Stockholder Agreement between Peoples Community Bancorp, Inc. and Stockholder of Market Financial Corporation

Summary

This agreement is between Peoples Community Bancorp, Inc. and a stockholder of Market Financial Corporation. The stockholder agrees to vote in favor of a proposed merger between the two companies and not to sell or transfer their shares before the stockholder meeting unless certain conditions are met. The agreement is binding until the merger is completed or the merger agreement is terminated. It ensures the stockholder supports the merger and restricts share transfers to help facilitate the transaction.

EX-2.2 2 a2033005zex-2_2.txt EX-2.2 FORM OF STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of September __, 2000, by and among Peoples Community Bancorp, Inc. (the "Acquiror"), a Delaware corporation, and ______________, a stockholder of Market Financial Corporation (the "Company"), an Ohio corporation, (the "Stockholder"). WITNESSETH: WHEREAS, the Acquiror and the Company have entered into an Agreement and Plan of Reorganization, dated as of the date hereof (the "Agreement"), which is being executed simultaneously with the execution of this Stockholder Agreement and provides for, among other things, the merger of the Company with and into the Acquiror (the "Merger"); and WHEREAS, in order to induce the Acquiror to enter into the Agreement, the Stockholder agrees to, among other things, vote in favor of the Agreement in his or her capacity as a stockholder of the Company. NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. OWNERSHIP OF ACQUIROR COMMON STOCK. The Stockholder represents and warrants that the Stockholder has or shares the right to vote and dispose of the number of shares of common stock of the Company, no par value per share ("Company Common Stock"), set forth opposite such Stockholder's signature hereto. 2. AGREEMENTS OF THE STOCKHOLDER. The Stockholder covenants and agrees that: (a) such Stockholder shall, at any meeting of the Company's stockholders called for the purpose, vote, or cause to be voted, all shares of Company Common Stock in which such stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired), except shares held in a fiduciary capacity, in favor of the Agreement and the related Agreement of Merger between the Acquiror and the Company dated as of the date hereof; (b) except as otherwise expressly permitted hereby, such Stockholder shall not, prior to the meeting of the Company's stockholders referred to in Section 2(a) hereof or the earlier termination of the Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of the Stockholder's shares of Company Common Stock , except shares held in a fiduciary capacity, and 1 (c) such Stockholder shall use his reasonable best efforts to take or cause to be taken all action, and to do or cause to be done all things, necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Stockholder Agreement. The Stockholder further agrees that the Company's transfer agent shall be given an appropriate stop transfer order and shall not be required to register any attempted transfer of shares of Company Common Stock, unless the transfer has been effected in compliance with the terms of this Stockholder Agreement. 3. SUCCESSORS AND ASSIGNS. A Stockholder may sell, pledge, transfer or otherwise dispose of his shares of Company Common Stock, provided that, with respect to any sale, transfer or disposition which would occur on or before the meeting of the Company's stockholders referred to in Section 2(a) hereof, such Stockholder obtains the prior written consent of the Acquiror and that any acquiror of such Company Common Stock expressly agrees in writing to be bound by the terms of this Stockholder Agreement. 4. TERMINATION. The parties agree and intend that this Stockholder Agreement be a valid and binding agreement enforceable against the parties hereto and that damages and other remedies at law for the breach of this Stockholder Agreement are inadequate. This Stockholder Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of the parties hereto and shall be automatically terminated in the event that the Agreement is terminated in accordance with its terms. 5. NOTICES. Notices may be provided to the Company and the Stockholder in the manner specified in Section 7.03 of the Agreement, with all notices to the Stockholder being provided to them at the Company in the manner specified in such section. 6. GOVERNING LAW. This Stockholder Agreement shall be governed by the laws of the State of Ohio without giving effect to the principles of conflicts of laws thereof. 7. COUNTERPARTS. This Stockholder Agreement may be executed in one or more counterparts, all of which shall be considered one and the same and each of which shall be deemed an original. 8. HEADINGS AND GENDER. The Section headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Stockholder Agreement. Use of the masculine gender herein shall be considered to represent the masculine, feminine or neuter gender whenever appropriate. 2 IN WITNESS WHEREOF, the Acquiror by a duly authorized officer, and the Stockholder have caused this Stockholder Agreement to be executed as of the day and year first above written. PEOPLES COMMUNITY BANCORP, INC. By: ----------------------------------------------- Name: Jerry D. Williams Title: President and Chief Executive Officer STOCKHOLDER NUMBER OF SHARES (Does not include shares held in a fiduciary capacity) OUTSTANDING OPTIONS UNVESTED RRP SHARES - --------------------- ------------- ----------- --------------- Signature - --------------------- Print or Type Name 3