Exhibit 2.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF
MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER (the
“ Amendment”) , effective as of May 19, 2005,
amends that certain Agreement and Plan of Merger (the “
Merger Agreement ”), dated as of April 6, 2005,
by and between Coastal Banking Company, Inc., a South Carolina
corporation (“ Coastal ”), and First Capital
Bank Holding Corporation, a Florida corporation (“ First
Capital ”).
WHEREAS , Coastal and First Capital are parties to the
Merger Agreement;
WHEREAS , the parties wish to amend the Merger Agreement
as provided herein; and
WHEREAS , pursuant to Section 11.5 of the Merger
Agreement, the Merger Agreement may be amended by a subsequent
writing signed by each of the Parties upon the approval of the
Boards of Directors of each of the Parties.
NOW, THEREFORE
, in consideration of the above and
the agreements set forth herein, the Parties agree as
follows:
1.
The text of Section 2.1 of the
Merger Agreement is hereby deleted and replaced in its entirety
with the following:
2.1
Articles of
Incorporation . The
Amended and Restated Articles of Incorporation of Coastal to be
attached as an appendix to the plan of merger and filed with the
Articles of Merger with the Department of State of Florida and the
Secretary of State of South Carolina shall be the Articles of
Incorporation of the Surviving Corporation until otherwise amended
or repealed.
2.
The text of Section 2.3 of the
Merger Agreement is hereby deleted and replaced in its entirety
with the following:
2.3
Directors of Coastal
. Upon the Effective Time and as set
forth in the Amended and Restated Articles of Incorporation
described in Section 2.1 above, the Surviving Company shall
have 12 directors determined as follows:
(a)
The Coastal directors that will
serve in the Surviving Company shall be James W. Holden, Class I;
James C. Key, Class I; Ladson F. Howell, Class II; Dennis O. Green,
Class II; Randolph C. Kohn, Class III; and Robert B. Pinkerton,
Class III. It is the intent of the Parties as evidenced in
the forms of Support Agreements attached hereto as Exhibit A
and Exhibit A-1 that if any of the directors set forth this
subsection cease to be a director of Coastal prior to date of
the 2007 Coastal annual meeting of shareholders, a majority of the
remaining directors set forth in this subsection shall have
the right to nominate the rep
