Amendment to the Stock Purchase Agreement by and between David J. John and BankGuam Holding Company dated March 30, 2021

Exhibit 10.01

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

This Second Amendment to a certain Stock Purchase Agreement (“Second Amendment”) is made and entered into as of the date indicated below, by and among BANK GUAM HOLDING COMPANY, a bank holding company formed under the laws of the Territory of Guam (hereinafter referred to as, the “Buyer”), and DAVID J. JOHN, (hereinafter referred to as the “Seller”). Each of Seller and Buyer is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

RECITALS

NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

Third Closing. On July 1, 2021, and subject to the fulfillment of the conditions set forth in this Agreement and the Ancillary Stockholders’ Agreement, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller 1, shares of Stock of ASC which equals twenty-five percent (25%) of the Stock of ASC.

Second Closing Purchase Price. The purchase price for the Stock purchased on the Second Closing will be such amount that equal twenty percent (20%) of the Updated Equity Value of the Company, as reasonably determined based on a valuation to be conducted in Q2 2019. (the “Second Closing Purchased Stock Purchase Price”). The Second Closing Purchased Stock Purchase Price is subject to adjustments as set forth in this Agreement. This amount will be paid in connection with the Second Closing.

Third Closing Purchase Price. The purchase price for the Stock purchased on the Third Closing is the amount of $5,825,000. (the “Third Closing Purchased Stock Purchase Price”). The Third Closing Purchased Stock Purchase Price is subject to adjustments as set forth in this Agreement. This amount represents 25% of the average Equity Value of

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$23,300,000 pursuant to the valuation completed by Mercer Capital in March of 2021. This amount will be paid on the Third Closing Date.

Time and Place of Second Closing. The Second Closing will take place on July 1, 2019, and subject to and following the fulfillment of the conditions set forth in this Agreement and the Ancillary Stockholders’ Agreement, at the offices of ASC Trust Corporation, 120 Father Duenas Avenue, Suite 110, Capitol Plaza, Hagåtña, Guam, 96910. If ASC has moved offices prior to the Second Closing, then the Company’s new address will become the place of the Second Closing

Time and Place of Third Closing. The Third Closing will take place on July 1, 2021, and subject to and following the fulfillment of the conditions set forth in this Agreement and the Ancillary Stockholders’ Agreement, at the offices of ASC Trust Corporation, 120 Father Duenas Avenue, Suite 110, Capitol Plaza, Hagåtña, Guam, 96910. If ASC has moved offices prior to the Third Closing, then the Company’s new address will become the place of the Third Closing.

Second Closing. Cash representing the Second Closing Purchased Stock Purchase Price and Buyer’s proportionate share of reserve funds specified under Section 2.6.

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IN WITNESS WHEREOF, each of the Parties hereto have caused this Second Amendment to be duly executed and effective on the date written below.

DATED: 30^th of March, 2021.

ON THIS 30th day of March, 2021, before me, a Notary Public in and for Guam, U.S.A., personally appeared WILLIAM D. LEON GUERRERO, known to me to be the person whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the same as his free and voluntary act for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.

ON THIS 30th day of March, 2021, before me, a Notary Public in and for Guam, U.S.A., personally appeared DAVID J. JOHN, known to me to be the person whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the same as his free and voluntary act for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.

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