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I~RGER AGREEI~NT SECRETtiKY OF STAtE
TAILANASSEE. f LO~tIDA
THIS t~RGER AGREEMENT, made and entered into as of
thia ~ day of May, 1971, by and between the following-named
corporations (hereinafter collectively referred to as the "Constituent
Corporations"); to be effective as of the date on which copies of
this Herger Agreement are filed With and approved by the Secretary
of State of the State of Flerida:
SOUTHBAST BANKING CORPORATION, a Florida corporation
formerly known as Southeast Bancorporation, Inc.
("Southeas t")
IAN i,TORTH CROW (.'QI~ANY, a Floxida corporation ("Mortgage
Company")
W I T N E S S E T H:
i~iERF.AS, Southeast is a corporation duly organized
and existing under the laws of the S~ate of Florida, with an
suthorized capital stock of 10,000,000 shares of Common Stock,
$5.00 par value, and 500,000 shares of Series Voting Preferred
Stock, no par value, and Mortgage Companq is a corporatioa duly
organized and existing under the laws of the State of Florida, With
an authorized capital stock consisting of 1,000,000 shares of Common ~
Stock, $.10 par value, and 5,000 shares of Preferred Stock, $100
par value, and
WHERF.AS, the Boards of Directors of each of the Constituent ~
Corporations and the Stockholders of Mortgage Company deem it advisable for
their general Welfare and advantage that they merge into a single
surviving corporation under the laws of the State of Florida,
~ and that said s~roi~ing and continuing corporation shall not be
f
a aew corporation but shall be Southeast, one of the Constituent
Corporations, and its corporate existence as a continuing corporation
under the lavs of the State of Florida shall not be affected in
any manner by res~son of the merger as set forth herein (hereinafter
called the "Merger");
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