UP TO [ ] SHARES
PIEDMONT COMMUNITY BANK GROUP, INC.
SAMCO Capital Markets, Inc.
1700 Pacific Avenue, Suite 2000
Dallas, Texas 75201
Ladies and Gentlemen:
Piedmont Community Bank Group, Inc., a Georgia corporation (the “Company”), and its wholly-owned subsidiary,
Piedmont Community Bank, a Georgia banking association (the “Bank”), propose, subject to the terms and conditions stated
herein, to engage SAMCO Capital Markets, Inc. (the “Agent” or “you”) to assist the Company in structuring an offering of the
Company’s common stock (the “Common Stock”) and, as agent of the Company, to assist in the sale on a “best efforts” basis
of up to _______________ shares of the Common Stock, $.01 par value per share (the “Shares”).
1. The Offering. The Company is offering the Shares at a purchase price equal to $____ per share, in connection with the
Company’s public offering of Common Stock that commenced as of the date of this Agency Agreement (the “Offering”).
The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the
rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form SB-2 (File No. 333-____________) under the 1933 Act, including a prospectus,
relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the
registration statement filed on August ____, 2007, as amended [Insert Amendments] and at the time of such registration
statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a
part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b)
under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the r