|
MUTUAL TERMINATION
AGREEMENT
This MUTUAL TERMINATION
AGREEMENT is entered into as of August 7, 2007 (this
“Agreement”), by and between Security Bank Corporation,
a Georgia corporation (“Security Bank”), and First
Commerce Community Bankshares, Inc., a Georgia corporation
(“First Commerce”).
RECITALS
WHEREAS, Security Bank and
First Commerce are parties to that certain Agreement and Plan of
Reorganization, dated as of April 9, 2007 (the “Merger
Agreement”) (capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the
Merger Agreement); and
WHEREAS, the board of
directors of Security Bank and the board of directors of First
Commerce have determined it is in the best interests of their
respective corporations to terminate the Merger
Agreement.
NOW THEREFORE, in
consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound
hereby, Security Bank and First Commerce hereby agree as
follows:
1. Each of Security Bank and
First Commerce hereby agree that the Merger Agreement is terminated
as of the date hereof by mutual written Consent of the boards of
directors of each company in accordance with Section 10.1(a)
of the Merger Agreement without any liability on the part of
Security Bank or First Commerce, or any of their respective
parents, subsidiaries, directors, officers, agents,
representatives, shareholders and other affiliates (“Related
Parties”) to the other Party.
2. Each of Security Bank and
First Commerce, on behalf of itself and all present or former
Related Parties, hereby releases the other party and their Related
Parties from all claims, demands, debts, liabilities, obligations,
agreements, promises, losses, damages, demands, rights, actions or
causes of action, whether known or unknown, whether arising at law
or equity, whether direc
|
