AGREEMENT AND PLAN OF MERGER by and among FRANKLIN FINANCIAL NETWORK, INC., FB FINANCIAL CORPORATION and PAISLEY ACQUISITION CORPORATION _____________________Agreement and Plan of Merger • January 24th, 2020 • FB Financial Corp • State commercial banks • Tennessee
AGREEMENT AND PLAN OF MERGER, dated as of January 21, 2020 (this “Agreement”), by and among Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), FB Financial Corporation, a Tennessee corporation (“Parent”), and Paisley Acquisition Corporation, a Tennessee corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 24th, 2020 • FB Financial Corp • State commercial banks • Tennessee
This Voting and Support Agreement, dated as of January 21, 2020 (this “Agreement”), is by and between FB Financial Corporation, a Tennessee corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Franklin Financial Network, Inc., a Tennessee corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
FIRST AMENDMENT TO SHAREHOLDER’S AGREEMENTShareholder’s Agreement • January 24th, 2020 • FB Financial Corp • State commercial banks
This FIRST AMENDMENT TO SHAREHOLDER’S AGREEMENT (this “Amendment”), dated and effected as of January 21, 2020, amends that certain Shareholder’s Agreement, dated as of September 15, 2016 (the “Agreement”), by and between FB Financial Corporation (the “Company”) and James W. Ayers (the “Shareholder”). All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Agreement.
