8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 27, 2009

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact name of registrant as specified in its charter)

Florida	001-13660	59-2260678
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS Employer Identification No.)

815 Colorado Avenue
Stuart, Florida	34994
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (772) 287-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On October 27, 2009, Seacoast Banking Corporation of Florida (the “Company”) and CapGen Capital Group III LP (“CapGen”), a Delaware limited partnership executed a definitive Stock Purchase Agreement dated as of October 23, 2009 (the “Stock Purchase Agreement”).

     The Stock Purchase Agreement provides that, subject to the terms and conditions set forth therein, including approval of the applicable regulatory authorities, CapGen will purchase from the Company in a private placement 6,000,000 newly issued shares of Company common stock, par value $0.10 per share (the “Common Stock”), at a price of $2.25 per share for an aggregate purchase price equal to approximately $13.5 million before a 4% fee payable to the exclusive placement agent, Fox-Pitt Kelton Cochran Caronia Waller (USA), LLC, in connection with this transaction. Upon consummation of the investment, CapGen will own approximately 10.2% of the Company’s common stock on a fully-diluted pro forma basis as of October 14, 2009. The Company also granted CapGen preemptive rights to purchase its pro rata share of possible future offerings of Common Stock, Company preferred stock and any securities convertible into an exercisable or exchangeable for Common Stock, subject to certain exceptions, for a period of 24 months from the date of closing of the transaction. A copy of the Stock Purchase Agreement is filed with this report as Exhibit 10.1 and is incorporated by reference herein.

     In connection with the investment, CapGen and its general partner, CapGen Capital Group LLC, have each applied to become a bank holding company, and to control the Company and its bank and nonbank subsidiaries under the Bank Holding Company Act of 1956. The transaction is subject to customary conditions, including, among other things, approval of applicable regulatory authorities. The transaction is not subject to approval by Seacoast’s shareholders.

     In addition, on October 27, 2009, the Company and CapGen executed a Registration Rights Agreement, dated as of October 23, 2009 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) as expeditiously as reasonably possible upon the receipt of a written request from the holder of the securities sold pursuant to the Purchase Agreement if such request covers (i) at least 25% of the then outstanding shares of Common Stock owned by the holder or (ii) a lesser percent if the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and commissions, would exceed $3,000,000 and the lock-up period in connection with the public offering of Common Stock priced on August 14, 2009 has expired, subject to certain limitations set forth in the Registration Rights Agreement. Furthermore, the Company agreed to use its reasonable best efforts to file by April 15, 2010 with the SEC a registration statement to cover the resale of the shares of Common Stock held by the holders, unless such shares may then be sold in certain exempt transactions without volume limitations, and subject to certain other limitations set forth in the Registration Rights Agreement. A copy of the Registration Rights Agreement is filed with the Report as Exhibit 10.2 and is incorporated by reference herein.

     The foregoing descriptions of the transaction, the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement filed as Exhibit 10.1 and Exhibit 10.2 hereto.

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Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number		Description
	10.1	Stock Purchase Agreement, dated as of October 23, 2009, by and between Seacoast Banking Corporation of Florida and CapGen Capital Group III LP.
	10.2	Registration Rights Agreement, dated as of October 23, 2009, by and between Seacoast Banking Corporation of Florida and CapGen Capital Group III LP.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEACOAST BANKING CORPORATION OF FLORIDA
(Registrant)
 

Dated: October 28, 2009	By:	/s/ Dennis S. Hudson, III
		Name:	Dennis S. Hudson, III
		Title:	Chairman and Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

Execution Version

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

SEACOAST BANKING CORPORATION OF FLORIDA

AND

CAPGEN CAPITAL GROUP III LP

DATED AS OF

OCTOBER 23, 2009

Table of Contents

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

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Table of Contents
(continued)

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

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SCHEDULES

SCHEDULE I	Subsidiaries
SCHEDULE II	Form of Registration Rights Agreement
SCHEDULE III	Form of Lock-Up Agreement

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STOCK PURCHASE AGREEMENT

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

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

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

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

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

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

ARTICLE 1
DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 2
PURCHASE AND SALE OF THE PURCHASED SHARES

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

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

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

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

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Purchaser as follows:

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

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

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

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

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

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Company as follows:

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

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

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

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

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

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

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

ARTICLE 5
CONDITIONS TO THE OBLIGATIONS
OF THE PURCHASER

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

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

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

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

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

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

ARTICLE 6
CONDITION TO THE OBLIGATIONS
OF THE COMPANY

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

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

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

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

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

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

ARTICLE 7
COVENANTS OF THE COMPANY

     The Company covenants and agrees with the Purchaser as follows:

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

     Section 7.02 Board Matters.

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

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

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

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

     Section 7.03 Preemptive Right.

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

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

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

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

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

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

9

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

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

     Section 7.05 Information, Access and Confidentiality.

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

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

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

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

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

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

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

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

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

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

ARTICLE 8
OTHER COVENANTS

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

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

11

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

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

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

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

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

ARTICLE 9
TERMINATION

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

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

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

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

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

12

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

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

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

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

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

ARTICLE 10
MISCELLANEOUS

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

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

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

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

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

to the Company, at:

Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
Attention: Dennis S. Hudson III

with a copy to:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Attention: Ralph F. MacDonald, III

if to the Purchaser, at:

CapGen Capital Group III LP
c/o CapGen Financial Partners
280 Park Avenue
40^th Floor West, Suite 401
New York, New York 10017
Attention: John P. Sullivan

with a copy to:

Sullivan & Cromwell
1888 Century Park East
Los Angeles, California 90067
Attention: Allison Ressler

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

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

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

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

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

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

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

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

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

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

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

COMPANY: SEACOAST BANKING CORPORATION
By:	/s/ Denny S. Hudson III
	Name:	Denny S. Hudson III
	Title:	Chairman and Chief Executive Officer
PURCHASER: CAPGEN CAPITAL GROUP III LP CAPGEN CAPITAL GROUP III LLC, THE GENERAL PARTNER OF CAPGEN CAPITAL GROUP III LP
By:	/s/ John P. Sullivan
	Name:	John P. Sullivan
	Title:	Managing Director

SCHEDULE I

SUBSIDIARIES

Name	Incorporated
Seacoast National Bank	United States
FNB Brokerage Services, Inc.	Florida
FNB Insurance Services, Inc	Florida
South Branch Building, Inc	Florida
TCoast Holdings, LLC	Florida
BR West, LLC (inactive)	Florida
SBCF Capital Trust I	Delaware
SBCF Statutory Trust II	Connecticut
SBCF Satutory Trust III	Delaware
SBCF Satutory Trust IV	Delaware
SBCF Satutory Trust V	Delaware

S-1

SCHEDULE II

FORM OF REGISTRATION RIGHTS AGREEMENT

S-2

SCHEDULE III

FORM OF LOCK-UP AGREEMENT

                                        , 2009

Sandler O’Neill & Partners, L.P.
919 Third Avenue, 6^th Floor
New York, NY 10022

Re:   Seacoast Banking Corporation of Florida

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

S-3

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

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

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

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

Very truly yours, CAPGEN CAPITAL GROUP III LP CAPGEN CAPITAL GROUP III LLC, THE GENERAL PARTNER OF CAPGEN CAPITAL GROUP III LP
By:
	Name:	John P. Sullivan
	Title:	Managing Director

S-4

EX-10.2

EXHIBIT 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 23, 2009 by and among Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”), and CapGen Capital Group III LP, a Delaware limited partnership (the “Investor”).

RECITALS

     WHEREAS, this Agreement is made pursuant to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of October 23, 2009, by and among the Company and the Investor;

     WHEREAS, pursuant to the Stock Purchase Agreement, subject to the terms and conditions set forth therein, (a) the Investor has agreed to purchase from the Company, pursuant to a private placement by the Company, shares (the “Shares”) of the Company’s common stock, par value $0.10 (“Common Stock”), and (b) the Company has agreed to issue and sell the Shares to the Investor; and

     WHEREAS, as a condition to the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company has agreed to enter into this Agreement in order to grant certain registration rights to the Investor, 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:

     “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.

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

     “Effective Time” means the Closing as defined in the Stock Purchase Agreement.

     “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.

     “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 the Investor and any transferee thereof, which holds of record and following notice to the Company and a proper transfer of Shares, from time to time, Registrable Securities.

     “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).

     “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 Effective Time hereof as) 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

2

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.

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

     “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).

     “Shares” has the meaning set forth in the recitals.

     “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.

SECTION 2. REGISTRATION

     2.1 Demand Registration and Shelf Registration.

          (a) Subject to the conditions of this Section 2.1 so long as the Holders hold at least 25% of the Shares purchased pursuant to the Stock Purchase Agreement or resulting from such Shares by virtue of a stock split, stock dividend or distribution in respect of such purchase by the Holders as of the date hereof, if the Company shall receive a written request from the Holders that the Company file a registration statement under the Securities Act covering the

3

registration of at least 25% of the Registrable Securities then outstanding or a lesser percent if the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and commissions, would exceed $3,000,000 and the lock-up period (the “Lock-Up”) in connection with the public offering of Common Stock priced on August 14, 2009 (the “Public Offering”) has expired by its terms at the end of the day on November 12, 2009, then the Company shall, within 10 days of the receipt thereof, give written confirmation of such request to the Holders, and subject to the limitations of this Section 2.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered.

          (b) The Company shall use its reasonable best efforts to file by April 15, 2010 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, unless the Shares may then be sold without volume limitations under Rule 144 promulgated under the Securities Act (“Rule 144”). The Company shall use its reasonable best efforts to promptly respond to all SEC comments 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. The Company shall use its reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1(b) at all times. The registration contemplated by this Section 2.1(b) 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”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, the Holders shall be entitled to demand any number of takedowns (including underwritten takedowns, provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and commissions, would exceed $3,000,000 from the Shelf Registration. In connection with any such takedown, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten registration pursuant to Section 2.1(a) or Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed on Form S-3 or any similar short-form registration statement as the Company may elect 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 sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any 90 day period without any volume restriction pursuant to Rule 144, after taking into account any Holder’s status as an affiliate of the Company as determined by the 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

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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.

          (c) If a Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting or any underwritten takedown off the Shelf Registration statement filed on Form S-3 or any similar short-form registration statement pursuant to the Mandatory Registration, it shall so advise the Company as a part of its request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written confirmation or written notice referred to in Section 2.1(a) or Section 2.1(b), as applicable. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration or underwritten takedown off the registration statement filed pursuant to the Mandatory Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their 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 with the consent of the initiating Holder and reasonably acceptable to the Company; provided that no holder of Registrable Securities included in any underwritten registration or underwritten takedown off the registration statement filed pursuant to the Mandatory Registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities and such holder’s intended method of distribution) or, without the consent of the Holder, to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 2.9 below.

     Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the managing underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise the holders of Registrable Securities which would otherwise be included in such underwritten registration or takedown off the registration statement, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

          (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 other than any Mandatory Registration required pursuant to Section 2.1(b) above: (i) prior to the first anniversary date of the Closing Date (as defined in the Stock Purchase Agreement); (ii) after the Company has effected three registrations pursuant to this Section 2.1, and such registration statements have been declared or ordered effective and kept effective by the Company as required by Section 2.5(a) and at least 50% of the Registrable Securities thereby are sold; (iii) during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a

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Company-initiated registration; provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time (but excluding any detriment to the Company and its shareholders solely as a result of its effect on the share price), in which event the Company shall have the right to defer the filing of such registration statement for a period of not more than 90 days after receipt of the request by the Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or (v) if the Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below. Notwithstanding the foregoing, any expenses in connection with such registration or attempted registration shall be Registration Expenses.

          (e) The Company may include in any registration pursuant to this Section 2.1 other securities for sale for its own account or for the account of any other Person; provided that, if the managing underwriter for the offering shall determine that the number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Holders shall be included in such registration before any securities proposed to be sold for the account of the Company or any other Person.

     2.2 Piggyback Registrations.

          (a) Subject to the terms and conditions of the Lock-Up, the Company shall notify each Holder who holds Registrable Securities in writing at least 10 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 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 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) Underwriting. 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

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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 first to the Company; second, 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 third, 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. Eastern Time on such day.

          (c) Right to Terminate Registration. 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 2.4.

          (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 Form S-3 Registration. In case the Company shall receive at any time after the expiration of the Lock-Up from the Investor, so long as the Investor and its Affiliates hold at least 25% of the Shares held by the Investor and its Affiliates as of the date hereof, a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement with respect to all or a part of the Registrable Securities owned by the Holders, and provided the Company is then eligible to use Form S-3 or similar short-form registration statement, the Company will:

          (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all Holders holding Registrable Securities; and

          (b) as soon as practicable, (i) file such registration statement, if the Company is then eligible to use Form S-3 or any similar short-form registration statement and use its commercially reasonable best efforts to have such registration statement declared effective, (ii) promptly respond to all SEC comments related to such registration statement but in any event

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within two weeks of the receipt thereof, (iii) obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Holders’ Registrable Securities as are specified in a written request timely given after receipt of the written notice from the Company given pursuant to Section 2.3(a), including causing such registration statement to be declared effective by the SEC as soon as practicable, and (iv) maintain the effectiveness of the registration statement effected pursuant to this Section 2.3 at all times, subject only to the limitations on effectiveness set forth in Section 2.5; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) prior to the first anniversary date of the Closing Date (as defined in the Stock Purchase Agreement); (ii) if Form S-3 is not available for such offering by the Holders; (iii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate offering price to the public of less than three million dollars ($3,000,000); or (iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time (but excluding any detriment to the Company and its shareholders solely as a result of its effect on the share price), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the Holders or the under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; or (iv) after the Company has effected two registrations on Form S-3 pursuant to this Section 2.3 and such registrations have been declared effective. Notwithstanding the foregoing, any expenses in connection with such registration or attempted registration shall be Registration Expenses.

          (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as a demand for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively.

          (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 registration on Form S-3 or similar short-form registration statement unless such rights are consistent with the provisions hereof, except in the case of a registration statement on Form S-3 or similar short-form registration statement filed to register any shares of Common Stock issued in connection with a Special Registration or in connection with an offering excluded from a Qualified Equity Offering.

          (e) It is understood and agreed that as of the date hereof, the Company is ineligible to use Form S-3 and this Section 2.3 shall not apply unless and until the Company becomes eligible to use Form S-3. The Company will use its reasonable best efforts to become eligible to use Form S-3 as soon as practicable.

     2.4 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder

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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. Notwithstanding the foregoing, the Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.1 or Section 2.3, the request of which has been subsequently withdrawn by the Holders unless (a) the Company has requested the Holders to withdraw such request or the Company and the Holders jointly determine that such request should be withdrawn, (b) the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly revealed at least forty-eight (48) hours prior to the request for registration or that the Company had not otherwise notified the Holders of at the time of such request for registration or (c) the Holders of a majority of Registrable Securities, as the case may be, agree to forfeit their right to one requested registration pursuant to Section 2.1 or Section 2.3, as applicable, in which event such right shall be forfeited.

     If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the Holder of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested and effected. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 2.1 or Section 2.3.

     2.5 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

9

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, and, upon the request of the holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 180 days or, if earlier, until the holder or holders have completed the distribution related thereto, or, a period ending on the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any 90 day period without any volume restriction pursuant to Rule 144, after taking into account any holder’s status, if any, as an affiliate of the Company as determined by the Company.

          (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.

          (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, at the request of the holders of a majority of the Registrable Securities covered by such registration statement, the Company shall promptly prepare 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”

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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.

     2.6 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.

     2.7 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 any volume restriction under Rule 144 during any 90 day period after taking into account any Holders’ status as an affiliate of the Company as determined by the Company.

     2.8 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, Section 2.2 or Section 2.3 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.

          (c) The Company shall have no obligation with respect to any registration requested pursuant to Section 2.1 or Section 2.3 (except that any expenses in connection with such registration or attempted registration shall be Registration Expenses) if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate

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offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.1 or Section 2.3, whichever is applicable.

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

          (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) or placement agent for such Holder and each Person, if any, who controls such Holder, underwriter or placement agent 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 provided contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto except any information provided by or on behalf of any Holder, or underwriter or placement agent or for which any Holder or underwriter or placement agent was responsible, (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 for any omission or alleged omission in information provided by or on behalf of a Holder, underwriter or placement agent or for which any Holder, underwriter or placement agent was responsible 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, underwriter, placement agent 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 2.9(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 2.9(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, each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter, placement agent and any other Holder selling securities in such registration statement and any controlling Person of any such underwriter, placement agent or other Holder, 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 which is contained 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

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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 such underwriter, placement agent, other Holder 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 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holders unless such settlement by the claimant releases the Holders from any further loss, claim, damage, liability or action arising from the matters giving rise to the claim or action; provided, that, (x) the indemnification obligations in this Section 2.9(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 2.9(b) exceed the net proceeds from the offering received by such Holder.

          (c) Promptly after receipt by an indemnified party under this Section 2.9 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 2.9, 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 2.9 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.

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Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 2.9(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.

          (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 2.9 without the consent of the Holders.

          (f) The obligations of the Company and the Holders under this Section 2.9 shall survive the completion of any offering of shares of Common Stock in a registration statement under this Section 2, and otherwise.

     2.10 “Market Stand-Off’ Agreement; Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 10 days prior to and 90 days following the effective date of a registration statement of the Company filed under the Securities Act that includes any Registrable Securities of the Holders; provided that the executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such 90 day period. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.

     In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within 10 days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act.

     The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer

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instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said 90 day period.

     2.11 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 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 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.

     3.2 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.

     3.3 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.

     3.4 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.

     3.5 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

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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.

     3.6 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.

     3.7 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.

     3.8 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.

     3.9 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof.

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     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 and Chief Executive Officer

Address:   815 Colorado Avenue
Stuart, Florida 34994
Attention: Dennis S. Hudson, III 

CAPGEN CAPITAL GROUP III LP CAPGEN CAPITAL GROUP III LLC, THE GENERAL PARTNER OF CAPGEN CAPITAL GROUP III LP
By:	/s/ John P. Sullivan
	Name:	John P. Sullivan
	Title:	Managing Director

Address:   280 Park Avenue
40^th Floor West
New York, New York 10017
Attention: John P. Sullivan