AMENDMENT TO PRE-OPENING FUNDS AGREEMENT
AMENDMENT
TO PRE-OPENING FUNDS AGREEMENT
This
AMENDMENT TO PRE-OPENING FUNDS AGREEMENT (this “Amendment”) is made and entered
into as of the 2nd day of January 2005, by and between Birmingham
Bloomfield Bancorp, Inc., a Michigan corporation (the “Company”), and each of
the undersigned individuals (each, an “Organizer,” and collectively, the
“Organizers”).
WITNESSETH:
WHEREAS,
the
Company and the Organizers previously have entered into that certain Pre-Opening
Funds Agreement, dated as of July 28, 2004 (the “Agreement”), which provides for
the solicitation and expenditure of funds in connection with the Company’s
efforts to organize a proposed de novo commercial bank (the “Bank”);
and
WHEREAS,
the
parties desire to amend the Agreement to provide for a second class of
Organizers (the “Half-Unit Organizers”) with certain rights and obligations, as
provided by this Amendment, which are separate from the rights and obligations
of existing Organizers under the Agreement.
NOW,
THEREFORE,
for and
in consideration of the foregoing and of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, and intending to be bound hereby,
the parties hereby agree as follows:
1. Section
1.
Section
1 of the Agreement is hereby amended to read in its entirety as
follows:
1. Payments
of Funds for Pre-Incorporation Expenses.
Each
Organizer, by execution of a counterpart hereof, hereby agrees to contribute
funds (“Pre-Opening Funds”) in the amount of $30,000, or in the case of
Half-Unit Organizers, in the amount of $15,000, for the purpose of funding
organizational expenses of the Company and the Proposed Bank. A payment of
$10,000, or in the case of Half-Unit Organizers, $5,000, shall be made by
each
Organizer concurrently with the execution of this Agreement, and two (2)
additional payments of $10,000, or in the case of Half-Unit Organizers, $5,000,
shall be due and payable within five (5) business days after notice from
the
Co-Managers (as defined below) that the payment is due. Pre-Opening Funds
paid
by check shall be made payable to “Birmingham Bloomfield Bancorp,
Inc.”
2. Section
4.
Section
4 of the Agreement is hereby amended to read in its entirety as
follows:
4.
Additional
Organizers.
Upon the
approval of the Co-Managers, additional Organizers, (including Half-Unit
Organizers), may be added from time to time, provided that such Organizers
ratify and agree to be bound by, and comply with the provisions, terms and
conditions of, this Agreement. Each additional Organizer shall execute a
signature page to this Agreement (and such other instrument as counsel to
the
Company shall require), and shall immediately contribute funds as required
by
Section 1 from each of the other Organizers or Half-Unit Organizers, as the
case
may be. Organizers who are intended to be subject to the separate terms
applicable to Half-Unit Organizers shall be designated as Half-Unit Organizers
on the signature page of this Agreement at the time of execution.
3. All
Other Terms in Force.
Except
as expressly amended hereby, all terms, provisions, conditions, covenants,
representations and warranties contained in the Agreement are not modified
by
this Amendment and continue in full force and effect as originally written.
As hereby modified and amended, all of the terms and provisions of
the
Agreement are ratified and confirmed.
4. Additional
Parties to the Agreement.
By
executing a signature page to this Amendment, the undersigned Half-Unit
Organizers agree to be made parties to the Agreement, as amended hereby.
The
Half-Unit Organizers agree that, except as expressly provided otherwise in
the
Agreement, as amended, all terms, provisions, conditions, covenants,
representations and warranties in the Agreement which are applicable to each
Organizer shall be equally applicable to each Half-Unit Organizer.
5. Multiple
Counterparts.
For the
convenience of the parties hereto, this Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, and all counterparts
hereof so executed by the parties hereto, whether or not such counterpart
shall
bear the execution of each of the parties hereto, shall be deemed to be,
and
shall be construed as, one and
the same
Amendment. A telecopy or facsimile transmission of a signed counterpart of
this
Amendment shall be sufficient to bind the party or parties whose signature(s)
appear thereon.
[Signature
Page Follows]
IN
WITNESS WHEREOF,
the
parties hereto have executed or caused this Amendment to be executed by their
duly authorized officers as of the date first above written.
COMPANY:
BIRMINGHAM
BLOOMFIELD BANCORP, INC.
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
ORGANIZERS
| ____________________ |
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Name:
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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| ____________________ |
|
Name:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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| ____________________ |
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Name:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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| ____________________ |
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Name:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| ____________________ |
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Name:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
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| ____________________ |
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Name:
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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| ____________________ |
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Name:
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| ____________________ |
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Name:
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| __________________ |
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Name:
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| _________________ |
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Name:
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| ________________ |
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Name:
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| ________________ |
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Name:
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| __________________ |
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Name:
/S/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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| __________________ |
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Name:
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇
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| ___________________ |
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Name:
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| ___________________ |
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Name:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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| __________________ |
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Name:
/S/ J. ▇▇▇▇▇▇ ▇▇▇▇▇
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| ____________________ |
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Name:
/S/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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| _____________________ |
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Name:
/S/ ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇
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| ____________________ |
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Name:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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| ____________________ |
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Name:
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| ____________________ |
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Name:
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| _____________________ |
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Name:
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
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| _____________________ |
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Name:
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| ______________________ |
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Name:
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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| _________________ |
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Name:
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| ___________________ |
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Name:
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▇▇▇▇▇▇▇▇
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[Signature
Page for Half-Unit Organizers Follows]
IN
WITNESS WHEREOF,
the
undersigned parties have executed this Amendment as of the date first written
above, and agree to be bound by the terms of the Agreement, as amended
hereby.
ORGANIZERS