upon Termination. In the event of termination pursuant to
Section 9.01 hereof, and except as otherwise stated therein, written notice thereof shall
be given to the other party, and this Agreement shall terminate immediately upon receipt of such
notice (or as otherwise set forth in Section 9.01(c) and Section 9.01(d)), unless
an extension is consented to in writing by the party having the right to terminate. If this
Agreement is terminated as provided herein,



          (a) each party will return all documents, work papers and other materials of the other party,
including photocopies or other duplications thereof, relating to the Transaction, whether obtained
before or after the execution hereof, to the party furnishing the same; and




          (b) all information received by either party hereto with respect to the business of the other
party (other than information which is a matter of public knowledge or which has heretofore been
published in any publication for public distribution or filed as public information with any
governmental entity) shall not at any time be used for any business purpose by such party or
disclosed by such party to third persons.




ARTICLE 10

MISCELLANEOUS




     Section 10.01 Press Releases. The Company and the Purchaser shall consult with each
other before issuing any press release with respect to the Transaction or this Agreement and shall
not issue any such press release or make any such public statements without the prior consent of
the other party, which consent shall not be unreasonably withheld or delayed; provided, however,
that a party may, without the prior consent of the other party (but after such consultation, to the
extent practicable in the circumstances), issue such press release or make such public statements
as may be necessary upon the advice of outside counsel be required by law or the rules or
regulations of NASDAQ or the SEC or any other applicable law.



     Section 10.02 Expenses. Each party hereto will pay its own expenses in connection
with the Transaction, whether or not the Transaction shall be consummated.



     Section 10.03 Survival. The representations and warranties contained in Section
3.03 [Authorization] and Section 3.04 [Purchased Shares] shall survive the Closing.
The covenants set forth in Section 7.02 [Board Matters], Section 7.03 [Preemptive
Right], Section 7.05 [Information, Access and Confidentiality] and Section 8.05
[Bank Holding Company Status] shall survive the Closing in accordance with their respective terms.
All other representations, warranties, covenants and agreements in this Agreement shall expire as
of the Closing.



     Section 10.04 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person or mailed by certified or registered



13









 







mail, return receipt requested, or sent by a recognized overnight courier service, addressed
as follows:


to the Company, at:



Seacoast Banking Corporation of Florida

815 Colorado Avenue

Stuart, Florida 34994

Attention: Dennis S. Hudson III



with a copy to:



Jones Day

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309-3053

Attention: Ralph F. MacDonald, III




if to the Purchaser, at:



CapGen Capital Group III LP

c/o CapGen Financial Partners

280 Park Avenue

40th Floor West, Suite 401

New York, New York 10017

Attention: John P. Sullivan




with a copy to:



Sullivan & Cromwell

1888 Century Park East

Los Angeles, California 90067

Attention: Allison Ressler



or, in any such case, at such other address or addresses as shall have been furnished in writing by
such party to the others.




     Section 10.05 Assignment. This Agreement shall not be assignable by operation of law
or otherwise. This Agreement and all of the provisions of this Agreement will be binding upon and
inure to the benefit of the parties to this Agreement and their respective successors and permitted
assigns.



     Section 10.06 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles regarding choice
of law.



14









 





     Section 10.07 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



     Section 10.08 Amendments and Waivers. Neither this Agreement nor any term hereof may
be amended, modified, waived or discharged other than by a written instrument signed by the party
against whom enforcement of any such amendment, modification, waiver or discharged is sought. Each
party agrees not to waive any condition set forth in Section 5.04 or Section 6.03.



     Section 10.09 Severability. If any provision of this Agreement shall be declared void
or unenforceable by any judicial or administrative authority, the validity of any other provision
and of the entire Agreement shall not be affected thereby.



     Section 10.10 Titles, etc. The cover page, table of contents, titles and subtitles
used in this Agreement are for convenience only and are not to be considered in construing or
interpreting any term or provision of this Agreement.



     Section 10.11 No Waiver; Cumulative Remedies. No failure or delay on the part of any
party to this Agreement in exercising any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other right, power or remedy
hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law.



     Section 10.12 Further Assurances. From and after the date of this Agreement, upon the
request of the Purchaser or the Company, the Company and the Purchaser shall execute and deliver
such other instruments, documents and other writings as may be reasonably necessary or desirable to
confirm and carry out and to effectuate fully the intent and purposes of this Agreement.



     Section 10.13 Entire Agreement. This Agreement, including the schedules hereto, the
Registration Rights Agreement and the Confidentiality Agreement constitute the sole and entire
agreement of the parties with respect to the subject matter hereof.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




15









 








     IN WITNESS WHEREOF, the Company and the Purchaser have executed this Agreement as of the day
and year first above written.



	 	 	 	 	 
	 	COMPANY:



SEACOAST BANKING CORPORATION

 	 
	 	By:  	/s/ Denny S. Hudson III 	 
	 	 	Name:  	Denny S. Hudson III 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	PURCHASER:



CAPGEN CAPITAL GROUP III LP

CAPGEN CAPITAL GROUP III LLC,

THE GENERAL PARTNER OF CAPGEN CAPITAL GROUP III LP

 	 
	 	By:  	/s/ John P. Sullivan
 	 
	 	 	Name:  	John P. Sullivan 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



SCHEDULE I




SUBSIDIARIES




	 	 	 
	Name	 	Incorporated
	 
	 	 
	Seacoast National Bank

	 	United States
	FNB Brokerage Services, Inc.

	 	Florida
	FNB Insurance Services, Inc

	 	Florida
	South Branch Building, Inc

	 	Florida
	TCoast Holdings, LLC

	 	Florida
	BR West, LLC (inactive)

	 	Florida
	SBCF Capital Trust I

	 	Delaware
	SBCF Statutory Trust II

	 	Connecticut
	SBCF Satutory Trust III

	 	Delaware
	SBCF Satutory Trust IV

	 	Delaware
	SBCF Satutory Trust V

	 	Delaware






S-1









 






SCHEDULE II




FORM OF REGISTRATION RIGHTS AGREEMENT




S-2









 





SCHEDULE III




FORM OF LOCK-UP AGREEMENT




                                        , 2009




Sandler O’Neill & Partners, L.P.

919 Third Avenue, 6th Floor

New York, NY 10022





	 	Re:  	 	Seacoast Banking Corporation of Florida





     The undersigned, a stockholder of Seacoast Banking Corporation of Florida, a Florida
corporation (the “Company”), understands that Sandler O’Neill & Partners, L.P. (the
“Underwriter”), has entered into an Underwriting Agreement (the “Underwriting
Agreement”) with the Company providing for the public offering of shares (the “Shares”)
of the Company’s common stock, $0.10 par value per share (the “Stock”). For other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with the Underwriter that, during a period of 90 days from the date of the
Underwriting Agreement, the undersigned will not, without the prior written consent of the
Underwriter, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
for the sale of, or otherwise dispose of or transfer any shares of the Company’s Stock or any
securities convertible into or exchangeable or exercisable for Stock, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter
acquires the power of disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Stock, whether any such swap or transaction is to be
settled by delivery of Stock or other securities, in cash or otherwise. If either (i) during the
period that begins on the date that is 15 calendar days plus three (3) business days before the
last day of the 90-day restricted period and ends on the last day of the 90-day restricted period,
the Company issues an earnings release or material news or a material event relating to the Company
occurs, or (ii) prior to the expiration of the 90-day restricted period, the Company announces that
it will release earnings results during the 16-day period beginning on the last day of the 90-day
restricted period, the restrictions set forth herein will continue to apply until the expiration of
the date that is 15 calendar days plus three (3) business days after the date on which the earnings
release is issued or the material news or event related to the Company occurs. The Company shall
promptly notify the Underwriter of any earnings releases, news or events that may give rise to an
extension of the initial restricted period.



S-3









 





     Notwithstanding the foregoing, the undersigned may transfer the undersigned’s shares of Stock
(i) as a bona fide gift or gifts, provided that the donee or donees agree to be bound in writing by
the restrictions set forth herein, (ii) to any trust or family limited partnership for the direct
or indirect benefit of the partners of the undersigned or the immediate family of the partners of
the undersigned, provided that the trustee of the trust or general partner of the family limited
partnership, as the case may be, agrees to be bound by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for value, (iii) pledged in
a bona fide transaction outstanding as of the date hereof to a lender to the undersigned, as
disclosed in writing to the Underwriter, (iv) pursuant to the exercise by the undersigned of stock
options that have been granted by the Company prior to, and are outstanding as of, the date of the
Underwriting Agreement, where the Stock received upon any such exercise is held by the undersigned,
individually or as fiduciary, in accordance with the terms of this Lock-Up Agreement, (v) pursuant
to Rule 10b5-1 plans of the undersigned in effect as of the date of the Underwriting Agreement, or
(vi) with the prior written consent of the Underwriter. For purposes of this Lock-Up Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin.



     The undersigned also agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the undersigned’s Company Stock,
except in compliance with this Lock-Up Agreement. In furtherance of the foregoing, the Company and
its transfer agent are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up Agreement.



     The undersigned represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Agreement. The undersigned agrees that the provisions of this Lock-Up
Agreement shall be binding also upon the successors, assigns, heirs and personal representatives of
the undersigned.



     This Lock-up Agreement shall be governed by and construed in accordance with the laws of the
State of New York.



	 	 	 	 	 
	 	Very truly yours,





CAPGEN CAPITAL GROUP III LP

CAPGEN CAPITAL GROUP III LLC,

THE GENERAL PARTNER OF CAPGEN CAPITAL GROUP III LP

 	 
	 	By:  	
 	 
	 	 	Name:  	John P. Sullivan 	 
	 	 	Title:  	Managing Director 	 
	 




S-4