PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NORTH WEST BANK AND TRUST, ACWORTH, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and STATE BANK AND TRUST COMPANY DATED AS OF July 30, 2010Purchase and Assumption Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks
THIS AGREEMENT, made and entered into as of the 30th day of July, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of NORTH WEST BANK AND TRUST (the “Receiver”), STATE BANK AND TRUST COMPANY, organized under the laws of the state of Georgia, and having its principal place of business in MACON, GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • Georgia
THIS AGREEMENT is made as of July 19, 2010 (the “Effective Date”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”) and Stephen Winston Doughty, a resident of the State of Georgia (the “Employee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made effective as of May 11, 2010, to the Employment Agreement dated July 24, 2009 (the “Employment Agreement”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and Joseph W. Evans, a resident of the State of Georgia (the “Employee”).
STATE BANK AND TRUST COMPANY PURCHASE AGREEMENTPurchase Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • Georgia
THIS PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 24, 2009, by and between State Bank and Trust Company, a Georgia state bank (the “Company”), and , an individual resident of the State of Georgia (the “Owner”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF: SECURITY BANK OF BIBB COUNTY, MACON, GA.; SECURITY BANK OF GWINNETT COUNTY, SUWANNEE, GA.; SECURITY BANK OF HOUSTON COUNTY, PERRY, GA.;...Purchase and Assumption Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • New York
THIS AGREEMENT, made and entered into as of the 24th day of July, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of: SECURITY BANK OF BIBB COUNTY, MACON, GA.; SECURITY BANK OF GWINNETT COUNTY, SUWANNEE, GA.; SECURITY BANK OF HOUSTON COUNTY, PERRY, GA.; SECURITY BANK OF JONES COUNTY, GRAY, GA.; SECURITY BANK OF NORTH FULTON, ALPHARETTA, GA.; SECURITY BANK OF NORTH METRO, WOODSTOCK, GA. (the “Receiver,” for each respective bank), STATE BANK AND TRUSTCOMPANY organized under the laws of the State of Georgia, and having its principal place of business in Pinehurst, Georgia (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • New York
The undersigned, Marvin Ragan, Senior Vice President of State Bank and Trust Company (the “Bank”), does hereby certify that I am the duly appointed, qualified and acting Senior Vice President of the Bank. For purposes of this Certificate, the terms used and not defined herein shall have the respective meanings specified in that certain Stock Purchase Agreement, dated as of July 14, 2009 (the “Agreement”), by and among the Bank and the Purchasers set forth therein.
WARRANT TO PURCHASE COMMON STOCK OF STATE BANK AND TRUST COMPANYBank and Trust Company • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • Georgia
This warrant agreement (the “Warrant”), effective as of June 24, 2009 (the “Effective Date”), certifies that or his assigns (each individually, the “Holder”), for value received, is entitled to purchase from STATE BANK AND TRUST COMPANY, Pinehurst, Georgia, a Georgia state bank (the “Company”), fully-paid and nonassessable Common Shares of the Company (the “Common Shares”) on the terms and subject to the conditions set forth herein.
