AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT
AND PLAN OF REORGANIZATION (the "Plan of Reorganization") is
made and entered into as of the 11th day of February, 2005, by
and between
Decatur First Bank Group, Inc. ("Decatur First"), a bank holding company
organized under the laws of the State of Georgia, and Decatur
First Interim
Corporation ("Interim"), a Georgia corporation.
WITNESSETH
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WHEREAS, Decatur
First and Interim have determined that in order to effect
a recapitalization of Decatur First
resulting in the suspension of its duties to
file reports with the Securities and
Exchange Commission, Decatur First should
cause Interim to be organized as a Georgia
corporation for the sole purpose of
merging with and into Decatur First, with
Decatur First being the surviving
corporation;
WHEREAS, the
authorized capital stock of Decatur First consists of: (a)
10,000,000 shares of common stock ("Decatur
First Common Stock"), $5.00 par
value, of which 945,616 shares are issued
and 925,016 shares are outstanding,
and (b) 2,000,000 shares of preferred stock
of which no shares are issued and
outstanding;
WHEREAS, the
authorized capital stock of Interim consists of 1,000 shares
of common stock ("Interim Common Stock"),
$0.01 par value, of which 100 shares
are issued and outstanding;
WHEREAS, the
respective Boards of Directors of Decatur First and Interim
deem it advisable and in the best interests
of Decatur First and Interim and
their respective shareholders that Interim
be merged with and into Decatur
First;
WHEREAS, the
respective Boards of Directors of Decatur First and Interim,
by resolutions duly adopted, have approved
and adopted this Plan of
Reorganization and directed that it be
submitted to the respective shareholders
of Decatur First and Interim for their
approval; and
NOW, THEREFORE,
in consideration of the premises, mutual covenants and
agreements herein contained, and for the
purpose of stating the method, terms
and conditions of the merger provided for
herein, the mode of carrying the same
into effect, the manner and basis of
converting and exchanging the shares of
Decatur First Common Stock and Interim
Common Stock as hereinafter provided, and
such other provisions relating to the
reorganization and merger as the parties
deem necessary or desirable, the parties
hereto agree as follows:
<PAGE>
SECTION 1
REORGANIZATION
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Pursuant to the
applicable provisions of Georgia law, Interim shall be
merged with and into Decatur First (the
"Reorganization").
Decatur First shall
be the survivor of the merger (the
"Surviving Corporation").
SECTION 2
EFFECTIVE DATE OF THE REORGANIZATION
------------------------------------
The merger of
Interim with and into Decatur First shall be effective as of
the date (the "Effective Date") specified
in the certificate of merger relating
to the Reorganization that is filed with
the Georgia Secretary of State.
SECTION 3
LOCATION, ARTICLES AND BYLAWS, AND MANAGEMENT
---------------------------------------------
On the Effective
Date:
(a) The principal
office of the Surviving Corporation shall be located
at 1120 Commerce Drive, Decatur, Georgia
30030, or such other location where
Decatur First is located on the Effective
Date of the Reorganization.
(b) The Articles of
Incorporation and Bylaws of the Surviving
Corporation shall be the same Articles of
Incorporation and Bylaws of Decatur
First as are in effect on the Effective
Date of the Reorganization.
(c) The directors
and officers of the Surviving Corporation shall be
the directors and officers of Decatur First
on the Effective Date of the
Reorganization. All such directors and officers of
the Surviving Corporation
shall serve until their respective
successors are elected or appointed pursuant
to the Bylaws of the Surviving
Corporation.
SECTION 4
EXISTENCE, RIGHTS, DUTIES, ASSETS, AND LIABILITIES
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(a) As of the
Effective Date of the Reorganization, the existence of
Decatur First shall continue in the
Surviving Corporation.
(b) As of the
Effective Date of the Reorganization, the Surviving
Corporation shall have, without further act
or deed, all of the properties,
rights, powers, trusts, duties and
obligations of Decatur First and Interim.
<PAGE>
(c) As of the
Effective Date of the Reorganization, the Surviving
Corporation shall have the authority to
engage only in such businesses and to
exercise only such powers as are provided
for in the Articles of Incorporation
of the Surviving Corporation, and the
Surviving Corporation shall be subject to
the same prohibitions and limitations to
which it would be subject upon original
incorporation, except that the Surviving
Corporation may engage in any business
and may exercise any right that Decatur
First or Interim could lawfully have
exercised or engaged in immediately prior
to the Effective Date of the
Reorganization.
(d) No liability of
Decatur First or Interim or of any of their
shareholders, directors or officers shall
be affected by the Reorganization, nor
shall any lien on any property of Decatur
First or Interim be impaired by the
Reorganization. Any claim existing or any action
pending by or against Decatur
First or Interim may be prosecuted to
judgment as if the Reorganization had not
taken place, or the Surviving Corporation
may be substituted in place of Decatur
First or Interim.
SECTION 5
EFFECT OF MERGER ON INTERIM SHAREHOLDERS
----------------------------------------
Each share of
Interim Common Stock outstanding immediately prior to the
Effective Date of the Reorganization shall
be cancelled and shall no longer be
outstanding.
SECTION 6
MANNER AND BASIS OF CONVERTING SHARES OFDECATUR FIRSTCOMMON
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STOCK
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(a) Conversion of
Shares. The shares of
Decatur First Common Stock
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that are outstanding on the Effective Date
of the Reorganization, excluding
those shares of Decatur First Common
