AMENDED AGREEMENT AND PLAN OF EXCHANGE AND ARTICLES OF SHARE EXCHANGE
EXHIBIT
2
AMENDED
AND
ARTICLES
OF SHARE EXCHANGE
THIS
AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”), dated as of
July 27, 2007 is between First Guaranty Bancshares, Inc. (the
“Company”) and First Guaranty Bank (the “Bank”) and amends and
supersedes the Agreement and Plan of Exchange and Articles of Share Exchange
between the Bank and the Company dated January 4, 2007. The Company
and the Bank are sometimes referred to, collectively, as the “Constituent
Companies”.
WHEREAS,
the authorized capital stock of the Bank consists of (i) 100,600,000 shares
of
common stock, $1.00 par value per share (“Bank Common Stock”), of which
5,559,644 shares are outstanding, and (ii) 100,000 shares of preferred stock,
$1,000.00 par value per share, of which no shares are issued or outstanding;
and
the authorized capital stock of the Company consists of (a) 100,600,000 shares
of common stock, $1.00 par value per share (“Company Common Stock”), of
which one share is issued and outstanding, and (b) 1,000,000 shares of preferred
stock, $1,000.00 par value per share, of which no shares are issued or
outstanding;
WHEREAS,
the Boards of Directors of the respective Constituent Companies deem it
desirable and in the best interests of the Constituent Companies and their
shareholders that the Company acquire each share of issued and outstanding
Bank
Common Stock and that each such share of Bank Common Stock be exchanged for
a
share of Company Common Stock, with the result that the Company becomes the
owner of all outstanding Bank Common Stock and each holder of shares of Bank
Common Stock becomes the owner of an equal number of shares of Company Common
Stock, all on the terms and conditions of this Agreement;
NOW,
THEREFORE, in consideration of the agreements, covenants and conditions in
this
Agreement, the parties agree with respect to the acquisition and exchange
provided for in this Agreement (the “Share Exchange”) that at the
Effective Time (as defined below) each share of Bank Common Stock outstanding
immediately before the Effective Time will be exchanged for one share of Company
Common Stock, and that the terms and conditions of the Share Exchange and the
method of carrying the same into effect are as follows:
ARTICLE
I
ARTICLES
OF EXCHANGE
Subject
to the satisfaction of the conditions and obligations of the parties, the Share
Exchange will be effective upon the filing with the Louisiana Secretary of
State
and the Office of Office of Financial Institutions in accordance with Section
352.1 of the Louisiana Banking Law, La. Rev. Stat. §6:352.1 and Section 116 of
the Louisiana Business Corporation Law, La. Rev. Stat. §12:116 of this
Agreement, duly executed and acknowledged and thereby constituted articles
of
share exchange (“Articles of Exchange”) with respect to the Share
Exchange or at such later time as may be agreed upon by the parties (the time
at
which the Share Exchange becomes effective being referred to in this Agreement
as the “Effective Time”).
ARTICLE
II
EFFECTS
OF EXCHANGE
At
the
Effective Time:
|
(1)
|
Each
share of Bank Common Stock issued and outstanding immediately before
the
Effective Time shall be acquired by the Company and shall be exchanged
for
one share of Company Common Stock, which shall thereupon be fully
paid and
non-assessable;
|
|
(2)
|
The
Company shall become the owner and holder of each issued and outstanding
share of Bank Common Stock so
exchanged;
|
|
(3)
|
Each
share of Company Common Stock issued and outstanding immediately
before
the Effective Time shall be canceled and shall thereupon constitute
an
authorized and unissued share of Company Common Stock;
and
|
|
(4)
|
The
former owners of Bank Common Stock shall be entitled only to receive
shares of Company Common Stock as provided in this Agreement, other
than
those shareholders who validly perfect dissenters’
rights.
|
ARTICLE
III
CONDITIONS
PRECEDENT
The
consummation of the Share Exchange is subject to the following conditions
precedent:
|
(1)
|
The
receipt of the requisite approval of shareholders of the
Bank;
|
|
(2)
|
The
satisfaction of the respective obligations of the parties in accordance
with the terms and conditions contained in this
Agreement;
|
|
(3)
|
The
execution and filing of Articles of Exchange pursuant to law;
and
|
|
(4)
|
The
receipt of such orders, authorizations, approvals or waivers from
all
regulatory bodies, board or agencies as are required in connection
with
the Share Exchange and related
transactions.
|
ARTICLE
IV
MODIFICATION
OR ABANDONMENT OF PLAN
This
Agreement may be amended, modified or supplemented, or compliance with any
provision or condition hereof may be waived, at any time, by the mutual consent
of the Boards of Directors of the Bank and the Company; provided, however,
that
no such amendment, modification, supplement or waiver would, in the judgment
of
the Board of Directors of the Bank, materially and adversely affect the
shareholders of the Bank.
This
Agreement may be terminated and the Share Exchange and related transactions
abandoned at any time before the time the Articles of Exchange are filed, if
the
Board of Directors of the Bank determines, in its sole discretion, that
consummation of the Share Exchange would be inadvisable or not in the best
interests of the Bank or its shareholders.
ARTICLE
V
STOCK
CERTIFICATES
Following
the Effective Time, each holder of an outstanding certificate or certificates
theretofore representing shares of Bank Common Stock may, but shall not be
required to, surrender the same to the Company for cancellation and reissuance
of a new certificate or certificates in such holder’s name or for cancellation
and transfer to a named transferee, and each such holder or transferee will
be
entitled to receive a certificate or certificates representing the same number
of shares of Company Common Stock as the shares of Bank Common Stock previously
represented by the certificate or certificates surrendered. Until so
surrendered or presented for transfer, each outstanding certificate which,
immediately before the Effective Time, represented Bank Common Stock shall
be
deemed and treated for all corporate purposes to represent the ownership of
the
same number of shares of Company Common Stock as though such surrender or
transfer had taken place. The holder of Bank Common Stock at the
Effective Time shall have no right to have his or her shares of Bank Common
Stock transferred on the stock transfer books of Bank, and such stock transfer
books shall be deemed to be closed for this purpose at the Effective
Time.
ARTICLE
VI
CERTIFICATION
OF SHAREHOLDER APPROVAL
The
Share
Exchange pursuant to this Agreement was submitted to the shareholders of the
Bank for approval as provided by law at a meeting duly called and held on May
18, 2006. By a vote of 3,893,706 shares for, no shares against, and
6,602 abstaining, the Share Exchange was approved. Of the 5,559,644
shares of common stock of the Bank outstanding and entitled to vote on the
Share
Exchange, there were 3,900,309 shares, or 70.15% of the shares outstanding
present at the meeting, of which 99.83% voted in favor of the Share
Exchange. This being more than two-thirds of the voting power present
at the meeting, the vote was sufficient for approval.
IN
WITNESS WHEREOF, the Company and the Bank, pursuant to authorization and
approval given by their respective Boards of Directors, have caused this
Agreement to be executed and acknowledged by their respective Presidents and
attested and acknowledged by their respective Secretaries.
By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx,
President
ATTEST:
/s/
Xxxxxxx X.
XxXxxxxx
Secretary
FIRST
GUARANTY BANK
By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx,
President
ATTEST:
/s/
Xxxxxxx
Bonicard
Secretary
ACKNOWLEDGMENT
STATE
OF
LOUISIANA
PARISH
OF
TANGIPAHOA
BEFORE
ME, the undersigned authority, personally came and appeared Xxxxxxx X. Xxxxx
and
Xxxxxxx X. Xxxxxxxx, to me known to be the President and Secretary,
respectively, of First Guaranty Bank and persons who executed the foregoing
instrument, and who, being duly sworn, acknowledged in my presence and in the
presence of the undersigned witnesses that each of them executed the foregoing
instrument as his free act and deed.
IN
WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed our
signatures on this 19th day of July, 2007.
WITNESSES:
/s/
Xxxxxxx X.
XxXxxxxx /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
/s/
Xxxxxx
Xxxxxxxxx /s/
Xxxxxxx Bonicard
Xxxxxxx
Bonicard
/s/ Xxxxxxx X. Xxxx
[SEAL]
NOTARY
PUBLIC
ACKNOWLEDGMENT
STATE
OF
LOUISIANA
PARISH
OF
TANGIPAHOA
BEFORE
ME, the undersigned authority, personally came and appeared Xxxxxxx X. Xxxxx
and
Xxxxxxx X. XxXxxxxx, to me known to be the President and Secretary,
respectively, of First Guaranty Bancshares, Inc. and the persons who executed
the foregoing instrument, and who, being duly sworn, acknowledged in my presence
and in the presence of the undersigned witnesses that each of them executed
the
foregoing instrument as his free act and deed.
IN
WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed our
signatures on this 19th day of July, 2007.
WITNESSES:
/s/
Xxxxxxxxxx
Xxxx /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
/s/
Xxxxxx
Xxxxxxxxx /s/
Xxxxxxx X. XxXxxxxx
Xxxxxxx
X. XxXxxxxx
/s/ Xxxxxxx X. Xxxx
[SEAL]
NOTARY
PUBLIC
