MUTUAL TERMINATION OF PURCHASE AND ASSUMPTION AGREEMENT AND MUTUAL RELEASE

MUTUAL TERMINATION OF PURCHASE AND ASSUMPTION AGREEMENT AND MUTUAL RELEASE

This Mutual Termination of Purchase and Assumption Agreement and Mutual Release (this “Agreement”), dated as of December 30, 2024, is made by and among Atlanta Postal Credit Union, a Georgia state-chartered credit union with its main office located in Atlanta, Georgia (“Buyer”), Affinity Bancshares, Inc., a Maryland corporation (“Holding Company”), and Affinity Bank, National Association, a national bank having its home office in Covington, Georgia (“Seller”).  Buyer, Seller and Holding Company are each referred to herein as a “Party” and collectively referred to as the “Parties”.

Whereas, the Parties entered into that certain Purchase and Assumption Agreement, dated May 30, 2024, as amended and supplemented by that certain First Amendment to Purchase and Assumption Agreement dated as of August 12, 2024, (collectively, the “Purchase Agreement”);

Whereas, Buyer held discussions with the applicable regulatory agencies, following which ▇▇▇▇▇ informed Holding Company and Seller that Buyer would withdraw its application with the Georgia Department of Banking and Finance with respect to the Transactions contemplated by the Purchase Agreement; and

Whereas, the Parties are entering into this Agreement to affirmatively terminate the Purchase Agreement and release one another, effective as of the date first above written.

Now, Therefore, in consideration of the foregoing and the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

(a) In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, each Party, on behalf of itself and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, or equity (collectively “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the Purchase Agreement.

(b) Each Releasor understand that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes exist regarding the subject matter of the release contained in this Section 10, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into and grant the release contained in this Section 10. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 10, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts.  The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

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In Witness Whereof, Buyer, Holding Company and Seller have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of date first above written.