1
EXHIBIT 10.2.1
AMENDMENT NO. 1
TO THE
AGREEMENT
AMONG
XXX XXXXX, RDB FAMILY LIMITED PARTNERSHIP, XXXXXX X. XXX, XX.,
J. XXXXXX XXXX, XXXXXX X. XXXXX, XXXX X. XXX,
X. XXXXXXXX XXXXXX, AND XXXXXX X. XXXXX
AS THE AUGUSTA GROUP
AND
GEORGIA-CAROLINA BANCSHARES, INC.
(FORMERLY PINNACLE BANCSHARES, INC.)
This Amendment No. 1 to the Agreement dated as of October 6, 1997 (the
"Amendment") is made and entered into this 22nd day of January, 1998, by and
among XXX XXXXX, RDB FAMILY LIMITED PARTNERSHIP, XXXXXX X. XXX, XX., J. XXXXXX
XXXX, XXXXXX X. XXXXX, XXXX X. XXX, X. XXXXXXXX XXXXXX, and XXXXXX X. XXXXX
(collectively, the "Augusta Group"), and GEORGIA-CAROLINA BANCSHARES, INC. (the
"Company") (formerly Pinnacle Bancshares, Inc. ("Pinnacle")).
W I T N E S S E T H :
WHEREAS, the Augusta Group and the Company have entered into that
certain Agreement dated as of October 6, 1997 (the "Agreement"); and
WHEREAS, the parties hereto deem it to be in their individual and
respective best interests that the Agreement be amended as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, representations, warranties and agreements herein contained, the
parties hereby amend the Agreement in the manner hereinafter set forth.
(1) The third recital of the Agreement is hereby amended by
deleting such recital in its entirety and by substituting the following in lieu
thereof:
"WHEREAS, certain members of the Augusta Group desire
to purchase Common Stock in the Offering, subject to review of
a prospectus and certain other conditions as set forth in this
Agreement, having an aggregate value greater than or equal to
$560,000; and"
2
(2) Regulatory Approval and Proposed Purchase of Common Stock
by Augusta Group Members. Section 1.3 of the Agreement is hereby amended by
deleting the second sentence of such section and by substituting the following
in lieu thereof:
"Upon Georgia-Carolina Bancshares, Inc.'s satisfaction that all
necessary regulatory approval(s) have been obtained, and
subject to review of a prospectus, Xxxxxx X. Xxx, Xx., J.
Xxxxxx Xxxx, Xxxx X. Xxx and Xxxxxx X. Xxxxx shall purchase
Common Stock in the Offering having an aggregate value greater
than or equal to $560,000, each of the aforementioned
individuals agreeing to separately purchase Common Stock in the
Offering having a value of not less than $50,000; provided
however, that the dollar amount of Common Stock to be purchased
in the Offering may be reduced once the issue price has been
established pursuant to Section 1.6 in order to comply with the
5% restriction in Section 1.4."
(2) Escrow of Subscription Funds. Section 1.5 of the Agreement
is hereby amended by deleting the last sentence of such section in its
entirety.
(3) Repurchase of the A.H. Dallas Stock. Section 6.1 of the
Agreement is hereby amended by deleting such section in its entirety and by
substituting the following in lieu thereof:
"In the event that this Agreement is terminated pursuant to
Section 1.4 or a failure to satisfy the conditions set forth in
Article II of this Agreement, then within thirty (30) days from
such termination of this Agreement, Georgia-Carolina
Bancshares, Inc. shall purchase the 51,058 shares of
Georgia-Carolina Bancshares, Inc.'s Common Stock which certain
members of the Augusta Group acquired on June 13, 1997, from
Xxxxxx X. Dallas, Xxxxxx X. Dallas Pension and Profit Sharing
Plans and Trusts, Xxxxx X. Dallas, Xxxxx X. Dallas Nominee,
Xxxxx X. Dallas Custodian for Xxxxxx X. Dallas, III and Xxxxx
X. Dallas Custodian for Xxxxx Xxx Dallas. In the event such
purchases are required, Georgia-Carolina Bancshares, Inc. shall
pay the same price to those certain members of the Augusta
Group as the price they paid for their shares on June 13,
1997."
(4) The Agreement is further hereby amended by the parties
agreeing that all references to Pinnacle in the Agreement shall mean
Georgia-Carolina Bancshares, Inc.
(5) Except as otherwise provided herein, all terms and
provisions of the Agreement shall remain in full force and effect as originally
written.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered and have caused this Amendment to be dated as of the
date and year first above written. This Amendment may be executed in two or
more counterparts which, when taken together, shall constitute a single
original.
GEORGIA-CAROLINA BANCSHARES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Chairman
Attest: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
[CORPORATE SEAL]
AUGUSTA GROUP MEMBERS:
/s/ Xxx Xxxxx
------------------------------------ -------------------------------------
Witness Xxx Xxxxx
RDB Family Limited Partnership
By:/s/ Xxx Xxxxx
------------------------------------ -------------------------------------
Witness General Partner
/s/ J. Xxxxxx Xxxx /s/ Xxxxxx X. Xxx, Xx.
------------------------------------ -------------------------------------
Witness Xxxxxx X. Xxx, Xx.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ J. Xxxxxx Xxxx
------------------------------------ -------------------------------------
Witness J. Xxxxxx Xxxx
/s/ J. Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxx
------------------------------------ -------------------------------------
Witness Xxxxxx X. Xxxxx
/s/ J. Xxxxxx Xxxx /s/ Xxxx X. Xxx
------------------------------------ -------------------------------------
Witness Xxxx X. Xxx
/s/ J. Xxxxxx Xxxx /s/ X. Xxxxxxxx Xxxxxx
------------------------------------ -------------------------------------
Witness X. Xxxxxxxx Xxxxxx
/s/ J. Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxx
------------------------------------ -------------------------------------
Witness Xxxxxx X. Xxxxx
