Exhibit 10.15




 





 


 


STOCK PURCHASE AGREEMENT


 


 


by and between


 


 


WILSHIRE STATE BANK


 


and


 


OSB FINANCIAL SERVICES, INC.


 


and joined by


 


OSB DELAWARE FINANCIAL SERVICES, INC.


 


and


 


ORANGE SAVINGS BANK, SSB


 


 


Dated as of August 5, 2004




 


 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I. PURCHASE AND SALE OF THE SHARES

  	
   

  	
  2

  
	
  Section 1.01 Acquisition of the Shares

  	
   

  	
  2

  
	
  Section 1.02 Purchase Price

  	
   

  	
  2

  
	
  Section 1.03 Closing and Closing Date

  	
   

  	
  2

  
	
  Section 1.04 Actions to be Taken at the
  Closing by the Seller

  	
   

  	
  2

  
	
  Section 1.05 Actions to be Taken at the
  Closing by the Purchaser

  	
   

  	
  3

  
	
  Section 1.06 Further Assurances

  	
   

  	
  3

  
	
  ARTICLE
  II. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

  	
   

  	
  3

  
	
  Section 2.01 Compliance with Representations,
  Warranties and Agreements

  	
   

  	
  3

  
	
  Section 2.02 Proceedings and Documents

  	
   

  	
  3

  
	
  Section 2.03 Governmental and Regulatory
  Approvals

  	
   

  	
  3

  
	
  Section 2.04 Closing of the Related
  Transactions

  	
   

  	
  4

  
	
  Section 2.05 No Litigation

  	
   

  	
  4

  
	
  Section 2.06 Retained Assets

  	
   

  	
  4

  
	
  ARTICLE
  III. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER

  	
   

  	
  4

  
	
  Section 3.01 Compliance with Representations,
  Warranties and Agreements

  	
   

  	
  4

  
	
  Section 3.02 Proceedings and Documents

  	
   

  	
  5

  
	
  Section 3.03 Governmental and Regulatory
  Approvals

  	
   

  	
  5

  
	
  Section 3.04 Closing of the Related
  Transactions

  	
   

  	
  5

  
	
  Section 3.05 Deposit

  	
   

  	
  5

  
	
  ARTICLE
  IV. REPRESENTATIONS AND WARRANTIES OF THE SELLER

  	
   

  	
  5

  
	
  Section 4.01 Ownership of the Shares

  	
   

  	
  5

  
	
  Section 4.02 Organization and Qualification
  of the Delaware Company and the Seller

  	
   

  	
  6

  
	
  Section 4.03 Organization and Qualification
  of the Bank

  	
   

  	
  6

  
	
  Section 4.04 Authority and Enforceability

  	
   

  	
  6

  
	
  Section 4.05 No Breach of Contract

  	
   

  	
  6

  
	
  Section 4.06 Bank Capitalization

  	
   

  	
  6

  
	
  Section 4.07 Compliance with Applicable Laws

  	
   

  	
  7

  
	
  Section 4.08 No Consents Necessary

  	
   

  	
  7

  
	
  Section 4.09 Filing of Tax Returns

  	
   

  	
  7

  
	
  Section 4.10 Books and Records

  	
   

  	
  7

  
	
  Section 4.11 Regulatory Compliance

  	
   

  	
  7

  
	
  Section 4.12 Litigation; Lender Liability

  	
   

  	
  7

  
	
  Section 4.13 Insurance

  	
   

  	
  8

  
	
  Section 4.14 Undisclosed Liabilities

  	
   

  	
  8

  
	
  Section 4.15 Environmental Compliance

  	
   

  	
  8

  
	
  Section 4.16 Employee Benefit Plans

  	
   

  	
  8

  
	
  ARTICLE
  V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

  	
   

  	
  8

  
	
  Section 5.01 Organization and Qualification
  of the Purchaser

  	
   

  	
  8

  
	
  Section 5.02 Authority and Enforceability

  	
   

  	
  9

  
	
  Section 5.03 No Breach of Contract

  	
   

  	
  9

  
	
  Section 5.04 No Consents Necessary

  	
   

  	
  9

  
	
  ARTICLE
  VI. OBLIGATIONS AND COVENANTS OF THE SELLER

  	
   

  	
  9

  
	
  Section 6.01 Best Efforts

  	
   

  	
  9

  
	
  Section 6.02 Confidentiality

  	
   

  	
  9

  
	
  Section 6.03 Compliance with Transfer
  Requirements

  	
   

  	
  10

  
	
  Section 6.04 Information for Applications and
  Statements

  	
   

  	
  10

  
	
  Section 6.05 Required Acts

  	
   

  	
  10

  
	
  Section 6.06 Prohibited Acts

  	
   

  	
  10

  
	
  Section 6.07 Untrue Representations

  	
   

  	
  11

  
	
  Section 6.08 Litigation and Claims

  	
   

  	
  11

  
	
  ARTICLE
  VII. OBLIGATIONS AND COVENANTS OF THE PURCHASER

  	
   

  	
  11

  
	
  Section 7.01 Best Efforts

  	
   

  	
  11

  



 


i

















 


	
  Section 7.02 Confidentiality

  	
   

  	
  12

  
	
  Section 7.03 Information for Applications and
  Statements

  	
   

  	
  12

  
	
  Section 7.04 Untrue Representations

  	
   

  	
  12

  
	
  Section 7.05 Litigation and Claims

  	
   

  	
  12

  
	
  Section 7.06 Non Solicitation

  	
   

  	
  12

  
	
  Section 7.07 Purchaser Deposit

  	
   

  	
  13

  
	
  ARTICLE
  VIII. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENT AND OBLIGATIONS;

  	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  	
  13

  
	
  Section 8.01 Survival

  	
   

  	
  13

  
	
  Section 8.02 Indemnification by the Seller
  and OSB

  	
   

  	
  13

  
	
  Section 8.03 Indemnification by the Purchaser

  	
   

  	
  14

  
	
  Section 8.04 Control of Litigation

  	
   

  	
  14

  
	
  ARTICLE
  IX. TERMINATION AND ABANDONMENT

  	
   

  	
  16

  
	
  Section 9.01 Right of Termination

  	
   

  	
  16

  
	
  Section 9.02 Notice of Termination

  	
   

  	
  17

  
	
  Section 9.03 Effect of Termination

  	
   

  	
  17

  
	
  Section 9.04 Termination Fee

  	
   

  	
  17

  
	
  ARTICLE
  X. MISCELLANEOUS

  	
   

  	
  17

  
	
  Section 10.01 Notices

  	
   

  	
  17

  
	
  Section 10.02 Entire Agreement

  	
   

  	
  18

  
	
  Section 10.03 GOVERNING LAW

  	
   

  	
  18

  
	
  Section 10.04 Severability

  	
   

  	
  18

  
	
  Section 10.05 Attorneys’ Fees and Costs

  	
   

  	
  19

  
	
  Section 10.06 Specific Performance

  	
   

  	
  19

  
	
  Section 10.07 Multiple Counterparts

  	
   

  	
  19

  
	
  Section 10.08 Rules of Construction

  	
   

  	
  19

  
	
  Section 10.09 Commissions

  	
   

  	
  19

  
	
  Section 10.10 Binding Agreement; No
  Assignment

  	
   

  	
  19

  
	
  Section 10.11 Time Is Of The Essence

  	
   

  	
  20

  
	
  Section 10.12 Publicity

  	
   

  	
  20

  



 


ii

















 


STOCK PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the
5th day of August,
2004, by and between WILSHIRE STATE BANK, a California state chartered bank
(the “Purchaser”) and OSB FINANCIAL SERVICES, INC., a Texas corporation (the “Seller”),
and joined in by OSB DELAWARE FINANCIAL SERVICES, INC., a Delaware corporation
(the “Delaware Company”), and Orange Savings Bank, SSB, a Texas state savings
bank (“OSB”).


 


W I T N E S S E T H:


 


WHEREAS,
the Purchaser is a California state bank with its principal offices in Los
Angeles, California;


 


WHEREAS,
the Seller is a Texas corporation and registered bank holding company with its
principal offices in Orange, Texas;


 


WHEREAS,
the Seller owns all of the issued and outstanding shares of common stock of the
Delaware Company;


 


WHEREAS,
the Delaware Company is a Delaware corporation and registered bank holding
company with its principal offices in Dover, Delaware;


 


WHEREAS,
Seller indirectly owns, through the Delaware Company, all of the issued and
outstanding shares of common stock of OSB, and all of the issued and
outstanding shares of common stock (individually, a “Share,” and collectively,
the “Shares”) of Orange Savings Bank of Texas, SSB, a Texas state savings bank
with its principal offices located in Mauriceville, Texas (“OSBOT”);


 


WHEREAS,
the Seller desires to cause the Delaware Company to sell the Shares for cash
and the Purchaser desires to purchase the Shares from the Seller through the
Delaware Company on the terms and conditions contained herein (the “Stock
Acquisition”). Upon completion of the Stock Acquisition, the Purchaser shall be
entitled to immediately engage in banking business in the State of Texas;


 


WHEREAS,
the Stock Acquisition transaction contemplated by this Agreement is part of a
series of integrated transactions by and among the Purchaser, the Seller, the
Delaware Company, OSBOT and OSB, which other transactions include the affiliate
merger of OSBOT with and into OSB with each of OSBOT and OSB surviving the
merger (the “Affiliate Merger Transaction”), OSB’s establishment of branches at
the former locations of OSBOT, the relocation by OSBOT of its domicile or main
office to a location to be determined by the Purchaser in the city limits of
Dallas, Texas, and the merger of OSBOT with and into Purchaser (the Affiliate
Merger Transaction, the establishment of branches by OSB, and the relocation of
the domicile or head office of OSBOT in the city limits of Dallas, Texas are
herein described as the “Related Transactions”), which Related Transactions
will be consummated in conjunction with the Closing (as herein defined) of the
Stock Acquisition as well as any other transactions described in this
Agreement; and


 


1

















 


WHEREAS,
the Delaware Company joins this Agreement and appoints the Seller to act on its
behalf in consummating the Stock Acquisition Transaction.


 


NOW,
THEREFORE, for and in consideration of the foregoing and of the mutual
representations, warranties, covenants and agreements contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the conditions set
forth below, the parties, intending to be legally bound, undertake, promise, covenant
and agree with each other as follows:


 


ARTICLE I.

PURCHASE
AND SALE OF THE SHARES


 


Section 1.01           Acquisition of the Shares.
On the terms and subject to the conditions contained in this Agreement, the
Purchaser hereby agrees to purchase and the Seller hereby agrees to sell,
convey, transfer and assign the Shares to the Purchaser, free and clear of all
liens, security interests, pledges, encumbrances, buy-sell agreements,
preemptive rights and adverse claims of every kind and character whatsoever.


 


Section 1.02           Purchase Price.
As consideration for the sale of the Shares, the Purchaser shall pay the Seller
the aggregate amount of $3,205,000 (the “Purchase Price”) in cash at the
Closing, after consummation of the Related Transactions. At Closing, the Seller
shall ensure that OSBOT has Retained Assets (as defined in Section 2.06)
with a fair market value equal to $3,500,000, which shall include $500,000 in
deposits made by the Purchaser or any of its related entities on or prior to
the Closing Date (as defined below).


 


Section 1.03           Closing and Closing Date.
The Stock Acquisition provided for in this Agreement shall be consummated at a
closing (the “Closing”) to be held at a time and place mutually agreed upon by
the Seller, and the Purchaser, which date (the “Closing Date”) shall be not
later than ten (10) days following the receipt of all necessary
regulatory, corporate and other approvals necessary for the consummation of the
transactions contemplated in this Agreement and the Related Transactions (as
required by Section 2.03 and Section 3.03 of this Agreement) and the
expiration of any mandatory waiting periods.


 


Section 1.04           Actions to be Taken at the Closing by the
Seller. At the Closing, after the consummation of
the Related Transactions, the Seller shall execute and acknowledge (as
appropriate) and deliver to the Purchaser such documents and certificates
necessary to carry out the terms and provisions of this Agreement, including
the following (all of such actions constituting conditions precedent to the
Purchaser’s obligations to consummate hereunder):


 


A.            Certificates evidencing and representing the Shares, duly
endorsed in blank or accompanied by stock powers executed in blank. The Shares
shall be delivered to the Purchaser free and clear of any and all liens,
pledges, security interests, encumbrances, buy-sell agreements, preemptive
rights and adverse claims of every kind and character whatsoever.


 


B.            A certificate, dated as of the Closing Date, executed by
the appropriate officers of the Seller, pursuant to which the Seller shall
certify that all of the


 


2

















 


representations
and warranties made in ARTICLE IV of this Agreement are true and correct in all
material respects on and as of the Closing Date as if made on such date.


 


C.            Charter of OSBOT and authenticated copies of all
corporate books and records, including, without limitation, the minute books
and stock transfer records, and any other relevant authenticated documents of
OSBOT.


 


D.            The written resignation of all executive officers and
directors of OSBOT.


 


Section 1.05           Actions to be Taken at the Closing
by the Purchaser. At the Closing, after the consummation of the Related
Transactions, the Purchaser shall deliver to the Seller the Purchase Price for the
Shares by one or more wire transfers.


 


Section 1.06           Further Assurances. At any
time and from time to time after the Closing, at the request of any party to
this Agreement arid without further consideration, any party so requested shall
execute and deliver such other instruments and take such other actions as the
requesting party may reasonably deem necessary or desirable in order to effect
the transactions contemplated hereby.


 


ARTICLE II.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER


 


All
obligations of the Purchaser are subject to the fulfillment, prior to or at the
Closing, of each of the following conditions, any or all of which may be waived
in whole or in part by the Purchaser.


 


Section 2.01           Compliance with Representations,
Warranties and Agreements. All representations and warranties made by the
Seller in this Agreement shall have been true and correct when made and shall
be true and correct in all material respects as of the Closing with the same
force and effect as if such representations and warranties were made at and as
of the Closing. The Seller shall have performed or complied in all material
respects with all agreements, terms, covenants and conditions required by this
Agreement to be performed or complied with by the Seller prior to or at the
Closing.


 


Section 2.02           Proceedings and Documents. All
actions, proceedings, instruments and documents required to effectuate this
Agreement or incidental hereto shall be satisfactory in substance and form to
the Purchaser, and the Purchaser shall have received all such counterpart
originals or certified or other copies of such documents as it may reasonably
request, including certified copies of all resolutions authorizing this
Agreement and the transactions contemplated herein.


 


Section 2.03           Governmental and Regulatory
Approvals. The Purchaser and Seller shall have obtained all governmental
and regulatory approvals and consents necessary for the consummation of the
transactions described in this Agreement on terms and conditions satisfactory
to the Purchaser. Such approvals include, without limitation, the approval of
the Board of Governors of the Federal Reserve System (the “Federal Reserve”)
for the Purchaser to


 


3

















 


acquire
control of OSBOT and for OSBOT to move its domicile to Dallas, Texas and to
engage in the business of banking at such location and any other location in
Texas thereafter.


 


Section 2.04           Closing of the Related
Transactions. OSB and OSBOT shall have executed an Agreement and Plan of Merger
(the “Affiliate Merger Agreement”) substantially in the form attached hereto as
Exhibit A and shall have obtained the approval of the Texas Savings
and Loan Department (the “S&L Department”) for the Affiliate Merger
Transaction contemplated therein. Furthermore, the Purchaser and Seller shall
have obtained (or caused OSBOT to obtain, as applicable) the approval of the
S&L Department for OSBOT to relocate its head office or domicile to a
location in the city limits of Dallas, Texas, designated by the Purchaser and
for the establishment of a branch of OSBOT at the former main office location.
The Seller shall have caused OSB to obtain the approval of the S&L
Department for the establishment of branches of OSB at the former offices of
OSBOT. The Related Transactions shall have been consummated prior to the
Closing of the transactions contemplated by this Agreement.


 


Section 2.05           No Litigation. No action shall
have been taken, and no statute, rule, regulation or order shall have been
promulgated, enacted, entered, enforced or deemed applicable to this Agreement
or the transactions contemplated hereby by any governmental authority or by any
court, including the entry of a preliminary or permanent injunction, that would
(a) make this Agreement or the transactions contemplated hereby illegal,
invalid or unenforceable, (b) require the divestiture of a material
portion of the assets of the Purchaser or OSBOT, except as contemplated by the
Related Transactions, (c) impose material limits in the ability of any
party to this Agreement to consummate the Agreement or the transactions
contemplated hereby, or (d) if this Agreement or the transactions
contemplated hereby are consummated, subject the Purchaser or any officer,
director, shareholder or employee of the Purchaser to criminal or civil
liability. No action or proceeding before any court or governmental authority
shall be threatened, instituted or pending that would reasonably be expected to
result in any of the consequences referred to in clauses (a) through (d) above.


 


Section 2.06           Retained Assets. The assets of
OSBOT on the Closing Date, after consummation of the Related Transactions,
shall consist entirely of cash (collectively, “Retained Assets”) in an amount
equal to $3,500,000, which shall include $500,000 in deposits made by the
Purchaser or any of its related entities on or prior to the Closing Date.


 


ARTICLE III.


CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
SELLER


 


All
obligations of the Seller under this Agreement are subject to the fulfillment,
prior to or at the Closing, of each of the following conditions, any or all of
which may be waived in whole or in part by the Seller:


 


Section 3.01           Compliance with Representations,
Warranties and Agreements. All representations and warranties made by the
Purchaser in this Agreement shall have been true and correct when made and
shall be true and correct in all material respects as of the Closing with the
same force and effect as if such representations and warranties were made at
and as of the


 


4

















 


Closing.
The Purchaser shall have performed or complied in all material respects with
all agreements, terms, covenants and conditions required by this Agreement to
be performed or complied with by the Purchaser prior to or at the Closing.


 


Section 3.02           Proceedings and Documents.
All actions, proceedings, instruments and documents required to effectuate this
Agreement or incidental hereto shall be satisfactory in substance and form to
the Seller, and the Seller shall have received all such counterpart originals
or certified or other copies of such documents as they may reasonably request,
including certified copies of all proceedings authorizing this Agreement and
the transactions contemplated hereby.


 


Section 3.03           Governmental and Regulatory Approvals.
The Purchaser and Seller shall have obtained all governmental and regulatory
approvals and consents necessary for the consummation of the transactions
described in this Agreement on terms and conditions satisfactory to the Seller.
Such approvals include, without limitation, the approval of the Federal Reserve
for the Purchaser to acquire control of OSBOT and for OSBOT to move its
domicile to Dallas, Texas and to engage in the business of banking at such
location and any other location in Texas thereafter.


 


Section 3.04           Closing of the Related Transactions.
OSB and OSBOT shall have executed the Affiliate Merger Agreement substantially
in the form attached hereto as Exhibit A
and shall have obtained the
approval of the Texas Savings and Loan Department (the “S&L Department”)
for the Affiliate Merger Transaction contemplated therein. Furthermore, the
Purchaser and Seller shall have obtained (or caused OSBOT to obtain, as
applicable) the approval of the S&L Department for OSBOT to relocate its
head office or domicile to a location in the city limits of Dallas, Texas,
designated by the Purchaser and for the establishment of a branch of OSBOT at
the former main office location. The Seller shall have caused OSB to obtain the
approval of the S&L Department for the establishment of branches of OSB at
the former offices of OSBOT. The Related Transactions shall have been
consummated prior to the Closing of the transactions contemplated by the
Agreement.


 


Section 3.05           Deposit. The Purchaser or any
of its related entities shall have deposited $500,000 into a depository account
at OSBOT.


 


ARTICLE IV.

REPRESENTATIONS
AND WARRANTIES OF THE SELLER


 


The
Seller hereby makes the following representations, warranties and covenants to
the Purchaser on behalf of itself and of the Delaware Company as of the date of
this Agreement and as of the Closing Date.


 


Section 4.01         Ownership of the Shares.
The Seller represents and warrants that it is the sole shareholder of the
Delaware Company, and that the Delaware Company is the sole record and
beneficial owner of the Shares. The Delaware Company has good and marketable
title to the Shares and, on the Closing Date, shall have the absolute right to
sell, assign and transfer the Shares free and clear of all liens, security interests,
pledges, encumbrances, buy-sell agreements, preemptive rights or adverse claims
of any kind or character whatsoever. The Seller represents


 


5

















 


and
warrants that upon delivery of the Purchase Price for the Shares in accordance
with this Agreement, good and marketable title to such shares shall be
delivered to the Purchaser.


 


Section 4.02           Organization and Qualification of
the Delaware Company and the Seller. The Delaware Company is a Delaware
corporation and a registered bank holding company under the Bank Holding
Company Act of 1956, as amended (the “BHCA”), and is duly organized, validly
existing and in good standing under the laws of the State of Delaware and all
laws, rules and regulations applicable to bank holding companies. The
Seller is a Texas corporation and a registered bank holding company under the
BHCA, and is duly organized, validly existing and in good standing under the
laws of the State of Texas and all laws, rules and regulations applicable
to bank holding companies. Each of the Delaware Company and the Seller has all
requisite corporate power and authority (including all licenses, franchises,
permits and other governmental authorizations as are legally required) to carry
on its business as now being conducted, to own, lease and operate its
properties and assets as now owned, leased or operated and to carry out its
obligations under this Agreement.


 


Section 4.03           Organization and Qualification of
the Bank. OSBOT is a Texas state savings bank, duly organized, validly
existing and in good standing under the laws of the State of Texas and all
laws, rules and regulations applicable to Texas state savings banks. OSBOT
has all requisite corporate power and authority (including all licenses, franchises,
permits and other governmental authorizations as are legally required) to carry
on its business as now being conducted, to own, lease and operate its
properties and assets as now owned, leased or operated.


 


Section 4.04           Authority and Enforceability.
The Seller has full legal capacity and authority to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws and judicial decisions affecting the rights of creditors generally
and by general principles of equity (whether applied in a proceeding at law or
in equity).


 


Section 4.05           No Breach of Contract. Neither
the execution, delivery or performance of this Agreement, nor the consummation
of the transactions contemplated hereby, nor the fulfillment of the terms
hereof, will conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under the Articles or Bylaws of the
Seller or OSBOT or of any material agreement, indenture, instrument, lien,
charge, encumbrance or undertaking to which any of the Seller or OSBOT is a
party or by which any of the properties of the Seller or OSBOT may be bound or
affected, and does not cause any lien, charge or other encumbrance to be
created or imposed upon any such properties by reason thereof.


 


Section 4.06           Bank Capitalization. The
entire authorized capital stock of OSBOT consists solely of 10,000,000 shares
of common stock, par value $1.00 per share, of which 1,261,152 shares are
issued and outstanding. There are no (i) other outstanding equity
securities of any kind or character, (ii) outstanding subscriptions,
options, convertible securities, rights, warrants, calls or other agreements or
commitments of any kind issued or granted by, or binding upon, OSBOT to (A) purchase
or otherwise acquire any security of or equity interest in OSBOT


 


6

















 


or
(B) issue any shares of, restricting the transfer of or otherwise relating
to shares of OSBOT’s capital stock. All Shares have been duly authorized,
validly issued and are fully paid and nonassessable, and have not been issued
in violation of the securities laws of the United States or any other
applicable jurisdiction or in violation of the preemptive rights of any person.


 


Section 4.07           Compliance with Applicable Laws.
OSBOT is not in material violation of its Articles or Bylaws, any applicable
law, statute or regulation of any governmental agency, board, bureau or body
relating to the conduct of its business and maintenance and operation of its
properties or in violation or default with respect to any order, writ,
injunction, decree or demand of any court or other governmental or regulatory
authority, any license or regulation of any governmental agency, or in material
default under any indenture, mortgage, lease, agreement or other instrument
under which OSBOT is obligated, which violation or default, respectively, would
result in a continuing liability of OSBOT that will not be assumed by OSB as
part of the Related Transactions.


 


Section 4.08           No Consents Necessary. Except
for such consents and approvals as the Purchaser and the Seller shall attempt
to obtain as described in Section 2.03 and Section 3.03 of this
Agreement, no consent, approval or order of any governmental or administrative
board or body is required for the execution and delivery by the Seller of this
Agreement and the delivery of the certificates representing the Shares.


 


Section 4.09           Filing of Tax Returns. OSBOT
has filed or caused to be filed all tax returns required by law to be filed and
has paid all taxes that OSBOT believes in good faith were due and payable
before they have become delinquent. There is no proposed tax assessment against
OSBOT. The amounts set up as provisions for current or deferred taxes on the
financial statements are sufficient for the payment of all unpaid taxes
(including any interest or penalties) of or on behalf of OSBOT applicable to
the periods covered by the financial statements, and all years and periods
prior thereto. No income tax liability of OSBOT has been asserted by the
Internal Revenue Service or Texas Comptroller of Public Accounts for taxes in
excess of those already paid.


 


Section 4.10           Books and Records. The minute
books, stock certificate books and stock transfer ledgers of OSBOT,
respectively, are complete and correct in all material respects, and there have
been no transactions involving the business of OSBOT that were required to have
been set forth therein and that have not been accurately so set forth.


 


Section 4.11           Regulatory Compliance. All
reports, records and other documents or information required to be filed by
OSBOT with any regulatory authority, including, without limitation, the FDIC,
the S&L Department and the Internal Revenue Service, have been duly and
timely filed, and all information and data contained in such reports, records
or other documents is true, accurate and correct.


 


Section 4.12           Litigation; Lender Liability.
Except as disclosed on Schedule 4.12, there is no action, lawsuit,
claim, proceeding or investigation pending, or threatened against OSBOT or
affecting OSBOT at law or in equity, or by or before any Federal, state, local
or other governmental department, commission, board, agency or instrumentality,
including without


 


7

















 


limitation
any actions involving claims against OSBOT or its respective officers or
directors. OSBOT is not in default with respect to any order, writ, injunction
or decree of any federal, state, local or foreign court, department, agency or
instrumentality. Except as disclosed on Schedule 4.12, OSBOT is not presently
engaged in any legal action as a defendant against a claim or counterclaim and
is not presently engaged in any legal action to recover moneys due to it or
damages sustained by it other than as a plaintiff in the normal course of OSBOT’s
business.


 


Section 4.13           Insurance. Set forth on Schedule
4.13 is an accurate and complete list of all policies of insurance,
including fidelity and bond insurance, of the Seller and its subsidiaries.


 


Section 4.14           Undisclosed Liabilities.
Except for those liabilities expressly retained by OSBOT under the Affiliate
Merger Agreement, on the Closing Date, OSBOT will have no other liabilities,
debts or other obligations.


 


Section 4.15           Environmental Compliance.
There are no hazardous materials in, on, underneath or around any real property
owned or leased by OSBOT. Neither the Seller, OSBOT nor OSB has received any
report or notice from any third party indicating or suggesting that there
exists, or may exist, hazardous materials in, on, underneath or around any real
property owned or leased by OSBOT. Neither the Seller, OSBOT nor OSB has any
knowledge of any notice of violations of the city, county, state, federal,
building, zoning, fire, health codes or ordinances, or other governmental
regulations filed or issued against any real property owned or leased by OSBOT.


 


Section 4.16           Employee Benefit Plans. After
the Closing, the Purchaser shall have no liability to any person (including
without limitation, the Department of Labor, Internal Revenue Service and the
Pension Benefit Guaranty Corporation) under or with respect to any Employee
Benefit Plan of OSBOT. For purposes of this Agreement, the term “Employee
Benefit Plans” means (i) all retirement and deferred compensation plans,
including defined benefit, 401(k), savings, thrift, profit sharing, money
purchase pensions, ESOP, Simplified Employee Pension and nonqualified deferred
compensation plans (e.g., deferred bonus plans, elective deferral plans and
supplemental executive plans), (ii) all welfare plans, including life,
health, accident, Accidental Death & Dismemberment, dental, vision,
disability (long and short term), hospitalization, cafeteria, sick pay
policies, unemployment reimbursement other than under state law, and severance
pay, (iii) retiree benefits, including medical benefits, (iv) employment
agreements and independent contractor arrangements, and (v) stock option
plans and (vi) other employee benefits including vacation policies,
personal day and noncash arrangements.


 


ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


Section 5.01
Organization and Qualification of the Purchaser. The Purchaser is a
California state banking association and is duly organized, validly existing
and in good standing under the laws of the State of California and all laws, rules and
regulations applicable to California state banking associations. The Purchaser
has all requisite corporate power and authority (including all licenses,
franchises, permits and other governmental authorizations as are legally
required) to carry on its business as now being conducted, to own, lease and
operate its


 


8














 


properties
and assets as now owned, leased or operated and to carry out its obligations
under this Agreement.


 


Section 5.02                                Authority and Enforceability.
The Purchaser has full legal capacity and authority to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws and judicial decisions affecting the rights of
creditors generally and by general principles of equity (whether applied in a
proceeding at law or in equity).


 


Section 5.03                                No Breach of Contract.
Neither the execution, delivery or performance of this Agreement, nor the
consummation of the transactions contemplated hereby, nor the fulfillment of
the terms thereof, will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under the Articles or
Bylaws of the Purchaser or of any material agreement, indenture, instrument,
lien, charge, encumbrance or undertaking to which any of the Purchaser is a
party or by which any of the properties of the Purchaser may be bound or affected,
and does not cause any lien, charge or other encumbrance to be created or
imposed upon any such properties by reason thereof.


 


Section 5.04                                No Consents Necessary.
Except for such consents and approvals as the Purchaser and the Seller shall
attempt to obtain as described in Section 2.03 and Section 3.03 of this Agreement, no consent, approval or order of any governmental or
administrative board or body is required for the execution and
delivery by the Purchaser of this Agreement and the payment of the
Purchase Price for the Shares.


 


ARTICLE VI.

OBLIGATIONS
AND COVENANTS OF THE SELLER


 


The
Seller hereby covenants as set forth in this ARTICLE VI.


 


Section 6.01                                Best Efforts.
The Seller shall promptly file or cause to be filed all necessary applications
to obtain any necessary governmental or regulatory approvals for the transactions described in this Agreement and the Related Transactions,
shall promptly respond to all requests for additional information requested in
connection with such applications, shall
use its best efforts to obtain
such approvals in a timely manner, and shall perform or cause to be satisfied each covenant or condition
specified in this Agreement to be performed or satisfied by the Seller.


 


Section 6.02                                Confidentiality.
The Seller shall hold in confidence all information furnished to the Seller by
the Purchaser, except as disclosure may be necessary to obtain any governmental or regulatory
approvals of the transactions described in this Agreement. In the event this
Agreement is terminated, any and all copies of the books and records of the
Purchaser received by the Seller shall be returned to the Purchaser.


 


9

















 


Section 6.03                                Compliance with Transfer
Requirements. On or before the Closing
Date, the Seller shall take all necessary steps and proceedings to enable it to
effect at the Closing a valid, indefeasible sale and transfer of the Shares to
the Purchaser.


 


Section 6.04                                Information for
Applications and Statements. The
Seller shall promptly furnish or cause OSBOT to promptly furnish to the
Purchaser, within fifteen (15) business days after the Purchaser’s request, all
information concerning OSBOT required to be included in any application or
filing to be made by the Purchaser to or filed by the Purchaser with any
governmental body in connection with the transactions contemplated by this
Agreement, or in connection with any related transactions during the pendency
of this Agreement, and the Seller represents and warrants that, to the best of
its knowledge, all information so furnished for such statements and
applications shall be true and correct in all material respects. The Seller
shall cause the Delaware Company, OSBOT and OSB to otherwise fully cooperate
with the Purchaser in the filing of any applications or other documents
necessary to consummate the transactions contemplated by this Agreement.


 


Section 6.05                                Required Acts. Prior to the Closing, the Seller shall, and
shall cause the Delaware Company and OSBOT to, unless otherwise permitted in
writing by the Purchaser:


 


A.                              operate only in the ordinary course of
business and consistent with past banking practices;


 


B.                                maintain in full force and effect all
insurance policies now in effect or renewals thereof and, except as required by
prudent business practices that do not jeopardize insurance coverage, give all
notices and present all claims under all insurance policies in due and timely
fashion;


 


C.                                timely file all reports required to be filed
with governmental authorities and observe and conform to all applicable laws,
rules, regulations, ordinances, codes, orders, licenses and permits, except
those being contested in good faith by appropriate proceedings;


 


D.                               timely file all tax returns required to be
filed by it and promptly pay all taxes, assessments, governmental charges,
duties, penalties, interest and fines that become due and payable, except those
being contested in good faith by appropriate proceedings; and


 


E.                                 withhold from each payment made to each of
its employees the amount of all taxes required to be withheld therefrom and pay
the same to the proper tax receiving authorities.


 


Section 6.06                           Prohibited Acts. Prior to the Closing, the Seller shall not
permit the Delaware Company or OSBOT to, without the prior written consent of
the Purchaser:


 


A.                              change OSBOT’s Articles or Bylaws or its
authorized capital stock;


 


10

















 


B.                                issue, reserve for issuance, grant, sell or
authorize the issuance of any shares of OSBOT’s capital stock or other securities
or subscriptions, options, warrants, calls, rights or commitments of any kind
relating to the issuance thereto;


 


C.                                terminate, cancel or surrender any contract,
lease or other agreement or suffer any damage, destruction or loss which, in
any case or in the aggregate, would result in any continuing liability of OSBOT
that will not be assumed by OSB or the Seller as part of the Related
Transactions;


 


D.                               incur any liabilities, which would not be
assumed by OSB under the Affiliate Merger Agreement; or


 


E.                                 engage in any conduct in violation of the
terms and conditions of this Agreement.


 


Section 6.07                                Untrue Representations. The Seller shall promptly notify the
Purchaser in writing if the Seller becomes aware of any fact or condition that
makes untrue, or shows to have been untrue, in any material respect, any
representation or warranty made in this Agreement or that results in the Seller’s
failure to comply with any covenant, condition or agreement contained in this
Agreement.


 


Section 6.08                                Litigation and Claims. The Seller shall promptly notify the
Purchaser in writing of any litigation, or of any claim, controversy or
contingent liability that might be expected to become the subject of
litigation, against OSBOT or affecting any of its properties, and the Seller
shall promptly notify the Purchaser of any legal action, suit or proceeding or
judicial, administrative or governmental investigation, pending or threatened
against OSBOT that questions or might question the validity of this Agreement
or any actions taken or to be taken by the Seller pursuant hereto or seeks to
enjoin or otherwise restrain the transactions contemplated hereby. As soon as
possible after the closing, Seller agrees to take all such reasonable action
and make such necessary filings in the appropriate courts to substitute OSB for
OSBOT and to cause OSBOT to be dismissed with prejudice from any litigation
cited on Schedule 4.12, provided, however, Seller and/or OSB shall have
no obligation to take any action which, in the sole judgement of Seller’s
counsel, would jeopardize Seller’s prospects for prevailing in such litigation.


 


ARTICLE VII.

OBLIGATIONS AND COVENANTS OF THE PURCHASER


 


The
Purchaser hereby covenants as set forth in this ARTICLE VII:


 


Section 7.01                                Best Efforts. The Purchaser shall promptly file or cause
to be filed all necessary applications to obtain any necessary governmental or
regulatory approvals for the transactions described in this Agreement and the
Related Transactions, shall promptly respond to all requests for additional
information requested in connection with such applications, shall use
its best efforts to obtain such approvals in a timely manner, and shall perform
or cause to be satisfied each covenant or condition specified in this Agreement
to be performed or satisfied by


 


11

















 


the
Purchaser. In the event that it becomes necessary to obtain the approval of its
shareholders, the Purchaser shall use its best efforts to obtain such approval.


 


Section 7.02                                Confidentiality. The Purchaser shall hold in confidence all
information furnished to the Purchaser by the Seller, OSBOT and OSB, except as
disclosure may be necessary to obtain any governmental or regulatory approvals
of the transactions described in this Agreement. In the event this Agreement is
terminated, any and all copies of the books and records of the Seller, the
Delaware Company, OSBOT, and OSB received by the Purchaser shall be returned to
Seller.


 


Section 7.03                                Information for
Applications and Statements. The Purchaser
shall promptly furnish to the Seller, OSBOT or OSB, within fifteen (15)
business days after the date of any request, all information concerning the
Purchaser required to be included in any application or filing to be made by
the Seller, OSBOT or OSB to or filed by the Seller, OSBOT or OSB with any
governmental body in connection with the transactions contemplated by this
Agreement, or in connection with any related transactions during the pendency
of this Agreement, and the Purchaser represents and warrants that, to the best
of its knowledge, all information so furnished for such statements and
applications shall be true and correct in all material respects. The Purchaser
shall otherwise fully cooperate with the Seller, the Delaware Company, OSBOT and
OSB in the filing of any applications or other documents necessary to
consummate the transactions contemplated by this Agreement. The Purchaser shall
provide copies of the non-public portion of the any regulatory applications to
the Seller.


 


Section 7.04                                Untrue Representations. The Purchaser shall promptly notify the
Seller in writing if the Purchaser becomes aware of any fact or condition that
makes untrue, or shows to have been untrue, in any material respect, any
representation or warranty made in this Agreement or that results in the
Purchaser’s failure to comply with any covenant, condition or agreement
contained in this Agreement.


 


Section 7.05                                Litigation and Claims. The Purchaser shall promptly notify the
Seller of any legal action, suit or proceeding or judicial, administrative or
governmental investigation pending or threatened against the Purchaser that
questions or might question the validity of this Agreement or any actions taken
or to be taken by the Purchaser pursuant hereto or seeks to enjoin or otherwise
restrain the transactions contemplated hereby.


 


Section 7.06                                Non Solicitation. For a period of two (2) years
commencing as of the Closing Date, neither the Purchaser nor the
Purchaser’s direct or indirect subsidiaries, nor the Purchaser’s successors-in-interest
shall knowingly (i) directly solicit the banking business of any persons
who are customers of OSBOT on the Closing Date, including, but not limited to,
deposit products, except for general solicitation of banking business which is
not specifically targeted to persons who are customers of OSBOT on the Closing Date, or (ii) recruit, hire, or attempt to
recruit or hire, directly or by assisting others, any person who is, or within
the preceding six (6) months was, an employee of OSBOT. Notwithstanding
the foregoing, Purchaser may hire any
person who was employed at OSBOT in any capacity other than as an officer, if
and only, if such person voluntary seeks employment with Purchaser and
Purchaser did not directly or indirectly attempt to recruit or hire such
person.


 


12

















 


Section 7.07                                Purchaser Deposit.
On or prior to the Closing Date, the Purchaser or any of its related entities
shall deposit $500,000 into a depository account at OSBOT.


 


ARTICLE VIII.

SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENT

AND OBLIGATIONS; INDEMNIFICATION


 


Section 8.01                                Survival.    The
representations, warranties, obligations, covenants, indemnities and agreements
of the Seller and the Purchaser contained in this Agreement shall survive the
Closing Date and shall continue thereafter for a period of four (4) years,
except for the representations and warranties contained in Section 4.01, Section 4.06,
Section 4.09, Section 4.14 and Section 4.15 and the indemnities
set forth in Section 8.02C (only with respect to employment related
liabilities) which shall survive without limitation.


 


Section 8.02                                Indemnification by the Seller and OSB.
The Seller and OSB agree, jointly and severally, effective as of the Closing
and thereafter, to pay, and to indemnify, save, defend and hold harmless the
Purchaser and each of its officers, directors, shareholders and representatives
and their respective heirs, successors and assigns (collectively, “Insiders”),
from and against, and shall reimburse the Purchaser and its Insiders with
respect to, any and all damages, liabilities, losses, obligations, actions,
suits, disbursements, claims, deficiencies, penalties, interest, expenses,
fines, assessments, charges and costs (including, without limitation,
reasonable attorneys’ and expert witness’ fees, costs of investigation and
court costs) of every kind (collectively, “Losses”), imposed on, incurred by or
asserted against the Purchaser or its Insiders (or any of them) in any way
relating to or arising from or out of:


 


A.                              a material breach of or in any statement,
representation or warranty of the Seller contained in this Agreement, or any
schedule, certificate or other document delivered pursuant hereto or as part of
the transactions contemplated hereby the result of which, either separately or
in the aggregate, causes the Purchaser or its affiliates damage in an amount
equal to or in excess of $10,000;


 


B.                                any legal, quasi-legal or administrative
proceedings of any nature or kind involving the Seller, the Purchaser, Delaware
Company, OSB or OSBOT based on (i) actions or omissions of the Seller, the
Delaware Company, OSB or OSBOT occurring prior to the Closing Date, or (ii) circumstances
relating to the Seller, the Delaware Company, OSB or OSBOT existing at the
Closing Date;


 


C.                                any undisclosed and/or unforeseen liability
of OSBOT (including, without limitation, any liability related to or arising
from or out of any employment relationship of OSBOT) that actually or arguably
existed prior to the Closing, whether or not such liability is assumed by OSB;


 


D.                               a material breach of any covenant of the
Seller or the failure of the Seller to perform any material agreement, covenant
or obligation of the Seller contained in this Agreement or in any other
agreement or document executed pursuant to this Agreement;


 


13

















 


E.                                 any liability arising out of the Affiliate
Merger Agreement between OSBOT and OSB; and


 


F.                                 any liability arising out of an “Environmental
Condition.” For purposes of this Agreement, “Environmental Condition” means any
condition with respect to soil, surface waters, groundwaters, land, stream
sediments, surface or subsurface strata, ambient air and any enviromnental
medium comprising or surrounding the real property and tangible personal
property ever owned, leased or used by OSBOT prior to and as of the date of
this Agreement, and immediately prior to effective time of the Stock
Acquisition, whether or not yet discovered or foreseen, which gives rise to any
monetary damage, loss, cost or expense or claim, demand or order for or
imposing financial liability against Purchaser or OSBOT by any third party.


 


Section 8.03                                Indemnification by the Purchaser. The Purchaser hereby agrees, effective as
of the Closing, to pay, and to indemnify, save and hold harmless the Seller and
each of its Insiders and their respective heirs, successors and assigns from
and against, and shall reimburse the Seller and its Insiders with respect to,
any and all Losses imposed on, incurred by or asserted against the Seller or
its Insiders (or any of them) in any way relating to or arising from or out of:


 


A.                              a material breach of or in any statement,
representation or warranty of the Purchaser contained in this Agreement, or any
schedule, certificate or other document delivered pursuant hereto or as part of
the transactions contemplated hereby the result of which, either separately or
in the aggregate, causes the Seller or its affiliates damage in an amount equal
to or in excess of $10,000;


 


B.                                any legal, quasi-legal or administrative
proceedings of any nature or kind involving the Purchaser based on actions or
omissions occurring or circumstances existing before the Closing Date or any
such proceedings involving OSBOT based on actions or omissions occurring or
circumstances existing after the Closing Date; and


 


C.                                a material breach of any covenant of the
Purchaser or the failure of the Purchaser to perform any material agreement,
covenant or obligation of the Purchaser contained in this Agreement or in any
other agreement or document executed pursuant to this Agreement,


 


Section 8.04                                Control of Litigation.


 


A.                              Promptly, or in any event within ten (10) calendar
days (in the case of service of legal process) or within thirty (30) calendar
days (in the case of any other claim), following receipt by any party to be
indemnified under the provisions of this ARTICLE VIII (the “Indemnitee”) of
notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”)
against the Indemnitee that might give rise to a claim pursuant to Section 8.01,
Section 8.02 or Section 8.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide
such indemnification under the provisions of this ARTICLE VIII (collectively,
the “Indemnitor”) indicating the nature of such claim, the basis therefor and
the estimated amount thereof. Failure to give any notice provided hereunder
shall in no way be deemed a forfeiture of any


 


14

















 


Indemnitee’s
rights to be indemnified hereunder; provided, however, if the Indemnitor shall
have been prejudiced in any material respect by such failure so to notify the
Indemnitor, the Indemnitor shall have the right to set off against any amounts
payable or that become payable by the Indemnitor under this Agreement the
amount by which the Indemnitor has been damaged as a result of the failure so
to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim
has been asserted by a third party in writing, regardless of whether actual
harm has been suffered or out-of-pocket expenses incurred.


 


B.                                At any time after the Indemnitee gives notice
to the Indemnitor of a claim being made against the Indemnitee for which a
claim for indemnity is being asserted, to the extent that such claim is not
being defended by any third party under the terms of any applicable insurance
policy or policies, the Indemnitee shall permit the Indemnitor, at the option
and expense of the Indemnitor, to assume the complete defense of such Action
with full authority to conduct such defense and to settle or otherwise dispose
of the same (except as hereinafter provided), and the Indemnitee will
reasonably cooperate in such defense. In order to assume such defense,
Indemnitor must notify Indemnitee in writing of its election to do so within
ten (10) calendar days following receipt of notice of the claim from
Indemnitee; in the event that Indemnitor does not so notify Indemnitee within
such ten (10) calendar day period, Indemnitor shall be deemed to have
elected not to assume such defense. After notice to the Indemnitee of the
Indemnitor’s election to assume the defense of such Action as provided above,
the Indemnitor shall be liable to the Indemnitee for such legal or other
expenses subsequently incurred at the request of the Indemnitor by the
Indemnitee in connection with the defense thereof.


 


C.                                The Indemnitor will not, in defense of any
such Action, except with the consent of the Indemnitee, consent to the entry of
any judgment or enter into any settlement that does not include, as an
unconditional term thereof, the release by claimant or plaintiff of Indemnitee
from all claims and/or liability in respect thereof


 


D.                               As to those Actions with respect to which the
Indemnitor does not elect to assume control of the defense, (i) the
Indemnitee will afford the Indemnitor an opportunity to participate in such
defense, at the Indemnitor’s own cost and expense; (ii) the Indemnitee
will not settle or otherwise dispose of any of the same without the consent of
the Indemnitor, which consent will not be unreasonably withheld; and (iii) the
Indemnitor agrees to reasonably cooperate in such defense.


 


E.                                 The Indemnitor shall make payments to the
Indemnitee, pursuant to the provisions hereof, with respect to Actions of third
parties as follows: with respect to out-of-pocket expenses of the Indemnitee,
on demand as incurred, and, with respect to amounts and fees owed to third
parties, to the extent not paid directly to such third parties by the
Indemnitor, on demand at the time of payment by the Indemnitee to such third
party.


 


F.                                 The liability of the Indemnitor hereunder
shall be subject to the following limitations:


 


15

















 


(i)                                Subject to the provisions of 8.04E with
respect to out-of-pocket expenses of Indemnitee, the Indemnitor shall pay
claims hereunder when a claim against the Indemnitee or its Insiders has been
established by a final judgment in litigation with a third party in which the
Indemnitor has assumed the defense, or by a settlement with a third party
consented to in writing by the Indemnitee; payment of other claims as to which
the Indemnitee may contest its liability, or claims not involving third
parties, shall be made when the dispute is settled either by litigation or
consent;


 


(ii)                             payments for amounts due the Indemnitee or
its Insiders hereunder shall be paid by either cash or cashier’s check; and


 


(iii)                          the Indemnitor shall not be liable for any
claims covered by the indemnities under Section 8.01, Section 8.02
and Section 8.03 unless the Indemnitor has been notified of such claims
pursuant to Section 8.04 within a period four (4) years from the
Closing Date; provided, however, this provision shall not apply to claims under
Section 4.01, Section 4.06, Section 4.09, Section 4.14 and Section 4.15
as to which notice may be given at any time.


 


ARTICLE IX.
 TERMINATION
AND ABANDONMENT


 


Section 9.01                                Right of Tennination. This Agreement and the transactions
contemplated hereby may be teiminated and abandoned at any time prior to or at
the Closing as follows, and in no other manner:


 


A.                              By the mutual consent of the Purchaser and
the Seller.


 


B.                                By either the Seller or the Purchaser unless,
prior to December 31, 2004,
(i) the conditions
precedent to such parties’ obligations specified in ARTICLE II and ARTICLE III,
respectively, hereof have been met or waived in writing and (ii) the Closing shall have been consummated.


 


C.                                By either the Purchaser or the Seller if any
of the transactions contemplated by this Agreement are disapproved by any
regulatory authority whose approval is required to consummate such transactions
or if any court of competent jurisdiction or other governmental body shall have
issued an order, decree or ruling or taken any other action restraining,
enjoining, invalidating or otherwise prohibiting the Agreement or the
transactions contemplated hereby and such order, decree, ruling or other action
shall have become final and nonappealable.


 


D.                               By the Purchaser or Seller if either
reasonably determines, in good faith and after consulting with counsel, there
is substantial likelihood that any necessary regulatory approval will not be
obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by
this Agreement.


 


16

















 


E.                                 By the Purchaser, if the Seller fails to
comply in any material respect with any of its covenants or agreements
contained in this Agreement or in any other agreement contemplated hereby and
such failure shall not have been cured within a period of thirty (30) calendar
days after notice from the Purchaser, or if any of the representations or
warranties of the Seller contained herein or therein shall be inaccurate in any
material respect.


 


F.                                 By the Seller, if the Purchaser fails to
comply in any material respect with any of its covenants or agreements
contained in this Agreement or in any other agreement contemplated hereby and
such failure shall not have been cured within a period of thirty (30) calendar
days after notice from the Seller, or if any of the representations or
warranties of the Purchaser contained herein or therein shall be inaccurate in
any material respect.


 


G.                                By Purchaser, if Purchaser reasonably
determines, in good faith, that an Environmental Condition exists which is
reasonably likely to have a material adverse effect on the Purchaser or OSBOT.


 


Section 9.02                                Notice of Termination. The power of termination provided for by Section 9.01
hereof may be exercised only by a notice given in writing, as provided in Section 10.01
of this Agreement.


 


Section 9.03                                Effect of Termination. Without limiting any other relief to which
either party hereto may be entitled for breach of this Agreement, in the event
of the termination and abandonment of this Agreement pursuant to the provisions
of Section 9.01 hereof, no party to this Agreement shall have any further
liability or obligation in respect of this Agreement.


 


Section 9.04                                Termination Fee. In the event that (i) this Agreement
is terminated by the Purchaser or the Seller other than as permitted in Section 9.01
(such party referred to herein as the “Terminating Party”), or (ii) either
the Purchaser or the Seller refuses to permit the consummation of the
transactions contemplated by this Agreement within the time periods specified
in Section 1.03 (such party referred to herein as the “Breaching
Party”), then such Terminating Party or Breaching Party, as the case may be,
shall, within three (3) business days following such termination, pay a
termination fee to the other party in the amount of $100,000; provided,
however, that in the event that the Seller is the Terminating Party or the
Breaching Party, as the case may be, the termination fee shall be increased by
the amount of any brokerage fees paid or payable by the Purchaser in connection
with the transactions contemplated by this Agreement, which amount shall not
exceed $20,000.


 


ARTICLE X.

MISCELLANEOUS


 


Section 10.01                          Notices. Any and all payments (other than payments at the
Closing), notices, requests, instructions and other communications required
or permitted to be given under this Agreement after the date hereof by any party hereto to any other party may be delivered
personally or by nationally recognized
overnight courier service or
sent by mail or (except in the case of payments) by telex or facsimile
transmission, at the respective addresses or transmission


 


17

















 


numbers
set forth below and shall be effective (a) in the case of personal
delivery, telex or facsimile transmission, when received; (b) in the case
of mail, upon the earlier of actual receipt or three (3) business days
after deposit in the United States Postal Service, first class certified or
registered mail, postage prepaid, return receipt requested; and (c) in the
case of nationally-recognized overnight courier service, one (1) business
day after delivery to such courier service together with all appropriate fees
or charges and instructions for such overnight delivery. The parties may change
their respective addresses and transmission numbers by written notice to all
other parties, sent as provided in this Section 10.01. All communications
must be in writing and addressed as follows:


 


IF
TO THE SELLER:


 


Mr. Darby
Byrd


President


OSB
Financial Services, Inc.

812 North 16th Street


Orange,
Texas 77631


Telecopy:
(409) 988-7759


 


IF
TO THE PURCHASER:


 


Mr. Brian
Cho


Wilshire
State Bank


3200
Wilshire Boulevard


Los
Angeles, California 90010-1302

Telecopy: (213) 427-6584


 


Section 10.02                          Entire Agreement. This Agreement is part of a series of
integrated transactions between the parties hereto. This Agreement together
with the other documents executed by the parties in connection with the Related
Transactions shall constitute the entire agreement between the parties hereto
with respect to the transactions contemplated hereby. This Agreement may be
amended, modified or supplemented only by an instrument in writing executed by
the party against which enforcement of the amendment, modification or
supplement is sought


 


Section 10.03                          GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS (INCLUDING THOSE
LAWS RELATING TO CHOICE OF LAW) APPLYING TO CONTRACTS ENTERED INTO AND TO BE
PERFORMED WITHIN THE STATE OF TEXAS, WITHOUT REGARD FOR THE PROVISIONS THEREOF
REGARDING CHOICE OF LAW.


 


Section 10.04                     Severability. In the event that any provision of this
Agreement is held to be illegal, invalid or unenforceable under present or
future laws, then (a) such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision were not a part hereof; (b) the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by such illegal, invalid or


 


18














 


unenforceable
provision or by its severance from this Agreement; and (c) there shall be
added automatically as a part of this Agreement a provision as similar in terns
to such illegal, invalid or unenforceable provision as may be possible and
still be legal, valid and enforceable.


 


Section 10.05         Attorneys’ Fees and Costs. In
the event attorneys’ fees or other costs are incurred to secure performance of
any of the obligations herein provided for, or to establish damages for the
breach thereof, or to obtain any other appropriate relief, whether by way of
prosecution or defense, the prevailing party shall be entitled to recover
reasonable attorneys’ fees and costs incurred therein.


 


Section 10.06         Specific Performance. Each of the parties hereto acknowledges that the
other parties would be irreparably damaged and would not have an adequate
remedy at law for money damages in the event that any of the covenants contained in this Agreement were not performed in accordance with its
terms or otherwise were materially breached. Each of the parties
hereto therefore agrees that, without the necessity of proving actual damages
or posting bond or other security, the other party shall be entitled to
temporary or permanent injunction or injunctions to prevent breaches of such
performance and to specific enforcement of such covenants in addition to any
other remedy to which they may be entitled, at law or in equity.


 


Section 10.07         Multiple Counterparts. For the convenience of the parties hereto, this Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
and all counterparts hereof so executed by the parties hereto, whether or not
such counterpart shall bear the execution of each of the parties hereto, shall
be deemed to be, and shall be construed as, one and the same Agreement. A
telecopy or facsimile transmission of a signed counterpart of this Agreement
shall be sufficient to bind the party or parties whose signature(s) appear
thereon.


 


Section 10.08         Rules of Construction. The descriptive headings in this Agreement
are inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement. Each use herein of the
masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and
vice versa, in each case as the context requires or as it is otherwise
appropriate. The word “or” is used in the inclusive sense.


 


Section 10.09         Commissions. The Seller and the
Purchaser agree and represent to each other that there are no commissions due
to any broker or any other person relating to the
transactions that are the subject
of this Agreement, and each
party hereto agrees to indemnify and hold harmless the other parties hereto
from any commission due as a result of its actions with respect to this
transaction.


 


Section 10.10         Binding Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of each party hereto, its successors and assigns. No party to this
Agreement shall assign this
Agreement, by operation of law
or otherwise, in whole or in part, without the prior written consent of the other parties, provided, that
the Purchaser may assign its rights
under this Agreement to an affiliate or subsidiary.


 


19

















 


Section 10.11         Time Is Of The Essence.
With regard to all dates and time periods set forth or referred to in the
Agreement, time is of the essence.


 


Section 10.12         Publicity. Prior to Closing, the
Seller and the Purchaser agree to communicate with each other and cooperate
with each other prior to any public disclosure of this transaction. The
Purchaser and the Seller agree-
that no public release or announcement concerning the twins of the transactions
contemplated by this Agreement shall be issued by any party without the prior consent of the other parties, except as such release or announcement may be
required by law or any agreement to which any party is subject, in
which case the party required to make the release or announcement
shall allow the other parties reasonable time to comment on such release
announcement in advance of such issuance.


 


[SIGNATURE PAGE FOLLOWS]


 


20

















 


IN WITNESS WHEREOF, the Purchaser, the Seller, the
Delaware Company, and OSB have caused this Agreement to be executed as of the
date first above written.


 


	
  WILSHIRE STATE BANK,

  
	
  a
  California state banking association

  
	
   

  
	
   

  
	
  /s/ Brian
  Cho

  	
   

  
	
  Brian
  Cho,

  
	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  
	
   

  
	
  OSB FINANCIAL SERVICES, INC.,

  
	
  a
  Texas corporation

  
	
   

  
	
   

  
	
  /s/
  Darby Byrd

  	
   

  
	
  Darby
  Byrd, 

  
	
  President

  
	
   

  
	
   

  
	
  JOINED
  BY:

  
	
   

  
	
  OSB DELAWARE FINANCIAL

  
	
  SERVICES, INC., a Delaware corporation

  
	
   

  
	
   

  
	
  /s/
  Darby Byrd

  	
   

  
	
  Darby
  Byrd, 

  
	
  President

  
	
   

  
	
   

  
	
  ORANGE SAVINGS BANK, SSB, a Texas

  
	
  state
  savings bank

  
	
   

  
	
   

  
	
  /s/
  Darby Byrd

  	
   

  
	
  Darby
  Byrd,

  
	
  President
  and Chief Executive Officer

  



 


21

















 


EXHIBIT A


 


AFFILIATE MERGER AGREEMENT


 

















 


AGREEMENT AND PLAN OF MERGER


 


THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”), is made as
of the      day of August 2004 by and
between Orange Savings Bank, SSB, a Texas state savings bank located in Orange,
Texas (“OSB”), and Orange Savings Bank of Texas, a Texas state savings bank
located in Mauriceville, Texas (“OSBOT”).


 


W I T N E S S E T H:


 


A.            OSB is a Texas state savings bank duly organized and
existing under the laws of the State of Texas, having its principal office in
the City of Orange, County of Orange, State of Texas, with authorized capital
stock consisting of 25,000 shares of common stock, par value $10.00 per share
(the “OSB Stock”), all of which are issued and outstanding.


 


B.            OSBOT is a Texas state savings bank, duly organized and
existing under the laws of the Texas, having its principal office in the City
of Mauriceville, County of Orange, State of Texas, with authorized capital
stock consisting of 10,000,000 shares of common stock, par value $1.00 per
share (the “OSBOT Stock”), of which 1,261,152 shares are issued and
outstanding;


 


C.            A majority of the Boards of Directors of each of OSB and
OSBOT, pursuant to the authority given by and in accordance with the provisions
of Section 92.351 of the Texas Finance Code (“Section 92.351”), have
approved this Merger Agreement pursuant to which OSB and OSBOT shall be merged
(the “Merger”) and have authorized the execution hereof; and


 


D.            As and when required by the provisions of this Merger
Agreement, all such action as may be necessary or appropriate shall be taken by
OSB and OSBOT in order to consummate the Merger.


 


NOW, THEREFORE, in consideration of the premises, OSB and OSBOT hereby
agree that OSB and OSBOT shall be merged on the following terms and conditions:


 


1.             Merger of OSB and OSBOT. At the Effective Time (as defined in Section 12
of this Merger Agreement), OSB and OSBOT shall be merged pursuant to the
provisions of Section 92.351.


 


2.             Effects of the Merger. At the Effective Time, both OSBOT and OSB
shall survive the Merger. At the Effective Time, all rights, title and
interests to all real estate and other property owned by OSB and OSBOT, other
than $3,500,000 in cash, which amount shall include $500,000 in deposits (the “Deposit”)
made by Wilshire Bancorp, Inc., a California corporation, or any its related
entities, and the charter, articles of association, bylaws and corporate
records of OSBOT (collectively, the “Retained Assets”), shall be allocated to
and vested in OSB without reversion or impairment, without further act or deed,
and without any transfer or assignment having occurred, but subject to any
existing liens or encumbrances thereon. At the Effective Time, OSBOT shall
retain solely the right, title and interests to the Retained Assets, with all
other real estate and other property being allocated to and vested in OSB at
the Effective Time. At the Effective Time, all liabilities and obligations of
OSBOT (other than the Deposit) shall be allocated to OSB, and OSB shall be the
sole obligor therefor and


 


1

















 


no
other party to the Merger shall be liable therefor. At the Effective Time, OSB
shall be obligated for the payment of the fair value of any shareholder of
OSBOT or OSB who has complied with Article Five of the Texas Business
Corporation Act for the recovery of the fair value of his shares.


 


3.             Title of Banks. The title of OSB will not change
as a result of the Merger. The title of OSBOT will not change as a result of
the Merger.


 


4.             Locations. At the Effective Time, (i) the
existing principal office of OSB located at 812 North 16th Street, Orange, Texas, shall
remain the principal office of OSB following the Merger, (ii) the existing
principal office of OSBOT shall be relocated to 12300 Ford Road, Suite 348,
Dallas, Texas 75234, (iii) the branches of OSB existing immediately prior
to the Merger shall remain branches of OSB after consummation of the Merger,
and (iv) the former location of the principal office and all of the
branches of OSBOT existing immediately prior to the Merger will become branch
offices of OSB.


 


5.             Articles of Association and Bylaws. The
respective Articles of Association and Bylaws of OSBOT and OSB will not change
as a result of the Merger.


 


6.             Directors and Officers. The officers and
directors of OSBOT and OSB shall remain as the officers and directors for their
respective entities following the Merger.


 


7.             Conversion of OSB Stock and OSBOT Stock. At the
Effective Time, all shares of OSBOT Stock outstanding at the Effective Time
shall remain outstanding and held by the holder thereof as of the Effective
Time. At the Effective Time, all shares of OSB Stock outstanding at the
Effective Time shall remain outstanding and held by the holder thereof as of
the Effective Time.


 


8.             Shareholder Approval. This Merger Agreement shall
be submitted for approval to the sole shareholder of OSB and to the sole
shareholder of OSBOT by written consent. Upon approval by the sole shareholder
of OSB and the sole shareholder of OSBOT, this Merger Agreement shall be made
effective as soon as practicable thereafter in the manner provided in Section 12
hereof.


 


9.             Conditions to Consummation of the Merger. All
obligations of the parties under this Merger Agreement are subject to the
receipt of all necessary regulatory approvals prior to the Effective Time.


 


10.           Termination. This Merger Agreement may be
terminated and abandoned at any time prior to the Effective Time, whether
before or after action thereon by the shareholder of OSB and OSBOT.


 


11.           Waiver, Amendment and Modification. Any of the
terms or conditions of this Merger Agreement may be waived at any time, whether
before or after action thereon by the shareholder of OSB or OSBOT, by the party
that is entitled to the benefits thereof. This Merger Agreement may be modified
or amended at any time, whether before or after action thereon by


 


2

















 


the
shareholder of OSB or OSBOT, by action of both OSB and OSBOT. Any waiver,
modification or amendment of this Merger Agreement shall be in writing.


 


12.           Effective
Time. Subject to the terms and conditions specified in this Merger
Agreement and upon satisfaction of all requirements of law, the Merger shall
become effective at the opening of business on the date specified in the
certificate of merger to be issued by the Texas Savings and Loan Department,
such time being herein called the “Effective Time.”


 


13.           Multiple
Counterparts. For the convenience of the parties hereto, this Merger
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all counterparts hereof so executed by the parties
hereto, whether or not such counterpart shall bear the execution of each of the
parties hereto, shall be deemed to be, and shall be construed as, one and the
same Merger Agreement. A telecopy or facsimile transmission of a signed
counterpart of this Merger Agreement shall be sufficient to bind the party or
parties whose signature(s) appear thereon.


 


14.           Governing
Law. THIS MERGER AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.


 


15.           Further
Assurances. Each party hereto agrees from time to time, as and when
requested by the other party hereto, or by its successors or assigns, to
execute and deliver, or cause to be executed and delivered, all such deeds and
instruments and to take or cause to be taken such further or other acts, either
before or after the Effective Time, as may be deemed necessary or desirable in
order to vest in and confirm to OSBOT title to and possession of any assets of
OSB acquired or to be acquired by reason of or as a result of the Merger and
otherwise to carry out the intent and purposes hereof, and the officers and
directors of the parties hereto are fully authorized in the name of their
respective corporate names to take any and all such actions.


 


16.           Assignment.
This Merger Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no party to
this Merger Agreement shall assign this Merger Agreement, by operation of law
or otherwise, in whole or in part, without the prior written consent of the
other parties. Any assignment made or attempted in violation of this Section 16
shall be void and of no effect.


 


17.           Severability.
In the event that any provision of this Merger Agreement is held to be illegal,
invalid or unenforceable under present or future laws, then (a) such
provision shall be fully severable and this Merger Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision were not a
part hereof; (b) the remaining provisions of this Merger Agreement shall
remain in full force and effect and shall not be affected by such illegal,
invalid or unenforceable provision or by its severance from this Merger
Agreement; and (c) there shall be added automatically as a part of this
Merger Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and still be legal, valid and
enforceable.


 


18.           Specific
Performance. Each of the parties hereto acknowledges that the other parties
would be irreparably damaged and would not have an adequate remedy at law for
money


 


3

















 


damages
in the event that any of the covenants contained in this Merger Agreement were
not performed in accordance with its terms or otherwise were materially
breached. Each of the parties hereto therefore agrees that, without the
necessity of proving actual damages or posting bond or other security, the
other party shall be entitled to temporary and/or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which they may be
entitled, at law or in equity.


 


19.           Rules of Construction. Descriptive headings as
to the contents of particular sections are for convenience only and shall not
control or affect the meaning, construction or interpretation of any provision
of this Merger Agreement. Each use herein of the masculine, neuter or feminine
gender shall be deemed to include the other genders. Each use herein of the
plural shall include the singular and vice versa, in each case as the context
requires or as it is otherwise appropriate.


 


20.           Articles, Sections, Exhibits and Schedules. All
articles and sections referred to herein are articles and sections,
respectively, of this Merger Agreement and all exhibits referred to herein are
exhibits attached to this Merger Agreement. Any and all schedules, exhibits,
annexes, statements, reports, certificates or other documents or instruments
referred to herein or attached hereto are and shall be incorporated herein by
reference hereto as though fully set forth herein verbatim.


 


21.           Binding Effect. All of the terms, covenants,
representations, warranties and conditions of this Merger Agreement shall be
binding upon, and inure to the benefit of and be enforceable by, the parties
hereto and their respective successors, representatives and permitted assigns.
Nothing expressed or referred to herein is intended or shall be construed to
give any person other than the parties hereto any legal or equitable right,
remedy or claim under or in respect of this Merger Agreement, or any provision
herein contained, it being the intention of the parties hereto that this Merger
Agreement, the assumption of obligations and statements of responsibilities
hereunder, and all other conditions and provisions hereof are for the sole
benefit of the parties to this Merger Agreement and for the benefit of no other
person. Nothing in this Merger Agreement shall act to relieve or discharge the
obligation or liability of any third party to any party to this Merger
Agreement, nor shall any provision give any third party any right of
subrogation or action over or against any party to this Merger Agreement.


 


4

















 


IN WITNESS WHEREOF, OSB and OSBOT have caused
this Merger Agreement to be executed by their duly authorized officers as of
the date first written above.


 


 


	
   

  	
  ORANGE SAVINGS BANK, SSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Darby Byrd, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ORANGE SAVINGS BANK OF TEXAS, SSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Darby Byrd, Chief Executive Officer

  



 


5

















 


SCHEDULE 4.12


 


LITIGATION


 


None