Exhibit 2.2
MUTUAL TERMINATION
AGREEMENT
This MUTUAL TERMINATION AGREEMENT is entered
into as of August 14, 2008 (this "Agreement"), by and among Home
Federal Bancorp, Inc. of Louisiana, a federally chartered mid-tier
holding company ("Bancorp"), Home Federal Bancorp, Inc. of
Louisiana, a Louisiana corporation (“New Holding
Company”), Home Federal Mutual Holding Company, a federally
chartered mutual holding company (the "MHC"), Home Federal Savings
and Loan Association, a federally chartered stock savings
association (the "Association", and collectively with Bancorp, New
Holding Company, the MHC and the Association, the “Home
Parties”) and First Louisiana Bancshares, Inc. (“First
Louisiana”).
RECITALS
WHEREAS, the Home Parties and First Louisiana
are parties to that certain Agreement and Plan of Merger dated as
of December 11, 2007, as amended July 25, 2008 (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 respective boards of directors of
the Home Parties and the board of directors of First Louisiana have
determined it is in the best interests of their respective
companies and stockholders to terminate the Merger Agreement as
provided herein effective immediately upon execution of this
Agreement.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the agreements set
forth herein, and intending to be legally bound hereby, the parties
agree as follows:
1.
Termination of Merger Agreement .
(a) The
Home Parties and First Louisiana hereby terminate the Merger
Agreement pursuant to Section 7.1(a) of the Merger Agreement,
effective immediately upon the execution of this
Agreement.
(b) The
Home Parties agree to terminate all affiliate letter executed by a
First Louisiana director in connection with the Merger
Agreement.
Each party hereto, on behalf of itself and, to
the extent permitted by law, its affiliates, subsidiaries,
directors, officers, stockholders, employees, agents, financial and
legal advisors and other representatives, and the successors and
assigns of each of them (each, a "Releasing Party"), hereby fully,
finally and forever releases each other party hereto and each of
their respective affiliates, subsidiaries, directors, officers,
stockholders, employees, agents, financial and legal advisors and
other representatives, and the successors and assigns of each of
them, from any and all liabilities and obligations, claims, causes
of action and suits, at law or in equity, whether arising under any
United States federal, state or local or any foreign law or
otherwise, that any Releasing Party has or has had
arising
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