exv10w2






Exhibit 10.2




Execution Copy




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 8,
2010 by and among Seacoast Banking Corporation of Florida, a Florida corporation (the
“Company”), and the investors listed on the signature page(s) hereto (the
“Investors”).



RECITALS




     WHEREAS, this Agreement is made pursuant to the Investment Agreement (the “Investment
Agreement”), dated as of April 8, 2010, by and among the Company and the Investors;



     WHEREAS, pursuant to the Investment Agreement, subject to the terms and conditions set forth
therein, (a) the Investors have agreed to purchase from the Company, pursuant to a private
placement by the Company, (i) shares of $50 million aggregate liquidation preference of Mandatorily
Convertible Noncumulative Nonvoting Preferred Stock, Series B, of the Company, having the terms set
forth on Exhibit A-1 of the Investment Agreement (the “Series B Preferred Stock”) and (ii)
shares of $200 million aggregate liquidation preference of Mandatorily Convertible Noncumulative
Nonvoting Preferred Stock, Series C, of the Company, having the terms set forth on Exhibit A-2 of
the Investment Agreement (the “Series C Preferred Stock and, together with the Series B
Preferred Stock, the “Convertible Preferred Stock”), each of which are convertible into
Shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), as
further described in the Investment Agreement, and (b) the Company has agreed to issue and sell the
Convertible Preferred Stock to the Investors; and



     WHEREAS, as a condition to the consummation of the transactions contemplated by the Investment
Agreement, the Company has agreed to enter into this Agreement in order to grant certain
registration rights to the Investors, as set forth below.



     NOW, THEREFORE, in consideration of the foregoing promises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



SECTION 1. GENERAL




     1.1 Definitions. As used in this Agreement, the following terms shall have the
following respective meanings:



     “Acquisition” means the Acquisition as defined in the Investment Agreement.



     “Affiliate” of any Person means any other Person controlling, controlled by or under
common control with such particular person or entity. The term “control” (including the terms
“controlling,” “controlled” and “under common control with”) as used with respect to any Person
means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.



 









 





     “Agreement” has the meaning set forth in the preamble.



     “Business Day” means a day, other than a Saturday or Sunday, on which banks in New
York City are open for the general transaction of business.



     “CapGen” has the meaning set forth in Section 2.2(a).



     “CapGen Registration Rights Agreement” has the meaning set forth in Section
2.2(a).



     “Closing” means the Closing as defined in the Investment Agreement.



     “Common Stock” has the meaning set forth in the recitals.



     “Company” has the meaning set forth in the preamble.



     “Convertible Preferred Stock” has the meaning set forth in the recitals.



     “Effective Date” means the date that the registration statement filed pursuant to
Section 2.1(a) is first declared effective by the Commission.



     “Effectiveness Deadline” means, with respect to the initial registration statement
required to be filed pursuant to Section 2.1(a), the earlier of (i) the 60th calendar day
following the Filing Deadline and (ii) the 5th Business Day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such registration statement will not
be “reviewed” or will not be subject to further review; provided, that if the Effectiveness
Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the
Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open
for business.



     “Event” has the meaning set forth in Section 2.1(c).



     “Event Date” has the meaning set forth in Section 2.1(c).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or similar
federal statute successor thereto, and the rules and regulations of the Commission promulgated
thereunder, as they each may, from time to time, be in effect at the time.



     “Filing Deadline” means, with respect to the initial registration statement required
to be filed pursuant to Section 2.1(a), the earlier of (i) the 90th calendar day following
the closing of the Acquisition and (ii) 15 calendar days after the Company files the Current Report
on Form 8-K containing the audited and pro forma financial statements required to be filed in
connection with the Acquisition, provided, however, that if the Filing Deadline falls on a
Saturday, Sunday or other day that the SEC is closed for business, the Filing Deadline shall be
extended to the next business day on which the Commission is open for business. Notwithstanding
the preceding sentence, if only Series B Preferred Stock is sold pursuant to the Investment
Agreement, then “Filing Deadline” means, with respect to the initial registration statement required to be
filed pursuant to Section 2.1(a), the 45th calendar day after the Closing.



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     “FINRA” means the Financial Industry Regulatory Authority.



     “Form S-1” means a registration statement on Form S-1 under the Securities Act as in
effect on the date hereof or any successor or similar registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the SEC.



     “Form S-3” means a registration statement on Form S-3 under the Securities Act as in
effect on the date hereof or any successor or similar registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the SEC.



     “Holder” or “holder” means any Investor and any transferee thereof, which
holds of record and following notice to the Company and a proper transfer thereof, of shares of
Convertible Preferred Stock or Registrable Securities.



     “Holder Affiliates” has the meaning set forth in Section 2.8(a).



     “Investment Agreement” has the meaning set forth in the recitals.



     “Investors” has the meaning set forth in the preamble.



     “Liquidated Damages” has the meaning set forth in Section 2.1(c).



     “Mandatory Registration” has the meaning set forth in Section 2.1(a).



     “Misstatement” has the meaning set forth in Section 2.5.



     “New Stock” means Common Stock or securities convertible into or exchangeable for
Common Stock or which have voting rights or participation features with Common Stock, offered in a
public or nonpublic offering by the Company.



     “Person” means any individual, corporation, partnership, sole proprietorship, joint
venture, limited liability company, business trust, joint stock company, trust, association or
unincorporated organization or any government or any agency or political subdivision thereof.



     “Qualified Equity Offering” means a public or nonpublic offering of New Stock solely
for cash and not pursuant to a Special Registration; provided, however, that none of the following
offerings shall constitute a Qualified Equity Offering: (a) any offering pursuant to any stock
purchase plan, dividend reinvestment plan, stock ownership plan, stock option or equity
compensation or incentive plan or other similar plan where stock is being issued or offered to a
trust, other entity or otherwise, to or for the benefit of any employees, potential employees,
officers or directors of the Company, or (b) any offering made as consideration pursuant to an
acquisition or business combination (whether structured as a merger or otherwise), a partnership
or joint venture or strategic alliance or investment by the Company or similar non-capital
raising transaction (but not an offering to raise capital to fund such an acquisition).



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     “Register,” “registered,” and “registration” shall refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act,
and the declaration or ordering of effectiveness of such registration statement.



     “Registrable Securities” means (a) the Shares; (b) any other shares of Common Stock
held by the Holders and purchased from the Company directly or through an underwriter or placement
agents; and (c) any Common Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right, preferred stock or other security which is issued after the
Closing) a dividend, stock split or other distribution or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization with respect to, or in
exchange for or in replacement of, the Common Stock held by the Holders, provided, however, that
Registrable Securities shall not include any shares of Common Stock which have been sold to the
public by a Holder either pursuant to a registration statement or Rule 144, or which have been sold
in a private transaction in which the transferor’s rights under this Agreement are not assigned.



     “Registrable Securities then outstanding” shall be the number of shares determined by
calculating the total number of shares of the Company’s Common Stock that are Registrable
Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to
exercisable or convertible securities.



     “Registration Expenses” shall mean all fees and expenses incurred by the Company
relating to any registration, qualification or compliance pursuant to this Agreement (including any
Mandatory Registration or Shelf Registration), including, without limitation, all registration and
filing fees, exchange listing fees, transfer agent’s and registrar’s fees, cost of distributing
prospectuses in preliminary and final form as well as any supplements thereto, printing expenses,
fees and disbursements of counsel for the Company, blue sky fees and expenses, Financial Industry
Regulatory Authority fees, expenses of the Company’s independent accountants, and fees and
expenses of underwriters (excluding discounts and commissions) and any other Persons retained by
the Company, but shall not include Selling Expenses and the compensation of regular employees of
the Company, which shall be paid in any event by the Company. Notwithstanding the foregoing,
Registration Expenses shall include the reasonable, documented, fees and expenses of one counsel
chosen by the holders of a majority of the Registrable Securities covered by such registration for
such counsel rendering services customarily performed by counsel for selling stockholders that are
submitted to the Company in writing.



     “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



     “SEC” or “Commission” means the Securities and Exchange Commission or any
successor agency.



     “SEC Guidance” means (i) any publicly-available written or oral guidance, comments,
requirements or requests of the SEC staff and (ii) the Securities Act.



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     “Securities Act” shall mean the Securities Act of 1933, as amended, or similar federal
statute successor thereto, and the rules and regulations of the Commission promulgated thereunder,
as they each may, from time to time, be in effect.



     “Selling Expenses” shall mean all underwriting discounts, selling commissions and
stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of
counsel for any Holder (other than the fees and disbursements of counsel included in Registration
Expenses).



     “Series B Preferred Stock” has the meaning set forth in the recitals.



     “Series C Preferred Stock” has the meaning set forth in the recitals.



     “Shares” refers to the shares of Common Stock issuable upon conversion of the
Convertible Preferred Stock.



     “Shelf Registration” has the meaning set forth in Section 2.1(a).



     “Shelf Termination Date” has the meaning set forth in Section 2.1(a).



     “Special Registration” means the registration of (a) equity securities and/or options
or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or any successor or
similar registration form under the Securities Act) or (b) shares of equity securities and/or
options or other rights in respect thereof to be offered to directors, management, employees,
potential employees, consultants, customers, lenders or vendors of the Company or its direct or
indirect subsidiaries or in connection with dividend reinvestment or stock purchase plans.



     “Violation” has the meaning set forth in Section 2.8(a).



SECTION 2. REGISTRATION




     2.1 Shelf Registration.



          (a) On or prior to the Filing Deadline, the Company shall use its reasonable best efforts to
file with the SEC a registration statement on the applicable SEC form with respect to the resale
from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders.
The Company shall use its reasonable best efforts to promptly respond to all SEC comments, if any,
related to such registration statement but in any event within two weeks of the receipt thereof,
and shall use its reasonable best efforts to obtain all such qualifications and compliances as may
be so requested and as would permit or facilitate the sale and distribution of all of the Holders’
Registrable Securities, including causing such registration statement to be declared effective by
the SEC as soon as practicable after filing and no later than the Effectiveness Deadline. The
Company shall use its reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1(a) at all
times. The registration contemplated by this Section 2.1(a) is referred to herein as the
“Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in
accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor
rule then in effect) (a “Shelf Registration”). The Company shall use its reasonable best
efforts to cause the





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registration statement or statements filed hereunder to remain effective until
such date (the “Shelf Termination Date”) that is the earlier of (i) the date on which all
Registrable Securities included in the registration statement shall have been publicly sold or
shall have otherwise ceased to be Registrable Securities and (ii) the date that all Registrable
Securities covered by such Registration Statement may be sold without volume or manner of sale
restrictions under Rule 144, and without the requirement for the Company to be in compliance with
the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if
applicable), as determined by counsel to the Company. In the event the Mandatory Registration must
be effected on Form S-1 or any similar long-form registration as the Company may elect or is
required to use, such registration shall nonetheless be filed as a Shelf Registration and the
Company shall use its reasonable best efforts to keep such registration current and effective,
including by filing periodic post-effective amendments to update the financial statements contained
in such registration statement in accordance with Regulation S-X promulgated under the Securities
Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration
any securities which are not Registrable Securities without the prior written consent of the
holders of at least a majority of the Registrable Securities included in such registration. The
Company shall request effectiveness of a Registration Statement as of 5:00 p.m. New York City time
on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail
of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1)
Business Day of the Effective Date. The Company shall, by 9:30 a.m. New York City time on the first
Business Day after the Effective Date, file a final Prospectus with the Commission, as required by
Rule 424(b).




          (b) Notwithstanding the registration obligations set forth in this Section 2.1, in the
event the SEC informs the Company that all of the Registrable Securities then outstanding cannot,
as a result of the application of Rule 415 of the Securities Act, be registered for resale as a
secondary offering on a single registration statement, the Company agrees to promptly (i) inform
each of the Holders thereof and use its commercially reasonable efforts to file amendments to the
initial registration statement as required by the SEC and/or (ii) withdraw the initial registration
statement and file a new registration statement, in either case covering the maximum number of
Registrable Securities permitted to be registered by the SEC, on Form S-3, Form S-1 or such other
form available to the Company to register for resale the Registrable Securities as a secondary
offering; provided, that prior to filing such amendment or new registration statement, the Company
shall be obligated to use its commercially reasonable efforts to advocate with the Commission for
the registration of all of the Registrable Securities in accordance with the SEC Guidance,
including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any
other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of
Registrable Securities or other shares of Common Stock permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent
efforts to advocate with the SEC for the registration of all or a greater number of Registrable
Securities), the number of Registrable Securities or other shares of Common Stock to be registered
on such registration statement will be reduced on a pro rata basis. In the event the Company amends the initial
registration statement or files a new registration statement, as the case may be, under clauses (i)
or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as
promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities
in general, one or more registration statements on Form S-3, Form S-1 or such other





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form available to the Company to register for resale those Registrable Securities that were not registered for
resale on the initial registration statement, as amended, or the new registration statement.




          (c) If: (i) the initial registration statement required to be filed pursuant to Section
2.1(a) is not filed with the SEC on or prior to the Filing Deadline, or (ii) the initial
registration statement required to be filed pursuant to Section 2.1(a) is not declared
effective by the SEC (or otherwise does not become effective) for any reason on or prior to the
Effectiveness Deadline (any such failure being referred to as an “Event,” and, the date on
which such Event occurs, being referred to as an “Event Date” for purposes of this
Section 2.1(c)), then in addition to any other rights the Holders may have hereunder or
under applicable law, on each Event Date, the Company shall pay one time to each Holder an amount
in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 1% of
the purchase price paid (in cash or by conversion) for any Registrable Securities held by such
Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein
or in the Investment Agreement, no Liquidated Damages shall be payable if as of the relevant Event
Date, the Registrable Securities may be sold by non-affiliates without volume or manner of sale
restrictions under Rule 144 and the Company is in compliance with the current public information
requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to
the Company. The Effectiveness Deadline for a Registration Statement shall be extended without
default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the
effectiveness of the registration statement on a timely basis results from the failure of an
Investor to timely provide the Company with information requested by the Company and necessary to
complete the registration statement in accordance with the requirements of the Securities Act (in
which case the Effectiveness Deadline would be extended with respect to Registrable Securities held
by such Investor).




          (d) In the event that Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i) register the resale of the maximum number
of Registrable Securities as contemplated by Section 2.1(b) on another appropriate form and
(ii) undertake to register the Registrable Securities on Form S-3 (by amendment or otherwise)
promptly after such form is available, provided that the Company shall maintain the effectiveness
of the registration statement then in effect until such time as a registration statement on Form
S-3 (or amendment) covering the Registrable Securities has been declared effective by the
Commission.




     2.2 Piggyback Registrations.



          (a) The Company shall notify each Holder who holds Registrable Securities in writing at least
ten (10) Business Days prior to the filing of any registration statement under the Securities Act
for purposes of a public offering of securities of the Company (whether in connection with a public
offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration relating to an offering
excluded from a Qualified Equity Offering or which is a Special Registration, or a registration on
any registration form that does not permit secondary sales and in any event including a
registration resulting from obligations arising out of any other registration rights agreement to
which the Company is a party, including the Registration Rights Agreement, dated as of October





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23, 2009 (the “CapGen Registration Rights Agreement”), by and between the Company and CapGen
Capital Group III LP ( “CapGen”) and shall afford each such Holder an opportunity to
include in such registration statement all or part of the Registrable Securities held by such
Holder. Each Holder desiring to include in any such registration statement all or any part of the
Registrable Securities held by such Holder shall, within five (5) Business Days after receipt of
the above-described notice from the Company, so notify the Company in writing. Such notice shall
state such Holder’s desire to include all or a part of the Registrable Securities held by such
Holder. If a Holder decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless continue to have the
right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its securities,
all upon the terms and conditions set forth herein.




          (b) If the registration statement under which the Company gives notice under this Section
2.2 is for an underwritten offering, the Company shall so advise in such notice the Holders who
hold Registrable Securities. In such event, the right of any such Holder to be included in a
registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of the Registrable Securities such Holder
desires to include in such registration in the underwriting. All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting by the
Company.




          Notwithstanding any other provision of this Agreement, if the managing underwriter determines
in good faith that marketing factors require a limitation of the number of shares to be
underwritten in a registration statement pursuant to this Section 2.2, the number of shares
that may be included in such underwriting shall be allocated (i) first, to the Company (if the
company prompted the filing of the registration statement prompting compliance with this
Section 2.2); (ii) second, to CapGen pursuant to the CapGen Registration Rights Agreement
(iii) third, to all Holders who are entitled to participate and who have elected to participate in
the offering pursuant to the terms of this Agreement, on a pro rata basis based upon the total
number of shares held by each such participating Holder that are subject to piggyback registration
rights pursuant hereto; and (iv) fourth, to any other shareholder of the Company on a pro rata
basis.




          If any Holder disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the managing underwriter, delivered at
least 10 calendar days prior to the effective date of the registration statement or in the case of
a registration statement on Form S-3 or similar short-form registration statement, by the close of
business on the first Business Day after the public notice of an offering or if the offering is
publicly announced at the beginning of a Business Day, 4:00 P.M. New York City Time on such day.




          (c) The Company shall have the right to terminate or withdraw any registration initiated by it
under this Section 2.2 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The Registration Expenses of such
withdrawn registration shall be borne by the Company in accordance with Section 2.3.




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          (d) The Company shall not grant to any other Person the right to request the Company to
register any shares of Common Stock in a piggyback registration unless such rights are consistent
with the provisions hereof.




     2.3 Expenses of Registration. Except as specifically provided herein, all
Registration Expenses incurred in connection with any registration, qualification or compliance
hereunder shall be borne by the Company. The obligation of the Company to bear Registration
Expenses shall apply irrespective of whether a registration, once properly demanded or requested
becomes effective or is withdrawn or suspended. All Selling Expenses incurred in connection with
any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata
on the basis of the number of shares so registered.



     2.4 Obligations of the Company. In the case of a Mandatory Registration and whenever
required to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as practicable:



          (a) In the case of a Mandatory Registration, prepare and file with the SEC a registration
statement, and all amendments and supplements thereto and related prospectuses and issuer free
writing prospectuses as may be necessary to comply with applicable securities laws, with respect to
such Registrable Securities and use its reasonable best efforts to cause such registration
statement to become effective, provided that before filing a registration statement or prospectus
or any amendments or supplements thereto and issuer free writing prospectuses, the Company shall
furnish to the one counsel selected by the Holders of a majority of the Registrable Securities
covered by such registration statement copies of all such documents proposed to be filed and give
such counsel a reasonable opportunity to review and comment on such documents before they are filed
and the opportunity to object to any information pertaining to the Holders that is contained
therein, and the Company shall make any changes with respect to information regarding the Holders
reasonably requested by such counsel to such documents prior to filing.




          (b) Prepare and file with the SEC a registration statement, and all amendments and supplements
thereto and related prospectuses and issuer free writing prospectuses as may be necessary to comply
with applicable securities laws, with respect to such Registrable Securities and use all reasonable
best efforts to cause such registration statement to become effective, provided that, before filing
a registration statement or prospectus or any amendments or supplements thereto and issuer free
writing prospectuses, the Company shall furnish to the counsel selected by the Holders of a
majority of Registrable Securities covered by such registration statement copies of all such
documents proposed to be filed and give such counsel a reasonable opportunity to review and comment
on such documents before they are filed and the opportunity to object to any information pertaining
to the Holders that is contained therein, and the Company shall make any changes reasonably
requested by such counsel to such documents prior to filing, notify in writing each Holder of the effectiveness of each registration
statement filed hereunder.




          (c) Furnish to the selling Holders such number of copies of a prospectus, including a
preliminary prospectus, and each amendment and supplement thereto, in conformity with the
requirements of the Securities Act, and such other documents as they may reasonably request in
order to facilitate the disposition of Registrable Securities owned by them.




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          (d) Use its reasonable best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such jurisdictions as shall
be reasonably requested by the selling Holders; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such jurisdictions.




          (e) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering. Each Holder participating in such underwriting shall also enter into and perform its
obligations under such an agreement.




          (f) Promptly notify each Holder who holds Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made and the Company shall
promptly prepare and file with the SEC (and furnish to each such Holder a reasonable number of
copies of) a supplement or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements therein not misleading
in light of the circumstances under which they were made.




          (g) Use its reasonable best efforts to furnish, on the date that such Registrable Securities
are delivered to the underwriters for sale, if such securities are being sold through underwriters,
(i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of
such registration, in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and (ii) a “comfort” letter dated as of
such date, from the independent registered public accountants of the Company, in form and substance
as is customarily given by independent registered public accountants to underwriters in an
underwritten public offering addressed to the underwriters.




          (h) Promptly notify each Holder who holds Registrable Securities covered by such registration
statement in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or any order suspending or preventing the use of any related prospectus or
suspending the qualification of any equity securities included in such registration statement for
sale in any jurisdiction, and use its reasonable best efforts promptly to obtain the withdrawal of
such order.




          (i) The Company shall cooperate with the Holders to facilitate the timely preparation and
delivery of Registrable Securities (whether through The Depository Trust Company, book-entry or
physical certificates), which certificates shall be free, to the extent permitted under law, of all
restrictive legends, and to enable such Registrable Securities to be in such denominations and
registered in such names as any such Holders may reasonably request. Registrable Securities in
certificated form and free from all restrictive legends may be transmitted by the transfer agent to
a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such
Holder.




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          (j) The Company shall otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission under the Securities Act and the Exchange Act,
including Rule 172, notify the Holders promptly if the Company no longer satisfies the conditions
of Rule 172 and take such other actions as may be reasonably necessary to facilitate the
registration of the Registrable Securities hereunder.




          (k) The Company shall use commercially reasonable efforts to list the Registrable Securities
covered by such registration statement with any securities exchange on which the Common Stock of
the Company is then listed.




     2.5 Suspension of Sales. Upon receipt of written notice from the Company that a
registration statement or prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made (a “Misstatement”),
each Holder who holds Registrable Securities shall forthwith discontinue disposition of Registrable
Securities until such Holder has received copies of the supplemented or amended prospectus that
corrects such Misstatement, or until such Holder is advised in writing by the Company that the use
of the prospectus may be resumed, and, if so directed by the Company, such Holder shall deliver to
the Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the prospectus covering such Registrable Securities current at the time of
receipt of such notice. The total number of days that any such suspension may be in effect in any
180 day period shall not exceed 45 days, except for periods where the registration statement is
suspended due to amendments required with respect to registration statements and amendments filed
in order to update a registration statement on Form S-1, in each case, solely as a result of the
filing of periodic reports and Forms 8-K under the Exchange Act.



     2.6 Termination of Registration Rights. A Holder’s registration rights shall expire
if all Registrable Securities held by such Holder (and its Affiliates, partners, members and former
members) may be sold without volume or manner of sale restrictions under Rule 144, and without the
requirement for the Company to be in compliance with the current public information requirements
under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company.



     2.7 Delay of Registration; Furnishing Information.



          (a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise
delaying any such registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.




          (b) It shall be a condition precedent to the obligations of the Company to take any action
pursuant to Sections 2.1 or Section 2.2 that the selling Holders shall furnish to
the Company such information regarding themselves, the Registrable Securities held by them and the
intended method of disposition of such securities as shall be required to effect the registration
of their Registrable Securities.




     2.8 Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 2:



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          (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder,
the officers, directors, agents, general partners, managing members, managers, affiliates and
employees of each Holder (collectively, “Holder Affiliates”), and each Person, if any, who
controls such Holder and Holder Affiliates within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, or the Exchange Act or other federal or state law, insofar
as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations (collectively, a
“Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, except to the extent that such untrue
statement or alleged untrue statement is based solely upon information provided in writing by such
Holder expressly for use therein, (ii) the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein not misleading,
except to the extent that such omission or alleged omission is based solely upon information
provided in writing by such Holder expressly for use therein or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities
law; and the Company will pay to each such Holder or Holder Affiliate, or controlling person, as
accrued, any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such settlement is effected
without the prior written consent of the Company.




          (b) To the extent permitted by law and provided that such Holder is not entitled to
indemnification pursuant to Section 2.8(a) above with respect to such matter, each selling
Holder (severally and not jointly) will indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, and each Person, if any,
who controls the Company within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities to which any of the foregoing persons may become subject
under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any
(i) untrue statement or alleged untrue statement of a material fact regarding such Holder and
provided in writing by such Holder expressly for use in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments, supplements or free
writing prospectuses thereto or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such registration
statement, preliminary or final prospectus, amendment, supplement or free writing prospectuses
thereto, in reliance upon and in conformity with written information furnished by such Holder
expressly for use in connection with such registration statement; and each such Holder will pay the
Company or controlling Person, as accrued, any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage, liability, or action as
a result of such Holder’s untrue statement or omission; provided, however, that the indemnity
agreement contained in this Section 2.8(b) shall not apply to amounts paid in








12









 







settlement of any such loss, claim, damage, liability or action if such settlement is effected without the
consent of the Holders; provided, that, (x) the indemnification obligations in this Section
2.8(b) shall be individual and several not joint for each Holder and (y) in no event shall the
aggregate of all indemnification payments by any Holder under this Section 2.8(b) exceed
the net proceeds from the offering received by such Holder.




          (c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of
the commencement of any claim or action (including any governmental action), such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties which may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the
reasonable fees and expenses of such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the indemnified party under this Section
2.8, except to the extent such failure to give notice has a material adverse effect on the
ability of the indemnifying party to defend such action.




          (d) If the indemnification provided for in this Section 2.8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement or omission. Notwithstanding
the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 2.8(d) will be limited to an amount equal to the per share offering price
(less any underwriting discount and commissions) multiplied by the number of shares sold by such
Holder pursuant to the registration statement which gives rise to such obligation to contribute
(less the aggregate amount of any damages which such Holder has otherwise been required to pay in
respect of such loss, liability, claim, damage, or expense or any substantially similar loss,
liability, claim, damage, or expense arising from the sale of such Registrable Securities). No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution hereunder from any person who was not guilty of
such fraudulent misrepresentation.





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          (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control; provided that the indemnification provisions of the Holders
in any underwriting agreement may not conflict with the provisions of this Section 2.8
without the consent of the Holders.




          (f) The obligations of the Company and the Holders under this Section 2.8 shall
survive the completion of any offering of shares of Common Stock in a registration statement under
this Section 2.8, and otherwise. The indemnity and contribution agreements contained in
this Section 2.8 are in addition to any liability that an indemnifying party may have to an
indemnified party.




     2.9 Rule 144 Reporting. With a view to making available to the Holders the benefits
of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to use its reasonable best efforts to:



          (a) make and keep public information available, as those terms are understood and defined in
Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after
the effective date of this Agreement;




          (b) file with the SEC, in a timely manner, all reports and other documents required of the
Company under the Exchange Act; and




          (c) so long as a Holder owns any Registrable Securities, furnish to such Holder promptly upon
request: a written statement by the Company as to its compliance with the reporting requirements of
Rule 144, and of the Exchange Act; a copy of the most recent annual or quarterly report of the
Company; and such other reports and documents as a Holder may reasonably request in availing itself
of any rule or regulation of the SEC allowing it to sell any such securities without registration.




SECTION 3. MISCELLANEOUS




     3.1 S-3 Eligibility; Registration, Priority and Other Rights of the U.S. Department of the
Treasury. The Investors acknowledge that, as of the date of this Agreement, the Company is not
eligible to utilize Form S-3 and that there can be no assurance as to when, or even if, the Company
will become eligible to utilize Form S-3. Further, the Investors acknowledge that the U.S. Department of the Treasury has certain registration rights as a result of the Company’s
participation in the TARP Capital Purchase Program. Accordingly, the Investors acknowledge that
the U.S. Department of the Treasury may have registration, priority and other rights that could
effect the Investors’ rights hereunder.



     3.2 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including any transferees of any shares of Registrable
Securities). In addition, whether or not any express assignment shall have been made, the
provisions of this Agreement which are for the benefit of the Holders as such shall be for the



14









 




benefit of, and enforceable by, any subsequent Holder. Nothing in this Agreement, express or
implied, is intended to, as shall confer upon any Person other than the parties hereto or their
respective successors and assigns (including any transferees of any shares of Registrable
Securities) or any subsequent Holder any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.




     3.3 Governing Law. This Agreement shall be governed by and construed under the laws
of the State of New York without regard to its conflicts of laws rules.



     3.4 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.



     3.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.



     3.6 Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the address indicated
for such party on the signature page hereof, or at such other address as such party may designate,
or by delivery with a reliable overnight delivery service by three (3) days’ advance written notice
to the other parties.



     3.7 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company,
and the Holders as long as the Holders hold Registrable Securities. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of any Registrable
Securities then outstanding and the Company.



     3.8 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.



     3.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by
any Holders which are Affiliates shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.



     3.10 Entire Agreement. This Agreement and any other agreement entered into between
any Investor and the Company constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter hereof.



     3.11 No Piggyback on Registrations. Neither the Company nor any of its security
holders (other than holders of Registrable Securities, CapGen and the U.S. Department of Treasury)
may include securities of the Company in a Mandatory Registration hereunder.



15









 





     IN WITNESS WHEREOF, the parties hereto have caused and this Agreement to be executed by their
respect undersigned officers thereunder duly authorizing as of the date set forth in the first
paragraph hereof.



	 	 	 	 	 
	 	SEACOAST BANKING CORPORATION OF FLORIDA


 	 
	 	By:  	/s/ Dennis S. Hudson, III
 	 
	 	 	Name:  	Dennis S. Hudson, III 	 
	 	 	Title:  	Chairman & Chief Executive Officer 	 
	 
	 	Address:



815 Colorado Avenue

Stuart, Florida 34994





[INVESTOR]


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address: