NON-VOTING WARRANT TO PURCHASE SHARES OF NON-VOTING COMMON STOCK OF SECURITY BANK CORPORATION DATE OF INITIAL ISSUANCE: , 200Security Bank Corp • April 30th, 2008 • 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
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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SECURITY BANK CORPORATION DATE OF INITIAL ISSUANCE: April , 2008Security Bank Corp • April 30th, 2008 • 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
STOCK APPRECIATION RIGHT OF SECURITY BANK CORPORATION DATE OF INITIAL ISSUANCE: April , 2008Security Bank Corp • April 30th, 2008 • 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
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.
