ex-10.1






EXHIBIT 10.1




CapGen Financial Partners

280 Park Avenue

40th Floor West, Suite 401

New York, New York 10017




August 10, 2009




Mr. Dennis S. Hudson, III

Chairman and Chief Executive Officer

Seacoast Banking Corporation of Florida

815 Colorado Avenue

Stuart, Florida 34994




Re: Investment in Seacoast Banking Corporation of Florida Common Stock




Dear Denny:




     This letter of intent (“Letter of Intent”) outlines the basic terms and conditions
upon which CapGen Financial Partners and its designated affiliate(s) (the “Investor”) are
willing to purchase and Seacoast Banking Corporation of Florida (the “Company”) is willing
to sell 6 million shares of common stock, par value $0.10 per share (the “Common Stock”) at
the public offering price established for the offering described in the Company’s registration
statement on Form S-1, as amended (Commission File No. 333-160133) (the “Registration
Statement”).



     1. The Company commits to offer and sell to the Investor 6 million newly-issued,
fully-registered shares of Common Stock pursuant to a prospectus filed as part of the Registration
Statement (the “CapGen Offering”).



     2. The Investor confirms its intent to buy 6 million shares of Common Stock at the public
offering price up to a maximum price of $2.50 per share of Common Stock upon the terms and
conditions described herein.



     3. The public offering base number of shares will be decreased to 28.5 million shares plus an
underwriter’s overallotment of 15% (the “Underwritten Offering”) to reflect the 6 million
shares to be offered separately to the Investor.



     4. The Investor’s purchase of Common Stock will be subject only to the receipt of necessary
regulatory approvals, the accuracy of representations and warranties solely regarding the shares of
Common Stock (i.e., the shares of Common Stock to be sold and delivered to the Investor are duly
authorized, validly issued, fully paid, nonassessable, and free of liens) and the closing of the
Underwritten Offering (whether or not any shares subject to an overallotment option granted to the
underwriters for the Underwritten Offering are exercised or not. The closing (the
“Closing”) of the Investor’s purchase will occur immediately upon the receipt of the last
required regulatory approval



 









 







and the expiration of any related statutory waiting period, provided the Investor shall have
10 days to call funds for investment from its investors, which call shall be made within 5 days
after receipt of the last regulatory approval, unless mutually agreed by the Investor and the
Company.



     5. At the Closing, the Company will increase its board of directors by one person and fill the
resulting vacancy with a designee of the Investor. For so long as the Investor holds all the
shares purchased pursuant to this Letter of Intent and any definitive agreement, the Company’s
nominating committee will nominate a designee of the Investor to the Company’s board of directors,
and such designee shall serve as a director of the Company for so long as the Investor holds all
the shares purchased pursuant to this Letter of Intent and any definitive agreement.



     6. At the Closing, the Company will grant the Investor pre-emptive rights on future capital
raises for 24 months, provided these preemptive rights shall immediately terminate if the Investor
sells any of the shares of Common Stock purchased by the Investor in the CapGen Offering.



     7. The Investor agrees to file all regulatory applications and notices needed for Closing,
which will include requests for regulatory authorization to become a bank holding company with
respect to the Company and Seacoast National Bank by raising the Investor’s percentage interest in
the Company over time, as soon as possible and not later than 10 days of the closing of the
Underwritten Offering. The Investor will request expedited processing of such applications and
notices. The Company will promptly seek shareholder approval, if any, needed for Closing.



     The Company agrees to use its reasonable best efforts to assist Investor in securing all
required regulatory approvals.



     The Investor confirms that it has completed its diligence, and that its designated affiliate,
which will purchase the Common Stock, is not currently a bank holding company for purposes of the
Bank Holding Company Act of 1956, as amended, and such designated affiliate will not “control” any
depository institution other than the Bank.



     This Letter of Intent is nonbinding until the Registration Statement becomes effective (the
“Effective Date”), and is subject to the Parties entering into a mutually acceptable
definitive stock purchase agreement containing representations and warranties consistent with those
contained in the underwriting agreement filed as an exhibit to the Registration Statement. Such
representations and warranties, except those solely related to the shares of Common Stock (i.e.,
that the shares of Common Stock to be sold and delivered to the Investor are duly authorized,
validly issued, fully paid, nonassessable, and free of liens) shall expire at the closing of the
Offering without regard to any overallotment option, and the accuracy of no other representations
or warranties shall be a condition to the Closing. This Letter of Intent shall terminate if the
Effective Date does not occur on or before August 31, 2009.



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     This Letter of Intent 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.



     If the foregoing is consistent with your understanding and is acceptable to you, please
execute one copy of this Letter of Intent and return it to us. This Letter of Intent may be
executed by facsimile or electronically, and when so executed shall have the same force and effect
as a manually executed original.



     We are excited about this opportunity to invest in the Company and look forward to a long and
productive relationship.



	 	 	 	 	 
	 	Yours very truly,

 	 
	 	/s/
John P. Sullivan
 	 
	 	Managing Director 	 
	 	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED:
	 
	 	 	 	 
	SEACOAST BANKING
CORPORATION OF 
FLORIDA
	 
	 	 	 	 
	By:
	 	/s/
Dennis S. Hudson, III 	 	 
	 

	 	 

Dennis S. Hudson, III
	 	 
	 

	 	Chairman and Chief Executive Officer	 	 







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