1
EXHIBIT 10.2.2
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED AGREEMENT
AMONG
▇▇▇ ▇▇▇▇▇, RDB FAMILY LIMITED PARTNERSHIP, ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇.,
J. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇,
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
AS THE AUGUSTA GROUP
AND
GEORGIA-CAROLINA BANCSHARES, INC.
This amendment (this "Amendment"), dated as of December 29, 1998, is
made and entered into by and among ▇▇▇ ▇▇▇▇▇, RDB FAMILY LIMITED PARTNERSHIP,
▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇., J. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇, ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (collectively, the "Augusta Group"), and
GEORGIA-CAROLINA BANCSHARES, INC. (the "Company").
W I T N E S S E T H :
WHEREAS, the Augusta Group and the Company have entered into that
certain Amended and Restated Agreement, dated as of September 30, 1998 (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 second recital of the Agreement is hereby
amended by deleting such recital in its entirety and by substituting the
following in lieu thereof:
"WHEREAS, the Company proposes to issue and to sell
up to 740,741 shares of common stock, par value $.001 per
share (the "Common Stock"), of the Company on an "any and
all" best efforts basis (the "Offering");"
(2) Structure of Offering. Section 1.1 of the Agreement
is hereby amended by deleting such section in its entirety and by substituting
the following in lieu thereof:
"Structure of Offering. The Offering shall consist of up to
740,741 shares of Company Common Stock (the "Shares"),
marketed on an "any and all" best efforts basis, with a 100
share minimum per investor, through certain directors and
executive officers of the
2
Company, none of whom shall receive any commissions or other
form of remuneration based on the sale of the Shares;
provided, however, that the Company may engage sales agents
to sell the Shares on a best efforts basis."
(3) Outstanding Capital Stock. Section 2.2 of the
Agreement is hereby amended by deleting the first sentence of such section in
its entirety and by substituting the following in lieu thereof:
"The Company's authorized, issued and outstanding capital
stock is as disclosed in the Company's Registration Statement
on Form SB-2 (the "Registration Statement") filed with the
Commission on or about December 24, 1998 in connection with
the Offering and the registration of the Shares."
(4) Except as otherwise provided herein, all terms and
provisions of the Agreement shall remain in full force and effect as originally
written.
2
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Chairman
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
[CORPORATE SEAL]
AUGUSTA GROUP MEMBERS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇
---------------------------------- -------------------------------------
Witness ▇▇▇ ▇▇▇▇▇
RDB Family Limited Partnership
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇
---------------------------------- -------------------------------------
Witness General Partner
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇.
---------------------------------- -------------------------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ J. ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------- -------------------------------------
Witness J. ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- -------------------------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇
---------------------------------- -------------------------------------
Witness ▇▇▇▇ ▇. ▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------- -------------------------------------
Witness ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- -------------------------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇