Exhibit
Number
Description
2.1
Amendment to the Agreement and Plan
of Merger between Coastal Banking Company, Inc. and First Capital
Bank Holding Corporation dated May 19, 2005.
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repealed.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 t
