Exhibit 10.15
FIRST AMENDMENT
TO THE AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
FIRST BANK OF DOTHAN, INC.
AND
COMMUNITY CAPITAL BANCSHARES, INC.
THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Merger by and
between First Bank of Dothan, Inc. ("First Bank") and Community Capital
Bancshares, Inc. ("Community Capital") and dated July 2, 2003 (the "Agreement")
is made and entered into this 6th day of August, 2003. Capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to them in the
Agreement.
WHEREAS, Community Capital and First Bank are parties to the Agreement and
wish to amend certain provisions of the Agreement.
In consideration of their mutual promises and obligations hereunder, the
agreements set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AMENDMENT TO SECTION 2.2. Section 2.2 of the Agreement shall be
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deleted in its entirety, and the following shall be substituted in lieu thereof:
"2.2 ARTICLES OF INCORPORATION. The articles of incorporation of
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Interim in effect immediately prior to the Effective Time shall be the
articles of incorporation of the Surviving Bank until duly amended or
repealed."
2. ADDITION OF SECTION 2.8. The following Section 2.8 shall be added
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to Article 2 of the Agreement:
"2.8 CAPITAL STRUCTURE. As of the Effective Time, the Surviving Bank
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will acquire by merger all of the capital, surplus, and retained
earnings of First Bank so that the total capital of the Surviving Bank
shall be identical to the combined capital of First Bank and Interim
immediately prior to the Effective Time."
3. AMENDMENT TO SECTION 3.1(B). Section 3.1(b) of the Agreement shall
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be deleted in its entirety, and the following shall be substituted in lieu
thereof:
"(b) Each share of Interim Common Stock issued and outstanding
immediately prior to the Effective Time shall remain issued and
outstanding from and after the Effective Time and, in consideration of
Community Capital issuing shares of Community Capital Common Stock and
cash to First Bank shareholders in exchange for their First Bank
Common Stock pursuant to Section 3.1(c), upon the Effective Time, the
Surviving Bank shall issue 250,000 shares of Interim Common Stock to
Community Capital."
4. COUNTERPARTS. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed an original, but all such separate
counterparts shall together constitute but one and the same instrument.
5. GOVERNING LAW. This Amendment has been executed and delivered in
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the State of Georgia and shall be construed and enforced in accordance with the
internal laws of the State of Georgia.
6. NO OTHER AMENDMENT OR WAIVER. Except as modified by this Amendment,
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the text of the Agreement shall remain unchanged and in full force and effect.
[Signatures Follow]
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In Witness Whereof, the parties hereto have caused this instrument to be
executed in counterparts by their duly authorized officers as of the day and
year first above written.
ATTEST: COMMUNITY CAPITAL BANCSHARES, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx, III
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Secretary Xxxxxxx X. Xxxxx, III
Chairman and Chief Executive Officer
[CORPORATE SEAL]
ATTEST: FIRST BANK OF DOTHAN, INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxx Xxxxxx
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Secretary Xxxxxx Xxx Xxxxxx
Chairman of the Board and
Chief Executive Officer
[CORPORATE SEAL]
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