First Amendment to SALES AGENCY Agreement
THIS FIRST AMENDMENT TO Sales AGENCY Agreement (hereinafter referred to
as the "Amendment"), made and entered into as of the 9th day of March, 2000, by
and between XXXXXXX XXXXXX FINANCIAL SERVICES, INC. ("Xxxxxxx Xxxxxx") and
LEHIGH ACRES FIRST NATIONAL BANCSHARES, Inc. ("Company").
WHEREAS, Xxxxxxx Xxxxxx and Company entered into that certain Sales
Agency Agreement, dated as of September 14, 1999, pursuant to which Xxxxxxx
Xxxxxx agreed to sell between 600,000 and 1,000,000 shares of the Company's
common stock on a best efforts basis (the "Agreement");
WHEREAS, the Agreement is scheduled to terminate on December 31, 1999;
WHEREAS, the parties desire to revise the commissions and expenses
payable to the Xxxxxxx Xxxxxx;
WHEREAS, the parties desire to extend the term of the Agreement until
June 30, 2000;
WHEREAS, the Company intends to file a post-effective amendment to
reflect all material developments;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid, the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
1. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms herein contained shall have the meanings ascribed to
them in the Agreement.
2. Employment of Xxxxxxx Xxxxxx. Section 2(c) of the Agreement is
deleted in its entirely and replaced with the following paragraph
2(c):
(c) The Company and Xxxxxxx Xxxxxx agree that unless 600,000 of
the Shares to be offered are sold by June 30, 2000 (or such later date
as shall be mutually agreed upon by the Company and Xxxxxxx Xxxxxx),
the agency between the Company and Xxxxxxx Xxxxxx will terminate. If
the agency between the Company and Xxxxxxx Xxxxxx terminates, the full
proceeds which have been paid for the Shares shall be returned to the
purchasers. Prior to the sale of all of the Shares to be offered, all
proceeds received from the sale of the Shares will be deposited in an
escrow account for Lehigh Acres First National Bancshares, Inc. with
The Bankers Bank (the "Escrow Agent").
3. Employment of Xxxxxxx Xxxxxx. Section 2(f) of the Agreement is
deleted in its entirety and replaced with the following paragraph
2(f):
(f) In exchange for the services of Xxxxxxx Xxxxxx pursuant to
this Agreement, the Company agrees to pay Xxxxxxx Xxxxxx a commission
on all Shares sold in the Offering based on the following: (i) $.80
per share commission on all shares sold to the public by Xxxxxxx
Xxxxxx, including any shares sold by selected dealers of Xxxxxxx
Xxxxxx and (ii) $.10 per share administration fee on all other Shares
sold in the offering. The selling commission shall be payable at such
time as the subscription Shares sold by Xxxxxxx Xxxxxx, or its
selected dealers, are accepted by and payment in full is received
therefor by the Company and the funds are released from escrow.
4. Expenses of Xxxxxxx Xxxxxx. Section 3 of the Agreement is
deleted in its entirety and replaced with the following paragraph 3:
The Company and Xxxxxxx Xxxxxx agree that the payment of any and
all out-of-pocket expenses incurred or to be incurred by Xxxxxxx
Xxxxxx or by its personnel in connection with the offering of the
Shares is subject to the Company's pre-approval.
5. Miscellaneous.
(a) Ratification of Agreement. Xxxxxxx Xxxxxx and Company hereby
ratify and confirm all of the terms and conditions of the Agreement,
as amended hereby, and as modified, amended or supplemented by this
Amendment, and all of the terms and provisions of the Agreement shall
remain in full force and effect.
(b) Binding Effect. The terms of this Amendment shall be binding
upon Xxxxxxx Xxxxxx and the Company and their respective successors
and assigns.
(c) Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original, and all of
which, when taken together, shall constitute but one and the same
instrument.
(d) Facsimiles. Each party shall be authorized to accept, and may
rely upon, a facsimile transmission of this Amendment executed by the
other party and such document shall be binding upon the executing
party.
IN WITNESS WHEREOF, Xxxxxxx Xxxxxx and the Company have caused this
First Amendment to Sales Agency Agreement to be executed by their respective
duly authorized representatives as of the day and year first above written.
LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC.
By: /s/ Xxxxxx X. X'Xxxx
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Xxxxxx X. X'Xxxx, President and CEO
XXXXXXX XXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, CEO
