UNITED COMMUNITY BANKS, INC.
Common Stock
BROKER DEALER AGREEMENT
January 28, 1997
The Xxxxxx Xxxxxx Company
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Sirs:
SECTION 1. Broker Dealer Agreement. United Community
Banks, Inc., a Georgia corporation (the "Company) proposes to
issue and sell 250,000 shares of its authorized but unissued
Common Shares (the "Common Shares"). Said aggregate of 250,000
shares are herein called the "Common Shares."
The Xxxxxx Xxxxxx Company ("Xxxxxx Xxxxxx") has advised the
Company that pursuant to Chapter 78A of the North Carolina
General Statutes, Xxxxxx Xxxxxx proposes to act as a Dealer for
the account of the Company in connection with a public offering
of the Common Shares on behalf of the Company in the State of
North Carolina after the effective date of the registration
statement hereinafter referred to. Xxxxxx Xxxxxx shall have no
financial commitment to purchase any of the Common Shares.
Xxxxxx Xxxxxx will act as Dealer on behalf of the Company in
connection with effecting the offer and sale of the Common Shares
in North Carolina to residents of North Carolina who are not
already shareholders of the Company. Xxxxxx Xxxxxx will not be
obligated to purchase any of the Common Shares for its own
account. In North Carolina, Xxxxxx Xxxxxx will effect the sale
of the Common Shares for the account of the Company at a price of
$20.00 per share, unless and until the Company establishes
another price. Xxxxxx Xxxxxx has not and will not be involved
with determining the price of the shares to be sold in the public
offering. The Company will pay to Xxxxxx Xxxxxx at the closing
of the offering a fee of $30,000 for Xxxxxx Xxxxxx'x services
performed hereunder. If the offering is terminated for any
reason prior to acceptance by the Company of the Common Shares
offered hereby to residents of North Carolina, the Company will
pay to Xxxxxx Xxxxxx a fee of $20,000 for services performed
hereunder.
SECTION 2. Representations and Warranties of the Company.
The Company hereby represents and warrants to Xxxxxx Xxxxxx that:
(a) A registration statement on Form S-1 has been or
will be filed with respect to the Common Shares has been
prepared by the Company in conformity with the requirements
of the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations (the "Rules and Regulations") of
the Securities and Exchange Commission (the "Commission")
thereunder, and has been filed with the Commission. The
Company has prepared and has filed or proposes to file
prior to the effective date of such registration statement
an amendment or amendments to such registration statement,
which amendment or amendments have been or will be similarly
prepared. There have been delivered to Xxxxxx Xxxxxx a copy
of such registration statement and amendments, together with
a copy of each exhibit filed therewith. The Company will
next file with the Commission one of the following: (i)
prior to effectiveness of such registration statement, a
further amendment thereto, including the form of final
prospectus, or (ii) a final prospectus in accordance with
Rule 424(b) of the Rules and Regulations.
(b) The Commission has not issued any order preventing
or suspending the use of the Prospectus and the Prospectus
has conformed in all material respects to the requirements
of the Act and the Rules and Regulations and, as of its
date, has not included any untrue statement of a material
fact or omitted to state a material fact necessary to make
the statements therein, in light of the circumstances under
which they were made, not misleading; and at the time the
Registration Statement becomes effective, and at all times
subsequent thereto up to and including each Closing Date
hereinafter mentioned, the Registration Statement and the
Prospectus, and any amendments or supplements thereto, will
contain all material statements and information required to
be included therein by the Act and the Rules and Regulations
and will in all material respects conform to the
requirements of the Act and the Rules and Regulations, and
neither the Registration Statement nor the Prospectus, nor
any amendment or supplement thereto, will include any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, no
representation or warranty contained in this subsection 2(b)
shall be applicable to information contained in or omitted
from the Registration Statement, the Prospectus or any such
amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by or on
behalf of Xxxxxx Xxxxxx, specifically for use in the
preparation thereof.
(c) The Company and each of Union County Bank ("UCB"),
Carolina Community Bank ("Carolina"), Peoples Bank of Xxxxxx
County ("Peoples"), White County Bank ("White") and Towns
County Bank ("Towns") (UCB, Carolina, Peoples, White and
Towns hereinafter referred to as the "Subsidiaries") have
been duly organized and are validly existing and in good
standing under the laws of their respective jurisdictions of
organization, with full power and authority to own and lease
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their properties and conduct their respective businesses as
described in the Prospectus; except as disclosed in the
Prospectus and the financial statements of the Company, the
Company, directly or indirectly, owns all of the outstanding
capital stock of its Subsidiaries free and clear of all
claims, liens, charges and encumbrances; the Company and
each of its Subsidiaries are in possession of and operating
in compliance with all authorizations, licenses, permits,
consents, certificates and orders material to the conduct of
their respective businesses, all of which are valid and in
full force and effect.
(d) The Company has authorized and outstanding capital
stock as set forth under the heading "Capitalization" in the
Prospectus; the issued and outstanding shares of Common
Shares have been duly authorized and validly issued, are
fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, were not issued
in violation of or subject to any preemptive rights or other
rights to subscribe for or purchase securities, and conform
to the description thereof contained in the Prospectus. All
issued and outstanding shares of capital stock of each
Subsidiary have been duly authorized and validly issued and
are fully paid and nonassessable. Except as disclosed in or
contemplated by the Prospectus and the financial statements
of the Company and the related notes thereto included in the
Prospectus, neither the Company nor any Subsidiary has
outstanding any options to purchase, or any preemptive
rights or other rights to subscribe for or to purchase, any
securities or obligations convertible into, or any contracts
or commitments to issue or sell, shares of its capital
stock, or any such options, rights, convertible securities
or obligations. The description of the Company's stock
option, stock bonus and other stock plans or arrangements,
and the options or other rights granted and exercised
thereunder, set forth in the Prospectus accurately and
fairly presents the information required to be shown with
respect to such plans, arrangements, options and rights.
(e) The Common Shares to be sold by the Company have
been duly authorized and, when issued, delivered and paid
for in the manner set forth in this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable,
and will conform to the description thereof contained in the
Prospectus. No preemptive rights or other rights to
subscribe for or purchase exist with respect to the issuance
and sale of the Common Shares by the Company pursuant to
this Agreement. No shareholder of the Company has any right
which has not been waived to require the Company to register
the sale of any share owned by such shareholder under the
Act in the public offering contemplated by this Agreement.
No further approval or authority of the shareholders or the
Board of Directors of the Company will be required for the
issuance and sale of the Common Shares to be sold by the
Company as contemplated herein.
(f) The Company has full legal right, power and
authority to enter into this Agreement and perform the
transactions contemplated hereby. This Agreement has been
duly authorized, executed and delivered by the Company and
constitutes a valid and binding obligation of the Company in
accordance with its terms, except to the extent
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enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other laws affecting the
rights of creditors generally and by principles of equity,
whether considered at law or equity. The making and
performance of this Agreement by the Company and the
consummation of the transactions herein contemplated will
not violate any provisions of the articles of incorporation
or bylaws, or other organizational documents, of the Company
and will not conflict with, result in the breach or
violation of, or constitute, either by itself or upon notice
or the passage of time or both, a default under any
agreement, mortgage, deed of trust, lease, franchise,
license, indenture, permit or other instrument to which the
Company is a party or by which the Company or any of its
properties may be bound or affected, any statute or any
authorization, judgment, decree, order, rule or regulation
of any court or any regulatory body, administrative agency
or other governmental body applicable to the Company or any
of its properties. No consent, approval, authorization or
other order of any court, regulatory body, administrative
agency or other governmental body is required for the
execution and delivery of this Agreement or the consummation
of the transactions contemplated by this Agreement, except
for compliance with the Act and Blue Sky securities laws
applicable to the public offering of the Common Shares by
the Company.
(g) Xxxxxx Xxxxxx Xxxxx, LLP, who have expressed their
opinion with respect to the financial statements and
schedules filed with the Commission as a part of the
Registration Statement and included in the Prospectus and in
the Registration Statement, are independent accountants as
required by the Act and the Rules and Regulations.
(h) The combined financial statements and schedules of
the Company and the related notes thereto included in the
Registration Statement and the Prospectus present fairly the
financial position of the Company as of the respective dates
of such financial statements and schedules, and the results
of operations and changes in financial position of the
Company for the respective periods covered thereby. Such
statements, schedules and related notes have been prepared
in accordance with generally accepted accounting principles
applied on a consistent basis as certified by Xxxxxx Xxxxxx
Xxxxx, LLP. No other financial statements or schedules are
required to be included in the Registration Statement. The
selected financial data set forth in the Prospectus under
the captions "Capitalization" and "Selected Combined
Historical Financial Data" fairly present the information
set forth therein on the basis stated in the Registration
Statement. The pro forma financial information (including
the related notes) included in the Prospectus complies as to
form in all material respects to the applicable accounting
requirements of the Act and the Rules and Regulations, and
management of the Company believes that the assumptions
underlying the pro forma adjustments are reasonable. Such
pro forma adjustments have been properly applied to the
historical amounts in the compilation of the information and
such information fairly represents with respect to the
Company the financial position, results of operations and
other information purported to be shown therein at the
respective dates and for the respective periods specified.
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(i) The Company has disclosed in the Registration
Statement and Prospectus all information it is required to
disclose therein, and such Registration Statement and
Prospectus are true and correct in every material respect
and do not fail to disclose any information which if not
disclosed would cause the Registration Statement and/or
Prospectus to be materially misleading in any respect.
(j) The Company and each of its Subsidiaries maintains
a system of internal accounting controls sufficient to
provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific
authorization, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity
with generally accepted accounting principles and to
maintain accountability for assets, (iii) access to assets
is permitted only in accordance with management's general or
specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to
any differences.
For purposes of this Section 2, "the best of the Company's
knowledge" or a similar phrase means the knowledge of each of
Xxxxx X. Xxxxxxx, Xxxxxxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx,
Xxxx X. Xxxxx and X. Xxxxxxxxx Xxxx, after diligent inquiry of
persons who should have knowledge of the facts relevant to such
representations.
SECTION 3. Representations and Warranties of Xxxxxx Xxxxxx.
Xxxxxx Xxxxxx hereby represents and warrants to the Company that:
(a) The information set forth in the Prospectus that
was furnished to the Company by and on behalf of Xxxxxx
Xxxxxx for use in connection with the preparation of the
Registration Statement and the Prospectus is correct in all
material respects;
(b) Xxxxxx Xxxxxx is registered as a broker-dealer in
the State of North Carolina.
(c) Xxxxxx Xxxxxx will make all necessary filings with
the National Association of Securities Dealers in connection
with its services provided hereunder.
SECTION 4. Covenants of the Company. The Company covenants
and agrees that:
(a) The Company will use its best efforts to cause the
Registration Statement and any amendment thereof, if not
effective at the time and date that this Agreement is
executed and delivered by the parties hereto, to become
effective. Xxxxxx Xxxxxx will have the opportunity to
review and approve the Registration Statement and any
amendment thereto. The Company will promptly advise Xxxxxx
Xxxxxx in writing (i) of the receipt of any comments of the
Commission, (ii) of any request of the Commission for
amendment of or supplement to the Registration Statement
(either before or after it becomes effective) or the
Prospectus or for additional information, (iii) when the
Registration Statement shall have become effective, and (iv)
of the issuance by the Commission of any stop order
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suspending the effectiveness of the Registration Statement
or of the institution of any proceedings for that purpose.
If the Commission shall enter any such stop order at any
time, the Company will use its best efforts to obtain the
lifting of such order at the earliest possible moment. The
Company will not file any amendment or supplement to the
Registration Statement (either before or after it becomes
effective) or the Prospectus of which Xxxxxx Xxxxxx has not
been furnished with a copy a reasonable time prior to such
filing or to which Xxxxxx Xxxxxx reasonably objects or which
is not in compliance with the Act and the Rules and
Regulations.
(b) The Company will prepare and file with the
Commission, promptly upon Xxxxxx Xxxxxx'x request, any
amendment or supplements to the Registration Statement or
the Prospectus which in Xxxxxx Xxxxxx'x judgment may be
necessary or advisable to enable Xxxxxx Xxxxxx to continue
the distribution of the Common Shares, and will use its best
efforts to cause the same to become effective as promptly as
possible.
(c) If at any time within the nine-month period
referred to in Section 10(a)(3) of the Act during which a
prospectus relating to the Common Shares is required to be
delivered under the Act any event occurs, as a result of
which the Prospectus, including any amendments or
supplements, would include an untrue statement of a material
fact, or omit to state any material fact required to be
stated therein or necessary to make the statements therein
not misleading, or if it is necessary at any time to amend
the Prospectus, including any amendments or supplements, to
comply with the Act or the Rules and Regulations, the
Company will promptly advise Xxxxxx Xxxxxx thereof and will
promptly prepare and file with the Commission, at its own
expense, an amendment or supplement which will correct such
statement or omission or an amendment or supplement which
will effect such compliance and will use its best efforts to
cause the same to become effective as soon as possible; and,
in case Xxxxxx Xxxxxx is required to deliver a prospectus
after such nine-month period, the Company upon request, but
at the expense of Xxxxxx Xxxxxx, will promptly prepare such
amendment or amendments to the Registration Statement and
such Prospectus or Prospectuses as may be necessary to
permit compliance with the requirements of Section 10(a)(3)
of the Act.
(d) The Company will timely file such reports pursuant
to the Exchange Act as are necessary in order to make
generally available to its security holders as soon as
practicable an earnings statement for the purposes of, and
to provide the benefits contemplated by, the last paragraph
of Section 11(a) of the Act.
(e) During such period as a prospectus is required by
law to be delivered in connection with sales by Xxxxxx
Xxxxxx, the Company, at its expense, but only for the nine-
month period referred to in Section 10(a)(3) of the Act,
will furnish to Xxxxxx Xxxxxx or mail to the order of Xxxxxx
Xxxxxx copies of the Registration Statement and the
Prospectus and all amendments and supplements to any such
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documents, in each case as soon as available and in such
quantities as Xxxxxx Xxxxxx may request, for the purposes
contemplated by the Act.
(f) The Company shall qualify or register the Common
Shares for sale under (or obtain exemptions from the
application of) the Blue Sky securities law of North
Carolina, will comply with such law and will continue such
qualification, registration and exemption in effect so long
as reasonably required for the distribution of the Common
Shares. The Company will advise Xxxxxx Xxxxxx promptly of
the suspension of the qualification or registration of (or
any such exemption relating to) the Common Shares for
offering, sale or trading in any jurisdiction or any
initiation or threat of any proceeding for any such purpose,
and in the event of the issuance of any order suspending
such qualification, registration or exemption, the Company,
with Xxxxxx Xxxxxx'x cooperation, will use its best efforts
to obtain the withdrawal thereof.
(g) The Company will apply the net proceeds of the
sale of the Common Shares sold by it substantially in
accordance with its statements under the caption "Use of
Proceeds" in the Prospectus.
Xxxxxx Xxxxxx may, in its sole discretion, waive in writing
the performance by the Company of any one or more of the
foregoing covenants or extend the time for their performance.
SECTION 5. Payment of Fees and Expenses. Whether or not
the transactions contemplated hereunder are consummated or this
Agreements becomes effective or is terminated, the Company agrees
to pay all costs, fees and expenses incurred in connection with
the performance of its obligations hereunder and in connection
with the transactions contemplated hereby and all reasonable fees
and expenses of Xxxxxx Xxxxxx, including reasonable fees and
disbursements of Xxxxxx Xxxxxx'x counsel, not to exceed $10,000.
SECTION 6. Effectiveness of Registration Statement. Xxxxxx
Xxxxxx and the Company will use their best efforts to cause the
Registration Statement to become effective, to prevent the
issuance of any stop order suspending the effectiveness of the
Registration Statement and, if such stop order be issued, to
obtain as soon as possible the lifting thereof.
SECTION 7. Indemnification.
(a) The Company agrees to indemnify and hold harmless
Xxxxxx Xxxxxx and each person, if any, who controls Xxxxxx
Xxxxxx within the meaning of the Act against any losses,
claims, damages, liabilities or expenses, joint or several,
to which Xxxxxx Xxxxxx or such controlling person may become
subject, under the Act, the Exchange Act or other federal or
state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if
such settlement is effected with the written consent of the
Company), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon any
untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or arise
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out of or are based upon the omission or alleged omission to
state in any of them a material fact required to be stated
therein or necessary to make the statements in any of them
not misleading, or arise out of or are based in whole or in
part on any inaccuracy in the representations and warranties
of the Company contained herein or any failure of the
Company to perform its obligations hereunder or under law;
and will reimburse Xxxxxx Xxxxxx and each such controlling
person for any legal and other expenses as such expenses are
reasonably incurred by Xxxxxx Xxxxxx or such controlling
person in connection with investigating, defending,
settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however,
that the Company will not be liable in any such case to the
extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission
made in the Registration Statement, the Prospectus or any
amendment or supplement thereto in reliance upon and in
conformity with the information furnished to the Company
pursuant to Section 3 hereof.
(b) Xxxxxx Xxxxxx will indemnify and hold harmless the
Company, each of the Company's directors, each of the
Company's officers who signed the Registration Statement,
and each person, if any, who controls the Company within the
meaning of the Act, against any losses, claims, damages,
liabilities or expenses to which the Company or any such
director, officer or controlling person may become subject,
under the Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such
settlement is effected with the written consent of Xxxxxx
Xxxxxx), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon any
untrue or alleged untrue statement of any material fact
contained in, the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary
to make the statements therein not misleading in each case
to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, in
reliance upon and in conformity with the information
furnished to the Company pursuant to Section 3 hereof; and
will reimburse the Company or any such director, officer or
controlling person for any legal and other expense
reasonably incurred by the Company, or any such director,
officer, or controlling person in connection with
investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action.
This indemnity agreement will be in addition to any
liability which Xxxxxx Xxxxxx may otherwise have.
(c) It is agreed that any controversy arising out of
the operation of the interim reimbursement arrangements set
forth in Sections 7(a) and 7(b) hereof, including the
amounts of any requested reimbursement payments and the
method of determining such amounts, shall be settled by
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arbitration conducted by the American Arbitration
Association. Any such arbitration must be commenced by
service of a written demand for arbitration or written
notice of intention to arbitrate, therein electing the
arbitration tribunal. In the event the party demanding
arbitration does not make such designation of an arbitration
tribunal in such demand or notice, then the party responding
to said demand or notice is authorized to do so.
SECTION 8. Termination. Without limiting the right to
terminate this Agreement pursuant to any other provision hereof:
(a) This Agreement may be terminated by the Company by
notice to Xxxxxx Xxxxxx or by Xxxxxx Xxxxxx by notice to the
Company at any time prior to the time this Agreement shall
become effective as to all its provisions, and any such
termination shall be without liability on the part of the
Company to Xxxxxx Xxxxxx (except for the fees and expenses
to be paid or reimbursed by the Company, pursuant to
Sections 1, 5 and 7 hereof and except to the extent provided
in Section 9 hereof) or of Xxxxxx Xxxxxx to the Company
(except for the expenses to be paid or reimbursed by Xxxxxx
Xxxxxx, pursuant to Section 7 hereof and except to the
extent provided in Section 9 hereof).
(b) This Agreement may also be terminated by Xxxxxx
Xxxxxx by notice to the Company (i) if any adverse event
shall have occurred or shall exist which makes untrue or
incorrect in any material respect any statement or
information contained in the Registration Statement or
Prospectus or which is not reflected in the Registration
Statement or Prospectus but should be reflected therein in
order to make the statements or information contained
therein not misleading in any material respect, or (ii) if
there shall be any action, suit or proceeding pending or
threatened; or there shall have been any development or
prospective development involving particularly the business
or properties or securities of the Company or any of its
Subsidiaries or the transactions contemplated by this
Agreement which, in the reasonable judgment of Xxxxxx
Xxxxxx, may materially and adversely affect the Company's
business or earnings and makes it impracticable or
inadvisable to offer or sell the Common Shares. Any
termination pursuant to this subsection (b) shall be without
liability on the part of Xxxxxx Xxxxxx to the Company or on
the part of the Company to Xxxxxx Xxxxxx (except for the
fees and expenses to be paid or reimbursed by the Company
pursuant to Sections 1, 5 and 7 hereof and except to the
extent provided in Section 9 hereof).
SECTION 9. Representations and Indemnities to Survive
Delivery. The respective indemnities, agreements,
representations, warranties and other statements of the Company,
of the Company's officers and of Xxxxxx Xxxxxx set forth in or
made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of
Xxxxxx Xxxxxx, the Company, or any of its or their partners,
officers or directors or any controlling person, as the case may
be, and will survive delivery of and payment for the Common
Shares sold hereunder and any termination of this Agreement.
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SECTION 10. Notices. All communications hereunder shall be
in writing and, if sent to Xxxxxx Xxxxxx shall be mailed,
delivered or telegraphed and confirmed to The Xxxxxx Xxxxxx
Company, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx
00000, with a copy to The Xxxxxxx Law Firm, X.X. Xxx 0000,
Xxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx,
Xx., Esq.; and if sent to the Company shall be mailed, delivered
or telegraphed and confirmed to the Company at X.X. Xxx 000, 00
Xxxxxxx 000, Xxxxxxxxxxx, Xxxxxxx 00000, with a copy to
Xxxxxxxxxx & Xxxx, L.L.P., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxxxx, Esq. The
Company or Xxxxxx Xxxxxx may change the address for receipt of
communications hereunder by giving notice to the others.
SECTION 11. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto, and to the
benefit of the officers and directors and controlling persons
referred to in Section 7, and in each case their respective
successors, personal representatives and assigns, and no other
person will have any right or obligation hereunder. No such
assignment shall relieve any party of its obligations hereunder.
The term "successors" shall not include any purchaser of the
Common Shares as such from Xxxxxx Xxxxxx merely by reason of such
purchase.
SECTION 12. Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this
Agreement shall not affect the validity or enforceability of any
other Section, paragraph or provision hereof. If any Section,
paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.
SECTION 13. Applicable Law. This Agreement shall be
governed by and construed in accordance with the internal laws
(and not the laws pertaining to conflicts of laws) of the State
of North Carolina.
SECTION 16. General. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all
prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to the subject
matter hereof. This Agreement may be executed in several
counterparts, each one of which shall be an original, and all of
which shall constitute one and the same document.
In this Agreement, the masculine, feminine and neuter
genders and the singular and the plural include one another. The
section headings in this Agreement are for the convenience of the
parties only and will not affect the construction or
interpretation of this Agreement. This Agreement may be amended
or modified, and the observance of any term of this Agreement may
be waived, only by a writing signed by the Company.
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If the foregoing is in accordance with Xxxxxx Xxxxxx'x
understanding of our agreement, kindly sign and return to us the
enclosed copies hereof, whereupon it will become a binding
agreement among the Company and Xxxxxx Xxxxxx, all in accordance
with its terms.
Very truly yours,
UNITED COMMUNITY BANKS, INC.
By:/s/ Xxxxx X. Xxxxxx
Secretary
THE XXXXXX XXXXXX COMPANY
By: /s/ W. Xxxx Xxxxxx
President
THE XXXXXX XXXXXX COMPANY
INVESTMENT BANKERS
January 28, 1997
Xxxxx X. Xxxxxxx
President and CEO
United Community Banks, Inc.
00 Xxxxxxx 000
Xxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
With respect to that certain agreement between United Community Banks,
Inc. (the "Company") and The Xxxxxx Xxxxxx Company ("Xxxxxx Xxxxxx")
dated January 28, 1997 (the "Broker Dealer Agreement"), Xxxxxx Xxxxxx
agrees hereby to the following changes to the Broker Dealer Agreement.
The third sentence of the second paragraph of Section 1. BROKER DEALER
AGREEMENT shall be deleted and in its place the following sentence shall
be substituted:
Xxxxxx Xxxxxx will act as Dealer on behalf of the company
in connection with effecting the offer and sale of the
Common Shares in North Carolina to residents of North
Carolina.
All other terms of the Broker Dealer Agreement shall remained unchanged.
If the foregoing is in accordance with the Company's understanding of
our agreement, as hereby amended, please sign and return to us one copy
of this letter, whereupon it will become a binding agreement between
Xxxxxx Xxxxxx and the Company.
Sincerely,
THE XXXXXX XXXXXX COMPANY
/s/ W. Xxxx Xxxxxx
Chairman
UNITED COMMUNITY BANKS, INC.
By: /s/ Xxxxx X. Xxxxxx
Its: /s/ Secretary
