Exhibit 10.2
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is
entered into as of the 7th day of April, 2005 by and among Coastal Bancshares
Acquisition Corp., a Delaware corporation (the "Company"), Xxxx X. Xxxxxxxx, W.
Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxxxx Xxxxxx and
acknowledged and agreed to by Xxxx X. Xxxxxxx.
WHEREAS, the Company and Xxxx X. Xxxxxxxx, W. Xxxxxx Xxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxx (each, an "Investor" and
collectively, the "Investors") have previously entered into that certain
Registration Rights Agreement, dated February 14, 2005 (the "Registration Rights
Agreement");
WHEREAS, Xxxx X. Xxxxxxx, an Investor, has resigned as a member of the
Board of Directors of the Company, effective of even date herewith, and agreed
to forfeit his ownership of 40,000 shares of common stock of the Company;
WHEREAS, Xxxxxxxx Xxxxxx has been elected by the Board of Directors of the
Company to fill the vacancy created by the resignation of Xxxx X. Xxxxxxx and
Xxxxxxxx Xxxxxx has accepted and agreed to serve as a member of the Board of
Directors of the Company;
WHEREAS, the Company has granted 40,000 restricted shares of common stock
of the Company to Xxxxxxxx Xxxxxx;
WHEREAS the Company and the undersigned desire to enter into this Agreement
to provide Xxxxxx with certain rights relating to the registration of shares of
common stock held by him;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to them in the
Registration Rights Agreement.
2. Acceptance of Registration Rights Agreement. Xxxxxx does hereby accept
and agree to be bound by all of the terms and conditions of the
Registration Rights Agreement.
3. Amendment to Section 6.3 of the Registration Rights Agreement. Section
6.3 shall be amended in its entirety to read as follows:
6.3 Notices. All notices, demands, requests, consents, approvals or
other communications (collectively, "Notices") required or permitted
to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or
transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed
given on the date of service or transmission if personally served or
transmitted by telegram, telex or facsimile; provided, that if such
service or transmission is not on a business day or is after normal
business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed
given on the next business day following timely delivery of such
notice to a reputable air courier service with an order for next-day
delivery.
To the Company:
Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxxx
with a copy to:
Jenkens & Xxxxxxxxx, a Professional Corporation
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.;
To an Investor, to:
Xxxx X. Xxxxxxxx
c/o Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Coastal Acquisition, LLC
c/o Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
W. Xxxxxx Xxxxxxx
c/o Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
2
Xxxxx Xxxxxxx
c/o Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxxxx
c/o Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Xxxxxxxx Xxxxxx
c/o Coastal Bancshares Acquisition Corp.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
with a copy to:
Jenkens & Xxxxxxxxx, a Professional corporation
0000 Xxxx Xxx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
6. Ratification of the Registration Rights Agreement. Except as specified
hereinabove, all other terms and provisions of the Registration Rights
Agreement shall remain unchanged and are hereby ratified and
confirmed.
7. Facsimile; Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original and all of
which counterparts together shall constitute one agreement with the
same effect as if the parties had signed the same signature page.
9. Headings. The titles to the sections of this Amendment are solely for
the convenience of the parties and shall not be used to explain,
modify aid in the interpretation of the provisions of this Amendment.
3
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.
COASTAL BANCSHARES ACQUISITION
CORP., a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Xxxx X. Xxxxxxxx
Co-Chief Executive Officer
INVESTORS:
/s/ Xxxx X. Xxxxxxxx
------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
------------------------------
Coastal Acquisition, LLC
By: Xxxx X. Xxxxxxxx, Manager
/s/ W. Xxxxxx Xxxxxxx
------------------------------
W. Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxxx Xxxxxx
------------------------------
Xxxxxxxx Xxxxxx
Acknowledged and Agreed to By:
/s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
4
