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EXHIBIT 10 B. AGREEMENT AMONG ORGANIZERS
AGREEMENT
Whereas, the stockholders of Project A, Inc. (the "Company") have
formed the Company for the purpose of formation of a new commercial banking
corporation or association; and
Whereas, in connection with such plans the stockholders have formed the
Company and purchased a total of 50 shares of its common stock for an aggregate
purchase $50,000; and
Whereas the stockholders desire to restrict the transferability of the
common stock of the Company pending the Company's successful implementation of
its plans raise equity capital for the purpose of the formation of a new banking
corporation; and
In consideration of the mutual covenants and premises herein contained,
the undersigned stockholders hereby agree as follows:
1. The 50 shares of common stock of the Company owned by the
undersigned stockholders may not be sold, transferred, pledged or hypothecated
in any manner whatsoever for any reason on or prior to the termination of this
Agreement.
2. The certificates representing the shares of stock owned by all of
the undersigned shall bear a legend setting forth the restriction on
transferability set forth in this Agreement which legend shall read as follows:
The shares represented by this certificates are subject to an Agreement
dated May 15, 1997, by and between Project A, Inc. and the owners of
all of the outstanding shares of capital stock of Project A, Inc. This
Agreement prohibits the sale transfer or other disposition the shares
represented by this certificate and Project A, Inc. will mail to the
stockholder a copy of the Agreement without charge within five (5) days
after receipt of written request therefor.
3. This Agreement shall terminate only upon the occurrence of one of
the following two events.
(i) This Agreement shall terminate upon the unanimous written consent of
all of the undersigned stockholders, or, in the case of the death of a
stockholder, the personal representative of such stockholder; or
(ii)This Agreement shall terminate upon the successful completion of a
public offering of common stock of the Company pursuant to which the
Company receives gross offering proceeds of at least $5,000,000.
In Witness Whereof the parties have affixed their signatures hereto this 15th
day of May, 1997.
/s/ Xxxx Xxxxxxx Xxxxx
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Xxxx Xxxxxxx Xxxxx
/s/ Xx. Xxxxx Xxxxxxxx
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/s/ C. Xxxxxxx Xxxxxx
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/s/ R. Xxx Xxxxxxx
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R. Xxx Xxxxxxx
/s/ Xxxx X. X'Xxxx
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Xxxx X. X'Xxxx
/s/ Xxxxxxx X. Xxxx
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/s/ Xxxxx X. Xxxxx
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