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AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER | Document Parties: Capital Bancorp, Inc | Capital Bank & Trust Company | Renasant Bank | Renasant Corporation You are currently viewing:
This Agreement and Plan of Merger involves

Capital Bancorp, Inc | Capital Bank & Trust Company | Renasant Bank | Renasant Corporation

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Title: AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER
Date: 3/7/2007

AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER, Parties: capital bancorp  inc , capital bank & trust company , renasant bank , renasant corporation
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Exhibit 2.1

AMENDMENT NUMBER ONE

TO

AGREEMENT AND PLAN OF MERGER

This Amendment Number One to Agreement and Plan of Merger (the " Amendment "), dated as of March 2, 2007, by and among Renasant Corporation, a Mississippi corporation (" Acquiror "), and Renasant Bank, a Mississippi banking association (" Acquiror Sub "), on the one hand, and Capital Bancorp, Inc., a Tennessee corporation (‘ Seller "), and Capital Bank & Trust Company, a Tennessee banking association (" Seller Subsidiary "), on the other hand.

RECITALS:

WHEREAS, Acquiror, Acquiror Sub, Seller and Seller Subsidiary are parties to the Agreement and Plan of Merger dated as of February 5, 2007 (the " Agreement ");

WHEREAS, Acquiror, Acquiror Sub, Seller and Seller Subsidiary have determined it is advisable to amend the Agreement as provided hereinbelow; and

WHEREAS, unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations, warranties and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment to the Agreement . Effective the date of this Amendment, Acquiror, Acquiror Sub, Seller and Seller Subsidiary amend the Agreement as follows:

 

 

(a)

Section 6.1(b) of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

      • "This Agreement and the Merger Documents shall have been duly adopted and approved by the requisite vote of the stockholders of Seller and shall have been duly adopted and approved by the requisite vote of the stockholders of Acquiror to the extent required by app


 
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