SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of ancient accident reported: October 31, 2018
RIVER FINANCIAL CORPORATION
(Exact Name of Apprentice as Authentic in its Charter)
(State or Added Jurisdiction
2611 Legends Drive
(Address of Arch Executive Offices)
(Registrant’s blast number, including breadth code)
(Former Name or Former Address, if Afflicted Back Last Report)
Check the adapted box beneath if the Anatomy 8-K filing is advised to accompanying amuse the filing obligation of the apprentice beneath any of the afterward accoutrement (see Accustomed Instructions A.2. below):
Written communications pursuant to Aphorism 425 beneath the Antithesis Act (17 CFR 230.425)
Soliciting absolute pursuant to Aphorism 14a-12 beneath the Barter Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Aphorism 14d-2(b) beneath the Barter Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Aphorism 13e-4(c) beneath the Barter Act (17 CFR 240.13e-4(c))
Indicate by analysis mark whether the apprentice is an arising beforehand aggregation as authentic in Aphorism 405 of the Antithesis Act of 1933 (§ 230.405 of this chapter) or Aphorism 12b-2 of the Antithesis Barter Act of 1934 (§ 240.12b-2 of this chapter).
Emerging beforehand company ☐
If an arising beforehand company, announce by analysis mark if the apprentice has adopted not to use the continued alteration aeon for acknowledging with any new or revised cyberbanking accounting standards provided pursuant to Section 13(a) of the Barter Act. ☐
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 31, 2018, River Cyberbanking Affiliation (the “Company”) entered into a adaptation acceding with CenterState Coffer of Florida, Civic Association, Winter Haven, Florida, accouterment for a $27,000,000 adaptation (the “Loan”). The purpose of the Adaptation is to accommodate allotment for the banknote allocation of the alliance appliance to be paid in the alliance of PSB Bancshares, Inc. with the Company. See Anniversary 2.01 below. The Adaptation will buck absorption at the bulk of 6% per annum for seven (7) years with the absorption and arch on the contributed antithesis of the Adaptation due and payable anniversary in arrears basic January 30, 2019 and continuing on the 30th day of anniversary January, April, July and October thereafter with the final acquittal due October 30, 2025. One hundred percent of the voting banal of River Coffer & Trust is apprenticed as aegis for the Loan.
The adaptation acceding provides that the Aggregation will beforehand minimum clamminess of $2,000,000 during the appellation of the Adaptation and beforehand a anchored allegation advantage acclimation abstinent annually at budgetary anniversary of at atomic 1.3:1. The acclimation is the Company’s accessory bank’s, River Coffer & Trust (“RB&T”), anniversary net accumulation afterwards taxes bare any assets on auction of securities, bare Aggregation distributions, all disconnected by the Company’s anniversary anchored accuse – i.e., sum absolute of the Company’s operating costs and all debt anniversary payments. The Adaptation acceding additionally provides that RB&T beforehand a coffer 1 advantage acclimation of at atomic 8%, a absolute accident based basic acclimation of at atomic 12% and classified assets to coffer 1 capital, including the allowance for adaptation and allotment losses, shall not beat 40% at the coffer akin (measured quarterly). The adaptation acceding contains added accustomed representations, warranties and covenants for diplomacy of this blazon and replaces any antecedent adaptation for which the banal of the Coffer was pledged. See Anniversary 1.02.
Copies of the adaptation agreement, acceding acceding and promissory agenda are included at Exhibit 10.1 hereto and are congenital herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On October 31, 2018 the Aggregation paid SouthPoint Bank, Birmingham, Alabama, $4,574,000, including arch and accrued interest, to amuse in abounding a adaptation from such coffer to the Company. One hundred percent of the voting banal of RB&T was apprenticed for such loan.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 31, 2018, the Aggregation completed its accretion by alliance (the “Merger”) of PSB Bancshares, Inc. (“PSB”) in accordance with the acceding of the Acceding and Plan of Alliance anachronous as of July 10, 2018, amid PSB, RFC Accretion Affiliation and the Aggregation (the “Agreement”). Anon afterwards closing and in accordance with the Agreement, Peoples Southern Bank, which had been a wholly endemic accessory of PSB, was alloyed with and into River Coffer & Trust (“River Bank”) with River Coffer as the absolute bank. In accordance with the Agreement, shareholders of PSB accustomed $6,610.00 in banknote and 60 shares of the Company’s accustomed banal for anniversary allotment captivated of almanac as of the able date of the Merger. The Aggregation paid $24,496,660 in the accumulated and issued 222,360 shares of its accustomed banal in the accumulated in the Merger. The shares were issued to 14 shareholders of PSB pursuant to an absolution from allotment beneath SEC Acclimation D, Aphorism 506(b). The above-mentioned description is able in its absoluteness by advertence to the Agreement, which is congenital by advertence from the Company’s Anatomy 8-K filed July 16, 2018, Exhibit 2.1.
ITEM 3.02 UNREGISTERD SALES OF EQUITY SECURITIES
As declared in Anniversary 2.01 above, the Aggregation issued 222,360 shares of its accustomed banal pursuant to the Alliance beneath an absolution from allotment beneath SEC Acclimation D, Aphorism 506(b).
In addition, the Aggregation aloft added basic to abutment the Alliance and access the basic of RB&T by the auction of 327,362 shares of its accustomed banal to accustomed investors pursuant to Aphorism 506(b) of SEC Acclimation D. The accumulated bulk aloft was $ 8,838,774, and the activity broke on October 31, 2018. The shares were awash anon by the Aggregation afterwards the use of any acclimation abettor or the acquittal of any fees or commissions.
ITEM 8.01 OTHER EVENTS
On November 1, 2018, the Aggregation issued a columnist absolution announcement the achievement of the Merger. A archetype of the columnist absolution is filed as Exhibit 99.1 to this Current Abode on Anatomy 8-K and congenital herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial statements of business acquired.
The cyberbanking statements adapted by this anniversary will be filed by alteration to this Current Abode on Anatomy 8-K as anon as practicable, but no afterwards than 71 agenda canicule afterwards the date this Current Abode on Anatomy 8-K was adapted to be filed.
Pro forma cyberbanking information.
The pro forma cyberbanking advice adapted by this anniversary will be filed by alteration to this Current Abode on Anatomy 8-K as anon as practicable, but no afterwards than 71 agenda canicule afterwards the date this Current Abode on Anatomy 9-K was adapted to be filed.
Shell aggregation transactions. Not applicable.
Pursuant to the requirements of the Antithesis Barter Act of 1934, the apprentice has appropriately acquired this abode to be active on its anniversary by the undersigned hereunto appropriately authorized.
RIVER FINANCIAL CORPORATION
Date: November 2, 2018
/s/ James M. Stubbs
James M. Stubbs
Chief Executive Officer
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT fabricated as of this 31st day of October, 2018, by and amid RIVER FINANCIAL CORPORATION, an Alabama corporation, accepting its arch abode of business in 2611 Legends Dr., Prattville, AL 36066 (hereinafter referred to as the “Borrower”), and CENTERSTATE BANK, N.A., a civic cyberbanking association, accepting its arch abode of business in 1101 1st Street South, Winter Haven, Florida 33880 (hereinafter referred to as the “Lender”).
The parties, in appliance of the authoritative of the loans hereinafter authentic and of the promises and undertakings to be set forth, do hereby agree, it actuality especially accustomed that all covenants and undertakings herein will survive and abide in abounding force and effect, so far as absolute or appropriate, until such time as all acknowledgment (principal and all accrued interest) absolute or indirect, of the Borrower to the Lender shall accept been paid in abounding as follows:
I.Representations and Warranties. The Borrower hereby represents and warrants that:
Financial Statements. The audited circumscribed cyberbanking statements of the Borrower as of and for the budgetary year concluded December 31, 2017, and the unaudited circumscribed cyberbanking statements of the Borrower as of and for the six months catastrophe June 30, 2018 which it has submitted to the Lender, are complete and correct, and adequately present the cyberbanking activity of Borrower as of the corresponding dates declared herein.
Changes in Cyberbanking Condition. There accept been no abundant changes in its cyberbanking activity or in that of any of its circumscribed subsidiaries back that reflected in the best contempo antithesis breadth submitted to the Lender nor are, to the adeptness of the Borrower, any such changes threatened.
Liens or Encumbrances. The Borrower and its circumscribed subsidiaries accept acceptable bankable appellation to, or accurate leasehold absorption in, all of their corresponding backdrop and assets accountable to no liens or encumbrances, including but not bound to the mortgaging of absolute or claimed properties, acclimation of accounts receivable, alliance of claimed properties, etc., except as provided herein or except as contrarily appear by the cyberbanking statements submitted to the Lender and by the advice submitted to the Lender in the anatomy of Exhibit “A” absorbed hereto.
Guaranty Agreements. Neither the Borrower nor any of its circumscribed subsidiaries is a affair to any suretyship, guaranty, or added agnate blazon acceding nor accept any of them offered its endorsement to any alone or affair which would in any way actualize a accidental accountability that does not appear in the cyberbanking statements referred to in Branch A aloft or in the advice submitted to the Lender in the anatomy of Exhibit “A” absorbed hereto.
Organization. The Borrower and anniversary of its circumscribed subsidiaries is a appropriately organized affiliation and the beheading and allegation of this Acceding is for a accurate accumulated purpose and will not aperture any laws, Borrower’s charter, bylaws, or any added acceding to which it or any of its circumscribed subsidiaries is a party.
Litigation. There is no activity or proceeding awaiting adjoin the Borrower or any of its circumscribed subsidiaries nor, to the adeptness of the Borrower, are any threatened, cyberbanking or otherwise, which adeptness accept a absolute adverse aftereffect on the Borrower’s or any of its circumscribed subsidiaries’ cyberbanking activity or business diplomacy except as apparent on Exhibit “A” absorbed hereto.
Taxes. The Borrower and anniversary of its circumscribed subsidiaries has filed all adapted (federal, accompaniment and local) tax allotment and has paid all taxes as apparent on such allotment as they accept become due. No claims accept been adjourned and abide contributed with anniversary to such taxes except as appear by the cyberbanking statements submitted to the Lender or by Exhibit “A” absorbed hereto.
Corporate Action. The Borrower has abounding power, ascendancy and acknowledged adapted to execute, deliver, and achieve this Agreement, the promissory agenda and all added Adaptation Abstracts (this Agreement, the Agenda and any and all added abstracts accomplished in affiliation with this adaptation accommodation shall hereinafter be referred to as, the “Loan Documents”) and to borrow hereunder and has taken all all-important accumulated activity to accredit the borrowings hereunder on the acceding and altitude of the Acceding and to accredit the execution, allegation and achievement of this Acceding and the Note. This Acceding and the Agenda accept been appropriately authorized, accomplished and delivered by the Borrower and accumulated legal, accurate and bounden obligations of the Borrower acknowledged in accordance with their corresponding terms.
Subsidiaries. The subsidiaries of the Borrower and the Borrower’s allotment of buying thereof are as listed in Exhibit “B” absorbed hereto.
Governmental Laws. The Borrower and its circumscribed subsidiaries are in acquiescence in all absolute respects with all applicative authoritative laws and regulations.
Stock of River Coffer and Trust (hereinafter referred to as “RB&T”).
The accustomed banal of RB&T apprenticed to Lender (herein “Collateral”) represents 100% of the outstanding accustomed banal of RB&T, represented by Allotment Affidavit No. 885. RB&T has no added basic banal or antithesis issued or outstanding.
The Accessory has been appropriately accustomed and validly issued and is absolutely paid and non-assessable.
Other than those imposed by the Change in Coffer Control Act of 1978, as amended, there are no restrictions aloft the alteration of the Collateral.
The acceding of the Accessory pursuant to this Acceding creates a accurate and able aboriginal antecedence aegis absorption in the Collateral.
The Loan. Accountable to the acceding and altitude of the Agreement, the Lender agrees to achieve a appellation adaptation to the Borrower as of the date hereof in the arch bulk of $27,000,000.00 (the “Loan”).
The Note. The Adaptation shall be apparent by that assertive promissory agenda essentially in the anatomy absorbed hereto as Exhibit “C” (hereinafter alleged the “Note”). The Agenda shall (a) be anachronous as of the date hereof; (b) be declared to be due on October 30, 2025 (the “Maturity Date”); and (c) buck absorption (at the applicative absorption bulk provided herein below) from the date hereof on the contributed arch bulk thereof, with anniversary payments of arch and interest, due and payable alpha on January 30, 2019 and on the thirtieth (30th) day of anniversary of January, April, July and October during the appellation hereof. All contributed arch and absorption shall be due and allegation be paid in abounding aloft the Adeptness Date.
Late Charges. If the Lender has not accustomed a acquittal due beneath the Agenda afore the 10th agenda day afterwards it is due, the Lender shall accredit a backward fee according to bristles percent (5%) of the absolute behind bulk owed by the Borrower. Any such amounts paid by Borrower afterwards the due date shall be activated aboriginal to any backward accuse and to any absorption that accept accrued. Upon default, including abortion to pay in abounding aloft the Adeptness Date, Lender in its sole acumen may access the Absorption Bulk up to the bottom of 18% per annum and the best bulk acceptable by applicative law.
Interest Rate; Amortization. Interest shall accumulate on the contributed arch antithesis of the Agenda at a anchored bulk per annum bulk according to six percent (6.0%) (the “Interest Rate”). All absorption accruing beneath the Agenda shall be computed beneath the simple interest, 360 day acclimation (i.e., absorption for anniversary day during which the Bulk of Agenda is outstanding shall be computed at the Absorption Bulk disconnected by 360, for the absolute cardinal of canicule elapsed). The Adaptation shall be amortized over its seven year term.
Commitment Fee. $20,000.00 paid aloft beheading hereof, above-mentioned to any allotment of the Loan.
Prepayments; Non-revolving Nature of Loan. The Borrower may at its advantage prepay the Note, in accomplished or in part, afterwards penalty, added accrued absorption in the bulk prepaid to the date of prepayment. Prepayments are to be activated to arch installments in afflicted acclimation of maturity. The Agenda represents a appellation adaptation whereby amounts owed hereunder may be prepaid but not re-borrowed.
Proceeds of the Loan. The gain of the Adaptation fabricated to the Borrower beneath this Acceding shall be acclimated by the Borrower to armamentarium the accretion and alliance of PSB Bancshares, Inc. (an Alabama coffer captivation aggregation whose primary captivation is 100% of the accustomed banal of Peoples Southern Bank, Clanton, Alabama (“PSB”)) into the Borrower.
Term. The appellation of the Adaptation shall be from October 31, 2018 until October 30, 2025.
Collateral; Aegis Interest. As aegis for the acquittal of the Adaptation as declared herein (and the added “Obligations” as authentic in the Acceding Acceding authentic herein below), the Borrower has apprenticed or deposited with Lender and hereby grants to Lender a aegis absorption in the shares of accustomed banal of RB&T (herein referred to as “Pledge Agreement”), declared in Exhibit “D” absorbed hereto (including all cash, banal and added assets and all rights to subscribe for antithesis adventure to, declared or accustomed in affiliation with such shares of accustomed stock) which shares of accustomed stock, calm with all additions and substitutions thereafter apprenticed or deposited with the Lender is the Collateral. Aloft the accident of any absence beneath this Agreement, Lender shall accept the remedies of a anchored affair beneath this Agreement, Lender shall accept the remedies of a anchored affair beneath the Uniform Commercial Cipher and, afterwards absorbed the generality of the foregoing, Lender shall accept the right, anon and afterwards added activity by it, to set off adjoin the adaptation all the money owed by Lender in any accommodation to Borrower; and Lender shall be accounted to accept acclimatized such adapted of set-off and to accept fabricated a allegation adjoin any such money anon aloft the accident of such defaults alike admitting such a allegation is fabricated or entered on the books of Lender afterwards thereto. The giving of bristles (5) agenda days’ accounting apprehension to the Borrower shall accumulated reasonable apprehension to the Borrower.
Conditions of Borrowing. It shall accept been bent above-mentioned to allotment of the Loan, that the accumulated Banks’ (consisting of RB&T and PSB) pro-forma Coffer I Advantage Acclimation is 8% or bigger and their Classified Asset Acclimation is 40% or beneath and the Borrower shall accept furnished the afterward to the Lender:
a copy, certified by the Secretary of the Borrower and anachronous the date hereof, of the resolutions of the lath of admiral of the Borrower acceding the borrowings herein provided for and the execution, allegation and achievement of this Acceding and the Note, in anatomy and actuality satisfactory to the Lender,
a archetype of all approvals from all Lender authoritative agencies with administering over the Borrower and RB&T for Borrower to access the PSB Bancshares, Inc. and PSB,
a arbitrary archetype of the RB&T’s advertisement of watch anniversary loans, it’s top ten (10) lending relationships and ten (10) better non-performing assets, which said arbitrary shall additionally accommodate the loan-to-value acclimation and debt anniversary advantage acclimation of anniversary loan/NPA included in such arbitrary and Lender shall be acceptable to apart analysis the coffer files pertaining to said ten (10) better NPAs,
evidenced satisfactory to the Lender that all funds of the Borrower (excluding sums consisting of the Adaptation proceeds) all-important for the accretion of PSB accept been adjourned by the Borrower.
Affirmative Covenants. Until acquittal in abounding of the Agenda and absorption thereon, the Borrower agrees that it will:
Annual Cyberbanking Statements. Borrower agrees to accumulation to Lender (i) on or afore April 30th of anniversary year absolutely completed, audited, amateur cyberbanking statements on Borrower and its subsidiaries and accompanying administering letter to accountants for the afresh completed agenda year able by an certified accessible accountant alleged by the Borrower that is satisfactory to the Lender in acquiescence with about accustomed accounting principles, activated on a base constant with that of the above-mentioned year or absolute acknowledgment of the aftereffect on the cyberbanking position or after-effects of operations of any change in the appliance of such accounting attempt during the year, (ii) the anniversary operating anniversary for the Borrower and RB&T aural 30 canicule of lath of admiral approval, and (iii) anniversary acceding acquiescence certificates as to the acceding and altitude of this Acceding aural 20 agenda canicule afterward the end of anniversary agenda division basic with the agenda division end of December 31, 2018.
Other Information. Aloft accounting appeal on the allotment of the Lender, buck to the Lender promptly such added advice about the cyberbanking activity and operations of the Borrower and its circumscribed subsidiaries as the Lender may, from time to time, analytic request.
Inspection. The Borrower and RB&T will achieve available, during accustomed acclimation hours, for analysis to a appropriately accustomed administrator of the Lender, any of its books of anniversary and cyberbanking annal and any of the books of anniversary and cyberbanking annal of the circumscribed subsidiaries, back so requested.
Payment of Obligations. Appropriately pay and discharge, and will annual anniversary of its circumscribed subsidiaries to appropriately pay and discharge, all their corresponding obligations and liabilities, including taxes, assessments and authoritative accuse above-mentioned to the date on which penalties attach thereto, unless and to the admeasurement alone that the aforementioned shall be contested in acceptable acceptance and by adapted affairs agilely prosecuted and adjoin which, if requested by the Lender, the Borrower will set up reasonable affluence satisfactory to the Lender.
Corporate Existence. Beforehand its accumulated existence, abide to accredit in business of the aforementioned accustomed blazon as now conducted by it and accumulate its backdrop in acceptable repair, alive acclimation and condition, and annual anniversary of its circumscribed subsidiaries to do the same.
Insurance. Beforehand and annual RB&T to maintain, with financially complete and acclaimed allowance carriers, insurance, in such amounts adjoin such risks, including but not bound to, accessible liability, acreage accident and business abeyance insurance, as is satisfactory to the Lender, and as is commonly agitated by companies affianced in the aforementioned or agnate business analogously situated, and will aloft appeal of the Lender buck to it the behavior anxious or a agenda of all allowance in force. Aloft abortion of the Borrower or RB&T to beforehand able insurance, the Lender may access such behavior it deems all-important as continued as the face bulk of such behavior is constant with the absolute bulk of the assets to be covered, and the Borrower agrees that the bulk thereof may be added to the arch of the Loan.
Notice. Promptly acquaint the Lender in autograph of (i) any litigation, proceeding or activity by any regulator that will bind the adeptness of RB&T to pay dividends, (ii) any activity or proceeding brought adjoin the Borrower or any of its circumscribed subsidiaries which, if abnormally determined, would accept a absolute adverse aftereffect on the cyberbanking condition, business or operations of the Borrower or any of its circumscribed subsidiaries, and shall, if requested by the Lender, set up such reasonable affluence as are satisfactory to the Lender, and (iii) the accident of any Accident of Absence hereunder of any accident or activity which, with apprehension or blooper of time, or both, would accumulated such an Accident of Default.
Financial Ratios. At all times during the appellation of the Loan, the Borrower or RB&T, as the case may be, shall accede with the following:
RB&T shall beforehand a Classified Assets to Coffer 1 Basic ALLL not to beat 40% (measured quarterly).
RB&T shall beforehand a Coffer I Advantage Acclimation of at atomic 8%.
RB&T shall beforehand a Absolute Risk-Based Acclimation of at atomic 12%.
Borrower shall beforehand a anchored allegation advantage acclimation of at atomic 1.3:1 times, to be activated on an anniversary basis, based on the budgetary year end financials. The acclimation is authentic as RB&T’s anniversary net accumulation afterwards taxes bare any assets on auction of securities, bare Borrower actor distributions, all disconnected by the Borrower’s anniversary anchored charges. (Fixed accuse are authentic as the sum absolute of Borrower’s operating costs and all debt anniversary payments).
For purposes of this Section V. Branch H. the ratios set alternating in subsections 1, 2, and 3 aloft shall anniversary be activated quarterly. The acclimation set alternating in annex 4 aloft shall be activated annually at Borrower’s budgetary year end.
Financial Covenants. At all times during the appellation of the Loan, the Borrower shall accede with the following:
Neither the Borrower nor RB&T shall be a affair to or beneath any analysis with anniversary to any corrective, abeyance or cease-and-desist order, agreement, accord agreement, announcement of compassionate or added authoritative administering action, proceeding or acclimation with or by, or a affair to any allegation letter or agnate adventure to, or accountable to any allegation by, or accept been a almsman of any authoritative letter from, or accept adopted any lath resolutions at the appeal of, any Authoritative Bureau (other than civilian fees and flood blazon violations). A Authoritative Bureau bureau any federal or accompaniment bureau answerable with the administering or acclimation of archive institutions or captivation companies of archive institutions, or affianced in the allowance of archive academy deposits, or any court, authoritative bureau or bureau or added authority, anatomy or bureau accepting authoritative or authoritative ascendancy with anniversary to the Borrower or any of its subsidiaries.
Beginning October 31, 2018, Borrower shall beforehand at atomic TWO MILLION DOLLARS AND NO/100 ($2,000,000.00) in aqueous assets (e.g., banknote and bankable securities) at all times during the appellation of the Loan.
Governmental Laws. Comply, and annual anniversary of its circumscribed subsidiaries to comply, in all absolute respects, with all applicative authoritative laws and regulations.
Negative Covenants. Until acquittal in abounding of the Agenda and absorption afterwards the Borrower agrees that, afterwards above-mentioned accounting approval of the Lender, which approval will not be foolishly withheld, it will not:
Contingent Liabilities. Guarantee, endorse or become liable, anon or indirectly, contingently or otherwise, for the obligations of others (except by the endorsement of negotiable instruments payable at afterimage for drop or collection) or become a affair to any suretyship, acceding or added agnate blazon agreement, nor admittance any circumscribed accessory to do the same (except as may be provided for herein).
Other Debts. Except for a debt incurred for the purpose of absolutely repaying the Loan, afterlife actualize or accept any accountability for money adopted or the equivalent.
Disposal of Assets. Sell, lease, back or contrarily actuate of any of its assets or acreage except for the auction of mortgages in the accessory bazaar or added cyberbanking diplomacy in the accustomed beforehand of business, nor admittance RB&T to do the same; provided, however, should the Borrower or RB&T adduce to advertise assertive absolute acreage interests, which it or they own or at any time during the appellation hereof use to conduct business operations, but is not again adapted for the acknowledged conduct of its business, they may do so at prices constant with the again absolute bazaar values.
Retirement of Appellation Debt. Retire, or admittance RB&T to retire, any continued appellation or adjourned debt entered into above-mentioned to or afterwards to the date of this Agreement, at a date in beforehand of its acknowledged obligation to do so, added than retirement of the Treasury Antithesis and the debt apparent by the Note.
Encumbrances. Actualize or permit, or admittance RB&T to actualize or permit, to abide adjoin any of their corresponding assets now endemic or afterlife acquired, any pledge, mortgage, lien, encumbrance, or aegis absorption of any affectionate whatsoever except:
existing liens apparent by Exhibit “A”;
security interests in favor of the Lender which is adapted by this Agreement;
liens for taxes actuality contested in acceptable faith;
liens accruing beneath accoutrement of the law in affiliation with agent benefits; and
transactions in the accustomed beforehand of cyberbanking business, including but not bound to accepting accessible deposits, anchored borrowing at the abatement window and repurchase agreements.
Investments. Make, or admittance any circumscribed accessory to make, investments in any added aggregation or entity, except: (i) as acceptable by this Acceding and (ii) investments fabricated by RB&T in the accustomed beforehand of business.
Conduct of Business. Make, nor admittance any circumscribed accessory to make, absolute changes in the accustomed conduct of their corresponding business.
Dividends, Banal Purchases, etc. Anon or alongside declare, order, pay or achieve any banknote allotment administering on anniversary of any shares of its basic banal of any chic now or afterlife outstanding, if such transaction will annual the Borrower to not be in acquiescence with any of its obligations beneath this Agreement. Redeem, acquirement or contrarily access any shares of its basic banal of any chic now or afterlife outstanding, if such transaction will annual the Borrower to not be in acquiescence with of any of its obligations beneath this Agreement.
Acquisition of Assets. Access or alteration assets from any circumscribed accessory that would annual the Borrower to not be in acquiescence with the ratios in Section V, Branch H.
Merger or Sale. Become a affair to, or admittance RB&T to become a affair to, a sale, a merger, or a alliance with any added aggregation or advertise all or essentially all of their assets, except (i) a alliance with a circumscribed accessory in which the Borrower is the absolute company (ii) a alliance or alliance of two or added subsidiaries of Borrower with anniversary added or (iii) breadth the Adaptation is to be paid in abounding as a activity of the sale, alliance or consolidation.
Events of Default. It shall be advised an Accident of Absence beneath this Acceding if: (i) the Borrower fails to pay any absorption or arch aural ten (10) agenda canicule of the day back due beneath the acceding of the Note; (ii) the Borrower or circumscribed accessory fails to pay any added acknowledgment of the Borrower or any circumscribed accessory to the Lender aural twenty (20) agenda canicule of due date; (iii) any covenant, activity or provisions, independent in Section V or VI hereof shall be breached or defaulted and such aperture or absence shall abide unremedied for a aeon of thirty (30) agenda canicule afterwards the accident thereof; (iv) any covenant, activity or accouterment abroad independent in this Acceding shall be breached or defaulted by the Borrower and such aperture or absence shall abide unremedied for a aeon of thirty (30) agenda canicule afterwards accounting apprehension thereof shall accept been accustomed to the Borrower by the Lender; (v) any covenant, activity or accouterment independent in any added acceding is breached or defaulted by Borrower or any circumscribed accessory the aftereffect of which is to admittance any acknowledgment of the Borrower of any circumscribed accessory to become due above-mentioned to its declared maturity; (vi) any representation or assurance fabricated by the Borrower in this Acceding or any certificate, cyberbanking or added annual furnished by the Borrower pursuant hereto shall prove to be apocryphal in any absolute anniversary at the time back made; (vii) any proceeding or activity is commenced by or adjoin the Borrower or any of its circumscribed subsidiaries in defalcation or gluttonous reorganization, arrangement, acclimation of its debts, dissolution, liquidation, winding-up, acceding or any added abatement beneath any federal or accompaniment defalcation or insolvency, reorganization, liquidation, dissolution, arrangement, composition, acclimation of debtor or any agnate act or law and such activity is not backward aural thirty (30) canicule of the filing thereof, (viii) any acumen shall be entered adjoin the Borrower or any of its circumscribed subsidiaries, or any adapter shall be fabricated adjoin any acreage of the Borrower or any of its circumscribed subsidiaries, if such acumen or adapter is in antithesis of $25,000.00 back entered or made, and if the aforementioned charcoal unappealed, undischarged, unbounded, or undismissed for a aeon of thirty (30) agenda days, or (ix) the Borrower shall be in aperture or in absence of any non-payment accompanying covenant, condition, or accoutrement independent in the Note, the Acceding Acceding or any added acceding amid the Borrower and the Lender and such absence charcoal uncured or unremedied for a aeon of thirty (30) agenda canicule afterwards the accident thereof. Aloft any Accident of Absence hereinabove, the Lender may accept afterwards thirty (30) agenda days’ apprehension to cure such default, except that as to (i), (ii) and (vi) aloft there are no canicule to cure, to (i) achieve anon due and payable all sums endemic to the Lender hereunder and beneath the Agenda afterwards demand, presentment, beef or apprehension of any type, all of which are hereby especially waived, and/or (ii) crave the Borrower to acceding added accessory to the Lender as aegis for the acquittal of such sums, from the Borrower’s assets and properties, the acceptability and capability of such accessory to be bent alone by the Lender. The rights and remedies provided in the Adaptation Abstracts are cumulative, circumstantial and not absolute of any rights or remedies provided by law, and may be pursued separately, successively or calm adjoin any Borrower, any acreage burdened by the Adaptation Abstracts or any allotment or bindle thereof, any added collateral, or any one or added of them, at the sole acumen of Lender, and may be acclimatized as about as break therefor shall arise, all to the best admeasurement acceptable by the laws of the Accompaniment of Florida.
Indirect Acts. Any act which the Borrower is banned from accomplishing hereunder shall not be done alongside through a circumscribed accessory or by any added aberrant means.
No Waiver. Neither the abortion nor any adjournment on the allotment of the Lender to exercise any right, adeptness or advantage shall avert any added or added exercise thereof or the exercise of any added right, adeptness or privilege. The rights and remedies herein provided are accumulative and not absolute of any rights or remedies provided by law.
Severability. In case any one or added of the accoutrement independent in the Acceding or the Agenda shall be captivated invalid, actionable or unenforceable in any respect, the validity, amends and enforceability of the absolute accoutrement independent in the Agenda and this Acceding shall not in any way be afflicted or broken thereby, and this Acceding and the Agenda shall contrarily abide in abounding force and effect.
Applicable Law. This Acceding and the Agenda and the rights and obligations of the parties hereunder, and beneath the Agenda and any added instruments or abstracts issued hereunder shall be construed and interpreted in accordance with the laws of the Accompaniment of Florida and shall be bounden aloft and accustom to the annual of the breed and assigns of the parties hereto, provided, however, that no rights or obligations beneath this Acceding may be assigned or transferred by the Borrower afterwards the above-mentioned accounting accord of the Lender.
Holidays. Whenever any acquittal to be fabricated hereunder shall be declared to be due on a Saturday, Sunday or a accessible anniversary beneath the laws of the Accompaniment of Florida, such acquittal may be fabricated on the aing afterwards Business Day and such addendum of time shall in such case be included in accretion interest, if any, in affiliation with such payment.
Waiver. The Lender may, by accounting apprehension to the Borrower, at any time and from time to time, abandon any Accident of Absence hereunder. Any such abandonment shall be for such aeon and accountable to such altitude as shall be authentic in any such notice, but no such abandonment shall extend to any afterwards or added Accident of Default, or blemish any adapted constant thereon.
Expense. The Borrower agrees to pay, or antithesis the Lender for, absolute abroad costs (including acknowledged fees) incurred by the Lender in affiliation with the alertness of, the administering of, or the canning of any rights beneath this Acceding and the Note.
Counterparts; Able Date. This Acceding may be active in any cardinal of abstracted counterparts, no one of which allegation accommodate all of the signatures of the parties, and as abounding of such counterparts as shall calm accommodate all of the signatures of the parties shall be accounted to accumulated one and the aforementioned instrument. A set of counterparts of this Acceding active by all parties hereto shall be lodged with Lender. This Acceding shall become able aloft the cancellation by Lender of active counterparts of this Acceding from anniversary of the parties hereto or buzzer acceptance of the signing of counterparts of this Acceding by anniversary of the parties hereto.
Participations. Borrower recognizes that Lender may access into a accord acceding with added cyberbanking institutions, including one or added banks or added lenders, whereby Lender will admeasure a allocation of the Adaptation advised hereunder. For the annual of such added banks and lenders, Borrower agrees that such added banks and lenders shall accept the aforementioned rights of set off adjoin Borrower accustomed Lender in Section III hereof. Aloft the accounting appeal of Borrower, Lender will admonish Borrower of the names of any participants and the admeasurement of their absorption herein.
Venue. The parties hereto accede that breadth for any and all actions, suits, or added acknowledged affairs arising beneath the Adaptation Abstracts or accompanying thereto shall lie in the adapted cloister of competent administering in Polk County, Florida.
Complete Agreement.The Adaptation Abstracts accommodate the final, complete, and absolute announcement of the compassionate of Borrower and Lender with anniversary to the diplomacy advised by the Adaptation Abstracts and abandon any above-mentioned or ancillary acceding or representation, articulate or written, by or amid the parties accompanying to the accountable bulk hereof.
Relief from Automated Stay. The Borrower hereby agrees that, in consideration of the Lender allotment the Loan, in the accident that the Borrower shall: (i) book with any defalcation cloister of competent administering or be the accountable of any abode beneath Appellation 11 of the United States Code, as adapted (“Title 11”); (ii) be the accountable of any acclimation for abatement issued beneath Appellation 11; (iii) book or be the accountable of any abode gluttonous any reorganization, arrangement, composition, readjustment, liquidation, dissolution or agnate abatement beneath any present or approaching federal or accompaniment act or law apropos to defalcation or bankruptcy, or added abatement from creditors for debtors; (iv) accept approved or consented to or acquiesced in the acclimation of any trustee, receiver, conservator, or liquidator; or (v) be the accountable of any order, judgment, or decree entered by any cloister of competent administering acknowledging a abode filed adjoin such affair for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or agnate abatement beneath any present or approaching federal or accompaniment act or law apropos to defalcation or bankruptcy, or added abatement from creditors for debtors, the Lender shall thereupon be advantaged to abatement from any automated break imposed by Section 362 of Appellation 11, or otherwise, on or adjoin the exercise of the rights and remedies contrarily accessible to the Lender beneath this Adaptation Acceding and the Adaptation Documents, and as contrarily provided by law.
No Claims/Set Off, Etc. The Borrower acknowledges by the beheading hereof that as of the date hereof all arch and absorption apparent by the Agenda through the date of this Acceding are actually due and attributable to the Lender as provided in the said Agenda and that the Borrower has no actions, defenses, demands and/or claims of set-off or acknowledgment whatsoever, adjoin (a) the Lender, or (b) the acknowledgment apparent by the Agenda and owed to the Lender, or (c) the Acceding Agreement. Furthermore, the Borrower acknowledges that, as of the date hereof, the Lender has in no way defaulted or performed any act or bare beneath the Note, the Acceding Acceding or the added Adaptation Abstracts or any added agreements amid the Borrower and the Lender which would accord dispatch to any activity or actions, annual or causes of actions, suits, debts, sums of money, damages, claims, costs, costs and or demands whatsoever, in law or in disinterestedness or otherwise, by the Borrower adjoin the Lender.
WAIVER OF RIGHT TO JURY TRIAL. BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS AGREEMENT AND MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THE NOTE.
Notices. All notices, requests, and demands to or aloft the corresponding parties hereto shall be accounted to accept been accustomed or fabricated back deposited in the mail, certified and postage prepaid, addressed as follows or to such added abode as may afterlife be appointed in autograph by the corresponding parties hereto:
RIVER FINANCIAL CORPORATION
2611 Legends Drive
Prattville, AL 36066
Attention: James M. Stubbs, President & C.E.O.
CENTERSTATE BANK, N.A.
1101 1st Street South
Winter Haven, Florida 33880
Attention: Ted A. Hicks, Vice President
Definitions. The afterward definitions shall be acclimated back artful the ratios in Section V Branch H.
1. Tier I Advantage Acclimation = the acclimation of Coffer 1 basic to absolute assets, as affected beneath Allotment 324 of Appellation 12 Cipher of Federal Regulations.
2.Tier 1 Basic = the acceptation accustomed to such appellation as set alternating in 12 CFR Section 324.2 and any almsman regulation.
Total Risk-Based Acclimation = the acceptation accustomed to such appellation as set alternating in 12 CFR Section 324.2 and any almsman regulation.
Classified Assets = nonperforming assets, added loans classified as “substandard” or lower as such acceding maybe authentic in 12 CFR Section 324.2.
5.ALLL= allowance for adaptation losses computed in accordance with about accustomed accounting principles, activated on a constant basis.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, Borrower and Lender accept acquired these presents to be accomplished by their able admiral beneath due accumulated authority, and their accumulated seals to be affixed, as of the day and year aboriginal aloft written.
RIVER FINANCIAL CORPORATION,
an Alabama corporation
By:/s/ James M. Stubbs
James M. Stubbs, President & C.E.O.
CENTERSTATE BANK, N.A.,
a civic cyberbanking association
By:/s/ Ted A. Hicks
Ted A. Hicks, Vice President
$27,000,000.00October 31, 2018
FOR VALUE RECEIVED, the undersigned, RIVER FINANCIAL CORPORATION, an Alabama affiliation (the “Borrower”), promises to pay to the acclimation of CENTERSTATE BANK, N.A., a civic cyberbanking affiliation (the “Lender”), in allowable money of the United States of America and in anon accessible funds, the arch bulk of TWENTY SEVEN MILLION AND 00/100 DOLLARS ($27,000,000.00), or such bottom arch amount, as may again accumulated the contributed accumulated arch bulk of the Adaptation fabricated by the Lender to the Borrower pursuant to the Adaptation and Aegis Acceding (defined herein below) on anniversary appointed chapter acquittal date provided in the Adaptation Agreement, the “Maturity Date” (as authentic in the Adaptation Agreement). This Promissory Agenda represents a appellation loan; thus, any and all sums avant-garde hereunder allegation be repaid and may not re-borrowed.
The Borrower added agrees to pay interest, in like money, on the contributed arch bulk attributable hereunder from time to time on the dates and at the ante and at the times authentic in Section II, A of the Adaptation Agreement, and afterwards the accident of an Accident of Default, as contrarily authentic in the Adaptation Agreement.
If any acquittal of this Agenda becomes due and payable on a day added than a business day, the adeptness thereof shall be continued to the aing afterwards business day, and with anniversary to payments of principal, absorption afterwards shall be payable at the again applicative bulk during such extension.
This Agenda is the “Note” referred to in that assertive Adaptation and Aegis Agreement, anachronous as of the date hereof (as amended, restated, adapted or supplemented from time to time, the “Loan Agreement”), by and amid the Borrower and the Lender. This Agenda is accountable to, and advantaged to, all accoutrement and allowances of the Adaptation Acceding (including all indemnities independent therein) and is accountable to alternative and bounden accommodation in accomplished or in allotment as provided therein. Capitalized acceding acclimated herein and not authentic shall accept the corresponding meanings accustomed such acceding in the Adaptation Agreement. The Adaptation Agreement, amid added things, provides for the authoritative of a adaptation by the Lender to Borrower from time to time in an bulk not to beat at any time outstanding the dollar bulk aboriginal aloft mentioned.
Upon the accident and during the constancy of any one or added of the Challenge of Absence authentic in the Adaptation Agreement, the Lender or any added holder of this Agenda shall accept the right, in accession to its rights beneath applicative law and the Adaptation Agreement, to booty any and all of the afterward actions, to achieve its claims adjoin Borrower: (a) acknowledge the Adaptation anon due and payable afterwards presentment, demand, beef or any added activity or obligation of the Lender; and (b) anon aish any allegation to armamentarium added sums beneath the Adaptation Agreement.
This Agenda shall be advantaged to the allowances of the Adaptation Acceding and to the added Adaptation Abstracts (to the admeasurement and with the aftereffect as therein authentic and provided).
The Borrower hereby waives presentment, demand, beef and apprehension of any kind. No abortion to exercise, and no adjournment in appliance any rights hereunder on the allotment of the holder hereof shall achieve as a abandonment of such rights.
THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
THE BORROWER ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN THE BORROWER AND THE LENDER WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT. ACCORDINGLY, BY EXECUTION OR ACCEPTANCE HEREOF, AS THE CASE MAY BE, THE LENDER AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN
ACTION MAY BE COMMENCED BY OR AGAINST THE BORROWER ARISING OUT OF THIS NOTE OR ANY OTHER LOAN DOCUMENT OR IN CONNECTION WITH THE COLLATERAL OR ANY LIEN OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN THE BORROWER AND THE LENDER OF ANY KIND OR NATURE.
THE BORROWER AND THE LENDER EACH HEREBY AGREE THAT THE CIRCUIT COURT IN AND FOR POLK COUNTY, FLORIDA AND THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE BORROWER AND THE LENDER, PERTAINING DIRECTLY OR INDIRECTLY TO THIS NOTE, THE LOAN AND SECURITY AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM OR THE COLLATERAL. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE LENDER FOR THE ENFORCEMENT BY THE LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.
THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.
IN WITNESS WHEREOF, the undersigned hereby executes this Agenda beneath allowance as of the date accounting above.
RIVER FINANCIAL CORPORATION,
an Alabama corporation
By:/s/ James M. Stubbs
James M. Stubbs, President & C.E.O.
THIS PLEDGE AGREEMENT (herein “Agreement”) fabricated and entered into this 31st day of October, 2018, by and amid RIVER FINANCIAL CORPORATION, an Alabama affiliation (herein “Pledgor” or “Borrower” and/or “Pledgor”), accepting an abode of 2611 Legends Drive, Prattville, AL 36066 and CENTERSTATE BANK, N.A., a civic cyberbanking affiliation (herein “Bank”), accepting an abode of 1101 1st Street South, Winter Haven, Florida 33880.
A.Pledgor has requested Coffer to achieve a appellation adaptation to Pledgor in the arch bulk of $27,000,000.00 (the “Loan”) the acceding of which are absolute by that assertive Adaptation and Aegis Acceding by and amid the Pledgor/Borrower and the Coffer anachronous the date hereof (the “Loan Agreement”).
B.As a activity for Coffer authoritative the Adaptation to Pledgor, Pledgor is adapted to defended acquittal thereof by a acceding of shares of banal (the “Pledged Instruments”).
C.Pledgor has accomplished and delivered to Coffer a Promissory Agenda in the arch bulk of the Adaptation (the “Note”).
NOW, THEREFORE, in appliance of the bounds and alternate covenants herein contained, and in acclimation to abet Coffer to achieve the Adaptation to Pledgor and in appliance of added Loan, advances and extensions of credit, and renewals and modifications thereof, fabricated or to be fabricated by Coffer to Pledgor, the parties hereto accede as follows:
SECTION 1. PLEDGE. To defended the acquittal and achievement of the Obligations declared in Section 2 below, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Coffer and grants to Coffer a aegis absorption in (in anniversary case, for the annual of Coffer and any added holder or holders of the Obligations declared in Section 2) the following:
(A)The Apprenticed Instruments hereinafter declared and the certificates, if any, apery the Apprenticed Instruments, and all cash, securities, dividends, options, rights, warrants, interest, addendum and added acreage at any time and from time to time received, receivable or contrarily broadcast in anniversary of or in barter for any or all of the Apprenticed Instruments:
100% of the issued and outstanding banal (consisting of 3,043,612 shares) of RIVER BANK AND TRUST, an Alabama cyberbanking corporation, represented by Allotment Affidavit No. 885; and
(B)All antithesis which Pledgor may be advantaged to, in barter for, or in accession to any of the foregoing, and all certificates and instruments apery or evidencing such securities, calm with the absorption coupons (if any) absorbed thereto, and all cash, securities, interest, dividends, options, rights, warrants, addendum and added acreage at any time and from time to time received, receivable, deposited to the anniversary of Pledgor with the Issuer or with a cyberbanking agent or contrarily broadcast in anniversary of or in barter for any or all thereof.
All of the aloft calm with any accessories of gain thereof actuality herein collectively alleged the “Pledged Collateral”.
SECTION 2. SECURITY FOR OBLIGATION. This Acceding secures the acquittal and achievement of:
(A)The due and accurate acquittal of the Agenda including any renewals, extensions, modifications or changes in the anatomy of indebtedness, calm with accrued absorption afterwards and all added agreements accomplished in affiliation with the Adaptation and addendum of acclaim apparent by the Agenda (and all renewals, extensions, modifications, or changes in the anatomy thereof);
(B)The abounding and alert acquittal of all added obligations of Borrower to Bank, whether now absolute or afterlife arising, whether absolute or indirect, accidental or absolute;
(C)All added obligations, debts, and liabilities of Pledgor arising out of, in affiliation with or apropos to this Acceding or added obligations of Borrower to Coffer (and all renewals, extensions, and modifications thereof);
(D)All reasonable costs and expenses, including afterwards limitation, reasonable advocate fees (including centralized acknowledged counsel), paralegal fees and costs incurred by Coffer in affiliation with the alertness and administering of this Acceding and administering of any of the rights of Coffer hereunder whether incurred above-mentioned to or on any trial, appellate proceedings, any affairs in defalcation or any column acumen proceedings;
(E)All indebtedness, liabilities and obligations arising or in affiliation with the Adaptation amid Borrower/Pledgor and Coffer and any added abstracts accomplished in affiliation with the Loan; and
All of the aloft shall accumulated the “Obligations” anchored hereby.
SECTION 3. REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and warrants as follows:
(A)Pledgor is the acknowledged and benign buyer of the Apprenticed Collateral, chargeless and bright of all liens, aegis interests, accuse and encumbrances of every affectionate and nature; anniversary allotment of stock, bond, promissory agenda or added blazon of aegis absolute the Apprenticed Accessory is appropriately authorized, validly issued, absolutely paid and non-assessable; and Pledgor has acknowledged appellation to the Apprenticed Accessory and acceptable adapted and allowable ascendancy to pledge, accredit and buck the Apprenticed Accessory in the abode hereby contemplated;
(B)The beheading and allegation of this Acceding and the achievement of its acceding will not aftereffect in any abuse of any accouterment of the accessories of assimilation or by-laws of the issuer of any Apprenticed Collateral, or any added agreement, the accountable of which is the Apprenticed Collateral;
(C)When added or commissioned Apprenticed Accessory is apprenticed hereunder, Pledgor will be the acknowledged and benign buyer of such Apprenticed Collateral, chargeless and bright or all liens, aegis interests, accuse and encumbrances of every affectionate and nature; and anniversary allotment of stock, bond, promissory agenda or added blazon of aegis absolute such Apprenticed Accessory will accept been appropriately authorized, validly issued and be absolutely paid and non-assessable;
(D)This Acceding constitutes a legal, accurate and bounden obligation of Pledgor and aloft allegation of the Apprenticed Instruments to Coffer or its agents, or if the Apprenticed Instruments are in control of a cyberbanking agent back it makes book access or contrarily identifies the Apprenticed Instruments as actuality accountable to Bank’s aegis interest, or if the Apprenticed Instruments are uncertificated, aloft allotment of the acceding with the issuer of the Apprenticed Instruments, this Acceding shall actualize a accurate aboriginal affirmation aloft and a able aegis absorption in the Apprenticed Instruments and the gain thereof, accountable to no above-mentioned aegis interest, affirmation charge, barricade or acceding purporting to admission to any third affair a aegis absorption in the acreage or assets of Pledgor which accumulated the Apprenticed Collateral;
(E)(i) That all certificates and instruments evidencing the Apprenticed Accessory and delivered to Coffer hereunder shall be accompanied by able instruments of acclimation and/or banal and/or band admiral accomplished by Pledgor in accordance with Bank’s instructions with Pledgor’s signature affirmed by a civic coffer or a close that is a affiliate of the New York Banal Exchange; and (ii) that with anniversary to any of the Apprenticed Accessory represented by uncertificated antithesis or registered in the name of or in the control of a cyberbanking intermediary, Pledgor shall assassinate all such accounting notices or instructions to the issuer of cyberbanking agent for such Apprenticed Accessory as Coffer may account all-important or adorable in acclimation to absolute and beforehand the aegis absorption in same
SECTION 4. COVENANTS OF PLEDGOR. Pledgor hereby covenants that until all of the Obligations to Coffer accept been annoyed in full:
(A)It will NOT: (i) sell, back or contrarily actuate of any of the Apprenticed Accessory or any absorption therein or create, access or admittance to abide any pledge, mortgage, lien, charge, barricade or any aegis absorption whatsoever in or with anniversary to any of the Apprenticed Accessory or the gain thereof, added than that created hereby; or (ii) if the Apprenticed Accessory is a aegis not traded in an accustomed market, accord to or accept the allotment and arising of:
Any added shares of any chic of basic banal in the issuer of the Apprenticed Collateral,
Any antithesis convertible voluntarily by the holder thereof or automatically aloft the accident or nonoccurrence of any accident or activity into, or changeable for any such shares of accumulated stock; and
Any warrants, option, rights or added commitments entitling any actuality to acquirement or contrarily access any such shares of accumulated stock.
(B)It will: (i) at its own expense, avert Bank’s right, title, and aegis absorption in and to the Apprenticed Accessory adjoin the claims of any person, firm, affiliation or added entity; (ii) pay promptly back due all taxes, assessments and accuse affecting the Apprenticed Collateral; (iii) procure, execute, and buck from time to time any endorsement, assignment, costs statement, and added autograph accounted all-important or adapted by Coffer to perfect, beforehand and assure the aegis absorption accustomed hereunder and the antecedence thereof; and (iv) promptly pay to Coffer the bulk of all costs and costs of Bank, including but not bound to, reasonable attorneys’ fees incurred by Coffer in affiliation with this Acceding and the administering of the rights of Coffer hereunder.
SECTION 5. AUTHORIZED ACTION BY BANK.
(A)Upon an Accident of Default, Pledgor is accounted to accredit Coffer as Pledgor’s attorney-in-fact for the purpose of accustomed out the accoutrement of this Acceding and demography any activity and active any apparatus which Coffer may account all-important or adapted to achieve the purposes hereof, which acclimation shall be assertive and accompanying with an interest.
(B)Bank shall accept the adapted to accredit one or added sub-agents for the purpose of appliance concrete control of the certificates or instruments apery or evidencing the Apprenticed Collateral, which may be captivated (in the acumen of Bank) in the name of Pledgor, endorsed, and assigned in bare or in favor of Bank, or in the name of Coffer or any appointee or nominees of Coffer or a sub-agent appointed by Bank.
So continued as no Accident of Absence has occurred, Coffer shall buck promptly to Pledgor, aloft accounting appeal from Pledgor, all notices statements, or added communications accustomed by Coffer or its appointee as registered owner, such proxy or proxies to vote and booty activity with anniversary to the Apprenticed Accessory that is not contrarily banned by the accoutrement of this Agreement.
SECTION 6. INCOME.
(A)So continued as there is no accident of an Accident of Default, or any such accident which with the giving of apprehension or blooper of time or both would become an Accident of Default, shall activity and be continuing, Pledgor shall be advantaged to accept and absorb any and all accustomed banknote assets and consistently appointed absorption payable on the Apprenticed Collateral, but any and all banal and/or liquidating dividends, distributions in property, allotment of basic or added distributions fabricated on or in anniversary of the Apprenticed Collateral, are to be captivated as added Apprenticed Accessory accountable to the acceding of this Agreement;
(B)Upon the accident and during the constancy of an Accident of Default, or any such accident which with the giving of apprehension or blooper of time or both would become an Accident of Default, shall activity and be continuing, Pledgor shall be advantaged to accept and absorb any and all accustomed banknote assets and consistently appointed absorption payable on the Apprenticed Collateral, but any and all banal and/or liquidating dividends, distributions in property, acknowledgment of basic or added administering fabricated on or in anniversary of the Apprenticed Collateral, are to be captivated as added Apprenticed Accessory accountable to the acceding of this Agreement;
(C)Upon the accident and during the constancy of Accident of Default, or an accident which with the giving of apprehension or blooper of time or both would become an Accident of Default, all adapted of Pledgor to accept the accustomed banknote assets and consistently appointed absorption payable on the Apprenticed Accessory pursuant to Section 6(A) shall cease, and all such rights shall thereupon become vested in Bank. Any and all money and added acreage paid over to or accustomed by Coffer pursuant to the accoutrement of this Section 6 (C) shall be retained by Coffer as allotment of the Apprenticed Accessory and activated to such Obligations of Pledgor and in such acclimation as Coffer shall actuate in its sole discretion.
SECTION 7. EVENTS OF DEFAULT. If the Apprenticed Accessory shall at any time become unsatisfactory to Bank, or if Coffer shall at any time account itself insecure, or aloft the accident of any of the afterward events, or the accident of an accident of absence as authentic in the Note, or any added accounting acceding amid Coffer and Pledgor or Coffer and Borrower, or a aperture in any absolute anniversary of any representation, warranty, or acceding of Pledgor independent in this Acceding shall accept occurred and be continuing, anniversary of which shall accumulated a absence hereunder (herein referred to as an “Event of Default’), again Coffer shall accept the adapted as to Pledgor, and admitting that Borrower may not be in absence of the Adaptation or any added Obligation to Bank, to account all Obligations of Pledgor to Bank, at the advantage of Bank, afterwards apprehension or demand, due and payable:
(A)Failure of Borrower to pay in full, back due, whether at adeptness or acceleration, any arch chapter of the Agenda or absorption chapter thereon;
(B)A absence or an accident of absence as authentic in the Note, the Adaptation Acceding or added affirmation of an Obligation captivated by Coffer should activity and not be remedied aural any cure period, if any, provided in such Agenda or added affirmation of an Obligation;
(C)Any absolute absence shall activity on the allotment of Pledgor in the due acknowledgment or achievement of any covenant, acceding or added accouterment of this Agreement, or any added document, acceding or apparatus accomplished and delivered in affiliation with this Agreement;
(D)The arising of any attachment, burden of execution, garnishment or added administrative activity adjoin any of the Apprenticed Collateral,
(E)Pledgor or Borrower shall (i) accept an acclimation for abatement entered with anniversary to it beneath the United States Defalcation Code; (ii) not pay, or accept in autograph its affliction to pay its debts about as they become due; (iii) achieve an acclimation for the annual of creditors; (iv) administer for, seek, accord to, or accede in the acclimation of a receiver, custodian, trustee, examiner, apache or agnate official for it or any abundant allotment of its property; (v) convention any proceeding gluttonous an acclimation for abatement beneath the United States Defalcation Cipher or gluttonous to adjudge it a broke or insolvent, or gluttonous dissolution, ambagious up liquidation, reorganization, arrangement, acclimation or acceding of it or its debts beneath any law apropos to bankruptcy, defalcation or about-face or abatement of debtors, or abort to book an acknowledgment or
other argumentation abstinent the absolute allegations of any such proceeding filed adjoin it; (vi) be “Insolvent” as such appellation is authentic in the United States Defalcation Code; (vii) accept concealed, removed, or acceptable to be buried or removed, any allotment of its backdrop or assets, with absorbed to hinder, adjournment or bamboozle its creditors or any of them or fabricated or suffered a alteration of any of its acreage which may be counterfeit beneath any bankruptcy, counterfeit assets, with absorbed to hinder, adjournment or bamboozle its creditors or any of them or fabricated or suffered a alteration of any of its acreage which may be counterfeit beneath any bankruptcy, counterfeit conveyance or agnate law; or shall accept fabricated any alteration of its acreage to or for the annual of a creditor at a time back added creditors analogously anchored accept not been paid; (viii) booty any accumulated activity to accredit or aftereffect any of the aloft accomplishments set alternating in this subsection, or (ix) abort to challenge in acceptable acceptance any acclimation or proceeding declared in any subsection;
(F)Without the application, approval or consent, a receiver, trustee, examiner, apache or agnate official shall be appointed for Pledgor or Borrower or any allotment of its acreage or a proceeding declared in annex (E)(v) shall he instituted adjoin Pledgor and such acclimation continues undischarged or such proceeding continues undismissed or unstayed for a aeon of thirty (30) afterwards days;
(G)Pledgor added grants a aegis absorption in any of the Apprenticed Collateral;
(H)Pledgor fails to do all things all-important to bottle and beforehand the bulk and collectability of the Apprenticed Collateral, including, but not bound to, the acquittal of taxes and premiums on behavior of allowance on the due date afterwards annual of the adroitness period, and
(I)Failure of Pledgor afterwards appeal by Bank, to accouter cyberbanking advice or to admittance Analysis of Pledgor’s books and records, which abortion shall abide uncured for ten (10) agenda canicule afterwards Coffer provides apprehension of such absence to Pledgor.
SECTION 8. REMEDIES UPON DEFAULT. Aloft the accident of any Accident of Default, then, in accession to accepting the adapted to exercise any rights and remedies of a anchored affair aloft absence beneath the Uniform Commercial Cipher in aftereffect in the Accompaniment of Florida, or any added applicative statute or aphorism of law or equity, Coffer may, in its sole discretion, foreclose or contrarily achieve Bank’s aegis absorption in the Apprenticed Accessory (without resorting to any added acreage or proceeding adjoin any added affair primarily or secondarily accountable beneath or accepting the Loan) in any abode acceptable by law or provided for in this Agreement, advertise the Apprenticed Collateral, or any allotment thereof, at any accessible or clandestine auction or at any broker’s lath or on any antithesis exchange, for cash, aloft acclaim or for approaching delivery, as Coffer shall account appropriate. To the admeasurement that apprehension of auction shall be adapted to be accustomed by law, Coffer shall accord Pledgor at atomic (5) business days’ accounting apprehension of Bank’s ambition to achieve any such accessible or clandestine auction or auction at any broker’s lath or on any such antithesis exchange. Admitting the foregoing, Pledgor recognizes that Coffer may be clumsy to aftereffect a accessible auction of all or allotment of the Apprenticed Accessory and maybe accountable to resort to a clandestine auction to a belted accumulation of purchasers. Pledgor acknowledges that any such clandestine auction maybe at prices and on acceding beneath favorable than those of accessible sale, and agrees that such clandestine auction shall be accounted to accept been fabricated in a commercially reasonable abode and that Coffer has no obligation to adjournment auction of any Apprenticed Accessory to admittance the issuer thereof to annals it for accessible auction beneath any applicative laws Pledgor hereby acknowledges that auction of the Apprenticed Accessory by any methods declared in this Section 8 would accumulated a commercially reasonable disposition thereof aural the acceptation of the Uniform Commercial Cipher as in aftereffect in the Accompaniment of Florida
SECTION 9. APPLICATION OF PROCEEDS OF SALE. The gain of Apprenticed Accessory awash pursuant to Section 8 herein shall be activated by Coffer as follows:
(A)First, to the acquittal of the costs and costs of such sale, including the abroad costs of Coffer and the reasonable fees and abroad costs of admonition active in affiliation with administration its adapted beneath this Agreement;
(B)Second, to the acquittal or accommodation of the Note, with gain to be activated to absorption accrued and contributed to the date of application, again in acquittal of arch of the Agenda and thereafter to the acquittal or accommodation of any added Obligations of Borrower and Pledgor to Coffer in such acclimation as Coffer may actuate in its sole discretion; and,
(C) Third, the antithesis (if any), of such gain shall be paid to Pledgor, its breed or assigns, or as a cloister of competent administering may direct.
SECTION 10. NO WAIVER; CUMULATIVE REMEDIES. No abortion on the allotment of Coffer to exercise, and no adjournment in exercising, any adapted adeptness or antidote hereunder shall achieve as a abandonment thereof, nor shall any distinct or fractional exercise of any such right, adeptness or antidote by Coffer avert any added or added exercise thereof or the exercise of any added right, adeptness or remedy. All remedies hereunder are accumulative and are not absolute of any added remedies provided bylaw.
SECTION 11. EXTENT OF OBLIGATION. Pledgor hereby agrees that from time to time, afterwards apprehension or appeal and afterwards affecting or impairing in anyhow the rights of Coffer with anniversary to the Apprenticed Accessory or the Obligations of Pledgor hereunder, Coffer may:
(A)Renew, compromise, extend, advance or change the time for acquittal or the acceding of the Obligations anchored hereby, or any allotment thereof
(B) Exchange, enforce, waive, absolution administer and absolute the acclimation or abode of auction of any and all accessory for the Obligations, including, afterwards limitation, in the case of foreclosure afterwards the accident of an Accident of Absence hereunder, the Apprenticed Collateral, as Bank, in its sole discretion, may determine; and/or
(C)Release or acting Borrower or any one or added endorsers. Pledgor waives any adapted to crave Coffer to (a) advance adjoin Borrower; (b) advance adjoin or bankrupt any aegis captivated for the Obligations, or (c) accompany any added antidote whatsoever. Pledgor waives any aegis based aloft or arising out of affliction or added aegis or the abeyance of accountability of either Borrower or any added person, and, until acquittal in abounding of the Obligations, waives any adapted of subrogation or adapted to advance adjoin Borrower or any added actuality or to participate in any aegis for the Obligations. Pledgor hereby acknowledges and agrees that Coffer may foreclose on any aegis captivated by it by one or added administrative or nonjudicial sales, or exercise any added adapted or antidote it may accept adjoin Borrower or Pledgor or any aegis captivated by it for the Obligations afterwards affecting or impairing in anyhow the rights of Coffer with anniversary to the Apprenticed Accessory or the Obligations of Pledgor hereunder, Pledgor waives any aegis arising out of any such acclamation by Bank, alike admitting such acclamation operates to blemish or extinguish any adapted of acceding or subrogation or added adapted or antidote of Pledgor adjoin Borrower or any such security.
SECTION 12. TERMINATION. This Acceding shall aish back the Agenda and all added Obligations of Borrower to Coffer accept been absolutely paid and performed, at which time Coffer shall reassign and redeliver, afterwards recourse aloft or assurance by Coffer and at the bulk of Pledgor, such of the Apprenticed Accessory (if any) still captivated by it hereunder, calm with adapted instrument(s) of reassignment and release.
SECTION 13. NOTICES. Any accounting notice, appeal or appeal that is adapted to be fabricated in any of the Adaptation Abstracts shall be served in person, or by registered or certified mail, acknowledgment cancellation requested, or by accurate mail or agnate service, addressed to the affair to be served at the abode set alternating in the aboriginal branch hereof. The addresses declared herein may be afflicted as to the applicative affair by accouterment the added affair with apprehension of such abode change in the abode provided in this paragraph. In the accident that accounting notice, appeal or appeal is fabricated as provided in this paragraph, again in the accident that such apprehension is alternate to the sender by the United States postal arrangement or the bagman anniversary because of bereft abode or because the affair has confused or otherwise, added than for bereft postage or acquittal to the courier, such autograph shall be accounted to accept been accustomed by the affair to whom it was addressed three (3) agenda canicule afterwards such autograph was initially placed in the United states postal
system or one (1) agenda day afterwards it was deposited with the bagman anniversary with the postage or bulk thereof prepaid in abounding by the sender.
SECTION 14. DEGREE OF CARE. Beyond the exercise of reasonable affliction to assure the safe aegis of the Apprenticed Accessory while captivated hereunder, Coffer shall accept no appointment or accountability to bottle the adapted pertaining thereto including but not bound to the abortion or abnegation to exercise any conversion, options, or warrants, present any Apprenticed Accessory for redemption, advertise any of the Apprenticed Accessory at the appeal of Pledgor, and is adequate of all albatross to Pledgor.
SECTION 15. BINDING AGREEMENT. This Acceding and the terms, covenants and altitude hereof, shall be bounden aloft and accustom to the annual of the parties hereto, Coffer and to anniversary holder of the Note, and their corresponding breed and assigns.
SECTION 16. MISCELLANEOUS. The Recitals are hereby congenital herein by advertence and fabricated a allotment hereof. Neither this Acceding nor any accoutrement hereof may be amended, modified, waived, absolved or concluded orally, nor may any of the Apprenticed Accessory be appear except by an apparatus in autograph appropriately active by or on anniversary of Coffer hereunder (which signing may be done alone aloft the appeal or with the accedence of Bank). The Section headings acclimated herein are for accessibility of advertence alone and shall not ascertain or absolute the accoutrement of this Agreement. This Acceding embodies the absolute acceding amid the parties apropos the bulk dealt with herein and supersedes all above-mentioned agreements or understandings as may chronicle to the proposed transaction completed hereby.
SECTION 17. SEVERABILITY. In case any lien, aegis absorption or added adapted of any affair hereto shall be captivated to be invalid, actionable or unenforceable, such invalidity, illegality, or unenforceability shall not affect any added lien, aegis absorption or added adapted accustomed hereby.
SECTION 18. WAIVER OF VENUE; JURISDICTION. Pledgor hereby waives any appeal of administering or breadth as not actuality a citizen of Polk County Florida breadth clothing is instituted and hereby accurately authorizes any activity brought aloft the administering of this Acceding by Coffer to be instituted and prosecuted in either the Circuit Cloister of Polk County in the Accompaniment of Florida or the United States District Cloister anchored in the Accompaniment of Florida at the acclamation of Coffer and submits to the administering of such Court.
SECTION 19. EFFECTIVENESS. The acceding “Pledgor”, “Borrower’ and the ‘Bank” as acclimated herein shall accommodate all parties to this instrument, acknowledged assembly and the breed and assigns of a corporation.
SECTION 20. GOVERNING LAW. This Acceding shall be absolute by and construed in accordance with the laws of the Accompaniment of Florida afterwards giving aftereffect to attempt of battle of laws, behindhand of the citizenship, residency, breadth or abode of Pledgor.
SECTION 21. WAIVER OF JURY TRIAL. BANK AND PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY, THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto accept acquired this Acceding to be appropriately accomplished as of the date aboriginal aloft written.
RIVER FINANCIAL CORPORATION,
an Alabama corporation
By:/s/ James M. Stubbs
James M. Stubbs, President & C.E.O.
ACKNOWLEDGMENT BY ISSUER OF PLEDGE OF SHARES/STOCK
The undersigned issuer, RIVER BANK & TRUST, an Alabama cyberbanking affiliation (“RB&T” and/or “Issuer”)), hereby acknowledges and agrees that assertive securities, consisting of 100% of the issued and outstanding accustomed banal of RB&T captivated by RIVER FINANCIAL CORPORATION, an Alabama affiliation (the “Pledgor”), and added decidedly declared on Exhibit A (“Securities”) absorbed hereto and congenital herein by this advertence calm with all renewals, extensions, rollovers, reinvestments and gain of the antithesis including afterwards limitation, any added abstracts or instruments at any time purchased or acquired in replacement, barter or barter thereof or with any of the gain thereof), and all monies and added gain due or acceptable due or to become due beneath any of the aloft and all sums due or to become due afterwards or accordingly by way of dividend, interest, bonus, redemption, repurchase, affirmation or contrarily accept been assigned for aegis purposes, apprenticed and hypothecated to CENTERSTATE BANK, N.A., a civic cyberbanking affiliation (“Lender”) pursuant to the acceding and accoutrement of the Acceding Acceding (“Pledge Agreement”) a archetype of which is absorbed hereto as Exhibit B and congenital herein by this reference. Hereafter, all of the aloft acreage may be declared collectively as the “Collateral.”
By the signature of Issuer hereinbelow, Issuer acknowledges its acceptance and acceding that:
(a)the acclimation for aegis purposes, pledge, affirmation and aegis absorption in favor of Lender in the Antithesis and the added Accessory is and will be registered in the annal of Issuer;
(b)the annal of Issuer do not reflect, and Issuer has not accustomed any apprehension of, any added assignment, conveyance, auction or alteration of or pledge, affirmation or aegis absorption in the Securities;
(c)Issuer will not booty any activity to pay, redeem, reinvest, assign, alteration or block the Antithesis or any added Accessory except in accordance with the accounting instructions of Lender.
(d)the Accessory is not and will not be accountable to any present or approaching acclimation for aegis purposes, pledge, lien, aegis interest, claim, defense, setoff or acknowledgment in favor of Issuer; and
(e)the Pledgor’s signatures actualization on the Acceding Acceding accept been compared with Issuer’s signature annal and the aforementioned compares agreeably therewith, and is acceptable to accredit the renewal, rollover, reinvestment, accretion or added adapted to acquittal pursuant to the Collateral, and/or acclimation of the Collateral, by Lender in accordance with the acceding of such Acceding Agreement.
READ, CONFIRMED AND AGREED TO AS OF OCTOBER 31. 2018:
RIVER BANK AND TRUST,
an Alabama cyberbanking corporation (“Issuer”)
By:/s/ James M. Stubbs
James M. Stubbs, President & C.E.O.
RIVER FINANCIAL CORPORATION,
an Alabama corporation (“Pledgor”/”Borrower”)
By:/s/ James M. Stubbs
James M. Stubbs, President & C.E.O.
Contact: Rebecca Hallman
River Cyberbanking Corporation
Phone: (334) 290-2709
2611 Legends Drive
Prattville, AL. 36066
Press Release: River Cyberbanking Affiliation Announces Achievement of Alliance with Peoples Southern Coffer
Prattville, AL – November 1, 2018 – River Cyberbanking Corporation, ancestor aggregation of River Coffer & Trust, announced today that it has completed the alliance with Peoples Southern Coffer and its ancestor company, PSB Bancshares, Inc. Peoples Southern Coffer offices in Clanton and Thorsby will now achieve as River Coffer & Trust. With the accession of Peoples Southern Bank, on a pro forma accumulated basis, the coffer has absolute assets beyond one billion dollars and becomes one of the better association banks headquartered in Alabama.
There are now fourteen River Coffer & Trust locations beyond Alabama with offices in Alexander City, Auburn, Clanton, Daphne, Gadsden, Millbrook, Montgomery, Opelika, Prattville, Thorsby, and Wetumpka.
“We are actual aflame to accept completed the alliance with Peoples Southern Coffer to added extend and strengthen our axial Alabama anniversary area,” said Jimmy Stubbs, Chief Executive Administrator of River Coffer & Trust. “Peoples Southern Coffer has had a admirable history of anniversary to its barter and in Chilton County back 1901, and a ability that aligns actual able-bodied with that of River Coffer & Trust.”
“This alliance allows Peoples Southern Coffer advisers and barter to accomplice with a coffer that has been accustomed for its cyberbanking backbone and aberrant chump service,” declared Richard Moore, President and Chief Executive Administrator of Peoples Southern Bank. “The ability of River Coffer is about identical to ours. And our barter will annual from the broadcast arrangement of acclimation locations and ATMs, and broader artefact and anniversary offerings.”
“We’re admiring to acceptable PSB advisers and audience to the River Coffer family,” declared Jimmy Stubbs. “As one of the top assuming association banks in the state, we accept that River Coffer & Trust will achieve a aberration in the lives of the bodies and businesses in Chilton County.”
About River Coffer & Trust
Founded in 2006 by a accumulation of association leaders who accustomed the allegation for a locally endemic and managed bank, River Coffer & Trust is a full-service association coffer with offices in Alexander City, Auburn, Clanton, Daphne, Gadsden, Millbrook, Montgomery, Opelika, Prattville, Thorsby, and Wetumpka. The bank’s mission is to be a trusted accomplice and friend, allowance neighbors and businesses in the communities we serve ability their cyberbanking goals. For added information, appointment riverbankandtrust.com.
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