SECOND AMENDMENT
TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
This SECOND AMENDMENT (the "Second Amendment") to the
Amended and Restated Stock Purchase Agreement (the
"Agreement") dated as of December 19, 1996, as amended on
February 25, 1997, by and between NET.B@NK, INC. (the
"Company") and PREMIER BANCSHARES, INC. (formerly known as
First Alliance/Premier Bancshares, Inc., "Bancshares"), is
entered into and made effective as of May 31, 1997.
Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Agreement.
WHEREAS, the parties hereto desire to further amend the
Agreement for the purpose of extending the termination date
thereof.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Bancshares agree to
further amend the Agreement as follows:
1. Section 3.2 of the Agreement is hereby amended to
extend the expiration of the permissible Effective Date to
August 31, 1997.
2. Section 10.1(b) of the Agreement is hereby amended
to extend the termination date of the Agreement to August
31, 1997.
3. In consideration of the above extensions, the
Company shall, at Closing, reimburse Bancshares for its
documented out-of-pocket third-party expenses incurred as a
result of such extensions; provided, however that the
aggregate reimbursement shall not exceed $50,000 per month
for June 1997 and $25,000 for July 1997 and August 1997.
4. In further consideration of the above extensions
and concurrent with the execution of this Second Amendment,
the Company shall pay to Bancshares $25,000, which shall be
deducted from expenses incurred by Bancshares for the month
of June 1997.
5. Except as hereinabove amended, the Agreement, as
amended on February 25, 1997, shall remain otherwise in full
force and effect.
6. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, each of the parties has caused this
Second Amendment to be executed on its behalf and its
corporate seal to be hereunto affixed and attested to by
officers hereunto duly authorized, all as of the day and
year first above written.
NET.B@NK, INC.
Attest:
By:/s/ X.X. Xxxxxx
----------------------------
X. X. Xxxxxx
Chief Executive Officer
/s/ Xxxx Xxxxxxx
---------------------
Secretary
[CORPORATE SEAL]
PREMIER BANCSHARES, INC.
Attest:
By:/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
----------------------
Secretary
[CORPORATE SEAL]
