Contract
The
following are the terms and conditions for SAMCO Capital Markets, a division
of
Xxxxxx Financial Services, Inc. (“SAMCO”), providing consulting services to the
management and directors of NBOG Bancorporation, Inc., a bank holding company
located in Gainesville, Georgia (collectively, “NBOG” or the
“Company”).
I.
|
SERVICES
AND DUTIES
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(A)
|
Timetables
|
SAMCO
will advise the management and Board of Directors of NBOG on the establishment
of a comprehensive plan for the development and execution of the Company’s stock
offering. SAMCO will assist the Company’s management in establishing a computer
database that will enable the Company’s management and directors to gauge the
progress of the capital raising campaign on a daily basis.
(B) |
Management
Advice
|
SAMCO
will advise management (Monday through Friday, weekends if necessary) how
best
to coordinate all aspects of the Company’s sales efforts, including advice as to
sales techniques which have been successful in other secondary stock offerings.
SAMCO will endeavor to ensure the Company’s management and directors are
committed to the sales process, as this is an essential point to a timely
completion of the stock sale.
(C)
|
XXX
XXXXX, Pension and Profit Sharing
Suitability
|
SAMCO
will work with the officers and management of the Company in processing all
retirement account purchases of shares through the various types of retirement
accounts that potential investors may have already established. If potential
investors wish to use retirement funds to invest in the Company’s stock, but do
not have a retirement account established or have a custodian that will not
process this type of transaction, then SAMCO will seek out those retirement
custodians who will allow such a transaction. SAMCO will oversee all retirement
account transactions to ensure they are properly initiated and
completed.
NBOG Bancorporation, Inc. |
Page
2
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II.
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FEE
ARRANGEMENT
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(A)
|
SAMCO
shall receive a fee of 5% of the gross proceeds from the stock
offering at
each closing at which subscriptions for common stock are accepted
by the
Company at such closing from individuals who are not listed in
Schedule
A
hereto. For purposes of this Agreement, a closing shall be deemed
to have
occurred when funds are received by the Bank as a result of such
closing.
At each closing, the Company will furnish to SAMCO such opinions
of
counsel and other documents and certificates as SAMCO may reasonably
request and are customary in transactions of this nature in form
and
substance reasonably satisfactory to the Company, SAMCO and their
respective counsel.
|
(B)
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NBOG
agrees to reimburse reasonable expenses in connection with lunch
or dinner
with potential investors.
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III.
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OTHER
TERMS
|
(A)
|
(B)
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(C)
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This
Agreement may not be amended or modified except in writing signed
by each
of the parties hereto and shall be governed by and construed in
accordance
with the laws of the State of Texas. Each of the parties hereto
expressly
waives all right to trial by jury in any action or proceeding arising
out
of this Agreement.
|
(D)
|
NBOG
acknowledges that, since SAMCO will be acting on its behalf in
connection
with this Agreement and performing duties as described herein,
NBOG agrees
to indemnify and hold harmless SAMCO, its officers, directors,
employees,
and agents, from any liability arising from its engagement under
the terms
of this Agreement, except to the extent that any loss, claim, damage,
judgment, assessment, cost or any other liability, or related expense,
is
found in a final judgment by a court of competent jurisdiction
to have
resulted from willful misconduct or gross negligence of
SAMCO.
|
(E)
|
SAMCO
acknowledges that, since it will be acting on NBOG’s behalf in connection
with this Agreement and performing duties as described herein,
SAMCO
agrees to indemnify and hold harmless NBOG, its officers, directors,
employees, and agents, from any loss, claim, damage, judgment,
assessment,
cost or any other liabilities, or related expense found in a final
judgment by a court of competent jurisdiction to have resulted
from the
willful misconduct or gross negligence of
SAMCO.
|
NBOG Bancorporation, Inc. |
Page
3
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(F)
|
In
order to induce SAMCO to enter into this Agreement, NBOG hereby
represents
and warrants to SAMCO as follows:
|
(1)
|
The
Company is duly organized, validly existing and in good standing
under the
laws of the jurisdiction of its incorporation, with full power
and
authority to conduct its business as it is currently being conducted
and
to own its assets. In addition, the execution and delivery by the
Company
of this Agreement has been duly authorized and this Agreement is
the valid
binding and legally enforceable obligation of the
Company.
|
(2)
|
The
prospectus of NBOG, dated May 26, 2005, including all exhibits,
attachments, addendums, amendments and supplements (the “Prospectus”),
does not 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, in light of the circumstances under which they
were
made, not misleading. Any additional oral or written information
required
and/or authorized by the Company to be provided to prospective
investors
shall not contain 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, in light of the circumstances under which they
are
made not misleading.
|
(G) |
In
order to induce NBOG to enter this Agreement, SAMCO hereby represents
and
warrants that it is: (1) registered (a) as a broker or dealer as
required
by Section 15(a)(1) of the Securities Exchange Act of 1934, (the
“Exchange
Act”) and (b) with the National Association of Securities Dealers,
Inc. as
a registered representative or (2) exempt from the registration
requirements of Section 15(a)(1) of the Exchange Act and applicable
state
laws.
|
The
undersigned agree to the terms and conditions as outlined in this
Agreement.
/s/ Xxx Xxxxxxx
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Xxx
Xxxxxxx
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SAMCO
Capital Markets
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A
Division of Xxxxxx Financial Services, Inc.
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/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx
X. Xxxxxxxxxxx
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Chief
Executive Officer
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NBOG
Bancorporation, Inc.
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000
Xxxxxx Xxxxxx
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Xxxxxxxxxxx,
Xxxxxxx 00000-0000
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Date:
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July 20, 2005 |