Exhibit 10.7
ORGANIZER CONTRIBUTION AGREEMENT
This Agreement is entered into as of __________ 2001, among the Organizers
(as defined below) of a proposed banking association to be located in Windsor,
Virginia (the "Bank"), and of CNB Bancorp, LLC (the "LLC"), a limited liability
company formed to acquire real estate on which to construct the headquarters
building for Bank.
RECITALS
1. The undersigned organizers of the Bank and LLC, and those who may
hereafter join in the execution of this agreement as additional organizers
of the Bank and LLC at the invitation of the original organizers
(collectively, the "Organizers"), have agreed to join together for the
purpose of (i) preparing and filing an application with the U.S.
Comptroller of the Currency ("OCC") to organize the Bank; (ii) organizing a
holding company for the Bank; and (iii) organizing the LLC to acquire real
property on which to construct the headquarters building for the Bank.
2. The Organizers have agreed among themselves to underwrite the
organizational and pre-opening expenses of the Bank and acquisition cost of
the real estate by the LLC, subject to being reimbursed out of the proceeds
of the initial capitalization of the Bank and the holding company.
3. The Organizers desire to divide among themselves responsibility
for payment of such expenses in the event the proposed organization of the
Bank is unsuccessful.
STATEMENT OF AGREEMENT
In consideration of the premises, the Organizers hereby agree as follows:
1. Each of the Organizers shall contribute a sum of cash equal to
$7,500.00 to an organizational expense fund to be maintained by a treasurer
elected by the Organizers. The treasurer shall be elected by a majority of
the votes cast by the Organizers, with each Organizer casting one vote.
From time to time upon receiving at least three business days' notification
from the treasurer, each of the Organizers will promptly contribute
additional funds to the venture for the purpose of paying organizational
expenses up to an aggregate contribution of $50,000 per Organizer. In
addition, each of the Organizers shall execute a line of credit to be
established by the venture, with each Organizer assuming liability for up
to 150% of his/her pro rata portion of the liability under the line of
credit. The total financial commitment of all Organizers pursuant to the
line of credit and the cash contributions together shall not exceed
$750,000, unless the Organizers by unanimous vote elect to raise the
ceiling.
2. The treasurer shall keep accurate books of account of collections
and expenditures, and shall expend organizational funds only for filing
fees, legal and other
professional and consulting fees, acquisition of property selected for the
Bank's headquarters, and other expenses incidental to the organization and
planning of the Bank and the holding company. The books of account
maintained by the treasurer shall be open to inspection by any Organizer at
any reasonable time, and the treasurer shall furnish monthly reports of
collections and expenditures to the Organizers.
3. It is contemplated that upon preliminary approval by the OCC of
the application to organize the Bank, the initial capitalization will be
accomplished through a public offering of common stock of the Bank or the
holding company. Upon completion of the offering, it is contemplated that
the holding company or Bank will promptly reimburse the Organizers for the
organizational expenses advanced by them.
4. The venture shall be managed by the Organizers as a group, with
fundamental business decisions to be made by majority vote of the
Organizers on the basis described in paragraph 1. Other management
decisions of the venture shall be made as the Organizers may agree.
5. Each of the Organizers contemplates that he will purchase the
dollar amount of stock indicated below. This is a non-binding statement of
intent, and the stock of the Bank or holding company will be sold only
pursuant to a prospectus that complies with all applicable Federal and
state laws to be published after the Bank has received preliminary approval
to organize. If the application to organize does not receive regulatory
approval, or if the offering of stock is not successful in raising the
minimum capitalization required to open the Bank, or if the Organizers by
majority vote elect to abandon the project, then the organizational
expenses will be borne by the Organizers. In the event the project is
unsuccessful or abandoned, then each Organizer will be responsible for his
pro rata portion of all organizational expenses paid, plus those for which
the Organizers have become liable. The amount of any deficit or surplus in
the expense fund shall be computed by the treasurer after rejection of the
application or abandonment of the project and shall be promptly paid into
the expense fund in the case of a deficit, or reimbursed to the Organizers
in the case of a surplus. In addition, real estate acquired shall be sold
and the net proceeds distributed among the Organizers pro rata.
6. This Agreement may be executed by the Organizers in two or more
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
7. This Agreement will remain open for execution by additional
Organizers who are invited to join the organizing group by the unanimous
consent of the original Organizers.
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IN WITNESS WHEREOF, the Organizers have executed this Agreement as of the
date first written above.
Name and Address
(Telephone Number) Date Anticipated Stock Purchase
------------------ ---- --------------------------
Xxxxx X. Xxxxx ______ $_________________________
00 Xxxx Xxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxx X. Xxxxx ______ $_________________________
X.X. Xxx 000
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxxxx X. Xxxxxxx ______ $_________________________
00000 Xxxxx Xxxx
Xxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
J. Xxxxx Xxxxxx ______ $_________________________
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxxx Xxxxxx ______ $_________________________
00 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxx Xxxxxx ______ $_________________________
00000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
3
Xxxxx X. Xxxxx ______ $_________________________
00000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxx Xxxxxxxxx ______ $_________________________
0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxxxx X. Xxxx ______ $_________________________
00000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxxx X. Xxxxxxxxxx ______ $_________________________
0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
(000) 000-0000
__________________________
(Signature)
Xxxx Xxxxx ______ $_________________________
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxxxx Xxxxx ______ $_________________________
000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
(000) 000-0000
__________________________
(Signature)
Xxxxxxx Xxxxxxx ______ $_________________________
0000 Xxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
4
Xxxx Xxxxxxx ______ $_________________________
00000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
Xxxxx Xxxxxxx ______ $_________________________
000 00/xx/ Xxxxxx
Xxxxxxxx Xxxxx, XX 00000
(000) 000-0000
__________________________
(Signature)
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