0001145443-05-002228 Sample Contracts

1,100,000 Shares Appalachian Bancshares, Inc. Common Stock par value $0.01 per share Underwriting Agreement
Underwriting Agreement • September 23rd, 2005 • Appalachian Bancshares Inc • State commercial banks • New York

Appalachian Bancshares, Inc., a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P., (the “Underwriter”) an aggregate of 1,100,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 165,000 additional shares (the “Optional Shares”) of the common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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