Exhibit
10.2


 


STOCK PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is made as of April 21, 2010, by
and between VIST FINANCIAL CORP., a Pennsylvania business corporation (“Seller”),
and WEAVER CONSULTING & ASSET MANAGEMENT d/b/a BATTLEFIELD CAPITAL
MANAGEMENT, LLC, a Pennsylvania limited liability company (“Buyer”).


 


WHEREAS,
the Board of Directors of Seller proposes to sell to Buyer, and Buyer proposes
to purchase from Seller, 322,000 shares of common stock of Seller,
$5.00 par value per share (“Seller Common Stock”), as set forth below, for
an aggregate purchase price of $2,576,000.00, in cash; and


 


WHEREAS,
the Board of Directors of Seller believes that the sale of the shares of Seller
Common Stock, under the terms and conditions set forth in this Agreement, is in
the best interests of the Seller;


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, mutually agree as follows:


 


1.  Purchase and Sale of Shares.


 


1.1 
Subject to the terms and conditions set forth herein, at the Closing (as
defined in Section 2.1 hereof), Seller shall sell, transfer, assign and
deliver unto Buyer, and Buyer shall purchase from Seller, 322,000 shares of
Seller Common Stock (each, a “Share”, and collectively, the “Shares”).


 


1.2  At
the Closing, Buyer shall pay to Seller a purchase price (the “Purchase Price”)
$2,576,000.00, in cash, in consideration of its purchase of the Shares.


 


2.  The Closing.


 


2.1 
The closing under this Agreement (the “Closing”) shall take place at
10:00 a.m. at the main office of Seller, 1240 Broadcasting Road,
Wyomissing, Pennsylvania, or at such other place as the parties shall agree in
writing, on a date following the sixth (6th) trading day after the
satisfaction or waiver (subject to applicable law) of the latest to occur of
the conditions set forth in Sections 8 and 9 (other than those conditions
that by their nature are to be satisfied or waived at Closing), or such other
date mutually agreed upon by the parties (the “Closing Date”).


 


2.2 
Immediately prior to the Closing (and as a condition of Buyer’s
obligations to purchase the Shares and otherwise perform its obligations under
this Agreement), Seller shall deliver to Buyer a certificate from the President
and Chief Executive Officer of Seller certifying that (a) as of such date,
to his knowledge, the representations and warranties of Seller set forth herein
are true and accurate in all respects and (b) that there has not been
since the execution of this Agreement any material adverse change to Seller’s
business.


 


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2.3 
Immediately prior to the Closing (and as a condition of Seller’s
obligations to deliver the Shares and otherwise perform its obligations under
this Agreement), Buyer shall deliver to Seller a certificate from the CEO of
Buyer certifying as to Buyer that as of such date, to his knowledge, the
representations and warranties of Buyer set forth herein are true and accurate
in all material respects.


 


2.4  At
the Closing, Seller shall deliver to Buyer a certificate for the Shares, duly
registered in the name of Buyer.


 


2.5  At
the Closing, Buyer shall deliver to Seller the Purchase Price by wire transfer
of immediately available funds.


 


3.  Representations,
Warranties and Covenants of Seller. 
In addition to the warranties, representations and covenants of Seller
contained elsewhere herein, Seller hereby warrants, represents and covenants to
Buyer as follows:


 


3.1 
Seller is a corporation organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania with full corporate power
and authority to carry on its business as now conducted.


 


3.2 
The authorized common stock of Seller consists of 20,000,000 shares
of Seller Common Stock, of which  5,855,976 shares were issued and
outstanding as of the date of this Agreement . 
The authorized preferred stock of Seller consists of
5,000,000 shares of serial preferred stock, par value $.01 per share
(Seller Preferred Stock”), of which 25,000 shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, are issued and outstanding to the
U.S. Department of Treasury as of the date of this Agreement.  Other than the Seller Common Stock and Seller
Preferred Stock, there are no other authorized classes of equity securities of
Seller.  There are no outstanding
subscriptions, options, warrants, debt instruments or other agreements
obligating Seller to issue, sell or otherwise dispose of any shares of Seller
Common Stock, except for shares of Seller Common Stock issuable upon exercise
of employee stock options outstanding under existing employee benefit plans,
shares of Seller Common Stock issuable to the United States Department of
Treasury upon the exercise of outstanding warrants to purchase Seller Common
Stock in connection with the TARP Capital Purchase Program, and 322,000 shares
of Seller Common Stock issuable to another investor pursuant to an agreement
dated even date herewith.  As of the
Closing, the Shares are being sold, and (upon receipt by the Buyer at the
Closing) will be, free and clear of all liabilities, debts, obligations,
encumbrances, leases, indebtedness, liens, charges, and pledges, of whatever
nature, whether fixed or contingent, disclosed or undisclosed, foreseen or
unforeseen, as of the date of this Agreement.


 


3.3 
Seller possesses the requisite corporate power and authority to execute
and deliver this Agreement and perform all of its obligations hereunder, and no
additional consent or approval of any other person, entity or governmental
authority is required therefor.  This
Agreement is a valid and binding obligation of Seller and is fully enforceable
against it in accordance with its terms and conditions.


 


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3.4 
The execution and delivery of this Agreement by Seller will not violate
any law, regulation, decree, writ, order or injunction which, collectively,
would have a material adverse effect upon the Seller’s ability to consummate
the transactions contemplated hereby.


 


3.5 
Seller has made all necessary filings with all applicable federal, state
and local authorities and/or regulatory bodies, and has complied with all
applicable laws, in each case with respect to the transaction contemplated
herein, and Seller will take all such further actions as are necessary or
appropriate to cause the transaction contemplated hereby to comply with all applicable
law.


 


3.6 
The representations and warranties set forth herein are accurate in all
material respects.  None of the periodic
and other reports of the Seller filed with the SEC under the Exchange Act since
January 1, 2007, contain any misstatement of a material fact or omit to
state a material fact necessary to prevent the statements made herein or
therein from being misleading.  Since the
filing of Seller’s most recent Annual Report on Form 10-K with the
Securities and Exchange Commission (“SEC”), there has been no material adverse
change to Seller’s financial condition or its results of operations of the kind
required to be disclosed in filings with the SEC under applicable federal
securities laws that have not been so disclosed by Seller.


 


4.  Representations,
Warranties and Covenants of Buyer. 
In addition to the warranties, representations and covenants of Buyer
contained elsewhere herein, Buyer hereby warrants, represents and covenants to
Seller as follows:


 


4.1 
Buyer possesses all requisite power and authority to execute and deliver
this Agreement and perform all of its obligations hereunder, and no additional
consent or approval of any other person, entity or governmental authority is
required therefor.  This Agreement is a
valid and binding obligation of Buyer and is fully enforceable against it in
accordance with its terms and conditions.


 


4.2 
Buyer is an “accredited investor,” as that term is defined in Rule 501
of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”) and is a sophisticated investor as described in Rule 506(b)(2)(ii) of
Regulation D under the Securities Act. 
Buyer is not an officer, director or “affiliate” (as that term is
defined in Rule 405 promulgated under the Securities Act) of Seller.


 


4.3 
The execution and delivery of this Agreement by Buyer will not violate
any law, regulation, decree, writ, order or injunction which, collectively,
would have a material adverse effect upon the Buyer’s ability to consummate the
transactions contemplated hereby.


 


4.4 
The representations and warranties made herein are accurate in all
material respects.  Buyer will have the
funds to pay the Purchase Price as of the Closing Date.


 


4.5 
Buyer understands that the offering and sale of Seller Common Stock
under this Agreement has not been registered under the Securities Act, in
reliance on the exemption for non-public offerings provided by Section 4(2) of
the Securities Act and regulations promulgated thereunder, and that Buyer has
no right to require such registration. 
Buyer further understands that the offering and sale of Seller Common
Stock has not been qualified or registered under the securities laws of the
Commonwealth of Pennsylvania in reliance upon exemptions under such 


 


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laws and in reliance upon the representations made and information
furnished by Buyer in this Agreement; that the offering and sale of Seller
Common Stock has not been reviewed by the SEC, any state securities
authorities, the Federal Deposit Insurance Corporation (“FDIC”), or any other
regulatory authority.


 


4.6 
Buyer understands that there may be no liquid market for Seller Common
Stock and that it may not be able to sell or dispose of the Shares; Buyer has
liquid assets sufficient to assure that purchase of the Shares will cause no
undue financial difficulties and that, after purchasing the Shares, Buyer will
be able to provide for any foreseeable current needs and possible personal
contingencies; and Buyer is able to bear the risk of illiquidity and the risk
of a complete loss of this investment. 
Buyer represents and agrees that it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment in the Shares and has the capacity to protect Buyer’s
own interests in connection with the investment in the Shares.


 


4.7 
Buyer understands that the Shares will constitute “restricted securities”
as defined in Rule 144(a)(3) under the Securities Act and,
accordingly, that the Shares will be subject to restrictions on resale or other
transfer, including without, limitation, holding period restrictions set forth
in Rule 144(d), unless they are subsequently registered or qualified under
the Securities Act and any other applicable securities law or exemptions from
such registration and qualifications are available.  Buyer understands that the certificate(s) for
the Shares will bear the following legend:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE
LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND UPON REQUEST AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


4.8 
The Shares are being purchased for investment only and not for the
interest or account of any other person or with a view toward resale,
assignment, fractionalization, or distribution thereof, and Buyer agrees not to
sell, transfer or otherwise dispose of the Shares unless they have been
registered under the Securities Act and applicable state securities laws or an
exemption from the registration requirements of the Securities Act and such
laws is available.  Buyer has not entered
into any agreement to transfer the Shares.


 


4.9 
Buyer has requested and received such information and has made such due
diligence investigation, including having access to the books and records of
Seller and its affiliated companies, as Buyer has deemed pertinent to its
consideration of the purchase of the Shares. 
Buyer has not been furnished any offering literature or prospectus.  Buyer has carefully reviewed the publicly
available information regarding Seller and the information provided to Buyer by
Seller and is thoroughly familiar with the existing and proposed business
operations, management and financial condition of Seller.  Buyer acknowledges and understands (i) the
risks involved in this investment, including the speculative nature of the
investment, (ii) the financial hazards involved in this investment,
including the risk of losing the entire investment in the Seller 


 


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Common Stock, and (iii) the tax consequences of this investment to
Buyer.  Buyer has consulted with its own
legal, accounting, tax, investment and other advisers for legal, tax treatment
or investment advice with respect to the merits and risk of an investment in
Seller Common Stock, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.


 


4.10 
Buyer acknowledges and agrees that (i) the Shares are not savings accounts
or deposits and are not insured or guaranteed by the FDIC or any other
government agency, (ii) there are significant risks incident to an
investment in the Shares, and (iii) no Federal or state governmental
agency has passed upon or will pass upon the offer or sale of the Shares or has
made or will make any finding or determination as to the fairness of this
investment.


 


5.  Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be by certified
mail, return receipt requested, addressed as set forth below or as may be
otherwise specified by notice meeting the requirements of this paragraph.  All notices shall be deemed given when mailed
pursuant to the foregoing sentences. 
Notices shall be addressed as follows:


 


If to
Seller:


 


Robert D. Davis

President and Chief Executive Officer

VIST Financial Corp.

1240 Broadcasting Road

Wyomissing, Pennsylvania  19610

Telephone:  (610) 603-07212

Facsimile No.:  (610) 603-2050


 


If to
Buyer:


 


James M. Weaver

Chief Financial Officer

Weaver Consulting & Asset Management, LLC

620 Freedom Business Center, Suite 200

King of Prussia, Pennsylvania 19406 

Telephone:  (610) 205-6110

Facsimile No.:  (610) 371-7745


 


6.  Mutual
Conditions to Closing.


 


6.1 
All necessary and required consents and approvals of any regulatory body
or agency shall have been obtained and all notice and waiting periods required
by law to pass after receipt of such approvals or consents shall have passed,
and all conditions to consummation of the transactions set forth in this
Agreement shall have been satisfied.


 


6.2  Each party
shall have performed, satisfied and complied in all respects with all
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by it at or prior to Closing.


 


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6.3 
There shall be no actual or threatened causes of action, investigations
or proceedings (i) challenging the validity or legality of this Agreement
or the consummation of the transactions contemplated by this Agreement, or (ii) seeking
damages in connection with the transactions contemplated by this Agreement, or (iii) seeking
to restrain or invalidate the transactions contemplated by this Agreement,
which, in the case of (i) through (iii), and in the reasonable judgment of
the parties, based upon advice of counsel, would have a material adverse effect
with respect to the interests of the parties to this Agreement.  No judgment, order, injunction or decree
(whether temporary, preliminary or permanent) issued by any court or agency of
competent jurisdiction or other legal restraints or prohibition preventing the
consummation of the transactions contemplated by this Agreement shall be in
effect.  No statute, rule, regulation,
order, injunction or decree (whether temporary, preliminary or permanent) shall
have been enacted, entered, promulgated or enforced by any regulatory authority
that prohibits, restricts, or makes illegal the consummation of the
transactions contemplated in this Agreement.


 


6.4  The closing of
the transactions under that certain Stock Purchase Agreement, dated even date
herewith, between Seller and Emerald Advisors, Inc. shall have occurred.


 


6.5  The trading of
the Seller Common Stock shall not have been suspended by the SEC, the Nasdaq
Global Select Market or the FINRA and the Seller Common Stock shall have been
approved for listing or quotation on and shall not have been delisted from the
Nasdaq Global Select Market.


 


7.  Gross Up Rights.


 


7.1  If at any time
after Closing and until the earlier of (a) the first date upon which Buyer
no longer beneficially owns Seller Common Stock representing at least 4.9% of
the issued and outstanding shares of Seller Common Stock immediately prior to
an issuance contemplated under this Section 7.1, or (b) the date of
any breach by Buyer of any obligation under this Agreement, Seller issues or
proposes to issue any Seller Common Stock or any or securities convertible
into shares of Seller Common Stock, Buyer shall have the
option and right to acquire such number of shares of Seller Common Stock so
that immediately after such issuance Buyer shall beneficially own the same
percentage of such Seller Common Stock on an as converted basis as was
beneficially owned by Buyer before such issuance.


 


7.2  Prior to
issuing any Seller Common Stock or any securities convertible into
shares of Seller Common Stock (other than issuances pursuant to Section 7.3),
Seller shall provide Buyer with ten business days’ prior written notice (or if
such notice period is not possible under the circumstances, such prior notice
as is practicable) of the proposed issuance. Buyer shall have the right,
exercisable by providing written notice to Seller of the exercise of its rights
within ten days after receipt of Seller’s notice, to purchase for cash directly
from Seller up to a sufficient number of such Seller Common Stock so that,
after giving effect to such issuance, Buyer will beneficially own the same
percentage of such Seller Common Stock on an as converted basis as was
beneficially owned by Buyer before such issuance.  The purchase price for any Seller Common
Stock purchased by Buyer pursuant to this Section 7.2 will be the price at
which Seller issues such Seller Common Stock or any securities convertible into
shares of Seller Common Stock to other shareholders or third parties.  Seller shall provide such information, to the
extent reasonably available, relating to any non-cash consideration as Buyer
may reasonably request in order to 


 


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evaluate any non-cash consideration paid in respect of any issuance
pursuant to this Section 7.2.  If,
in connection with any issuance by Seller covered by this Section 7.2,
Buyer gives notice of its intent to exercise its option under this Section 7.2
but has not purchased the securities subject thereto within 60 days
thereafter for reasons not primarily related to actions or omissions of Seller
or the absence of any approvals or consents or the taking of any other actions
required to be taken under applicable law or the prohibition on purchasing such
securities during such period imposed by applicable securities laws, Buyer
shall be deemed to have waived its rights to purchase such securities under
this Section 7 with respect to such issuance of Seller Common Stock or securities
convertible into shares of Seller Common Stock.


 


7.3 
The provisions in this Section 7 shall not apply to any issuance of
capital stock of Seller or other equity interests of Seller or securities
convertible into shares of capital stock or other equity interests in Seller or
any of its subsidiaries (A) to employees, officers or directors of Seller
or any of its subsidiaries pursuant to management or employee incentive
programs or plans approved by the Board of Directors (including any such
programs or plans in existence on the date hereof), (B) by Seller or any
of its subsidiaries to a third party as consideration in connection with (but
not in connection with raising capital to fund) (x) an acquisition or
strategic business combination approved by the Board of Directors, or (y) an
investment by Seller or its subsidiaries approved by the Board of Directors in
any party which is not prior to such transaction an affiliate of Seller
(whether by merger, consolidation, stock swap, sale of assets or securities, or
otherwise), (C) by Seller or its subsidiaries in any registered public
offering, (D) upon the exercise, conversion or exchange of options,
warrants or other convertible securities, and (E) in connection with any
stock split, stock dividend paid on a proportionate basis to all holders of the
affected class of capital stock or recapitalization approved by the Board of
Directors.


 


8.  Miscellaneous.


 


8.1 
This Agreement sets forth the entire understanding of the parties with
respect to its subject matter, it supersedes all prior agreements between the
parties, and it may not be altered except by written agreement by all parties
hereto.  This Agreement shall be binding
upon and inure to the benefit of the parties, their heirs, legal representatives,
successors and assigns.  This Agreement
is not transferable or assignable by the parties.


 


8.2 
The representations, warranties, covenants and agreements of Seller and
Buyer contained herein or made pursuant to this Agreement which by their terms
are intended to survive the consummation of the transactions contemplated by
this Agreement shall survive the execution and delivery of this Agreement.


 


8.3 
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania, without regard to its conflicts of
law principles.  Any legal proceedings
with respect to this Agreement shall take place solely within the courts
located within the Commonwealth of Pennsylvania and all parties hereto consent
to the jurisdiction of said courts.  The
parties hereby waive any right to trial by jury in any action or proceedings
arising out of or related to this Agreement.


 


8.4 
Seller will provide to the Buyer an advance copy of any proposed
announcement to be made by Seller with respect to this Agreement and/or the
transaction contemplated hereby and 


 


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Buyer shall have the right to approve any information contained therein
regarding Buyer, its affiliates and the transactions contemplated hereby, which
approval shall not be unreasonably withheld or delayed.


 


8.5 
This Agreement may be executed in any number of counterparts, and each
such counterpart will for all purposes be deemed an original, and all such
counterparts shall constitute one and the same instrument.


 


8.6 
The section and subsection headings contained in this Agreement are
included for convenience only and form no part of the agreement between the
parties.


 


8.7  If
for any reason any provision herein is determined to be invalid, such
invalidity shall not impair or otherwise affect the validity of the other
provisions of this Agreement.  Moreover,
the parties agree to replace such invalid provision with a substitute provision
that will satisfy the intent of the parties.


 


8.8 
Paragraph titles herein are for description purposes only and shall not
control or alter the meaning of the provisions of this Agreement as set forth
in the text.


 


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IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the
day and year first above written.


 


	
  ATTEST:

  	
  VIST FINANCIAL CORP., Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert D. Davis

  	
   

  
	
  (corporate
  seal)

  	
   

  	
  Robert
  D. Davis

  	
   

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  WEAVER
  CONSULTING & ASSET MANAGEMENT, LLC t/d/b/a BATTLEFIELD CAPITAL
  MANAGEMENT, LLC, Buyer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (corporate
  seal)

  	
  By:

  	
  /s/
  James M. Weaver

  	
   

  
	
   

  	
   

  	
  James
  M. Weaver

  	
   

  
	
   

  	
   

  	
  Chief
  Executive Officer

  	
   

  



 


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