EXHIBIT 1Affiliate Agreement • April 13th, 1998 • SNB Bancshares Inc • Savings institution, federally chartered • Georgia
LEASELease • March 31st, 1997 • SNB Bancshares Inc • Savings institution, federally chartered • Georgia
ARTICLE 1 TERMS OF MERGER ---------------Merger Agreement • March 31st, 1998 • SNB Bancshares Inc • Savings institution, federally chartered • Georgia
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • February 13th, 2008 • Security Bank Corp • State commercial banks • Georgia
This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2008, is by and among Security Bank Corporation, a Georgia corporation (the “Company”), and each of the persons listed on the signature page hereto under Standby Purchasers (each a “Standby Purchaser” and collectively, the “Standby Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2003 • SNB Bancshares Inc • State commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into as of December 1, 2002, by and between JAMES R. McLEMORE, a resident of the State of Georgia (“Employee”) and SNB BANCSHARES, INC., a Georgia corporation (“SNB”) and SECURITY BANK OF BIBB COUNTY, a Georgia financial institution (“Bank”). SNB and Bank are hereinafter collectively referred to as “Employer.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2007 • Security Bank Corp • State commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 18, 2007, by and between H. Averett Walker, a resident of the State of Georgia (“Employee”) and SECURITY BANK CORPORATION (“Employer”).
PROPOSED EMPLOYMENT AGREEMENT BETWEEN SNB BANCSHARES, SECURITY INTERIM BANK AND JOHN C. CHILDS, JR.Employment Agreement • March 3rd, 2003 • SNB Bancshares Inc • State commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into as of _______________, 2003 (the “Effective Date”), by and between JOHN C. CHILDS, JR., a resident of the State of Georgia (“Employee”), SNB BANCSHARES, INC., a Georgia corporation (“SNB”), and SECURITY INTERIM BANK, a Georgia interim bank in organization (“Bank”). SNB and Bank are hereinafter collectively referred to as “Employer.”
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN SECURITY BANK CORPORATION AND NEIGHBORS BANCSHARES, INC. Dated as of November 22, 2005Merger Agreement • November 28th, 2005 • Security Bank Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of November 22, 2005, by and between SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, with its principal office located in Macon, Georgia, and NEIGHBORS BANCSHARES, INC. (“Neighbors”), a corporation organized under the laws of the State of Georgia, with its main office in Alpharetta, Georgia.
588,000] Shares1 SECURITY BANK CORPORATION Common Stock par value $1.00 per share Underwriting AgreementUnderwriting Agreement • April 14th, 2004 • Security Bank Corp • State commercial banks • New York
Security Bank Corporation, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [588,000] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [88,200] additional shares (the “Optional Shares”) of the common stock, par value $1.00 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
NON-VOTING WARRANT TO PURCHASE SHARES OF NON-VOTING COMMON STOCK OF SECURITY BANK CORPORATION DATE OF INITIAL ISSUANCE: , 200Warrant Agreement • April 30th, 2008 • Security Bank Corp • State commercial banks • New York
THIS CERTIFIES THAT, for value received, (the “Holder”) is entitled to purchase, subject to the exercise and other provisions of this Non-Voting Warrant (including any Non-Voting Warrants issued in exchange, transfer or replacement hereof, the “Non-Voting Warrant”), from Security Bank Corporation (the “Company”) at any time prior to the 10th anniversary of the issuance of this Non-Voting Warrant, up to shares (as such number of shares may be adjusted in accordance with Section 2 hereof, the “Non-Voting Warrant Shares”) of the Company’s non-voting common stock, $1.00 par value per share (the “Non-Voting Common Stock”), at any time and from time to time, in whole or in part, at an exercise price per Non-Voting Warrant Share equal to $5.92 (subject to adjustment as provided in Section 2 hereof, the “Exercise Price”). The Holder may also, at any time and from time to time, in whole or in part, exercise this Non-Voting Warrant pursuant to a “Cashless Exercise” or a “Note Exchange,” as defin
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN SECURITY BANK CORPORATION, AND HOMESTEAD BANK AND TO BE JOINED BY SBKC INTERIM BANK Dated as of April 19, 2006Merger Agreement • April 20th, 2006 • Security Bank Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 19, 2006, by and between SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, with its principal office located in Macon, Georgia, and HOMESTEAD BANK (“Homestead”), a bank organized under the laws of the State of Georgia, with its main office in Suwanee, Georgia, and is to be joined by SBKC INTERIM BANK (“Merger Sub”), an interim financial institution to be formed under the laws of the State of Georgia as a wholly owned subsidiary of SBKC.
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE OF GEORGIA DEPARTMENT OF BANKING AND FINANCE ATLANTA. GEORGIAWritten Agreement • May 11th, 2009 • Security Bank Corp • State commercial banks
WHEREAS, Security Bank Corporation and Security Interim Holding Corporation (collectively, the “Companies”), each of Macon, Georgia, registered bank holding companies, own and control Security Bank of Gwinnett County, Suwanee, Georgia, Security Bank of North Fulton, Alpharetta, Georgia, Security Bank of North Metro, Woodstock, Georgia, Security Bank of Bibb County, Macon, Georgia, Security Bank of Houston County, Perry, Georgia, and Security Bank of Jones County, Gray, Georgia, each a state nonmember bank (collectively, the “Subsidiary Banks”), and various nonbank subsidiaries.
REGISTRATION AGREEMENTRegistration Agreement • April 30th, 2008 • Security Bank Corp • State commercial banks • New York
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of April 28, 2008 by and among Security Bank Corporation, a Georgia corporation (“SBKC”), and the investors listed on Schedule A hereto (the “Schedule of Investors”), who are each referred to herein as an “Investor” and collectively, as the “Investors.” Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 8 hereof and any capitalized terms not otherwise defined herein shall have the meanings set forth in that certain Subordinated Note and Securities Purchase Agreement dated as of the date hereof among SBKC, Security Interim Holding Corporation, a wholly owned subsidiary of SBKC, and the Investors (the “Purchase Agreement”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN SECURITY BANK CORPORATION AND SOUTHBANKAgreement and Plan of Reorganization • May 19th, 2005 • Security Bank Corp • State commercial banks • Georgia
THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is made and entered into as of May 13, 2005 by and between SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, and SOUTHBANK, a bank organized under the laws of the State of Georgia.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SECURITY BANK CORPORATION DATE OF INITIAL ISSUANCE: April , 2008Warrant Agreement • April 30th, 2008 • Security Bank Corp • State commercial banks • New York
THIS CERTIFIES THAT, for value received, (the “Holder”) is entitled to purchase, subject to the exercise and other provisions of this Warrant (including any Warrants issued in exchange, transfer or replacement hereof, the “Warrant”), from Security Bank Corporation (the “Company”) at any time prior to the 10th anniversary of the issuance of this Warrant, up to shares (as such number of shares may be adjusted in accordance with Section 2 hereof, the “Warrant Shares”) of the Company’s common stock, $1.00 par value per share (the “Common Stock”), at any time and from time to time, in whole or in part, at an exercise price per share of $6.58 (subject to adjustment as provided in Section 2 hereof, the “Exercise Price”) per Warrant Share. The Holder may also, at any time and from time to time, in whole or in part, exercise this Warrant pursuant to a “Cashless Exercise” or a “Note Exchange,” as defined and provided in Sections 1.3(b) and 1.3(c) below, respectively. This Warrant shall expire at
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • October 16th, 2008 • Security Bank Corp • State commercial banks • Georgia
This Separation Agreement and General Release of All Claims (hereinafter the “Agreement”) is entered into as of the 10th day of October, 2008, by and between H. Averett Walker (“Executive”) and Security Bank Corporation (“Employer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 22nd, 2006 • Security Bank Corp • State commercial banks • Georgia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 27th day of April, 2000, by and among SNB BANCSHARES, INC. and SECURITY BANK OF BIBB COUNTY, a bank organized under the laws of the State of Georgia (hereinafter referred to as “Buyer”); GROUP FINANCIAL SOUTHEAST, a general partnership, d/b/a FAIRFIELD FINANCIAL (the “Company”); and JOHN W. RAMSEY, RAMS HEAD I, LLC and RAMS HEAD, LTD. (the “Principals”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN SECURITY BANK CORPORATION AND SOUTHBANKAgreement and Plan of Reorganization • March 14th, 2005 • Security Bank Corp • State commercial banks • Georgia
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is made and entered into as of March 9, 2005 by and between SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, and SOUTHBANK, a bank organized under the laws of the State of Georgia.
EXHIBIT 4Irrevocable Proxy • April 13th, 1998 • SNB Bancshares Inc • Savings institution, federally chartered
This Irrevocable Proxy is given by the undersigned, CULLEN TALTON ("Shareholder"), in favor of SNB Bancshares, Inc., a Georgia corporation ("SNB"), as of the 29th day of January, 1998.
FIRST MODIFICATION TO NOTE AND STOCK PLEDGE AGREEMENT Loan #4027203-101Note Modification Agreement • August 8th, 2007 • Security Bank Corp • State commercial banks • Georgia
This First Note Modification Agreement (hereinafter “Agreement”) is made and entered into this 20th day of JULY 2007, by and between SECURITY BANK CORPORATION, (hereinafter “Borrower”) and THE BANKERS BANK, a Georgia banking corporation (hereinafter “Lender”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN SECURITY BANK CORPORATION AND SOUTHBANK Dated as of January 19, 2005Merger Agreement • January 21st, 2005 • Security Bank Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of January 19, 2005, by and between SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, with its principal office located in Macon, Georgia, and SOUTHBANK (“SouthBank”), a bank organized under the laws of the State of Georgia, with its main office in Woodstock, Georgia.
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN SECURITY BANK CORPORATION AND FIRST COMMERCE COMMUNITY BANKSHARES, INC. Dated as of April 9, 2007Merger Agreement • April 11th, 2007 • Security Bank Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 9, 2007, by and between SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, with its principal office located in Macon, Georgia, and FIRST COMMERCE COMMUNITY BANKSHARES, INC. (“First Commerce”), a corporation organized under the laws of the State of Georgia, with its principal office located in Douglasville, Georgia.
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2005 • Security Bank Corp • State commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into as of May 25, 2005, by and between TONY E. COLLINS, a resident of the State of Georgia (“Employee”) and SECURITY BANK CORPORATION, a Georgia corporation (“Employer”).
1,500,000 Shares SECURITY BANK CORPORATION Common Stock par value $1.00 per share Underwriting AgreementUnderwriting Agreement • May 12th, 2006 • Security Bank Corp • State commercial banks • New York
Security Bank Corporation, a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (the “Underwriter”) an aggregate of 1,500,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 225,000 additional shares (the “Optional Shares”) of the common stock, par value $1.00 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
STOCK APPRECIATION RIGHT OF SECURITY BANK CORPORATION DATE OF INITIAL ISSUANCE: April , 2008Stock Appreciation Right Agreement • April 30th, 2008 • Security Bank Corp • State commercial banks • New York
THIS CERTIFIES THAT, for value received, Security Bank Corporation (the “Company”) hereby grants stock appreciation rights (as such number of may be adjusted in accordance with Section 2 hereof, individually, a “SAR” and collectively, the “SARs”) to (the “Holder”), which entitles the Holder to receive a cash payment from the Company, in whole or in part and subject to the exercise and other provisions hereof, at any time and from time to time prior to the tenth anniversary of the issuance of this SAR, in an amount equal to the aggregate dollar value of appreciation (“Appreciation”) in the Fair Market Value (as defined in Section 1.3 below) of the Company’s common stock, $1.00 par value per share (the “Common Stock”) represented by such SAR. The Appreciation shall be computed by multiplying (A) the excess, if any, of (i) the Fair Market Value (as defined in Section 1.3 below) of a share of Common Stock on the Exercise Date (as defined in Section 1.3 below), over (ii) the exercise price
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • August 8th, 2007 • Security Bank Corp • State commercial banks • Georgia
This MUTUAL TERMINATION AGREEMENT is entered into as of August 7, 2007 (this “Agreement”), by and between Security Bank Corporation, a Georgia corporation (“Security Bank”), and First Commerce Community Bankshares, Inc., a Georgia corporation (“First Commerce”).
SUBSCRIPTION AGENT AGREEMENT February 11, 2008Subscription Agent Agreement • February 13th, 2008 • Security Bank Corp • State commercial banks • New Jersey
In connection with your appointment as Subscription Agent in the transaction described herein, Security Bank Corporation (the “Company”), hereby confirms its arrangements with you as follows:
SUBORDINATED NOTE AND SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 28, 2008 BY AND AMONG SECURITY BANK CORPORATION, SECURITY INTERIM HOLDING CORPORATION AND THE PURCHASERS NAMED HEREINSubordinated Note and Securities Purchase Agreement • April 30th, 2008 • Security Bank Corp • State commercial banks • New York
This SUBORDINATED NOTE AND SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 28, 2008, and entered into by and among SECURITY BANK CORPORATION, a Georgia corporation (“SBKC”), Security Interim Holding Corporation, a Georgia corporation and a wholly owned subsidiary of SBKC (the “Company”), and the purchasers listed on Exhibit A hereto (who are each referred to herein as a “Purchaser” and collectively, as the “Purchasers”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 11 hereof.
