8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 28, 2015

Ameris Bancorp

(Exact Name of Registrant as Specified in Charter)

Georgia	001-13901	58-1456434
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of		Identification No.)
Incorporation)

310 First Street, S.E., Moultrie, Georgia	31768
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (229) 890-1111

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2015, Ameris Bancorp, a Georgia corporation (“Ameris” or the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Merchants & Southern Banks of Florida, Incorporated, a Florida corporation (“Merchants”), and Dennis R. O’Neil, the sole shareholder of Merchants, which provides that, subject to the terms and conditions set forth in the Purchase Agreement, Ameris will purchase all of the issued and outstanding shares of common stock of Merchants for a total purchase price of $50,000,000. Merchants is the holding company for Merchants & Southern Bank, Gainesville, Florida.

Also on January 28, 2015, the Company’s wholly owned banking subsidiary, Ameris Bank, entered into a Purchase and Assumption Agreement (the “P&A Agreement”) with Bank of America, National Association pursuant to which Ameris Bank has agreed to purchase, subject to the terms and conditions set forth in the P&A Agreement, eighteen branches of Bank of America, National Association located in North Florida and South Georgia (the “Branches”). Ameris Bank will assume an estimated $812 million of deposits at a deposit premium of 3.00 percent based on deposit balances near the time the transaction closes. Ameris Bank will also acquire an immaterial amount of loans as part of the transaction.

Consummation of the foregoing transactions (the “Acquisition Transactions”) is subject to customary closing conditions, including, among others, the receipt of required regulatory approvals.

The foregoing description of the Purchase Agreement and the P&A Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and which are incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Ameris’s performance or achievements to be materially different from any expected future results, performance or achievements. Forward-looking statements speak only as of the date they are made and Ameris assumes no duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Ameris and Merchants and statements about the benefits of the Branches to be acquired, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the possibility that either or both of the Acquisition Transactions does not close when expected or at all because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) the risk that the benefits from the Acquisition Transactions may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Ameris, Merchants and the Branches operate; (iii) the ability to promptly and effectively integrate the businesses of Ameris, Merchants and the Branches; (iv) the reaction of customers, employees and counterparties to the transactions; and (v) diversion of management time on transaction-related issues. For more information, see the risk factors described in Ameris’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.

Item 2.02 Results of Operations and Financial Condition.

On January 29, 2015, the Company issued a press release announcing its unaudited financial results for the quarter and fiscal year ended December 31, 2014. A copy of that press release is attached as Exhibit 99.1 to this Current Report.

The information contained in this Item 2.02 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, the information contained in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.

The investor presentation material to be used by Ameris for its conference call on January 29, 2015 to discuss the Acquisition Transactions is furnished herewith as Exhibit 99.2.

The information contained in this Item 7.01 and in Exhibit 99.2 attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, the information contained in this Item 7.01 and in Exhibit 99.2 attached hereto shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On January 29, 2015, Ameris issued a press release announcing that the Company has received commitments from institutional accredited investors to acquire up to 5,320,000 shares of the Company’s common stock at a price of $22.50 per share through a private placement. The Company is in the process of closing the issuance, which is expected to be completed by January 30, 2015. The Company expects to receive net proceeds from the private placement of approximately $114.5 million. A copy of that press release is filed herewith as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1	Stock Purchase Agreement dated as of January 28, 2015 by and among Ameris Bancorp, Merchants & Southern Banks of Florida, Incorporated and Dennis R. O’Neil.
2.2	Purchase and Assumption Agreement dated as of January 28, 2015 by and between Bank of America, National Association and Ameris Bank.
99.1	Press release dated January 29, 2015 regarding 2014 results of operations.
99.2	Investor presentation materials.
99.3	Press release dated January 29, 2015 regarding private placement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERIS BANCORP
	By:	/s/ Dennis J. Zember Jr.
		Dennis J. Zember Jr.
		Executive Vice President and Chief Financial Officer
Dated:  January 29, 2015

EXHIBIT INDEX

Exhibit No.	Exhibit
2.1	Stock Purchase Agreement dated as of January 28, 2015 by and among Ameris Bancorp, Merchants & Southern Banks of Florida, Incorporated and Dennis R. O’Neil.
2.2	Purchase and Assumption Agreement dated as of January 28, 2015 by and between Bank of America, National Association and Ameris Bank.
99.1	Press release dated January 29, 2015 regarding 2014 results of operations.
99.2	Investor presentation materials.
99.3	Press release dated January 29, 2015 regarding private placement.

EX-2.1

Exhibit 2.1

STOCK PURCHASE AGREEMENT

by and among

AMERIS BANCORP,

MERCHANTS & SOUTHERN BANKS OF FLORIDA, INCORPORATED,

and

DENNIS R. O’NEIL

Dated as of January 28, 2015

Table of Contents

		Page
ARTICLE 1 STOCK PURCHASE		1
1.1	Stock Purchase.	1
1.2	Closing.	1
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		2
2.1	Corporate Organization.	2
2.2	Capitalization..	4
2.3	Authority; No Violation.	4
2.4	Consents and Approvals	5
2.5	Reports..	5
2.6	Financial Statements.	6
2.7	Undisclosed Liabilities	7
2.8	Absence of Certain Changes or Events.	7
2.9	Legal Proceedings.	7
2.10	Taxes and Tax Returns.	7
2.11	Employee Benefit Plans.	9
2.12	Labor Matters.	11
2.13	Compliance with Applicable Law.	12
2.14	Material Contracts.	13
2.15	Agreements with Regulatory Agencies.	15
2.16	Investment Securities.	15
2.17	Derivative Instruments	15
2.18	Environmental Liability.	16
2.19	Insurance..	16
2.20	Title to Property	17
2.21	Intellectual Property	17
2.22	Broker’s Fees.	18
2.23	No Investment Adviser	18
2.24	Loans	18
2.25	Transactions with Affiliate	21

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Table of Contents

(continued)

		Page
2.26	State Takeover Laws	21
2.27	Approvals	21
2.28	Company Information	21
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER		21
3.1	Authority; No Violation	21
3.2	Governmental Consents and Approvals.	22
3.3	Title to the Company Common Stock	22
3.4	Broker’s Fees	22
3.5	Investment Decision	23
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER		23
4.1	Corporate Organization	23
4.2	Authority; No Violation.	23
4.3	Consents and Approvals	24
4.4	Legal Proceedings	24
4.5	Investment Intention	24
4.6	Broker’s Fees	24
4.7	Investment Decision	24
4.8	No Financing	25
4.9	Regulatory Profile and CRA.	25
4.10	Approvals	25
4.11	Agreements with Regulatory Agencies	25
ARTICLE 5 COVENANTS RELATING TO CONDUCT OF BUSINESS		25
5.1	Conduct of Business of the Company Prior to the Closing Date	25
5.2	Forbearances of the Company	26
ARTICLE 6 ADDITIONAL AGREEMENTS		29
6.1	Efforts and Actions to Cause the Closing to Occur.	29
6.2	Access to Information and Records.	30
6.3	Public Disclosure	31
6.4	Employee Benefit Matters.	31
6.5	Further Assurances	32

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Table of Contents

(continued)

		Page
6.6	No Solicitation	33
6.7	Employee Non-Solicitation	33
6.8	Directors’ and Officers’ Indemnification.	33
ARTICLE 7 CONDITIONS PRECEDENT		35
7.1	Conditions to Each Party’s Obligation to Effect the Closing	35
7.2	Conditions to Obligations of Buyer.	35
7.3	Conditions to Obligations of Seller	36
ARTICLE 8 TERMINATION AND AMENDMENT		36
8.1	Termination	36
8.2	Effect of Termination	37
8.3	Expenses	37
8.4	Amendment	37
8.5	Extension; Waiver	37
ARTICLE 9 INDEMNIFICATION		38
9.1	Indemnification of Buyer.	38
9.2	Notice of Claims; Third-Party Claims.	38
9.3	Insurance Proceeds; Tax Benefits	40
9.4	No Consequential Damages, etc.	40
ARTICLE 10 GENERAL PROVISIONS		40
10.1	Survival of Representations, Warranties and Agreements	40
10.2	Notices	40
10.3	Interpretation	42
10.4	Counterparts	42
10.5	Entire Agreement	42
10.6	Governing Law.	42
10.7	Specific Performance.	42
10.8	Definitions	42
10.9	Severability	47
10.10	Assignment; Third-Party Beneficiaries	48

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2015, is by and among Ameris Bancorp, a Georgia corporation (“Buyer”), Merchants & Southern Banks of Florida, Incorporated, a Florida corporation (the “Company”), and Dennis R. O’Neil (“Seller”).

RECITALS

WHEREAS, Seller is the record and beneficial owner of, in the aggregate, 100% of the issued and outstanding shares (the “Shares”) of the common stock, $10.00 par value per share, of the Company (the “Company Common Stock”); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Shares, upon the terms and subject to the conditions set forth in this Agreement (the “Stock Purchase”);

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1
STOCK PURCHASE

1.1           Stock Purchase.

(a)          Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer the Shares to Buyer free and clear of any lien, claim, charge, option, encumbrance, mortgage, pledge or security interest or other restriction of any kind (“Lien”), and Buyer shall purchase and accept the Shares from Seller.

(b)          The aggregate purchase price for the Shares (the “Purchase Price”) shall be $50,000,000, with such amount to be paid by wire transfer of immediately available funds to an account designated by Seller no fewer than three (3) Business Days prior to the Closing Date.

1.2           Closing.

(a)          Closing. On the terms and subject to the conditions set forth in this Agreement, the closing of the Stock Purchase (the “Closing”) shall take place at (i) 10:00 a.m., Atlanta, Georgia time, at the offices of Rogers & Hardin LLP, on a date no later than three (3) Business Days after the satisfaction or waiver (subject to applicable Law) of the latest to occur of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the waiver or satisfaction of those conditions and the continued satisfaction or waiver of the other conditions set forth in Article 7) or (ii) such other date, time and place as Buyer and Seller may otherwise agree (the date on which the Closing occurs, the “Closing Date”).

(b)          Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:

(i)          certificates representing the Shares, duly endorsed for transfer to Buyer, and other appropriate evidence reflecting the transfer of the Shares to Buyer;

(ii)         the certificate required by Section 7.2(c);

(iii)        resignations, effective as of the Closing, duly executed by each member of the board of directors of the Company and the Bank;

(iv)        a duly executed IRS Form W-9 for Seller; and

(v)         all such other documents and instruments as may be reasonably required by Buyer to consummate the transactions contemplated by this Agreement.

(c)          Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver, or shall cause to be delivered, to Seller the following:

(i)          the Purchase Price;

(ii)         the certificate required by Section 7.3(c); and

(iii)        all such other documents and instruments as may be reasonably required by Seller to consummate the transactions contemplated by this Agreement.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule, the Company represents and warrants to Buyer as follows:

2.1           Corporate Organization.

(a)          The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida. The Company is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended. The Company has the requisite corporate power and authority to own or lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. True, correct and complete copies of the articles of incorporation of the Company (the “Company Articles of Incorporation”) and bylaws of the Company (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been furnished or made available to Buyer. The Company is not in violation of any of the provisions of the Company Articles of Incorporation or the Company Bylaws.

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(b)          Merchants and Southern Bank (the “Bank”) is a wholly owned subsidiary of the Company, and is a corporation and state-chartered bank, duly organized, validly existing and in good standing under the Laws of the State of Florida. The deposit accounts of the Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”) through the Bank Insurance Fund to the fullest extent permitted by Law, and all premiums and assessments required in connection therewith have been paid by the Bank when due. The Bank has the requisite corporate power and authority to own or lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Bank is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. True, correct and complete copies of the articles of incorporation of the Bank (the “Bank Articles of Incorporation”) and bylaws of the Bank (the “Bank Bylaws”), as in effect as of the date of this Agreement, have previously been furnished or made available to Buyer. The Bank is not in violation of any of the provisions of the Bank Articles of Incorporation or the Bank Bylaws.

(c)          Section 2.1(c) of the Company Disclosure Schedule sets forth a complete and correct list of all the Subsidiaries of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”). Section 2.1(c) of the Company Disclosure Schedule also sets forth the number and owner of all outstanding capital stock or other equity securities of each Company Subsidiary, options, warrants, stock appreciation rights, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, shares of any capital stock or other equity securities of such Company Subsidiary, or contracts, commitments, understandings or arrangements by which such Company Subsidiary may become bound to issue additional shares of its capital stock or other equity securities, or options, warrants, scrip, rights to subscribe, calls or commitments for any shares of its capital stock or other equity securities and the identity of the parties to any such agreements or arrangements. All of the outstanding shares of capital stock or other securities evidencing ownership of the Company Subsidiaries are validly issued, fully paid and nonassessable and such shares or other securities are owned by the Company or another Company Subsidiary free and clear of any Lien with respect thereto. Each Company Subsidiary (i) is a duly organized and validly existing corporation, partnership or limited liability company or other legal entity under the Laws of its jurisdiction of organization, (ii) is duly licensed and qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where the conduct of its business requires it to be so qualified (except for jurisdictions in which the failure to be so qualified would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect) and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. A true, correct and complete copy of the Organizational Documents of each Company Subsidiary, as amended and currently in effect, has previously been furnished or made available to Buyer. Except for its interests in the Company Subsidiaries or as set forth in Section 2.1(c) of the Company Disclosure Schedule, the Company does not, as of the date of this Agreement, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

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2.2           Capitalization. The authorized capital stock of the Company consists of 26,250 shares of the Company Common Stock and 1,250 shares of 10% Preferred Stock, having a par value of $39.00 per share. As of the date of this Agreement, there are (i) 25,000 shares of the Company Common Stock issued and outstanding and (ii) no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All of the issued and outstanding shares of the Company Common Stock have been duly authorized and validly issued, are fully paid, non-assessable and free of preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote of the Company are issued or outstanding. Except as disclosed in Section 2.2 of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of the Company, or otherwise obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, or to register under the Securities Act of 1933, as amended (the “Securities Act”), any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company Common Stock or other equity interests of the Company.

2.3           Authority; No Violation.

(a)          The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company. Assuming due authorization, execution and delivery by Buyer and Seller, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)          Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Articles of Incorporation or the Company Bylaws or (ii) assuming that the consents and approvals referred to in Section 2.4 are duly obtained or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any Company Subsidiary or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on a change of control of the Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other instrument or obligation to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties, assets or business activities may be bound or affected, except for, in the case of the immediately preceding clause (B), such violations, conflicts, breaches, defaults or losses of benefits that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

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2.4           Consents and Approvals. Except for (x) the filing of any required applications, filings or notices with or to federal or state banking authorities, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Georgia Department of Banking and Finance (the “GDBF”) and the Florida Office of Financial Regulation (the “FOFR”), and approval of or non-objection to such applications, filings and notices, and (y) such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by the Company or any Company Subsidiary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation of the transactions contemplated hereby. All material third-party consents necessary in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby are set forth in Section 2.4 of the Company Disclosure Schedule.

2.5           Reports. The Company and each Company Subsidiary have filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto (collectively, “Reports”), that they were required to file (or furnish, as applicable) since January 1, 2012 with (i) the Federal Reserve, (ii) the FDIC, (iii) the FOFR and (iv) any other Governmental Entity having jurisdiction over the Company and the Company Subsidiaries (the agencies and authorities identified in clauses (i) through (iii), inclusive, are, collectively, the “Regulatory Agencies”), and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such Report or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. Any such Report regarding the Company filed with or otherwise submitted to any Regulatory Agency complied in all respects with relevant legal requirements, including as to content. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of the Company and the Company Subsidiaries, there is no pending proceeding before, or, to the Knowledge of the Company, examination or investigation by, any Regulatory Agency into the business or operations of the Company or any Company Subsidiary. There are no unresolved violations, criticisms or exceptions by any Regulatory Agency with respect to any Report relating to any examinations of the Company or any Company Subsidiary.

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2.6           Financial Statements.

(a)          The Company has previously made available to Buyer copies of the following financial statements (collectively, the “Company Financial Statements”): (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries for the years ended December 31, 2012 and 2013, and the related unaudited consolidated statements of income for fiscal years 2012 and 2013; (ii) the unaudited consolidated balance sheet (the “Company Balance Sheet” and September 30, 2014, the “Balance Sheet Date”) and consolidated statement of income of the Company and the Company Subsidiaries for the fiscal quarter ended September 30, 2014; (iii) the audited balance sheet of the Bank for the years ended December 31, 2012 and 2013, and the related audited statements of income and cash flow for fiscal years 2012 and 2013; (iv) the unaudited balance sheet (the “Bank Balance Sheet”) and statements of income and cash flow of the Bank for the fiscal quarter ended the Balance Sheet Date; and (v) the call reports of the Company and the Bank for the fiscal years ended December 31, 2012 and 2013 and the fiscal quarter ended the Balance Sheet Date. The Company Financial Statements fairly present in all material respects the results of operations, changes in shareholders’ equity and financial position of the Company and the Company Subsidiaries (on a consolidated basis, as applicable) as of the respective dates or for the respective periods therein set forth and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved, and, in the case of interim financial statements, subject to recurring year-end adjustments normal in nature and amount. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries.

(b)          The Company maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the business of the Company and the Company Subsidiaries. The Company has not received notice of any claim, investigation, examination or proceeding alleging that the Company has engaged in questionable accounting or auditing practices.

(c)          The books and records kept by the Company and any Company Subsidiary are complete and accurate in all material respects and have been maintained in the ordinary course of business and in accordance with applicable Laws and accounting requirements.

(d)          Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement”), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s financial statements.

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2.7           Undisclosed Liabilities. Except for (i) those liabilities that are reflected or reserved against on the Company Balance Sheet or the Bank Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice and that are not and would not be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, and (iii) liabilities disclosed in Section 2.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), whether or not the same would have been required to be reflected on the Company Balance Sheet or the Bank Balance Sheet if it had existed on the Balance Sheet Date.

2.8           Absence of Certain Changes or Events. Since December 31, 2013, (i) the Company and the Company Subsidiaries have, in all material respects, carried on their respective businesses in the ordinary course consistent with their past practices, (ii) the Company has not taken any of the actions that the Company has agreed not to take or permit its Subsidiaries to take from the date hereof through the Closing Date pursuant to Section 5.2 and (iii) there have been no events, circumstances, facts or occurrences that have had, individually or in the aggregate, a Material Adverse Effect.

2.9           Legal Proceedings. Except as set forth in Section 2.9 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to or the subject of any, and there are no outstanding or pending or, to the Knowledge of the Company, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against the Company or any Company Subsidiary. Except as set forth in Section 2.9 of the Company Disclosure Schedule, there is no injunction, order, judgment, decree or regulatory restriction (other than regulatory restrictions of general application that apply to similarly situated companies) imposed upon the Company, any Company Subsidiary or the assets of the Company or any Company Subsidiary.

2.10         Taxes and Tax Returns.

(a)          The Company and each Company Subsidiary has duly and timely filed or caused to be filed (including all applicable extensions) all federal, state, foreign and local Tax Returns required to be filed by it or with respect to it (all such Tax Returns being accurate and complete in all respects) and has duly and timely paid or caused to be paid on its behalf all Taxes required to be paid by it (whether or not shown to be due on such Tax Returns). The Company and each Company Subsidiary has made adequate provision on the Company Balance Sheet or the Bank Balance Sheet, as applicable, for all accrued Taxes not yet due and payable.

(b)          No jurisdiction where the Company and the Company Subsidiaries do not file a Tax Return has made a claim in writing that the Company or any Company Subsidiary is required to file a Tax Return in such jurisdiction.

(c)          No Liens for Taxes exist with respect to any of the assets of the Company and the Company Subsidiaries, except for statutory Liens for Taxes not yet due and payable.

(d)          There are no audits, examinations, disputes or proceedings pending or, to the Knowledge of the Company, threatened with respect to, or claims or assessments asserted or, to the Knowledge of the Company, threatened for, any Taxes of the Company or any Company Subsidiary.

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(e)          There is no waiver or extension of the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax with respect to the Company and any Company Subsidiary, which waiver or extension is in effect.

(f)          All Taxes required to be withheld, collected or deposited by or with respect to the Company and each Company Subsidiary have been timely withheld, collected or deposited, as the case may be, and to the extent required by applicable Law, have been paid to the relevant Governmental Entity. The Company and each Company Subsidiary has complied in all respects with all information reporting and backup withholding provisions of applicable Law, including the collection, review and retention of any required withholding certificates or comparable documents (including with respect to deposits) and any notice received pursuant to Section 3406(a)(1)(B) or (C) of the Internal Revenue Code of 1986, as amended (the “Code”).

(g)          Neither the Company nor any Company Subsidiary has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-4(b)(1).

(h)          Except as disclosed in Section 2.10(h) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to, is bound by or has any obligation under, any Tax sharing, allocation, indemnity or similar agreements or arrangement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person.

(i)          Neither the Company nor any Company Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (ii) has any liability for the Taxes of any Person (other than the Company or any Company Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise.

(j)          Neither the Company nor any Company Subsidiary has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the transactions contemplated in this Agreement are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code.

(k)          Since January 1, 2010, neither the Company nor any Company Subsidiary has been required (or has applied) to include in income any material adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or any Company Subsidiary, and the Internal Revenue Service (“IRS”) has not initiated or proposed any such material adjustment or change in accounting method (including any method for determining reserves for bad debts maintained by the Company or any Company Subsidiary).

(l)          Neither the Company nor any Company Subsidiary has any application pending with any Governmental Entity requesting permission for any changes in accounting method.

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(m)          No rulings, requests for rulings or closing agreements have been entered into with or issued by, or are pending with, any Governmental Entity with respect to the Company or any Company Subsidiary.

2.11         Employee Benefit Plans.

(a)          Section 2.11(a) of the Company Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, welfare, retirement, severance or other compensatory or benefit plans, programs, policies or arrangements, and all retention, bonus, employment, termination, severance or other contracts or agreements to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any current or future obligation, contingent or otherwise, or that are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or independent contractor of the Company or any Company Subsidiary (all such plans, programs, policies, arrangements, contracts or agreements, whether or not listed in Section 2.11(a) of the Company Disclosure Schedule, collectively, the “Company Benefit Plans”). No current or former ERISA Affiliate of the Company maintains or has maintained any employee benefit plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code.

(b)          The Company has delivered or made available to Buyer true, correct and complete copies of the following (as applicable): (i) the written document evidencing each Company Benefit Plan or, with respect to any material such plan that is not in writing, a written description of the material terms thereof, (ii) the annual report (Form 5500), if any, filed with the IRS for the last three (3) plan years, (iii) the most recently received IRS determination letter or opinion letter, if any, relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Company Benefit Plan, (v) the most recent summary plan description, if any, for such Company Benefit Plan (or other descriptions of such Company Benefit Plan provided to employees) and all modifications thereto, (vi) all material correspondence with the Department of Labor or the IRS, (vii) any related trust agreements, insurance contracts or documents of any other funding arrangements relating to a Company Benefit Plan and (viii) documents evidencing discrimination testing or coverage tests performed during the last plan year.

(c)          Each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Neither the Company nor any Company Subsidiary has taken any action within the last five (5) years to take corrective action or make a filing under any voluntary correction program of the IRS, Department of Labor or any other Governmental Entity with respect to any Company Benefit Plan, and neither the Company nor any Company Subsidiary has any knowledge of any material plan defect that would qualify for correction under any such program.

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(d)          To the Knowledge of the Company, each Company Benefit Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code (i) materially complies and, at all times after December 31, 2008, has materially complied, both in form and operation, with the requirements of Section 409A of the Code and the final regulations thereunder and (ii) between January 1, 2005 and December 31, 2008 was operated in good faith compliance with Section 409A of the Code, as determined under applicable guidance of the Department of the Treasury and the IRS.

(e)          Section 2.11(e) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Qualified Plans”). The IRS has issued a favorable opinion letter with respect to each Qualified Plan and the related trust has not been revoked, and there are no existing circumstances and no events have occurred that are likely to adversely affect the qualified status of any Qualified Plan or the related trust. No trust funding any Company Benefit Plan is intended to meet the requirements of Code Section 501(c)(9).

(f)          No Company Benefit Plan is, or has in the past been, subject to Title IV or Section 302 of ERISA or Section 412 of the Code or is or has been at any time during the last six (6) years a “multiemployer plan” within the meaning of Section 4001 (a)(3) of ERISA. No Company Benefit Plan or benefit plan maintained by an ERISA Affiliate of the Company, has had, at any time during the last six (6) years, two or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA. No circumstances exist that could reasonably be expected to result in any Controlled Group Liability or any other liability arising out of an employee benefit plan or arrangement maintained by an ERISA Affiliate of the Company (other than by a Company Subsidiary), in either case, that would be a liability of the Company and the Company Subsidiaries.

(g)          Neither the Company nor any Company Subsidiary sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code or applicable state continuation coverage law. The Company and each Company Subsidiary have reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage, and no representations or commitments, whether or not written, have been made that would limit the Company’s or such Company Subsidiary’s right to amend, terminate or modify any such benefits.

(h)          Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of the Company or any Company Subsidiary, or result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any Company Subsidiary in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code, or otherwise.

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(i)          None of the Company and the Company Subsidiaries nor any of their respective ERISA Affiliates nor any other Person, including any fiduciary, has engaged in any waived “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), that would reasonably be expected to subject any of the Company Benefit Plans or their related trusts, the Company, any Company Subsidiary, any of their respective ERISA Affiliates or any Person that the Company or any Company Subsidiary has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(j)          There are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and, to the Knowledge of the Company, no set of circumstances exists which may give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefits Plans or the assets of any of the trusts under any of the Company Benefit Plans which could reasonably be expected to result in any material liability of the Company or any Company Subsidiary to the Pension Benefit Guaranty Corporation (the “PBGC”), the Department of the Treasury, the Department of Labor, any participant in a Company Benefit Plan or any other party. No Company Benefit Plan is under audit or the subject of an investigation by the IRS, the Department of Labor, the PBGC, the U.S. Securities and Exchange Commission or any other Governmental Entity, nor is any such audit or investigation pending or, to the Knowledge of the Company, threatened.

(k)          There are no Company Benefit Plans subject to the Laws of any jurisdiction outside of the United States for the benefit of employees of the Company or any Company Subsidiary residing outside of the United States.

2.12         Labor Matters.

(a)          There are no agreements with, or pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of the Company or any Company Subsidiary and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances or other labor disputes, other than routine grievance matters, now pending or, to the Knowledge of the Company, threatened against or involving the Company or any Company Subsidiary and there have not been any such labor strikes, work stoppages or other labor troubles, other than routine grievance matters, with respect to the Company or any Company Subsidiary at any time within five (5) years prior to the date of this Agreement.

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(b)          Neither the Company nor any Company Subsidiary is currently or at any time since January 1, 2012 has been a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of the Company and the Company Subsidiaries are in compliance with all applicable state, federal and local Laws relating to labor, employment, termination of employment or similar matters, including Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave and employee terminations, and have not engaged in any unfair labor practices or similar prohibited practices, in each case other than as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There are no complaints, whether internal or external, formal or informal, lawsuits, arbitrations, administrative proceedings or other proceedings of any nature pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary brought by or on behalf of any applicant for employment, any current or former employee, any individual alleging to be a current or former employee, any claimed beneficiary of any current or former employee or applicant for employment, any class of the foregoing or any Governmental Entity, relating to any such Law, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. The Company has delivered or made available to Buyer a copy of all written policies and procedures related to the Company’s and the Company Subsidiaries’ employees and a written description of all material unwritten policies and procedures related to the Company’s and the Company Subsidiaries’ employees.

2.13         Compliance with Applicable Law.

(a)          The Company and each Company Subsidiary and each of their employees hold all licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties and are and have been in compliance with, and are not and have not been in violation of, any applicable Law, except in each case where the failure to hold such license, registration, franchise, certificate, variance, permit or authorization or such noncompliance or violation would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and neither the Company nor any Company Subsidiary has Knowledge of, or has received notice of, any violations of any of the above.

(b)          The Company and each Company Subsidiary have properly administered all accounts for which the Company or any Company Subsidiary acts as a fiduciary, including accounts for which the Company or any Company Subsidiary serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance with the terms of the governing documents and applicable Law in all material respects. None of the Company or any Company Subsidiary, or any director, officer or employee of the Company or any Company Subsidiary, has committed any breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect in all material respects the assets of such fiduciary account.

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(c)          The Company and each insured depository Company Subsidiary is “well-capitalized” (as that term is defined at 12 C.F.R. 225.2(r), 12 C.F.R. 325.103(b)(1) or the relevant regulation of the institution’s primary federal bank regulator) and “well managed” (as that term is defined at 12 C.F.R. 225.2(s) or the relevant regulation of the institution’s primary federal bank regulator), and the institution’s rating under the Community Reinvestment Act of 1997 (“CRA”) is no less than “satisfactory.” Neither the Company nor any Company Subsidiary has been informed that its status as “well-capitalized,” “well managed” or “satisfactory” for CRA purposes will change within one (1) year.

2.14         Material Contracts.

(a)          Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to or bound by, as of the date hereof, any of the following (each contract, arrangement, commitment or understanding of the type described in this Section 2.14(a), whether written or oral and whether or not set forth in the Company Disclosure Schedule is referred to as a “Material Contract”):

(i)          any contract or agreement entered into since January 1, 2012 (and any contract or agreement entered into at any time to the extent that material obligations remain as of the date hereof), other than in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity;

(ii)         any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, involving in excess of $50,000 (including unused availability), in each case, where Company or any Company Subsidiary is a lender, borrower or guarantor other than agreements evidencing deposit liabilities, trade payables and contracts or agreements relating to borrowings entered into in the ordinary course of business;

(iii)        any contract or agreement limiting the freedom of the Company or any Company Subsidiary to engage in any line of business or to compete with any other Person or prohibiting the Company or any Company Subsidiary from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally;

(iv)        any contract or agreement with any Affiliate of the Company or the Company Subsidiaries;

(v)         any agreement of guarantee, support or indemnification by the Company or the Company Subsidiaries or the assumption or endorsement by the Company or the Company Subsidiaries of, or any similar commitment by the Company or the Company Subsidiaries with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business;

(vi)        any alliance, cooperation, joint venture, shareholders’, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary;

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(vii)       any employment agreement with any employee or officer of the Company or any Company Subsidiary;

(viii)      any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement providing for annual payments by the Company or the Company Subsidiaries of more than $50,000;

(ix)         any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of the Company or the Company Subsidiaries;

(x)          any contract or agreement that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision or (D) provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business;

(xi)         any material contract or agreement (A) that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement or (B) with respect to which a termination right, penalty or similar payment or payment acceleration would be triggered by the execution of this Agreement or the consummation of the transactions contemplated hereby;

(xii)        any contract under which the Company or any Company Subsidiary will have an obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation after the date hereof;

(xiii)       any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2014, as applicable, are in excess of $50,000; and

(xiv)      any contract or agreement for the use or purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by the Company or the Company Subsidiaries of $50,000 or more.

(b)          The Company and the Company Subsidiaries have performed in all material respects all of the obligations required to be performed by them and are entitled to all accrued benefits under, and are not alleged or otherwise to the Knowledge of the Company to be in default in respect of, each Material Contract to which the Company or the Company Subsidiaries are a party or by which the Company or the Company Subsidiaries are bound. Each of the Material Contracts is valid and binding on the Company or the applicable Company Subsidiary and in full force and effect, without amendment, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or the Company Subsidiaries or, to the Knowledge of the Company, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Material Contract. True, correct and complete copies of all Material Contracts have been furnished or made available to Buyer.

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2.15         Agreements with Regulatory Agencies. Other than as set forth in Section 2.15 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Company Disclosure Schedule, a “Company Regulatory Agreement”), nor does the Company have Knowledge of any pending or threatened regulatory investigation or other action by any Regulatory Agency or other Governmental Entity that would reasonably be expected to lead to the issuance of any such Company Regulatory Agreement.

2.16         Investment Securities.

(a)          Each of the Company and the Company Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity) free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company or any Company Subsidiary.

(b)          The Company and the Company Subsidiaries employ investment, securities risk management and other policies, practices and procedures which the Company believes are prudent and reasonable in the context of such businesses.

2.17         Derivative Instruments. All Derivative Transactions, whether entered into for the account of the Company or any Company Subsidiary or for the account of a customer of the Company or any Company Subsidiary, were entered into in the ordinary course of business and in accordance with prudent banking practice and applicable Laws and other policies, practices, procedures employed by the Company, as applicable and are legal, valid and binding obligations of the Company or one of their respective Subsidiaries, as applicable, enforceable against it in accordance with their terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law), and are in full force and effect. The Company and the Company Subsidiaries have duly performed in all material respects all of their obligations thereunder to the extent required, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. The financial position of the Company and the Company Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of the Company and such Subsidiaries in accordance with GAAP.

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2.18         Environmental Liability.

(a)          Each of the Company and the Company Subsidiaries, and, to the Company’s Knowledge, any property in which the Company or any Company Subsidiary holds a security interest, is in compliance with all local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (collectively, “Environmental Laws”).

(b)          There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on the Company or any Company Subsidiary, of any liability or obligation arising under any Environmental Law pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary. To the Knowledge of the Company, there is no valid basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(c)          To the Knowledge of the Company, during or prior to the period of (i) the Company’s or any Company Subsidiary’s ownership or operation of any property, (ii) the Company’s or any Company Subsidiary’s participation in the management of any property or (iii) the Company’s or any Company Subsidiary’s holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property.

(d)          The Company is not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2012 assessing the presence of hazardous materials located on any property owned or leased by the Company or any Company Subsidiary that is within the possession or control of the Company and its Affiliates as of the date of this Agreement that has not been delivered to Buyer prior to the date of this Agreement.

2.19         Insurance. To the Knowledge of the Company, the Company and the Company Subsidiaries are insured against such risks and in such amounts as constitute reasonably adequate coverage against all risks customarily insured against by banking institutions and their subsidiaries of comparable size and operations to the Company and the Company Subsidiaries. Section 2.19 of the Company Disclosure Schedule contains a list of all insurance policies applicable and available to the Company and the Company Subsidiaries with respect to its business or that are otherwise maintained by or for the Company or the Company Subsidiaries (the “Company Policies”), and the Company has provided true, correct and complete copies of all such Company Policies to Buyer. There is no claim for coverage by the Company or any Company Subsidiary pending under any of such Company Policies as to which coverage has been questioned in writing, denied or disputed by the underwriters in writing of such Company Policies. Each Company Policy is in full force and effect and all premiums payable by the Company or the Company Subsidiaries have been timely paid, by the Company or the Company Subsidiaries, as applicable. Neither the Company nor any Company Subsidiary has received written notice of any threatened termination of, material premium increase with respect to or material alteration of coverage under any of such Company Policies other than in the ordinary course as contemplated by such Company Policies.

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2.20         Title to Property. The Company and the Company Subsidiaries have good and marketable title in fee simple to all real property owned by any of them and good and valid title to all personal property owned by any of them, in each case free and clear of all Liens except (i) statutory Liens securing payments not yet due (or being contested in good faith and for which adequate reserves have been established), (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Any leased real or personal property of the Company or any Company Subsidiary is held under a valid, subsisting and enforceable lease, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or the Company Subsidiaries or, to the Knowledge of the Company, with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder. None of such leases will be adversely affected by the consummation of the Stock Transaction.

2.21         Intellectual Property.

(a)          The Company and the Company Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens other than statutory Liens securing payments not yet due (or being contested in good faith and for which adequate reserves have been established), all material Intellectual Property used or held for use by the Company and the Company Subsidiaries as of the date hereof (collectively, the “Company Intellectual Property”) in the manner that it is currently used by the Company and the Company Subsidiaries.

(b)          Section 2.21(b) of the Company Disclosure Schedule lists all Company Intellectual Property that is the subject of a registration, issuance or pending application.

(c)          Except as disclosed in Section 2.21(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received written notice from any third party alleging any interference, infringement, misappropriation or violation of any Intellectual Property rights of any third party, and neither the Company nor any Company Subsidiary has interfered in any material respect with, infringed upon, misappropriated or violated any Intellectual Property rights of any third party. To the Knowledge of the Company, no third party has interfered with, infringed upon, misappropriated or violated any Company Intellectual Property. Neither the Company nor any Company Subsidiary licenses to, or has entered into any exclusive agreements relating to any Company Intellectual Property with, third parties, or permits third parties to use any Company Intellectual Property rights. Neither the Company nor any Company Subsidiary owes any royalties or payments to any third party for using or licensing to others any Company Intellectual Property in excess of $25,000 in the aggregate.

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2.22         Broker’s Fees. Neither the Company nor any Company Affiliate has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement, except for Hovde Group, LLC, pursuant to an agreement a copy of which has been previously provided to Buyer. For the avoidance of doubt, any such fees or commissions, including those to Hovde Group, LLC, shall be paid directly by the Company.

2.23         No Investment Adviser. Neither the Company nor any Company Subsidiary serves in a capacity described in Section 9(a) or 9(b) of the Investment Company Act of 1940, as amended, nor acts as an “investment adviser” required to register as such under the Investment Advisers Act of 1940, as amended.

2.24         Loans.

(a)          Each written or oral loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) payable to the Company or the Company Subsidiaries (i) is evidenced by Loan Documentation that is true, genuine and what it purports to be and (ii) to the Knowledge of the Company, represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (each such Person referred to as an “Obligor”) thereunder, and is enforceable against the Obligor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b)          (i) Section 2.24(b) of the Company Disclosure Schedule sets forth a list of all Loans as of the date hereof by the Company and the Company Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company or any Company Subsidiary, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (iii) all such Loans are and were originated in compliance with all applicable Laws.

(c)          Each Loan payable to the Company or the Company Subsidiaries (i) was originated or purchased by the Company or the Company Subsidiaries and its principal balance as shown on the Company’s books and records is true and correct as of the date indicated therein, (ii) contains customary and enforceable (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles) provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor and (iii) complies, and at the time the Loan was originated complied, in all material respects with all applicable requirements of federal, state and local Laws.

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(d)          Each outstanding Loan (including Loans held for resale to investors) payable to the Company or the Company Subsidiaries has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or a Company Subsidiary), and the relevant Loan Documentation is being maintained, in accordance with (i) the Company’s or a Company Subsidiary’s underwriting and servicing standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) to the Knowledge of the Company, customary industry practices and (iii) in all material respects all applicable requirements of federal, state and local Laws. The Loan Documentation with respect to each Loan payable to the Company or the Company Subsidiaries was in compliance in all material respects with applicable Laws at the time of origination or purchase by the Company or the Company Subsidiaries and is complete and correct in all material respects.

(e)          With respect to each Loan payable to the Company or the Company Subsidiaries that is secured, the Company or a Company Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Loan, and each such Lien is assignable and has the priority described in the Loan Documentation (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and except as the availability of equitable remedies may be limited by general principles of equity).

(f)          The allowance for loan losses reflected in the Company Financial Statements was (and will be for periods ended after the Balance Sheet Date) adequate, as of the dates thereof, under GAAP.

(g)          With respect to the Loans held by the Company or any Company Subsidiary, the Company has provided or made available to Buyer the following: (i) all Loans that have been accelerated during the past twelve (12) months; (ii) all Loan commitments or lines of credit which have been terminated during the past twelve (12) months by reason of a default or adverse developments in the condition of the Obligor or other events or circumstances affecting the credit of the Obligor; (iii) all Loans, lines of credit and Loan commitments as to which the Company or any Company Subsidiary has given written notice of its intent to terminate during the past twelve (12) months; (iv) with respect to any commercial Loans (including any commercial real estate Loan) with an outstanding balance in excess of $500,000, all notification letters and other written communications from the Company or any Company Subsidiary to any of its Obligors, customers or other parties during the past twelve (12) months wherein it has requested or demanded that actions be taken to correct existing defaults or facts or circumstances which may become defaults; (v) each Obligor, customer or other party which has notified the Company or any Company Subsidiary during the past twelve (12) months of, or has asserted against the Company or any Company Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company, each Obligor, customer or other party which has given any oral notification of, or orally asserted to or against the Company or any Company Subsidiary, any such claim; (vi) all Loans, (A) that are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that are on non-accrual status, (C) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Obligor thereunder, (D) where a reasonable doubt exists as to the timely future collectability of principal or interest, whether or not interest is still accruing or the Loans are less than ninety (90) days past due, (E) where, during the past year, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the Obligor’s ability to pay in accordance with such initial terms, or (F) where a specific reserve allocation exists in connection therewith; and (vii) all assets classified by the Company or any Company Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

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(h)          Each of the Company and the Company Subsidiaries, as applicable, is approved by and is in good standing: (A) as a supervised mortgagee by the Department of Housing and Urban Development to originate and service Title I FHA mortgage loans; (B) as a GNMA I and II Issuer by Ginnie Mae; (C) by the Department of Veteran’s Affairs (“VA”) to originate and service VA loans; and (D) as seller/servicer by Fannie Mae and Freddie Mac to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an “Agency” and, collectively, the “Agencies”).

(i)          Neither the Company nor any Company Subsidiary is now or has ever been subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Agency or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer Loans. Neither the Company nor any Company Subsidiary has received any notice, nor does it have any reason to believe as of the date of this Agreement, that any Agency proposes to limit or terminate the underwriting authority of the Company or any Company Subsidiary or to increase the guarantee fees payable to any such Agency.

(j)          Each of the Company and the Company Subsidiaries is in compliance in all material respects with all applicable federal, state and local Laws, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all Agency and other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer Loans.

(k)          To the Knowledge of the Company, each Loan included in a pool of Loans originated, acquired or serviced by the Company or any Company Subsidiary (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, except where the time for certification or recertification has not yet expired. To the Knowledge of the Company, no Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors.

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2.25         Transactions with Affiliates. Except as set forth in Section 2.25 of the Company Disclosure Schedule, there are no agreements, contracts, plans, arrangements or other transactions between the Company or any Company Subsidiary, on the one hand, and any (i) officer or director of the Company or any Company Subsidiary, (ii) record or beneficial owner of five percent (5%) or more of the voting securities of the Company or any Company Subsidiary, (iii) Affiliate or family member of any such officer, director or record or beneficial owner or (iv) any other Affiliate of the Company, on the other hand, except those of a type available to non-Affiliates of the Company generally, compensation or benefit arrangements with officers and directors or as set forth in Section 2.24(b) of the Company Disclosure Schedule.

2.26         State Takeover Laws. The board of directors of the Company has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in any applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” law.

2.27         Approvals. As of the date of this Agreement, the Company knows of no reason why all regulatory approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis.

2.28         Company Information. The representations and warranties of the Company in this Article 2 do not, and the information relating to the Company and the Company Subsidiaries that is provided by the Company, the Company Subsidiaries or any officer, director, employee, agent or investment banker, financial advisor, attorney, accountant or other retained representative or agent thereof for inclusion in any application, notification or other document filed with any Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1           Authority; No Violation.

(a)          Seller has the requisite power and authority and is competent, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Stock Purchase, have been duly authorized by all necessary action on the part of Seller, and no other action or proceeding on the part of Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller. Assuming due authorization, execution and delivery by Buyer and the Company, this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. If Seller is married and Seller’s Company Common Stock constitutes community property or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, the execution, delivery and performance of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by, and, assuming the due authorization, execution and delivery by Buyer and the Company, constitute legal, valid and binding obligations of Seller’s spouse, enforceable against such spouse in accordance with their terms.

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(b)          Neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby, nor compliance by Seller with any of the terms or provisions hereof, will (i) violate any provision of the Company Articles of Incorporation or the Company Bylaws, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Seller or any of Seller’s properties or assets or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the properties or assets of Seller under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties, assets or business activities may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults or the loss of benefits which, either individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby or otherwise prevent Seller from performing, or cause Seller to materially delay their performance of, Seller’s obligations under this Agreement.

3.2           Governmental Consents and Approvals. Except as contemplated by the first sentence of Section 2.4, the execution, delivery and performance of this Agreement by Seller does not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Entity.

3.3           Title to the Company Common Stock. Seller is, and as of the Closing will be, the record and beneficial owner of the Shares, free and clear of all Liens. Upon transfer of the Shares to Buyer at the Closing in accordance with Article 1, Buyer will receive good and marketable title thereto, free and clear of all Liens.

3.4           Broker’s Fees. Seller has not employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement. The Company has retained Hovde Group, LLC pursuant to an agreement a copy of which has been previously provided to Buyer. For the avoidance of doubt, any such fees or commissions, including those to Hovde Group, LLC, shall be paid directly by the Company.

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3.5           Investment Decision. Seller has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement and to sell the Company Common Stock owned by Seller to Buyer on the basis of such analysis. Seller has such knowledge and experience in business and financial matters to enable Seller to understand and evaluate this Agreement and form an investment decision with respect thereto.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1           Corporate Organization. Buyer is duly organized, validly existing and in good standing under the Laws of the State of Georgia and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2           Authority; No Violation.

(a)          Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the part of Buyer. No other corporate proceedings on the part of Buyer are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer. Assuming due authorization, execution and delivery by the Company and Seller, this Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)          Neither the execution and delivery of this Agreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby, nor compliance by Buyer with any of the terms or provisions hereof, will (i) violate any provision of the articles of incorporation or bylaws of Buyer or (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other instrument or obligation to which Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties, assets or business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to, either individually or in the aggregate, have a Buyer Material Adverse Effect.

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4.3           Consents and Approvals. Except for the regulatory approvals described in Section 2.4 and such other filings and reports as required pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, no consents, approvals or authorizations of or filings or registrations with any Governmental Entity, or of or with any third party, are required to be made or obtained by Buyer or any of its Subsidiaries in connection with (i) the execution and delivery by Buyer of this Agreement or (ii) the consummation by Buyer of the transactions contemplated hereby, except for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Buyer Material Adverse Effect.

4.4           Legal Proceedings. Neither Buyer nor any of its Subsidiaries is a party to any, and there are no pending or, to the actual knowledge of Buyer, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Buyer or any of its Subsidiaries that would reasonably be expected to, individually or in the aggregate, have a Buyer Material Adverse Effect or materially delay the occurrence or receipt of any Regulatory Approvals. There is no injunction, order, judgment or decree imposed upon Buyer that would reasonably be expected to, individually or in the aggregate, have a Buyer Material Adverse Effect.

4.5           Investment Intention. Buyer is acquiring the Company Common Stock solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act, or any applicable state securities laws. Buyer acknowledges that the Company Common Stock is not registered under the Securities Act or any applicable state securities laws and that such Company Common Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws as applicable.

4.6           Broker’s Fees. Except for Sandler O’Neill & Partners, L.P., neither Buyer nor any of its Subsidiaries has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

4.7           Investment Decision. Buyer has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement and to buy the Company Common Stock owned by Seller on the basis of such analysis. Buyer has such knowledge and experience in business and financial matters to enable Buyer to understand and evaluate this Agreement and form an investment decision with respect thereto.

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4.8           No Financing. Buyer has, and at the Closing will have, access to sufficient funds available to make all payments required to consummate the transactions contemplated by this Agreement.

4.9           Regulatory Profile and CRA. Buyer and each insured depository Subsidiary of Buyer is “well-capitalized” (as that term is defined at 12 C.F.R. 225.2(r), 12 C.F.R. 325.103(b)(1) or the relevant regulation of the institution’s primary federal bank regulator) and “well managed” (as that term is defined at 12 C.F.R. 225.2(s) or the relevant regulation of the institution’s primary federal regulator), and the institution’s rating under the CRA is not less than “satisfactory.” Neither Buyer nor any Subsidiary of Buyer has been informed that its status as “well-capitalized,” “well managed” or “satisfactory” for CRA purposes will change within one (1) year.

4.10         Approvals. As of the date of this Agreement, Buyer knows of no reason why all regulatory approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis.

4.11         Agreements with Regulatory Agencies. Neither Buyer nor any Subsidiary of Buyer is subject to any cease-and-desist or other order or enforcement action issued, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, a “Buyer Regulatory Agreement”), nor does Buyer have actual knowledge of any pending or threatened regulatory investigation or other action by any Regulatory Agency or other Governmental Entity that would reasonably be expected to lead to the issuance of any such Buyer Regulatory Agreement.

ARTICLE 5
COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1           Conduct of Business of the Company Prior to the Closing Date. During the period from the date of this Agreement to the Closing Date, except as expressly contemplated or permitted by this Agreement, Seller shall cause the Company and each Company Subsidiary to, and the Company shall and shall cause each Company Subsidiary to, (a) conduct its business in the usual, regular and ordinary course consistent with past practice, (b) use reasonable best efforts to maintain and preserve intact its business organization, its rights, franchises and other authorizations issued by Governmental Entities and its current relationships with its customers, regulators, employees and other Persons with which it has business or other relationships and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Seller, the Company or Buyer to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby.

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5.2           Forbearances of the Company. Except as set forth in Section 5.2 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Closing Date, except as expressly required by this Agreement, Seller shall not permit the Company or any Company Subsidiary to do, and the Company shall not and shall not permit any Company Subsidiary to do, any of the following, without the prior written consent of Buyer:

(a)          create or incur any indebtedness for borrowed money (other than acceptance of deposits, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business consistent with past practice, including with respect to prices, terms and conditions), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;

(b)          (i) adjust, split, combine or reclassify any capital stock or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for dividends paid in the ordinary course of business by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any stock appreciation rights, restricted stock units or other equity-based compensation or grant to any Person any right to acquire any shares of its capital stock, (iv) issue or commit to issue any additional shares of capital stock of the Company or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Company Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock;

(c)          sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly owned Company Subsidiary, except subject to paragraph (k) of this Section 5.2, sales of Loans and sales of investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company;

(d)          (i) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person;

(e)          except as required under applicable Law or the terms of any Company Benefit Plan existing as of the date hereof, (i) increase in any manner the compensation or benefits of any of the current or former directors, officers or employees of the Company or the Company Subsidiaries, (ii) pay or commit to pay any amounts not otherwise due to any of the current or former directors, officers or employees of the Company or the Company Subsidiaries, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any employee benefit plan or agreement or employment agreement with or for the benefit of any of the current or former directors, officers or employees of the Company or the Company Subsidiaries (or newly hired employees), (iv) accelerate the vesting or payment or cause to be funded or otherwise secure the payment of any compensation or benefits, (v) amend, extend, renew or enter into any Company Benefit Plan or make any material determinations not in the ordinary course of business consistent with past practice under any Company Benefit Plan, (vi) hire any employee who would have (in the case of employees to be hired) target total compensation of $50,000 or more or (vii) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP;

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(f)          (i) settle any claim, action or proceeding other than claims, actions or proceedings in the ordinary course of business consistent with past practice involving solely money damages not in excess of $25,000 individually or $75,000 in the aggregate, or waive, compromise, assign, cancel or release any material rights or claims or (ii) agree or consent to the issuance of any injunction, decree, order or judgment restricting or otherwise affecting its business or operations;

(g)          pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than, subject to paragraph (f) of this Section 5.2, the payment, discharge or satisfaction of any other liabilities in the ordinary course of business and consistent with past practice;

(h)          (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP, or (ii) except as may be required by GAAP and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing off notes or accounts receivable;

(i)          make, change or revoke any Tax election, change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, enter into any closing agreement with respect to Taxes, settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of Taxes;

(j)          adopt or implement any amendment to any of its Organizational Documents;

(k)          materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in any mortgage-backed or mortgage-related securities which would be considered “high-risk” securities under applicable regulatory pronouncements;

(l)          enter into, modify, amend or terminate any contract of the sort required to be disclosed pursuant to Section 2.14, other than in the ordinary course of business consistent with past practice; provided, however, that in no event shall Company or any Company Subsidiary enter into, modify, amend or terminate any contract of the sort required to be disclosed pursuant to Section 2.14(a)(iii), (iv), (vi), (ix), (x), (xi) or (xii) or that calls for aggregate annual payments of $75,000 or more;

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(m)          change in any material respect the credit policies or collateral eligibility requirements and standards of the Company and the Bank or otherwise make any material changes in the Company’s and the Bank’s policies concerning loan underwriting or which classes of Persons may approve loans, or fail to comply with such policies;

(n)          fail to use reasonable best efforts to take any action that is required by a Company Regulatory Agreement, or take any action that violates a Company Regulatory Agreement;

(o)          except as required by applicable law, regulation or policies imposed by any Governmental Entity, enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans;

(p)          permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of the Company or any Company Subsidiary;

(q)          purchase any fixed assets (by installment purchase, capital lease, synthetic lease or otherwise) where the amount paid or committed thereof is in excess of $25,000 individually or $50,000 in the aggregate, except for emergency repairs or replacements.

(r)          develop, market or implement any new line of business;

(s)          issue any broadly distributed communication of a general nature to customers, except as required by Law or for communications in the ordinary course of business consistent with past practice that do not relate to the Stock Purchase or other transactions contemplated hereby;

(t)          take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article 7 not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; or

(u)          agree to, or make any commitment to, take, or adopt any resolutions of board of directors of the Company in support of, any of the actions prohibited by this Section 5.2.

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ARTICLE 6
ADDITIONAL AGREEMENTS

6.1           Efforts and Actions to Cause the Closing to Occur.

(a)          Each of the parties hereto shall, and shall cause their Subsidiaries, as applicable, to, use their respective reasonable best efforts to (i) take promptly, or cause to be taken promptly, and assist and cooperate with the other party in taking promptly, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article 7, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of the Company or the Company Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly prepare and file within thirty (30) days following the date of this Agreement all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Each of the parties hereto shall promptly use their respective reasonable best efforts to respond to any inquiry from any Governmental Entities in the context of such Governmental Entities’ processing of any application for approval or otherwise and to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Buyer be required, and Seller, the Company and the Company Subsidiaries shall not be permitted (without Buyer’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Buyer, the Company or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would be, or would be reasonably likely to be, individually or in the aggregate, material either to Buyer or to the Company and the Company Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, however, that if requested by Buyer, then Seller, the Company and the Company Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller or the Company and the Company Subsidiaries, as applicable, only in the event the Closing occurs.

(b)          Subject to Section 6.1(a) and applicable Laws relating to the exchange of information, each of the parties hereto shall, upon request, furnish each other party with all information concerning Buyer, Seller, the Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of the parties hereto or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Each of the parties hereto shall have the right to review in advance and, to the extent practicable, each will consult the others on, in each case subject to applicable Laws relating to the exchange of information, information relating to Seller, the Company or Buyer, as the case may be, and any of their respective Subsidiaries, directors, officers and shareholders that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.

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(c)          Subject to applicable Law, each of the parties hereto shall keep each other party apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law, each of the parties agrees to (i) promptly furnish the other with copies of notices or other communications received by such party or any of its Subsidiaries (or written summaries of material communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) provide the other reasonable opportunity to review in advance, and accept the reasonable comments of the other in connection with, any proposed communication to, including any filings with, any Governmental Entity and (iii) consider in good faith the other’s views with respect to, and confer in good faith with the other to resolve, any disagreement as to strategy with respect to any communication by the filing party or any of its Subsidiaries with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. Seller and the Company agree not to, and agree to cause each Company Subsidiary not to, participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated hereby unless it consults with Buyer in advance and, to the extent not prohibited by applicable Law or such Governmental Entity, gives Buyer the opportunity to attend and participate. Any such disclosures or rights to participate may be made on an outside counsel-only basis to the extent required under applicable Law. Without limiting the generality of the foregoing, subject to applicable Law, Buyer agrees to use reasonable best efforts to consult in good faith with the Company in connection with any proposed communication to, including any filings with, any Governmental Entity to the extent relating to the transactions contemplated by this Agreement.

6.2           Access to Information and Records.

(a)          During the period prior to the Closing, the Company shall, and Seller shall cause the Company to, give Buyer and its counsel, accountants and other representatives: (i) access to all of the properties, books, records, contracts and documents of the Company and the Company Subsidiaries for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Company and Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Company and the Company Subsidiaries as Buyer may reasonably request); (ii) reasonable access to employees, agents and representatives for the purposes of such meetings and communications as Buyer requests; and (iii) reasonable access to vendors, customers and others having business dealings with the Company or the Company Subsidiaries.

(b)          Seller agrees that, following the Closing Date, it shall not disclose to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of the Company or the Company Subsidiaries; provided, however, that this Section 6.2(b) shall not preclude Seller from use or disclosure of such information (i) if use or disclosure of such information is required by applicable Law, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving Seller or (iii) such information is readily ascertainable from public information; provided, further, that in the case of clauses (i) and (ii), Seller shall provide Buyer, to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewith.

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6.3           Public Disclosure. The Company and Buyer will consult with and provide each other the reasonable opportunity to review and comment upon any press release or other public (or non-confidential) statement or comment prior to the issuance of such press release or such other statement or comment relating to this Agreement or the transactions contemplated hereby.

6.4           Employee Benefit Matters.

(a)          From the Closing Date through the first anniversary thereof, Buyer shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are employed by the Company and the Company Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Buyer or its Subsidiaries (other than the Company and the Company Subsidiaries), as applicable; provided, however, that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Buyer or its Subsidiaries; and (ii) until such time as Buyer shall cause Covered Employees to participate in the employee benefit plans and receive compensation opportunities that are made available to similarly situated employees of Buyer or its Subsidiaries (other than the Company and the Company Subsidiaries), a Covered Employee’s continued participation in employee benefit plans, and continued opportunity to be eligible for compensation under the plans, of the Company and the Company Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in any different Buyer plans may commence at different times).

(b)          To the extent that a Covered Employee becomes eligible to participate in an employee benefit plan maintained by Buyer or any of its Subsidiaries (other than the Company and the Company Subsidiaries), Buyer shall cause such employee benefit plan to recognize the service of such Covered Employee with the Company or the Company Subsidiaries for purposes of eligibility, participation, vesting and, except with respect to any defined benefit pension plan or retiree welfare plan, benefit accrual or levels of pay credits under such employee benefit plan of Buyer or any of its Subsidiaries, to the same extent such service was recognized immediately prior to the Closing under a corresponding Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing; provided, however, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service and (ii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Buyer and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any health care plan of Buyer or any of its Subsidiaries (other than the Company and the Company Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyer shall use commercially reasonable efforts to (A) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing, and (B) recognize any health care expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health plan of Buyer or any of its Subsidiaries.

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(c)          Without limiting the generality of Section 10.10, the provisions of this Section 6.4 are solely for the benefit of the parties hereto, and no current or former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement be deemed to (i) establish, amend or modify any Company Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Buyer, the Company or any of their respective Affiliates; (ii) alter or limit the ability of Buyer or any of its Subsidiaries (including, after the Closing Date, the Company and the Company Subsidiaries) to amend, modify or terminate any Company Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director or consultant any right to employment or continued employment or continued service with Buyer or any of its Subsidiaries (including, following the Closing Date, the Company and the Company Subsidiaries), or constitute or create an employment agreement with any employee.

(d)          At or prior to the Closing, the Company shall cause to be terminated all deferred compensation agreements and arrangements between the Bank and its employees and all amounts to be paid to such employees in accordance with the terms and conditions of such deferred compensation agreements and arrangements.

(e)          Following the Closing, Buyer shall provide to employees of the Bank whose service is not continued with Buyer outplacement services for up to ninety (90) days in connection with the assistance to such individuals in securing alternative employment arrangements.

6.5           Further Assurances. Subject to the terms and conditions of this Agreement, Seller, the Company and Buyer agree to cooperate fully with each other and to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Stock Purchase and the other transactions contemplated by this Agreement. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, Seller and the proper officers and directors of the Company and Buyer and their respective Subsidiaries shall, at Buyer’s sole expense, take all such necessary action as may be reasonably requested by Buyer.

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6.6           No Solicitation. Until such time, if any, as this Agreement is terminated pursuant to Article 8, Seller will not, and will not permit any of Seller’s Affiliates or any of their respective directors, officers, managers, employees, agents, advisors and other representatives to, and will cause the Company and each of its directors, officers, managers, employees, agents, advisors and other representatives not to, directly or indirectly, solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with or provide any non-public information to, any Person (other than Buyer) relating to any transaction involving the sale or other transfer or disposition of the business, securities or assets (other than in the ordinary course of business consistent with past practice) of the Company or any Company Subsidiary, including any of the Company Common Stock, or any merger, consolidation, business combination or similar transaction involving Company or any Company Subsidiary, or enter into any agreement, including a letter of intent, with respect to any such transaction with any Person. Seller will immediately cease and cause to be terminated and shall cause Seller’s Affiliates, and their respective directors, officers, managers, employees, agents, advisors and other representatives to cease and terminate, all existing discussions or negotiations with any Person (other than Buyer) that could lead to any proposal regarding any such transaction. Seller and the Company shall promptly (and in any event within one (1) Business Day after receipt thereof by Seller or the Company or their representatives or advisors) notify Buyer of any such proposal or any inquiry (or of any amendment to any prior proposal or inquiry) relating to a possible transaction described above, including the material terms of such proposal or inquiry and the identity of the Person(s) making such proposal or inquiry.

6.7           Employee Non-Solicitation. Seller agrees that, for a period commencing on the Closing Date and expiring on the date that is five (5) years following the Closing Date, Seller will not, and will not permit any of Seller’s Affiliates or any of their respective directors, officers, managers, employees, agents, advisors or other representatives to, directly or indirectly, in each case on its own behalf or for the benefit of any other Person, solicit, induce, encourage or attempt to persuade any Person who is (or was at any time during the six (6) months prior to the Closing Date) an employee of the Company or any Company Subsidiary (other than G. Thomas Mallini) to terminate his or her relationship with Buyer or any of its Subsidiaries (including, for the avoidance of doubt, the Company and the Company Subsidiaries); provided, however, that Seller and Seller’s Affiliates shall not be precluded from engaging in general or public solicitations or advertising not targeted at any such employees that are the subject of this Section 6.7 or hiring any Person whose employment with Buyer was terminated by Buyer.

6.8           Directors’ and Officers’ Indemnification.

(a)          For a period of six (6) years after the Closing Date, Buyer shall indemnify each director and officer of the Company and its Subsidiaries (each, an “Indemnified Company Representative”) against all liabilities arising out of actions or omissions of such Persons in the course of performing their duties for the Company and its Subsidiaries occurring upon or prior to the Closing Date (including the transactions contemplated by this Agreement) to the extent permitted under the Florida Business Corporation Act (except for any liability, obligation or litigation relating to any claim by or on behalf of Seller). The rights of Buyer to indemnification under Article 9 shall not in any way be diminished or impaired by the provisions of this Section 6.8.

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(b)          Any Indemnified Company Representative wishing to claim indemnification under Section 6.8(a) above, upon learning of any such liability or litigation, shall promptly notify Buyer thereof; provided, however, that the failure to so notify Buyer shall not affect the obligation of Buyer under Section 6.8(a) unless, and only to the extent that, Buyer is actually and materially prejudiced in the defense of such claim as a consequence. In the event of any claim or litigation that may give rise to indemnity obligations on the part of Buyer (whether arising before or after the Closing Date), Buyer shall have the right to assume the defense thereof and Buyer shall not be liable to such Indemnified Company Representative for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Company Representative in connection with the defense thereof, except that if Buyer elects not to assume such defense or counsel for the Indemnified Company Representative advises that there are substantive issues which raise conflicts of interest between Buyer and the Indemnified Company Representative under the rules of professional ethics, the Indemnified Company Representative may retain counsel satisfactory to him or her, and Buyer shall pay all reasonable fees and expenses of such counsel for the Indemnified Company Representative; provided, however, that (i) Buyer shall be obligated to pay for only one firm of counsel for all Indemnified Company Representatives in any jurisdiction, (ii) all Indemnified Company Representatives will cooperate in the defense of any such Litigation and (iii) Buyer shall not be liable for any settlement effected without its prior written consent (which shall not be unreasonably withheld); and provided further, that Buyer shall not have any obligation under Section 6.8(a) to the extent such arrangements are prohibited by applicable Law.

(c)          For a period of six (6) years following the Closing Date, Buyer will use its commercially reasonable efforts to provide director’s and officer’s liability insurance (“D&O Insurance”) that serves to reimburse the present and former officers and directors of the Company and its Subsidiaries (determined as of the Closing Date) with respect to claims against such directors and officers arising from facts or events occurring before the Closing Date (including the transactions contemplated hereby), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Company Representative, as the coverage currently provided by the Company as of the date of this Agreement; provided, however, that (i) if Buyer is unable to maintain or obtain the insurance called for by this Section 6.8(c), then Buyer will provide as much comparable insurance as is reasonably available, (ii) officers and directors of the Company or its Subsidiaries may be required to make application and provide customary representations and warranties to the carrier of the D&O Insurance for the purpose of obtaining such insurance, and (iii) in satisfaction of its obligations under this Section 6.8(c), Buyer may require the Company to purchase, prior to but effective as of the Closing Date, tail insurance providing such coverage prior to the Closing. Whether or not Buyer or the Company shall procure such coverage, in no event shall Buyer be required to expend, or the Company expend, for such tail insurance more than one hundred fifty percent (150%) of the annual cost currently expended by the Company with respect to such insurance (the “Maximum D&O Tail Premium”). If the cost of such tail insurance exceeds the Maximum D&O Tail Premium, then the Company or Buyer, as applicable, shall obtain tail insurance coverage or a separate tail insurance policy with the greatest coverage available for a cost not exceeding the Maximum D&O Tail Premium.

(d)          If Buyer or any of its successors and assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its property and assets to any individual, corporation or other entity, then, in each such case, proper provision shall be made so that the successors and assigns of Buyer and its Subsidiaries shall assume the obligations set forth in this Section 6.8. The provisions of this Section 6.8 shall survive the Closing Date and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Company Representative and his or her heirs and representatives.

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ARTICLE 7

CONDITIONS PRECEDENT

7.1           Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of Buyer and Seller to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a)          Regulatory Approvals. All Regulatory Approvals shall have been obtained and shall remain in full force and effect or, in the case of waiting periods, shall have expired or been terminated (and, in the case of the obligation of Buyer to effect the Closing, no such Regulatory Approval shall contain or shall have resulted in, or would reasonably be expected to result in, the imposition of any Materially Burdensome Regulatory Condition).

(b)          No Injunctions or Restraints; Illegality. No order, injunction, decree or judgment issued by any court or governmental body or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Stock Purchase or the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal consummation of the Stock Purchase.

7.2           Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing is also subject to the satisfaction or waiver by Buyer at or prior to the Closing of the following conditions:

(a)          Representations and Warranties. (i) Each of the representations and warranties of the Company or Seller, as applicable, set forth in Sections 2.1, 2.2, 2.3(a), 2.3(b)(i), 2.8(iii), 2.22, 3.1(a), 3.1(b)(i), 3.3 and 3.4 of the Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date) and (ii) each of the other representations and warranties of the Company or Seller, as applicable, set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), except in the case of the foregoing clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

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(b)          Performance of Obligations of Seller and the Company. Seller and the Company shall have performed in all material respects each of the obligations required to be performed by them under this Agreement at or prior to the Closing.

(c)          Officer’s Certificate. Buyer shall have received a certificate signed by Seller and by the Chief Executive Officer or Chief Financial Officer of the Company on behalf of the Company stating that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied.

7.3           Conditions to Obligations of Seller. The obligation of Seller to effect the Closing is also subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions:

(a)          Representations and Warranties. Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), except where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Buyer Material Adverse Effect.

(b)          Performance of Obligations of Buyer. Buyer shall have performed in all material respects each of the obligations required to be performed by it under this Agreement at or prior to the Closing.

(c)          Officer’s Certificate. Seller shall have received a certificate signed by the Chief Executive Officer or Chief Financial Officer of Buyer on behalf of Buyer stating that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied.

ARTICLE 8
TERMINATION AND AMENDMENT

8.1           Termination. This Agreement may be terminated at any time prior to the Closing:

(a)          by the mutual written consent of Seller and Buyer;

(b)          by either Seller or Buyer, if the Closing shall not have occurred on or before the End Date; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c)          by either Seller or Buyer, if any approval required to be obtained pursuant to Section 7.1(a) has not been received by August 31, 2015 or has been denied by the relevant Governmental Entity and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final, nonappealable injunction permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

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(d)          by Seller, if Buyer has breached or is in breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement in any respect, which breach would, individually or together with all such other then uncured breaches by Buyer, constitute grounds for the conditions set forth in Section 7.3(a) or 7.3(b) not to be satisfied on the Closing Date and such breach is not cured within thirty (30) days after written notice thereof to Buyer or by its nature or timing cannot be cured within such time period;

(e)          by Buyer, if Seller or the Company has breached or is in breach of any representation, warranty, covenant or agreement on the part of Seller or the Company contained in this Agreement in any respect, which breach would, individually or together with all such other then uncured breaches by Seller and the Company, constitute grounds for the conditions set forth in Section 7.2(a) or 7.2(b) not to be satisfied on the Closing Date and such breach is not cured within thirty (30) days after written notice thereof to Seller and the Company or by its nature or timing cannot be cured within such time period; or

(f)          by Buyer, if Seller or the Company have failed to comply in all material respects with their obligations under Section 6.6.

8.2           Effect of Termination. In the event of termination of this Agreement pursuant to this Article 8, no party to this Agreement shall have any liability or further obligation hereunder to the other party hereto, except that (i) Section 6.3 (Public Disclosure), this Article 8 and Article 10 shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary in this Agreement, termination will not relieve a breaching party from liability for any willful and material breach of any provision of this Agreement.

8.3           Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. Notwithstanding the foregoing, if any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, court costs, and all expenses incurred in that proceeding, in addition to any other relief in which such party or parties may be entitled.

8.4           Amendment. Subject to compliance with applicable Law, this Agreement may be amended by an instrument in writing signed on behalf of Buyer, Seller and the Company.

8.5           Extension; Waiver. Any term, condition or provision of this Agreement may be waived to the extent permitted by Law at any time by the party which is entitled to the benefits thereof. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach under this Agreement. No such waiver shall be effective unless made in writing and signed by the party to be bound thereby. Any failure to assert, or delay in the assertion of, rights under this Agreement shall not constitute a waiver of those rights.

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ARTICLE 9
INDEMNIFICATION

9.1           Indemnification of Buyer.

(a)          Subject to the other provisions of this Article 9, from and after the Closing Date, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective past, present and future directors, officers, employees, shareholders, members, partners, agents, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) from and against, and reimburse any Buyer Indemnitee for claims, costs, expenses, losses, damages, liabilities, awards, judgments, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation) (“Damages”) that such Buyer Indemnitee may suffer or incur, or become subject to, relating to, resulting from or arising out of any of the following (without duplication):

(i)          the breach of any representations or warranties made by the Company in Section 2.22 or by Seller in Sections 3.1, 3.2, 3.3 or 3.4 (collectively, the “Fundamental Representations”), in each case as of the date hereof or as of the Closing Date as though made at and as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such date); or

(ii)         any proceeding against Buyer by any holder or purported holder of the Company Common Stock or other securities of the Company, in their capacity as such, to the extent based on facts or circumstances occurring at any time before the Closing (but not including any such proceedings relating to the enforcement of rights hereunder).

(b)          Notwithstanding any other provision to the contrary, Buyer acknowledges and agrees as follows: (i) the aggregate amount of all Damages to which the Buyer Indemnitees may be entitled pursuant to Section 9.1(a) shall not exceed an amount equal to the Purchase Price; provided, however, that the foregoing limitation shall in no way apply to indemnification claims for Damages arising from fraud, intentional misrepresentation or willful misconduct to the extent such claims relate to the Fundamental Representations; and (ii) Seller shall not be required to indemnify any Buyer Indemnitee or reimburse any Buyer Indemnitee for any Damages pursuant to Section 9.1(a) unless such Damages calculated on a cumulative basis exceed $500,000 (and then only to the extent of such excess amount, subject to the immediately preceding clause (i)).

9.2           Notice of Claims; Third-Party Claims.

(a)          A Buyer Indemnitee that may be entitled to be indemnified under this Article 9 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any event, occurrence, matter or pending or threatened suit, claim or demand (each, an “Action”) that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened Action asserted by a third party against any Indemnified Party, such Action being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Action; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 9 except to the extent (if any) that the Indemnifying Party is actually materially prejudiced by such failure.

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(b)          The Indemnifying Party shall be entitled to control the defense of all Third-Party Claims only to the extent the Indemnifying Party diligently pursues such defense. Notwithstanding the foregoing, if (i) within twenty (20) days of receipt of the notice in respect of a Third-Party Claim as contemplated by Section 9.2(a), the Indemnifying Party does not elect in writing to defend a Third-Party Claim, (ii) both the Indemnifying Party and any Indemnified Party are parties to or subjects of such Third-Party Claim and conflicts of interests exist between the Indemnifying Party and such Indemnified Party or (iii) the Third-Party Claim is reasonably likely to establish a precedential custom or practice that is detrimental to the continuing business interests of the Indemnified Party, Buyer may, at its option, defend, settle or otherwise compromise or pay such Third-Party Claim; provided, however, that, Buyer shall not settle, compromise or discharge, or admit any liability with respect to, any Third-Party Claim that is indemnifiable under Article 9 without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that such consent of Seller shall be deemed to be unreasonably withheld, conditioned or delayed if the Third-Party Claim would reasonably be expected to have a material and adverse effect on the operations of the businesses of Buyer and its Subsidiaries and in Buyer’s good faith judgment the terms of such settlement, compromise, discharge or admission of liability with respect to such Third-Party Claim are commercially reasonable. Without limiting the Indemnifying Party’s obligations hereunder, and notwithstanding Section 9.2(c), unless and until the Indemnifying Party makes an election in accordance with this Section 9.2(b) to defend such Third-Party Claim, all of the Indemnified Party’s reasonable out-of-pocket costs and expenses arising out of the defense, settlement or compromise of such Third-Party Claim shall be promptly reimbursed by the Indemnifying Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such Action, to the extent not resulting in any waiver of attorney-client privilege or violation of any applicable Law. In addition, the parties hereto shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third-Party Claim. If the Indemnifying Party elects to defend any such Third-Party Claim in accordance with this Section 9.2(b), then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice, at such Indemnified Party’s sole cost and expense. No Indemnifying Party shall agree to settle or compromise any Third-Party Claim pursuant to this Section 9.2(b) without the prior written consent of the Indemnified Party unless such compromise or settlement provides for a full and complete written release of the Indemnified Party and relates solely to monetary damages for which the Indemnified Party is fully indemnified hereunder.

(c)          Subject to the third sentence of Section 9.2(b), all amounts owed by the Indemnifying Party to the Indemnified Party (if any) shall be paid in full within five (5) Business Days after a final judgment (without further right of appeal) determining the amount owed is rendered, or after a final settlement or agreement as to the amount owed is executed.

39

(d)          No indemnification or reimbursement payment shall be made hereunder unless a claim is initiated (or notice given) prior to the expiration of the applicable survival period set forth in Section 10.1.

9.3           Insurance Proceeds; Tax Benefits. With respect to each indemnification obligation contained in this Article 9, all Damages shall be (a) net of any third-party insurance proceeds that have been actually recovered by the Buyer Indemnitee(s) in connection with the facts giving rise to the right of indemnification, (b) reduced by any other compensatory payment actually received by Buyer or the Company from any other third party by way of subrogation, indemnification, guarantee or similar mechanism that is based on the same claim (net of costs and expenses necessary to actually receive any such payment) and (c) net of any Tax benefit actually realized by Buyer or the Company in cash, credit or a reduction in taxes otherwise payable in connection with such claim.

9.4           No Consequential Damages, etc. Notwithstanding any other provision of this Agreement to the contrary, other than any Damages arising from fraud, intentional misrepresentation or willful misconduct, in no event shall the Indemnifying Party have any liability to any Indemnified Party for any punitive, incidental, consequential, exemplary, treble or other special or indirect damages in each such case that are intended to punish or set an example to other wrongdoers, other than any such damages awarded to third Persons.

ARTICLE 10
GENERAL PROVISIONS

10.1         Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing Date, except for (i) the Fundamental Representations, which shall survive the Closing Date in full force and effect in perpetuity (subject to any applicable statute of limitations), (ii) all covenants and agreements of the parties that by their terms contemplate performance after the Closing (including Sections 6.5, 6.7, 6.8 and 8.3 and this Article 9), which shall survive for the period so specified or until they are otherwise terminated or performed in accordance with their respective terms, and (iii) any claim for fraud, intentional misrepresentation or willful misconduct, which shall survive until December 31, 2017 (except to the extent relating to the Fundamental Representations).

10.2         Notices. All notices and other communications required or permitted to be given hereunder shall be sent to the party to whom it is to be given and be either delivered personally against receipt, by facsimile or other electronic transmission, by registered or certified mail (postage prepaid, return receipt requested) or deposited with an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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(a)	if to the Company, to:
	Merchants & Southern Banks of Florida, Incorporated
	3631 North Main Street
	Gainesville, Florida  32609
	Attn:  Mr. G. Thomas Mallini
	Fax:  (352) 378-6744
	with a copy to:
	Smith Mackinnon, PA
	255 South Orange Avenue
	Suite 800
	Orlando, Florida 32801
	Attn:  John P. Greeley, Esq.
	Fax:  (407) 843-2448
(b)	if to Seller, to:
	Mr. Dennis R. O’Neil
	1831 SE 9th Street
	Ft. Lauderdale, Florida  33316
	Fax:_______________________
	with a copy to:
	Salter Feiber, P.A.
	3940 N.W. 16th Blvd.
	Building B
	Gainesville, Florida  32635-7399
	Attn:  James Salter, Esq.
	Fax:  (352) 376-7996
(c)	if to Buyer, to:
	Ameris Bancorp
	310 First Street, S.E.
	Moultrie, Georgia  31768
	Attn:  Mr. Edwin W. Hortman, Jr.
	Fax:  (229) 890-2235
	with a copy to:
	Rogers & Hardin LLP
	2700 International Tower
	229 Peachtree Street, N.E.
	Atlanta, Georgia  30303
	Attn:  Jody L. Spencer, Esq.
	Fax:  (404) 230-0972

All notices and other communications shall be deemed to have been given (i) when received if given in person, (ii) on the date of electronic confirmation of receipt if sent by facsimile or other electronic transmission, (iii) three (3) Business Days after being deposited in the U.S. mail, certified or registered mail, postage prepaid, or (iv) one (1) Business Day after being deposited with a reputable overnight courier.

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10.3         Interpretation. For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits to this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph, Schedule and Exhibit references are to the Articles, Sections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified, (iii) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” (iv) the word “or” shall not be exclusive and (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified. This Agreement shall not be interpreted or construed to require any Person to take any action, or fail to take any action, if to do so would violate any applicable law.

10.4         Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

10.5         Entire Agreement. This Agreement (including the Company Disclosure Schedule and other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, other than that certain Confidentiality Agreement dated October 24, 2014 between the Company and Buyer.

10.6         Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of Georgia, without regard to any applicable conflicts of law.

10.7         Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties hereto shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereto hereby further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

10.8         Definitions. The following terms when used in this Agreement have the meanings specified or referred to in this Section 10.8:

“Action” has the meaning set forth in Section 9.2(b).

42

“Affiliate” means (unless otherwise specified), with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person and “control,” with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.

“Agency” or “Agencies” has the meaning set forth in Section 2.24(h).

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Balance Sheet Date” has the meaning set forth in Section 2.6(a).

“Bank” has the meaning set forth in Section 2.1(b).

“Bank Articles of Incorporation” has the meaning set forth in Section 2.1(b).

“Bank Balance Sheet” has the meaning set forth in Section 2.6(a).

“Bank Bylaws” has the meaning set forth in Section 2.1(b).

“Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in Georgia or Florida are authorized or obligated pursuant to legal requirements or executive order to be closed.

“Buyer” has the meaning set forth in the introductory paragraph hereto.

“Buyer Indemnitees” has the meaning set forth in Section 9.1(a).

“Buyer Material Adverse Effect” means, with respect to Buyer, any event, circumstance, development, change or effect that, individually or in the aggregate, prevents or materially impairs, or would be reasonably likely to prevent or materially impair, the ability of Buyer to timely consummate the transactions contemplated by this Agreement or to perform its agreements or covenants hereunder.

“Closing” has the meaning set forth in Section 1.2(a).

“Closing Date” has the meaning set forth in Section 1.2(a).

“Code” has the meaning set forth in Section 2.10(f).

“Company” has the meaning set forth in the introductory paragraph hereto.

“Company Articles of Incorporation” has the meaning set forth in Section 2.1(a).

“Company Balance Sheet” has the meaning set forth in Section 2.6(a).

“Company Benefit Plans” has the meaning set forth in Section 2.11(a).

“Company Bylaws” has the meaning set forth in Section 2.1(a).

43

“Company Common Stock” has the meaning set forth in the Recitals hereto.

“Company Disclosure Schedule” means the disclosure schedule dated as of the date of the Agreement and delivered by the Company to Buyer concurrent with the execution and delivery of the Agreement.

“Company Financial Statements” has the meaning set forth in Section 2.6(a).

“Company Intellectual Property” has the meaning set forth in Section 2.21(a).

“Company Policies” has the meaning set forth in Section 2.19.

“Company Regulatory Agreement” has the meaning set forth in Section 2.15.

“Company Subsidiary” or “Company Subsidiaries” has the meaning set forth in Section 2.1(c).

“Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412, 430 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code and (v) under corresponding or similar provisions of foreign Laws, other than such liabilities that arise solely out of, or relate solely to, the Company Benefit Plans listed in Section 2.11(a) of the Company Disclosure Schedule.

“Corporate Entity” means a bank, corporation, partnership, limited liability company, association, joint venture or other organization, whether an incorporated or unincorporated organization.

“Covered Employees” has the meaning set forth in Section 6.4(a).

“CRA” has the meaning set forth in Section 2.13(c).

“D&O Insurance” has the meaning set forth in Section 6.8(c).

“Damages” has the meaning set forth in Section 9.1(a).

“Derivative Transactions” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including any collateralized debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

“End Date” means August 31, 2015.

“Environmental Laws” has the meaning set forth in Section 2.18(a).

44

“ERISA” has the meaning set forth in Section 2.11(a).

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Federal Reserve” has the meaning set forth in Section 2.4.

“FDIC” has the meaning set forth in Section 2.1(b).

“FOFR” has the meaning set forth in Section 2.4.

“Fundamental Representations” has the meaning set forth in Section 9.1(a)(i).

“GAAP” has the meaning set forth in Section 2.6(a).

“GDBF” has the meaning set forth in Section 2.4.

“Governmental Entity” has the meaning set forth in Section 2.4.

“Indemnified Company Representative” has the meaning set forth in Section 6.8(a).

“Indemnified Party” has the meaning set forth in Section 9.2(a).

“Indemnifying Party” has the meaning set forth in Section 9.2(a).

“Intellectual Property” means any or all of, and all rights in, arising out of or associated with, the following: all patents, trademarks, trade names, service marks, domain names, database rights, copyrights and, in each case, any applications therefor, mask works, net lists, technology, web sites, know-how, trade secrets, inventory, ideas, algorithms, processes, computer software programs or applications (in both source code and object code form) and tangible or intangible proprietary information or material of a Person.

“IRS” has the meaning set forth in Section 2.10(k).

“Knowledge” with respect to the Company means the actual knowledge of an executive officer of the Company or any Company Subsidiary after reasonable inquiry by such executive officer.

“Law” or “Laws” means any federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, order, policy, guideline or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law.

“Lien” has the meaning set forth in Section 1.1(a).

45

“Loan Documentation” means all Loan files and all documents included in the Company’s or any Company Subsidiary’s file or imaging system with respect to a Loan, including loan applications, notes, security agreements, deeds of trust, collectors notes, appraisals, credit reports, disclosures, titles to collateral, verifications (including employment verification, deposit verification, etc.), mortgages, loan agreements, including building and loan agreements, guarantees, pledge agreements, financing statements, intercreditor agreements, participation agreements, sureties and insurance policies (including title insurance policies) and all modifications, waivers and consents relating to any of the foregoing.

“Loans” has the meaning set forth in Section 2.24(a).

“Material Adverse Effect” means, with respect to the Company, any event, circumstance, development, change or effect that, individually or in the aggregate, (i) is, or is reasonably likely to be, material and adverse to the business, operations, prospects, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries taken as a whole; provided, however, that, with respect to this clause (i), a “Material Adverse Effect” shall not be deemed to include any event, circumstance, development, change or effect resulting from (A) changes after the date of this Agreement in GAAP or regulatory accounting requirements, (B) changes after the date of this Agreement in Laws, rules or regulations or interpretations of Laws, rules or regulations by Governmental Entities of general applicability to companies in the financial services industry, (C) changes after the date of this Agreement in general economic or market conditions in the United States or any state or territory thereof, in each case generally affecting other companies in the financial services industry, or (D) the public disclosure of this Agreement or the transactions contemplated hereby, except, with respect to clauses (A), (B) and (C), to the extent that the effects of such change are disproportionately adverse to the business, operations, prospects, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole, as compared to other companies in the financial services industry); or (ii) prevents or materially impairs, or would be reasonably likely to prevent or materially impair, the ability of the Company to timely consummate the transactions contemplated by this Agreement or to perform its agreements or covenants hereunder.

“Material Contract” has the meaning set forth in Section 2.14(a).

“Materially Burdensome Regulatory Condition” has the meaning set forth in Section 6.1(a).

“Maximum D&O Tail Premium” has the meaning set forth in Section 6.8(c).

“Obligor” has the meaning set forth in Section 2.24(a).

“Organizational Documents” means, with respect to any Person (other than an individual), (i) the certificate or articles of incorporation or formation of such Person, (ii) any joint venture, limited liability company, partnership or other operating agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (iii) all bylaws, instruments or agreements relating to the organization or governance of such Person.

“party” or “parties” means Seller, the Company and Buyer, or each of them.

46

“PBGC” has the meaning set forth in Section 2.11(j).

“Person” means any individual, Corporate Entity or Governmental Entity.

“Pool” has the meaning set forth in Section 2.24(k).

“Purchase Price” has the meaning set forth in Section 1.1(b).

“Qualified Plans” has the meaning set forth in Section 2.11(e).

“Regulatory Agencies” has the meaning set forth in Section 2.5.

“Regulatory Approvals” has the meaning set forth in Section 6.1(a).

“Reports” has the meaning set forth in Section 2.5.

“Securities Act” has the meaning set forth in Section 2.2.

“Seller” has the meaning set forth in the introductory paragraph hereto.

“Shares” has the meaning set forth in the Recitals hereto.

“Stock Purchase” has the meaning set forth in the Recitals hereto.

“Subsidiary” means, when used with respect to any party, any corporation, partnership, limited liability company, association, joint venture or other business entity of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first Person is or directly or indirectly has the power to appoint a general partner, manager or managing member.

“Tax” or “Taxes” means all federal, state, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, value-added, stamp, documentation, payroll, employment, severance, withholding, duties, license, intangibles, franchise, backup withholding, environmental, occupation, alternative or add-on minimum taxes, imposed by any Governmental Entity, and other taxes, charges, levies or like assessments, and including all penalties and additions to tax and interest thereon.

“Tax Return” means any return, declaration, report, statement, information statement and other document filed or required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied to a Governmental Entity.

“Third-Party Claim” has the meaning set forth in Section 9.2(b).

“VA” has the meaning set forth in Section 2.24(h).

10.9         Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

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10.10         Assignment; Third-Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto; provided, however, that Buyer may assign any of its rights under this Agreement to a direct or indirect wholly owned Subsidiary of Buyer (however, any such assignment by Buyer shall not relieve it of any obligation that it has under this Agreement). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Buyer:
AMERIS BANCORP
By:	/s/ Dennis J. Zember Jr.
	Dennis J. Zember Jr.
	Executive Vice President and Chief Financial Officer
The Company:
MERCHANTS & SOUTHERN BANKS OF FLORIDA, INCORPORATED
By:	/s/ G. T. Mallini
Name:	G. T. Mallini
Title:	President
Seller:
	/s/ Dennis R. O’Neil
	DENNIS R. O’NEIL

[Signature Page to Stock Purchase Agreement]

EX-2.2

Exhibit 2.2

PURCHASE AND ASSUMPTION AGREEMENT

dated as of

January 28, 2015

between

BANK OF AMERICA, NATIONAL ASSOCIATION

and

AMERIS BANK

	ARTICLE 1
	CERTAIN DEFINITIONS
1.1	Certain Definitions	1
1.2	Accounting Terms	11
	ARTICLE 2
	THE P&A TRANSACTION
2.1	Purchase and Sale of Assets	11
2.2	Assumption of Liabilities	12
2.3	Purchase Price	13
2.4	Sale and Transfer of Servicing	13
	ARTICLE 3
	CLOSING PROCEDURES; ADJUSTMENTS
3.1	Closing	13
3.2	Payment at Closing	14
3.3	Adjustment of Purchase Price	14
3.4	Proration; Other Closing Date Adjustments	15
3.5	Seller Deliveries	15
3.6	Purchaser Deliveries	16
3.7	Delivery of the Loan Documents	17
3.8	Owned Real Property Filings	17
3.9	Allocation of Purchase Price	17
	ARTICLE 4
	TRANSITIONAL MATTERS
4.1	Transitional Arrangements	18
4.2	Customers	19
4.3	ACH Debit or Credit Transactions	20
4.4	Wires	21
4.5	Access to Records	22
4.6	Interest Reporting and Withholding	22
4.7	Negotiable Instruments	23
4.8	ATM/Debit Cards; POS Cards	23
4.9	Data Processing Conversion for the Branches and Handling of Certain Items	23
4.10	Infrastructure Installation	24
4.11	Employee Training	27
4.12	Night Drop Equipment	27
4.13	Expenses Relating to Transitional Matters	27

4.14	Access to the Branches on the Closing Date	27
4.15	Customer Claims	28
	ARTICLE 5
	REPRESENTATIONS AND WARRANTIES OF SELLER
5.1	Corporate Organization and Authority	29
5.2	No Conflicts	29
5.3	Approvals and Consents	29
5.4	Leases	30
5.5	Litigation and Undisclosed Liabilities	30
5.6	Regulatory Matters	30
5.7	Compliance with Laws	30
5.8	Loans	31
5.9	Records	32
5.10	Title to Assets	32
5.11	Deposits	32
5.12	Environmental Laws; Hazardous Substances	32
5.13	Brokers’ Fees	33
5.14	Property	33
5.15	Absence of Certain Changes	33
5.16	Employee Benefit Plans; Labor Matters	34
5.17	Available Funds	34
5.18	Limitations on Representations and Warranties	34
	ARTICLE 6
	REPRESENTATIONS AND WARRANTIES OF PURCHASER
6.1	Corporate Organization and Authority	34
6.2	No Conflicts	35
6.3	Approvals and Consents	35
6.4	Regulatory Matters	35
6.5	Litigation and Undisclosed Liabilities	36
6.6	Operation of the Branches	36
6.7	Brokers’ Fees	36
6.8	Financing to be Available	36
6.9	Limitations on Representations and Warranties	36
	ARTICLE 7
	COVENANTS OF THE PARTIES
7.1	Activity in the Ordinary Course	37
7.2	Access and Confidentiality	39
7.3	Regulatory Approvals	40

iii

7.4	Consents	41
7.5	Efforts to Consummate; Further Assurances	41
7.6	Solicitation of Accounts; Non-Solicitation	42
7.7	Insurance	43
7.8	Servicing Prior to Closing Date	43
7.9	Change of Name, Etc	43
	ARTICLE 8
	TAXES AND EMPLOYEE BENEFITS
8.1	Tax Representations	44
8.2	Proration of Taxes	44
8.3	Sales and Transfer Taxes	44
8.4	Information Returns	44
8.5	Payment of Amount Due under Article 8	44
8.6	Assistance and Cooperation	45
8.7	Transferred Employees	45
	ARTICLE 9
	CONDITIONS TO CLOSING
9.1	Conditions to Obligations of Purchaser	48
9.2	Conditions to Obligations of Seller	49
	ARTICLE 10
	TERMINATION
10.1	Termination	50
10.2	Effect of Termination	51
	ARTICLE 11
	INDEMNIFICATION
11.1	Indemnification	51
11.2	Exclusivity	54
11.3	AS-IS Sale; Waiver of Warranties	54
	ARTICLE 12
	MISCELLANEOUS
12.1	Survival	54
12.2	Assignment	55
12.3	Binding Effect	55

iv

12.4	Public Notice	55
12.5	Notices	55
12.6	Expenses	56
12.7	Governing Law; Consent to Jurisdiction	56
12.8	Waiver of Jury Trial	56
12.9	Entire Agreement; Amendment	57
12.10	Third Party Beneficiaries	57
12.11	Counterparts	57
12.12	Headings	57
12.13	Severability	57
12.14	Interpretation	57
12.15	Specific Performance	58

v

List of Exhibits

Exhibit 1.1(a)	Branches/Real Properties
Exhibit 1.1(b)	Deposits
Exhibit 1.1(c)(i)	Excluded Brokered Deposits
Exhibit 1.1(c)(iii)	Excluded Affinity Relationships and Reward Programs
Exhibit 1.1(d)	Loans
Exhibit 1.1(e)	Personal Property
Exhibit 1.1(f)	Seller’s Knowledge
Exhibit 3.5(b)	Form of Bill of Sale
Exhibit 3.5(c)	Form of Assignment and Assumption Agreement
Exhibit 3.5(d)	Form of Assignment of Branch Lease and Assumption Agreement
Exhibit 3.5(e)	Form of Assignment of Tenant Lease and Assumption Agreement
Exhibit 3.5(i)	Form of Assignment of Loan Documents and Assumption Agreement
Exhibit 4.9	Schedule of Processing Fees
Exhibit 7.4(b)-1	Estoppel Certificate – Branch Lease
Exhibit 7.4(b)-2	Estoppel Certificate – Tenant Lease
Exhibit 7.6(a)	Specified Counties

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 28, 2015 (this “Agreement”), between Bank of America, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Charlotte, North Carolina (“Seller”), and Ameris Bank, a state-chartered banking corporation, organized under the laws of Georgia, with its principal office located in Moultrie, Georgia (“Purchaser”).

RECITALS

WHEREAS, Purchaser desires to acquire from Seller, and Seller desires to transfer to Purchaser, certain banking operations in the States of Florida and Georgia, in accordance with and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises and obligations set forth herein, the parties agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

1.1     Certain Definitions. The terms set forth below are used in this Agreement with the following meanings:

“Accrued Interest” means, as of any date, (a) with respect to a Deposit, interest which is accrued on such Deposit to but excluding such date and not yet posted to the relevant deposit account and (b) with respect to a Loan, interest which is accrued on such Loan to but excluding such date and not yet paid.

“ACH” has the meaning set forth in Section 4.3(a).

“ACH Entries” has the meaning set forth in Section 4.3(a).

“ACH Entries Cut-Off Date” has the meaning set forth in Section 4.3(a).

“Acquired ATMs” means the automated teller machines located at the addresses listed on Exhibit 1.1(a) and indicated as ATMs, and “Acquired ATM” refers to each such ATM or any one of such ATMs.

“Adjusted Payment Amount” means (x) the aggregate balance (including Accrued Interest) of the Deposits assumed by Purchaser pursuant to Section 2.2, minus (y) the Purchase Price, each as set forth on the Final Closing Statement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Purchase and Assumption Agreement, including all schedules, exhibits and addenda, each as amended from time to time in accordance with Section 12.9(b).

“Assets” has the meaning set forth in Section 2.1(a).

“Assignment and Assumption Agreement” has the meaning set forth in Section 3.5(c).

“Assumed Liabilities” has the meaning set forth in Section 2.2(a).

“Benefit Plan” means each employee benefit plan, program or other arrangement that is sponsored or maintained by Seller or any of its Affiliates or to which Seller or any of its Affiliates contributes or is obligated to contribute, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, compensation, deferred compensation, vacation, stock purchase, stock option, severance, employment, consulting, retention, change of control or fringe benefit plan, agreement, program or policy, in each case, in which any of the Branch Employees or their dependents participate.

“Branch Employees” means the employees of Seller or its Affiliates employed at the Branches or another location of Seller on the Closing Date who provide services directly relating to the operation of the applicable Branch or Branches (including any employees who are Leave Recipients and the individual set forth on Schedule 1.1(a)) and set forth on the list provided by Seller in accordance with Section 5.16(a).

“Branch Lease Assignments” has the meaning set forth in Section 3.5(d).

“Branch Lease Security Deposit” means any security deposit held by the lessor under a Branch Lease.

“Branch Leases” means the leases under which Seller leases land and/or buildings used for Branches identified as “Leased” on Exhibit 1.1(a), including ground leases.

“Branches” means the banking offices and Acquired ATMs and, if applicable, offices used or held for use by Seller for other lines of business, of Seller at the locations identified on Exhibit 1.1(a), and “Branch” refers to each such Branch or any one of the Branches.

“Business Day” means a day on which banks are generally open for business in New York, New York, and which is not a Saturday or Sunday.

“Closing” and “Closing Date” refer to the closing of the P&A Transaction, which is to be held on such date as provided in Article 3 and which shall be deemed to be effective at 11:59 p.m., Eastern time, on such date.

“COBRA Continuation Coverage” shall mean the health care benefit continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act and similar provisions of state law.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Controlling Party” has the meaning set forth in Section 11.1(f).

“Covered Period” has the meaning set forth in Section 4.4.

“CRA” has the meaning set forth in Section 6.4(f).

“Customer Claims Period” has the meaning set forth in Section 4.15(a).

“Deductible” has the meaning set forth in Section 11.1(e).

“Deposit(s)” means deposit liabilities with respect to deposit accounts (a) booked by Seller at the Branches and that have been opened by a customer at the Branches as of the Closing Date or (b) opened by the primary accountholder either (i) at a non-Branch facility or other branch facility of Seller or any of its Affiliates, or (ii) through the Seller’s online or telephone origination channels, and the primary accountholder currently resides within the geographic coverage area of the Branches (as such coverage area is determined in accordance with Seller’s internal policies and procedures in effect as of the date hereof) prior to initial notification to be sent to holders of Deposits pursuant to Section 4.2(a), that constitute “deposits” for purposes of the Federal Deposit Insurance Act, 12 U.S.C. § 1813, including escrow deposit liabilities relating to the Loans and collected and uncollected deposits and Accrued Interest, but excluding any Excluded Deposits. Exhibit 1.1(b) contains a list of Deposits as of July 30, 2014 (except for the High Springs Branch which is as of November 30, 2014) with such schedule specifying the identity of the accountholder and the type of account for each Deposit, and such list shall be updated by Seller as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date) and as of 5:00 p.m., Eastern time, on the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before 5:00 p.m., Eastern time, on the Business Day prior to the Closing Date). For the avoidance of doubt, for purposes of this definition, each reference to “Branch” or “Branches” shall be deemed to exclude the Acquired ATMs.

“Draft Allocation Statement” has the meaning set forth in Section 3.9(a).

“Draft Closing Statement” means a draft closing statement, prepared by Seller and in a form mutually agreed to by the parties, which shall be initially prepared as of the close of business on the fifth (5th) Business Day preceding the Closing Date, and delivered to Purchaser on the third (3rd) Business Day preceding the Closing Date and which shall be subsequently updated as of the close of business on the third (3rd) Business Day preceding the Closing Date, and delivered to Purchaser on the Business Day prior to the Closing Date, in each case setting forth Seller’s reasonable estimated calculation of both the Purchase Price and the Estimated Payment Amount.

“Encumbrances” means all mortgages, claims, charges, liens, encumbrances, easements, limitations, restrictions, commitments and security interests, ordinances, restrictions, requirements, resolutions, laws or orders of any governmental authority now or hereafter acquiring jurisdiction over the Assets, and all amendments or additions thereto in force as of the date of this Agreement or in force as of the Closing Date, and other matters now of public record relating to the Real Property, except for statutory liens securing Taxes and/or other payments not yet due and payable, and except for obligations pursuant to applicable escheat and unclaimed property laws relating to the Escheat Deposits.

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“Environmental Law” means any Federal, state, or local law, statute, rule, regulation, code, order, judgment, decree, injunction or agreement with any Federal, state, or local governmental authority, (a) relating to the protection, preservation or restoration of the environment (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (b) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as amended and now in effect. Environmental Laws include the Clean Air Act (42 U.S.C §7401 et seq.); the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C §9601 et seq.); the Resource Conservation and Recovery Act (42 USC §6901 et seq.); the Federal Water Pollution Control Act (33 U.S.C §1251 et seq.); and the Occupational Safety and Health Act (29 U.S.C §651 et seq.).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules, regulations and class exemptions of the U.S. Department of Labor thereunder.

“Escheat Deposits” means, as of any date, Deposits and safe deposit box contents, in each case held on such date at the Branches which become subject to escheat, in the calendar year in which the Closing occurs, to any governmental authority pursuant to applicable escheat and unclaimed property laws.

“Estimated Payment Amount” means (x) the aggregate balance (including Accrued Interest) of the Deposits assumed by Purchaser pursuant to Section 2.2, minus (y) the Purchase Price, each as set forth on the Draft Closing Statement as reasonably agreed upon prior to the Closing by Seller and Purchaser.

“Excluded Assets” has the meaning set forth in Section 2.1(b).

“Excluded Deposits” means (w) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(c)(i), (x) Escheat Deposits, (y) those deposit liabilities (i) related to a financial advisory relationship with Seller’s Merrill Lynch Wealth Management or US Trust divisions, (ii) related to a client managed relationship in Seller’s Business Banking, Middle Market, or Large Corporate divisions or any other non-retail division, (iii) linked to affinity relationships or programs set forth on Exhibit 1.1(c)(iii) (and such Exhibit 1.1(c)(iii) shall be updated by Seller as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date), or (iv) that constitute security for loans that are not to be transferred to Purchaser under the terms of this Agreement, and (z) those deposit liabilities that have been opened by an employee (other than a Transferred Employee) or former employee of Bank of America Corporation.

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“Excluded Liabilities” has the meaning set forth in Section 2.2(b).

“Excluded Taxes” means (i) any Taxes of Seller or any of its Affiliates for or applicable to any period, (ii) any Taxes of, or relating to, the Assets, the Assumed Liabilities or the operation of the Branches for, or applicable to, the Pre-Closing Tax Period, and (iii) any Transfer Taxes for which Seller is responsible pursuant to Section 8.3.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Rate” on any day means the per annum rate of interest (rounded upward to the nearest 1/100 of 1%) which is the weighted average of the rates on overnight federal funds transactions arranged on such day or, if such day is not a Business Day, the previous Business Day, by federal funds brokers computed and released by the Federal Reserve Bank of New York (or any successor) in substantially the same manner as such Federal Reserve Bank currently computes and releases the weighted average it refers to as the “Federal Funds Effective Rate” at the date of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Final Allocation Statement” has the meaning set forth in Section 3.9(a).

“Final Closing Statement” means a final closing statement, prepared by Seller in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the thirtieth (30th) calendar day following the Closing Date setting forth both the Purchase Price, the Adjusted Payment Amount and the prorated Items of proration set forth in Section 3.4.

“GAAP” has the meaning set forth in Section 1.2.

“Hazardous Substance” means any substance, whether liquid, solid or gas (a) listed, identified or designated as hazardous or toxic; (b) which, applying criteria specified in any Environmental Law, is hazardous or toxic; or (c) the use or disposal, or any manner or aspect of management or handling, of which is regulated under Environmental Law.

“Infrastructure Installation” has the meaning set forth in Section 4.10.

“Installation Plans” has the meaning set forth in Section 4.10(iv).

“IRA” means an “individual retirement account” or similar account created by a trust for the exclusive benefit of any individual or his beneficiaries in accordance with the provisions of Sections 408 or 408A of the Code.

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“IRS” means the Internal Revenue Service.

“Item” means (a) drafts, including checks and negotiable orders of withdrawal and items of a like kind which are drawn on or deposited and credited to the Deposit accounts, and (b) payments, advances, disbursements, fees, reimbursements and items of a like kind which are debited or credited to the Loans.

“Leased Real Property” means Real Property leased by Seller and used for Branches.

“Leave Recipient” has the meaning set forth in Section 8.7(a)(ii).

“Loan Documents” means the Loan files and all documents with respect to a Loan that are in Seller’s possession or control, including loan applications, notes, security agreements, deeds of trust, mortgages, collectors notes, appraisals, credit reports, disclosures, titles to collateral (titles to cars, boats, etc.), all verifications (including employment verification, deposit verification, etc.), financial statements of borrowers and guarantors, independently prepared financial statements, internally prepared financial statements, commitment letters, loan agreements including building and loan agreements, guarantees, pledge agreements, intercreditor agreements, participation agreements, security and collateral agreements, sureties and insurance policies (including title insurance policies) and all written modifications, waivers and consents relating to any of the foregoing.

“Loan Documents Assignment” has the meaning set forth in Section 3.5(i).

“Loans” means the loans that are listed on Exhibit 1.1(d), including all overdrafts with respect thereto; provided, however, that “Loans” do not include (i) the interest of any participants in such Loans or Loans that have been the subject of securitizations, (ii) loans that are subject to a pending legal proceeding related to a borrower’s inability or refusal to pay such loan, (iii) loans that are subject to a pending proceeding against any obligor of such loan under Title 11 of the United States Code or (iv) loans that have principal or interest due and unpaid for a period of thirty (30) days or more. Exhibit 1.1(d) shall be updated by Seller as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date) and as of 5:00 p.m., Eastern time, on the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before 5:00 p.m., Eastern time, on the Business Day prior to the Closing Date).

“Loss” means the amount of losses, liabilities, damages and reasonable expenses actually incurred by the indemnified party or its Affiliates in connection with the matters described in Section 11.1, less the amount of the economic benefit (if any) to the indemnified party or its Affiliates obtained or to be obtained (net of out-of-pocket costs and expenses incurred in receiving or realizing such economic benefit) in connection with any such damage, loss, liability or expense (including net Tax benefits obtainable under applicable law, amounts recovered under insurance policies net of deductibles, recovery by setoffs or counterclaims, and other economic benefits).

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“Material Adverse Effect” means (a) with respect to Seller, a material adverse effect on (i) the business or results of operations or financial condition of the Branches, the Assets and the Assumed Liabilities, taken as a whole (excluding any effect to the extent arising out of or resulting from (A) changes, after the date hereof, in GAAP or regulatory accounting requirements applicable to banks or savings associations or their holding companies generally, (B) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or governmental agencies or authorities, (C) changes, after the date hereof, in global, national or regional political conditions or in general U.S. national or regional or global economic or market conditions affecting banks or their holding companies generally (including changes in interest or exchange rates or in credit availability and liquidity), (D) execution, announcement or consummation of this Agreement and the transactions contemplated hereby, including the impact thereof on customers, suppliers, licensors, employees and others having business relationships with the Branches, (E) the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism not directly involving the Assets or the Assumed Liabilities, or (F) actions by Purchaser or Seller taken pursuant to the express requirements of this Agreement, or (ii) the ability of Seller to timely consummate the P&A Transaction as contemplated by this Agreement, and (b) with respect to Purchaser, a material adverse effect on the ability of Purchaser to perform any of its financial or other obligations under this Agreement, including the ability of Purchaser to timely consummate the P&A Transaction as contemplated by this Agreement.

“Negative Deposits” means Deposit account overdrafts.

“Non-Controlling Party” has the meaning set forth in Section 11.1(f).

“Net Book Value” means the carrying value of each of the Assets as reflected on the books of Seller as of the Closing Date in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement.

“Obligor” has the meaning set forth in Section 5.8(a)(i).

“OCC” means the Office of the Comptroller of the Currency.

“Order” has the meaning set forth in Section 9.1(b).

“Owned Real Property” means Real Property owned by Seller and used for Branches. For avoidance of doubt, Real Property owned by Seller in connection with a Branch shall be Owned Real Property hereunder.

“P&A Transaction” means the purchase and sale of Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2.

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“Permitted Encumbrances” means (t) matters disclosed on Schedule 1.1(b) of the Seller Disclosure Schedule, (u) Encumbrances which the Title Insurer agrees to omit, to provide affirmative insurance for, or to otherwise insure over at no additional cost to Purchaser, (v) statutory liens securing Taxes or other payments not yet due, (w) easements, encroachments, rights of way and other Encumbrances, applicable zoning laws, and building restrictions, none of which materially and adversely affect the current use of the Real Property as a commercial bank branch office in the manner used by Seller, (x) the rights of landlords under any lease relating to the Real Property and (y) the rights of any tenants under written leases.

“Person” means any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, trust or other business entity.

“Personal Property” means the personal property goods of Seller located in the Branches, and used or held for use in the business or operation of the Branches, consisting of the trade fixtures, shelving, furniture, leasehold improvements, on-premises ATMs (excluding Seller licensed software, but including ATM hardware (other than the hard drive), alarm contacts, safe, cash canisters, security cameras, KABA-MAS locks, ADA audio hardware, deposit automation hardware, keys and lock combinations), equipment, security systems equipment (but not including any connections or software relating thereto), safe deposit boxes (exclusive of contents), vaults and sign structures. Exhibit 1.1(e) contains an overview of the Personal Property as of August 31, 2014 (except for the High Springs Branch which is as of December 31, 2014) , and Exhibit 1.1(e) shall be updated by Seller to include a complete and accurate list of the Personal Property as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date) and as of 5:00 p.m., Eastern time, on the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before 5:00 p.m., Eastern time, on the Business Day prior to the Closing Date).

“Pre-Closing Tax Period” means a taxable period or portion thereof that ends on or prior to the Closing Date; if a taxable period begins on or prior to the Closing Date and ends after the Closing Date, then the portion of the taxable period that ends on and includes the Closing Date shall constitute the Pre-Closing Tax Period.

“Property Taxes” means real, personal, and intangible ad valorem property Taxes.

“Public Notice” has the meaning set forth in Section 12.4.

“Purchase Price” has the meaning set forth in Section 2.3.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser 401(k) Plans” has the meaning set forth in Section 8.7(h).

“Purchaser Benefit Plans” has the meaning set forth in Section 8.7(d).

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“Purchaser Taxes” has the meaning set forth in Section 11.1(f).

“Real Property” means the parcels of real property on which the Branches listed on Exhibit 1.1(a) are located, including any improvements and fixtures thereon and any easements, concessions, licenses or similar rights appurtenant thereto, which Exhibit indicates whether or not such real property is Owned Real Property or Leased Real Property.

“Records” means (a) as to the Loans, the Loan Documents and (b) as to other Assets and Assumed Liabilities, all records and original documents, or where reasonable and appropriate copies thereof, that relate directly thereto and are retained in the Branches, or are in Seller’s possession or control and pertain to and are necessary for the conduct of the business of the Branches following the Closing (including transaction tickets through the Closing Date and all records for closed accounts located in Branches and excluding any other transaction tickets and records for closed accounts); provided, however, that Records shall not include (i) general books of account and books of original entry that comprise Seller’s permanent tax records, (ii) the books and records that Seller is required to retain pursuant to any applicable law or order and the books and records to the extent related to the assets of Seller other than the Assets or the Excluded Liabilities, (iii) the personnel files and records relating to Branch Employees or (iv) any other books and records of Seller or any of its Affiliates that cannot, without unreasonable effort or expense, be separated from books and records maintained by Seller or any of its Affiliates in connection with the businesses of Seller and its Affiliates that are not being sold hereunder; provided that, with respect to any books and records covered by this subclause (iv), Purchaser shall be permitted to request copies of portions of such books and records to the extent information set forth therein relates to the Assets or the Assumed Liabilities and is reasonably necessary in connection with Purchaser’s operation or administration of its business relating thereto; and provided, further, that Seller and its Affiliates shall have the right to retain a copy of all such records and documents regarding the Assets and Assumed Liabilities to the extent necessary to comply with applicable law or regulation or tax or accounting requirements, and such records and other documents shall continue to be subject to the confidentiality provisions of this Agreement.

“Regulatory Approvals” means the approval of the FDIC, Georgia Department of Banking and Finance and any other Regulatory Authority required to consummate the P&A Transaction.

“Regulatory Authority” means any federal or state banking, other regulatory, self-regulatory or enforcement authority or any court, administrative agency or commission or other governmental authority or instrumentality.

“Returned Items” has the meaning set forth in Section 4.9(c).

“Safe Deposit Agreements” means the agreements that are in Seller’s possession or control relating to safe deposit boxes (other than those with safe deposit box contents that are Escheat Deposits) located in the Branches.

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“Seller” has the meaning set forth in the Preamble.

“Seller 401(k) Plans” has the meaning set forth in Section 8.7(h).

“Seller Disclosure Schedule” means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

“Seller Taxes” has the meaning set forth in Section 11.1(f).

“Seller’s knowledge” or other similar phrases means information that is actually known to the Persons set forth on Exhibit 1.1(f).

“Straddle Period” means any taxable period beginning on or prior to and ending after the Closing Date.

“Survival Period”has the meaning set forth in Section 12.1(a).

“Tax Claim” has the meaning set forth in Section 11.1(f).

“Tax Returns” means any report, return, declaration, statement, claim for refund, information return or statement relating to Taxes or other information or document required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes” means all taxes, including income, gross receipts, excise, real and personal and intangible property, sales, use, transfer (including transfer gains taxes), withholding, license, payroll, recording, ad valorem and franchise taxes, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of another person, imposed by the United States, or any state, local or foreign government or subdivision or agency thereof and such term shall include any interest, penalties or additions to tax attributable to such assessments.

“Tenant Assignments” has the meaning set forth in Section 3.5(e).

“Tenant Leases” means leases, subleases, licenses or other use agreements between Seller and tenants with respect to Real Property, if any.

“Tenant Security Deposit” means any security deposit held by Seller with respect to a Tenant Lease.

“Title Insurance” has the meaning set forth in Section 3.5(j).

“Title Insurer” has the meaning set forth in Section 3.5(j).

“Title Policy” has the meaning set forth in Section 3.5(j).

“Transaction Account” means any account at a Branch in respect of which deposits therein are withdrawable in practice upon demand or upon which third party drafts may be drawn by the depositor, including checking accounts, negotiable order of withdrawal accounts and money market deposit accounts.

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“Transfer Date” means (i) with respect to Branch Employees who are not Leave Recipients as of the Closing Date and who accept Purchaser’s offer of employment, the day after the Closing Date, and (ii) with respect to Branch Employees who are Leave Recipients as of the Closing Date and who accept Purchaser’s offer of employment, the date of active commencement of a Branch Employee’s employment with Purchaser or one of its Affiliates, as applicable, within the time period set forth in Section 8.7(a)(ii).

“Transfer Taxes” has the meaning set forth in Section 8.3.

“Transferred Employees” has the meaning set forth in Section 8.7(a)(i).

“Unauthorized ACH Entry” has the meaning set forth in Section 4.3(b).

“Warranty Amount” has the meaning set forth in Section 4.15(d).

“Warranty Claim” means any liability for any warranty (including any warranty regarding altered items or forged or missing endorsements) of Seller to another financial institution under applicable law, including the Uniform Commercial Code, Regulation CC of the Federal Reserve Board, Regulation J of the Federal Reserve Board, any Operating Circular of the Federal Reserve Board, the rules or policies of any clearinghouse, and any other warranty provisions promulgated under state, federal or other applicable law, relating to any draft, image deposit, check, negotiable order of withdrawal or similar item drawn on or deposited and credited to a Deposit account.

“Welfare Benefits” shall mean the types of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA).

“Wires” has the meaning set forth in Section 4.4.

1.2     Accounting Terms. All accounting terms not otherwise defined herein shall have the respective meanings assigned to them in accordance with consistently applied generally accepted accounting principles as in effect from time to time in the United States of America (“GAAP”).

ARTICLE 2

THE P&A TRANSACTION

2.1     Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):

(i) the Owned Real Property;

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(ii) the Personal Property;

(iii) the Branch Leases and Tenant Leases;

(iv) the Branch Lease Security Deposits;

(v) the Loans, plus Accrued Interest with respect to such Loans, as well as the collateral for the Loans, the Loan Documents and, to the extent owned, the servicing rights related thereto pursuant to Section 2.4;

(vi) the Negative Deposits;

(vii) the Safe Deposit Agreements;

(viii) any refunds, credits or other receivables, in each case, of, against or relating to Taxes of, or relating to, the Assets, the Assumed Liabilities or the operation of the Branches (other than Excluded Taxes);

(ix) the Acquired ATMs; and

(x) the Records.

(b)       Purchaser understands and agrees that it is purchasing only the Assets specified in this Agreement, and Purchaser has no interest in or right to any other assets, properties or interests of Seller or any of its Affiliates (including any business relationship that Seller or its Affiliates may have with any customer of Seller or its Affiliates (other than those relationships solely in respect of such customers’ status as a holder of Loans or Deposits) (all assets, properties or interests, other than the Assets, the “Excluded Assets”)). For the avoidance of doubt, except as contemplated by Section 7.9, no right to the use of any sign, trade name, trademark or service mark, if any, of Seller or any of its Affiliates, is being sold, and any such right shall be an Excluded Asset.

2.2     Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

(i) the Deposits, including Deposits in IRAs and related account agreements;

(ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property;

(iii) the Safe Deposit Agreements;

(iv) the Loans, and the servicing of the Loans pursuant to Section 2.4;

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(v) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and

(vi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes).

(b)       Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

2.3     Purchase Price. The purchase price (“Purchase Price”) for the Assets shall be the sum of the following U.S. dollar amounts:

(a)       An amount equal to 3.00% of the average daily closing balance (including Accrued Interest) of the Deposits for the period of fifteen consecutive calendar days prior to the Closing Date;

(b)       The aggregate Net Book Value of all the Assets; and

(c)       Accrued Interest with respect to the Loans.

2.4     Sale and Transfer of Servicing. The Loans shall be sold on a servicing-released basis and any related escrow deposits shall be transferred to Purchaser. As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loans after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Loans after the Closing Date and Purchaser shall not assume and shall be discharged and indemnified by Seller from all liability with respect to servicing of the Loans on or prior to the Closing Date.

ARTICLE 3

CLOSING PROCEDURES; ADJUSTMENTS

3.1     Closing. (a) The Closing will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 or such other place as may be agreed to by the parties.

(b)       Subject to the satisfaction or, where legally permitted, the waiver of the conditions set forth in Article 9, the parties anticipate that the Closing Date shall be June 12, 2015 or an earlier mutually agreeable date, or, if the Closing cannot occur on such date, on a date and time as soon thereafter as practicable after receipt of the Regulatory Approvals and the expiration of all related statutory waiting periods, except as otherwise provided in the next sentence of this Section 3.1(b). Unless the parties agree pursuant to Section 4.9(a) that the conversion of the data processing with respect to the Branches and Assumed Liabilities will be performed on a date other than the Closing Date, the Closing Date shall be a Friday and the conversion will be completed prior to the opening of business on the following Business Day.

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3.2     Payment at Closing. (a) At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount.

(b)       All payments to be made hereunder by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3^rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern time, on the date of payment.

(c)         If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

3.3     Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement.

(b)       The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30^th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser.

(c)       On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

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3.4     Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., Eastern time, on the Closing Date, and that Purchaser shall operate the Branches, hold the Assets and assume the Assumed Liabilities for its own account after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, certain items of income and expense that relate to the Assets, the Deposits and the Branches shall be prorated as provided in Section 3.4(b) as of 11:59 p.m., Eastern time, on the Closing Date. Those items being prorated will be handled at the Closing as an adjustment to the Purchase Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed by the parties hereto.

(b)       For purposes of this Agreement, items of proration and other adjustments shall include: (i) base rental and additional rental payments under the Branch Leases and the Tenant Leases; (ii) wages, salaries and employee compensation, benefits and expenses; (iii) trustee or custodian fees on Deposits in IRAs; (iv) to the extent relating to the Assets or the Assumed Liabilities, prepaid expenses and items and accrued but unpaid liabilities, as of the close of business on the Closing Date; and (v) safe deposit rental payments previously received by Seller.

3.5     Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:

(a)       Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in and to the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser;

(b)       A bill of sale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser;

(c)       An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities, except for Loans as contemplated by Section 3.5(i) (the “Assignment and Assumption Agreement”);

(d)       Lease assignment and assumption agreements, in recordable form with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases (the “Branch Lease Assignments”);

(e)       Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);

(f)       The certificate required to be delivered by Seller pursuant to Section 9.1(e);

(g)       Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an IRA and designation of Purchaser as successor trustee or custodian with respect thereto;

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(h)       A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);

(i)       (i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;

(j)       Affidavits and such other customary documentation as shall be reasonably required by Madison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;

(k)       The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches; and

(l)       The Records.

3.6     Purchaser Deliveries. At the Closing, Purchaser shall deliver to Seller:

(a)       The Assignment and Assumption Agreement;

(b)       Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IRA and included in the Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto;

(c)       The Branch Lease Assignments and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Branch Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date;

(d)       The Tenant Assignments and such other instruments and documents as any subtenant under a Tenant Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Tenant Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date;

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(e)       The Loan Documents Assignment and such other instruments and documents as Seller may reasonably require as necessary or desirable for providing for the assumption by Purchaser of the Loan Documents, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; and

(f)       The certificate required to be delivered by Purchaser pursuant to Section 9.2(e).

3.7     Delivery of the Loan Documents. As soon as reasonably practicable after the Closing Date, Seller shall deliver to Purchaser or its designee the Loan Documents (reasonably organized and cataloged), actually in the possession or control of Seller or any of its Affiliates, in whatever form or medium (including imaged documents) then maintained by Seller or its Affiliates. Seller makes no representation or warranty to Purchaser regarding the condition of the Loan Documents or any single document included therein, or Seller’s interest in any collateral securing any Loan, except as specifically set forth herein. Except to the extent expressly provided for in this Agreement, Seller shall have no responsibility or liability for the Loan Documents from and after the time such files are delivered by Seller to Purchaser or to an independent third party designated by Purchaser for shipment to Purchaser, the cost of which shall be the borne equally by Seller and Purchaser.

3.8     Owned Real Property Filings. On the Closing Date, Purchaser shall file or record, or cause to be filed or recorded, any and all documents necessary in order (or shall otherwise provide the Title Company with any and all documents necessary for the Title Insurer to confirm) that the legal and equitable title to Owned Real Property (and to each parcel of Leased Real Property with respect to which Purchaser shall choose to acquire Title Policies) shall be duly vested in Purchaser. The Title Insurance and all escrow closing costs shall be borne equally by Purchaser and Seller.

3.9     Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

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(b)       Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

ARTICLE 4

TRANSITIONAL MATTERS

4.1     Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

(a)       Not later than fifteen (15) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services.

(b)       Seller shall use reasonable best efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement.

(c)       From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans.

(d)       Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller.

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(e)       Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customer notifications.

4.2     Customers. (a) Not later than thirty (30) calendar days nor earlier than sixty (60) calendar days prior to the Closing Date (except as otherwise required by applicable law):

(i) Seller will notify the holders of Deposits to be transferred on the Closing Date that, subject to the terms and conditions of this Agreement, Purchaser will be assuming liability for such Deposits; and

(ii) each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers of the Branches and other Persons that either Seller or Purchaser, as the case may be, is required to give under applicable law or the terms of any other agreement between Seller and any customer in connection with the transactions contemplated hereby; provided that Seller and Purchaser agree that any joint notices shall not include any dual-branded letters but instead shall include individual bank inserts for each of Seller and Purchaser.

A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least five (5) Business Days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable law. Seller shall have the right to add customer transition information to any customer notifications to be sent by Purchaser pursuant to this Section 4.2 and such information may, at Seller’s option, be included either directly in Purchaser’s notification or in an additional insert that shall accompany the applicable Purchaser notification. Any customer notifications sent by Purchaser pursuant to this Section 4.2 shall only include the last four digits of any account number of Seller. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser. As soon as reasonably practicable and in any event within forty-five (45) calendar days after the date hereof, Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits, the borrowers on the Loans and the lessees of the safe deposit boxes as of a recent date hereof in connection with the mailing of such materials and Seller shall provide updates to such report at reasonable intervals thereafter upon the reasonable request of Purchaser from time to time, but not less frequently than monthly if requested by Purchaser. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers, customers or lessees as such shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing.

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(b)       Following the giving of any notice described in paragraph (a) above, Purchaser and Seller shall deliver to each new customer at any of the Branches such notice or notices as may be reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability for the Deposits and to comply with applicable law.

(c)       Neither Purchaser nor Seller shall object to the use, by depositors of the Deposits, of payment orders or cashier’s checks issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service mark or the proprietary mark of Seller or any of its Affiliates.

(d)       Purchaser shall notify Deposit account customers and Loan account customers that, upon the expiration of a post-Closing processing period, which shall be sixty (60) calendar days after the Closing Date, any Items that are drawn on Seller shall not thereafter be honored by Seller. Such notice shall be given by delivering written instructions to such effect to such Deposit account customers and Loan account customers in accordance with this Section 4.2.

4.3     ACH Debit or Credit Transactions.

(a)       Seller will use its reasonable best efforts to provide to Purchaser on the Closing Date all of those automated clearing house (“ACH”) originator arrangements related (by agreement or other standing arrangement, if any) to the Deposits that are in Seller’s ACH systems and will use its reasonable best efforts to so transfer any other such arrangements. For a period of sixty (60) calendar days following the Closing, in the case of ACH debit or credit transactions (“ACH Entries”) to accounts constituting Deposits (the final Business Day of such period being the “ACH Entries Cut-Off Date”), Seller shall transfer to Purchaser all received ACH Entries by 9:00 a.m., Eastern time (or such other mutually agreed upon time), each Business Day. Such transfers shall contain ACH Entries effective for that Business Day only. Purchaser shall be responsible for returning ACH Entries to the originators through the ACH clearing house for ACH Entries that cannot be posted for any reason, including as a result of insufficient funds in the applicable Deposit account or the applicable Deposit account being closed. Purchaser shall provide an ACH Entries test file to Seller for validation of format at least fourteen (14) calendar days prior to the Closing Date. Compensation for ACH Entries not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the ACH Entries Cut-Off Date, Seller may discontinue forwarding ACH Entries and funds and return such ACH Entries to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new ACH Entries arrangements related to the Branches. At the time of the ACH Entries Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

(b)       Purchaser agrees that in the event that it or any of its Affiliates receives any ACH Entries related to the Deposits prior to the Closing (each, an “Unauthorized ACH Entry”), Purchaser shall not accept such Unauthorized ACH Entry and shall return the related ACH Entries to the originators through the ACH clearing house. Purchaser agrees to indemnify Seller for any claims or losses that Seller may incur as a result of Purchaser’s non-compliance with its obligations set forth in the preceding sentence.

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(c)       As soon as practicable after the notice provided in Section 4.2(a), Purchaser shall send appropriate notice to all customers having accounts constituting Deposits the terms of which provide for ACH Entries of such accounts by third parties, instructing such customers concerning the transfer of customer ACH Entries authorizations from Seller to Purchaser. Beginning on the Closing Date, Purchaser shall provide, through the ACH clearing house, electronic Notification of Change Entries to the ACH originators of such ACH Entries with account numbers relating to the Deposits. Purchaser shall provide an ACH Notification of Change test file to Seller for validation of format at least fourteen (14) calendar days prior to the Closing Date.

(d)       Purchaser shall establish ACH service prior to the Closing Date for all ACH originator accounts. As soon as practicable after the notice provided in Section 4.2(a), Purchaser shall contact all ACH originator clients to (i) notify them of the change in service following the Closing Date and (ii) establish ACH service prior to the Closing Date including appropriate client testing. Any ACH origination file received prior to the Closing Date regardless of the effective date will be processed by Seller. Seller will be responsible for creating client reporting for any ACH return transactions that were originated prior to, but returned after, Closing Date. Seller may create settlement transactions to ACH originators for returned or exception transactions received for files originated prior to the Closing Date for a period of up to sixty (60) days following the Closing Date or the effective date of the last file processed by the Seller prior to the Closing Date, whichever is later. These settlement transactions will be posted to the Purchaser’s DDA account and Purchaser will be provided the details of these transactions to post.  

4.4     Wires. After the Closing Date, Seller shall (a) no longer be obligated to process or forward to Purchaser any incoming or outgoing wires (“Wires”) received by Seller for credit to accounts constituting Deposits, (b) return all Wires received after the Closing Date to the originator as unable to apply to the referenced account constituting a Deposit and (c) upon reasonable request by Purchaser, provide Purchaser with historical incoming Wire history information with respect to the thirteen (13) month period prior to the Closing Date (the “Covered Period”) such that Purchaser is able to provide current wire instructions to the originator from and after the Closing Date. The Wire history information provided under the terms of the previous sentence shall include the beneficiary account number, beneficiary account name, cumulative value and total number of Wires received during the Covered Period. Purchaser shall provide a unique and singular communication with specific new Wire instructions to the receivers (beneficiaries) who have received ten (10) or more wires during the Covered Period.  Such specific instructions must be provided in writing to the applicable receivers (beneficiaries) no less than thirty (30) calendar days prior to the Closing Date.  Seller shall provide reports to Purchaser for any customers who have data resident on Seller’s Wire transfer-specific application, including wire templates (repetitive wire instructions), standing order transfers or PINs authorizing the sender to directly contact the Wire operation for the initiation of a wire transfer.  At least five (5) Business Days prior to the Closing Date, Purchaser shall contact these specific clients to provide such clients with information regarding Purchaser’s services, capabilities and use instructions or reasonable substitutions.

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4.5     Access to Records. (a) From and after the Closing Date, for a period of seven (7) years, each of the parties shall (to the extent permitted by applicable law) permit the other, at such other party’s sole expense, reasonable access to any applicable Records in its possession or control relating to matters arising on or before the Closing Date and reasonably necessary, solely in connection with (i) accounting purposes, (ii) regulatory purposes, (iii) any claim, action, litigation or other proceeding involving the party requesting access to such Records, (iv) any legal obligation owed by such party to any present or former depositor or other customer, or (v) Tax purposes, subject, in each case, to any applicable confidentiality requirements. Such party requesting such access shall not use the Records or any information contained therein or derived therefrom for any other purpose whatsoever. All Records, whether held by Purchaser or Seller, shall be maintained for the greater of (x) seven (7) years and (y) such periods as are required by applicable law, unless the parties shall agree in writing to a longer period.

(b)       Each party agrees that any records or documents that come into its possession as a result of the transactions contemplated by this Agreement, to the extent relating to the other party’s business and not relating solely to the Assets and Assumed Liabilities, shall remain the property of the other party and shall, upon the other party’s request from time to time and as it may elect in its sole discretion, be returned to the other party or destroyed, and each party agrees not to make any use of such records or documents and to keep such records and documents confidential in accordance with Sections 7.2(b) and 7.2(c).

4.6     Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date.

(b)       Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits.

(c)       Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

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4.7     Negotiable Instruments. Seller will remove any supply of Seller’s money orders, official checks, gift checks, travelers’ checks or any other negotiable instruments located at each of the Branches on the Closing Date.

4.8     ATM and Debit Cards. Seller will use its reasonable best efforts to provide Purchaser with a list of ATM and debit cards issued by Seller to depositors of any Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, no later than thirty (30) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record from time to time prior to the Closing along with other conversion sample files. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) calendar days nor later than twenty (20) calendar days prior to the Closing Date, which cards shall be effective as of the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and debit card transactions effected on or before the Closing Date, but processed after the Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all debit card transactions initiated before or after the Closing with debit cards issued by Seller to access Transaction Accounts, to the extent that such transactions would have been paid by Seller in accordance with Seller’s standard procedures at the time of the transaction.

4.9     Data Processing Conversion for the Branches and Handling of Certain Items. (a) The conversion of the data processing with respect to the Branches and the Assets and Assumed Liabilities will be completed on the calendar day following the Closing Date unless otherwise agreed to by the parties. Seller and Purchaser agree to cooperate to facilitate the orderly transfer of data processing information in connection with the P&A Transaction.

(b)       As soon as practicable and in no event more than three (3) Business Days after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller’s drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser against such Transaction Accounts. Purchaser shall use its reasonable best efforts to cause these depositors to begin using such new drafts and cease using drafts bearing Seller’s name. The parties hereto shall use their reasonable best efforts to develop procedures that cause Seller’s drafts against Transaction Accounts received after the Closing Date to be cleared through Purchaser’s then-current clearing procedures. During the sixty (60) calendar-day period after the Closing Date, if it is not possible to clear Transaction Account drafts through Purchaser’s then-current clearing procedures, Seller shall make available to Purchaser as soon as practicable but in no event more than three (3) Business Days after receipt all Transaction Account drafts drawn against Transaction Accounts. Seller shall have no obligation to pay such forwarded Transaction Account drafts. Upon the expiration of such sixty (60) calendar-day period, Seller shall cease forwarding drafts against Transaction Accounts. Seller shall be compensated for its processing of the drafts and for other services rendered to Purchaser during the sixty (60) calendar-day period following the Closing Date in accordance with Exhibit 4.9.

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(c)       Any items that were credited for deposit to or cashed against a Deposit prior to the Closing and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“Returned Items”) will be handled as set forth herein. Except as set forth below, Returned Items shall be the responsibility of Seller. If depositor’s bank account at Seller is charged for the Returned Item, Seller shall forward such Returned Item to Purchaser. If upon Purchaser’s receipt of such Returned Item there are sufficient funds in the Deposit to which such Returned Item was credited or any other Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the Deposit because of Purchaser’s failure to honor holds placed on such Deposit, Purchaser shall repay the amount of such Returned Item to Seller. Any items that were credited for deposit to or cashed against an account at the Branches to be transferred at the Closing prior to the Closing and are returned unpaid more than sixty (60) calendar days after the Closing will be the responsibility of Seller.

(d)       During the sixty (60) calendar-day period after the Closing Date, any deposits or other payments received by Purchaser in error shall be returned to Seller within two (2) Business Days of receipt by Purchaser. For thirty (30) calendar days after the Closing, payments received by Seller with respect to any Loans shall be forwarded to Purchaser within two (2) Business Days of receipt by Seller.

(e)       No later than thirty (30) calendar days prior to the Closing Date, Purchaser will open and maintain a demand deposit account with Seller to be used for settlement activity for deposits and loans/lines following the Closing Date. Seller will provide Purchaser with a daily statement for this account. Purchaser will be responsible for initiating all funding and draw-down activity against this account. Purchaser will ensure that all debit (negative) balances are funded no later than one day following the day the account went into a negative status. Activity that will be settled through this account will include items drawn on a Deposit but presented to the Seller for payment, ACH transactions, direct debit transactions, Returned Items, and payments made to Seller for Loans.

4.10     Infrastructure Installation. Within ten (10) Business Days of the date of this Agreement, Purchaser and/or its representatives shall be permitted reasonable access (subject to the provisions of Section 7.2(a)) to review each Branch for the purpose of planning to install automated equipment for use by Branch personnel. Following the receipt of the Regulatory Approvals (except for the expiration of statutory waiting periods), Seller grants to Purchaser a license at each of the Branches to (a) install voice and data circuits to the main point of entry at each Branch, (b) install Purchaser’s network interface equipment (router/switches), and (c) extend circuit demarcation points from the main point of entry at the applicable Branch to such network interface equipment (collectively, the “Infrastructure Installation”); it being agreed that, under no circumstance, shall the Infrastructure Installation include the installation or modification of station cabling for equipment, including printers, phones, personal computers and security cameras. All Infrastructure Installations shall be in accordance with the following terms and conditions:

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(i)       The Infrastructure Installation shall be at the sole cost and expense of Purchaser, including the cost of obtaining all permits, licenses or other approvals, the cost of moving Seller’s furniture, fixtures or equipment, and the cost of internal or external utility relocation. Purchaser shall be solely responsible for repairing or replacing any damage or destruction to its installed infrastructure. Additionally, Purchaser shall repair any damage occurring at any Branch during the Infrastructure Installation process as a result of the installation and shall restore any area altered to its pre-existing condition if the Closing does not occur. Promptly upon demand, Purchaser shall also pay or reimburse Seller for one half of the reasonable fees, charges and expense of Seller’s consultant hired in accordance with Section 4.10(iv).

(ii)     The Infrastructure Installation shall be completed in a commercially reasonable and workmanlike manner and shall comply with the requirements of all local, state, and federal governmental authorities and quasi-governmental authorities, including with respect to materials and installation. Purchaser shall be responsible for obtaining all permits, licenses, or other approvals necessary for the Infrastructure Installation. Seller shall reasonably cooperate with Purchaser to obtain the necessary permits, licenses, or other approvals. Purchaser shall provide proof of receipt of approvals and permits to Seller upon request.

(iii)     The Infrastructure Installation shall be performed in an environmentally friendly manner (including the recycling of appropriate materials) and in such a manner that does not unreasonably interfere with the normal business activities and operations of the Branches. The Infrastructure Installation that would reasonably be expected to interfere with Seller’s normal business activities or with the business activities of other users of the property at which the Branch is situated may be required to be scheduled after regular business hours, at Purchaser’s sole cost and expense.

(iv)    Prior to the commencement of any work, Purchaser shall submit to Seller and such consultant as Seller may from time to time designate plans and specifications for the Infrastructure Installation (“Installation Plans”), including drawings and renderings providing the specifications of the infrastructure to be installed, locations and any required changes to the existing physical building and current infrastructure. Purchaser shall not proceed with any Infrastructure Installation until Seller’s written approval has been obtained (such approval not to be unreasonably withheld, conditioned or delayed). Purchaser shall provide at least three (3) Business Days’ advance written notice of a proposed time or times for access, and Seller shall confirm in writing that the proposed time is acceptable with Seller and Seller’s consultant or the parties shall agree upon an alternative time. All Infrastructure Installation work shall be coordinated with Seller and Seller’s consultant to allow Seller and/or its consultant to be present on site during all such work. All Infrastructure Installation shall be subject to the on-site direction of Seller and/or Seller’s consultant with respect to protecting Seller’s physical and information security and live technology environment, which may include work stoppage in the reasonable discretion of Seller and/or Seller’s consultant without any liability to Seller or Seller’s consultant hereunder.

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(v)      If the Branch is located on Leased Real Property, the Infrastructure Installation shall comply with the applicable Branch Lease, including obtaining the landlord’s approval of any Infrastructure Installation if required. If the Branch is within a building or center in which the landlord leases property to additional tenants, the Infrastructure Installation shall not unreasonably interfere with the business and operations of the additional tenants. Where required under the applicable Branch Lease, landlord approval of the Installation Plans shall be obtained prior to the commencement of any Infrastructure Installation.

(vi)    Prior to commencing any Infrastructure Installation, Purchaser shall provide a certificate of insurance to Seller reasonably acceptable to Seller, evidencing (a) statutory workers’ compensation insurance coverage and (b) public liability and property damage insurance coverage in the minimum amount of $2,000,000, and evidence that such insurance is (i) issued by an insurance company reasonably acceptable to Seller and admitted to engage in the business of insurance in the state in which the Branch is situated, (ii) primary and noncontributing insurance for all claims, and (iii) renewable, not cancelable, and not the subject of material change in coverage or available limits of coverage, except on thirty (30) days’ prior written notice to Seller.

(vii)    Purchaser agrees that the Infrastructure Installation by Purchaser or its agents or contractors shall be at the risk of Purchaser, and Purchaser hereby assumes all risk and responsibility for any loss, damage to, or theft of the Infrastructure Installation and neither Seller nor its Affiliates or insurers shall be liable to Purchaser for any injury or damage to the Infrastructure Installations arising from any act or omission of any officer, director, shareholder, employee, agent, contractor or invitee of Seller or any of its Affiliates or the act or omission of any other person whatsoever. Neither Seller nor any of its Affiliates will be insuring, and shall have no obligation to insure, directly or as part of any policy of insurance now or hereafter held by Seller or any of its Affiliates in whole or in part with respect to the Branches, any of the Infrastructure Installations.

(viii)   Purchaser will indemnify Seller and save it harmless from and against any and all claims, actions, damages, liability and expense, including reasonable attorneys’ fees, in connection with Purchaser’s access to the Branches and/or the Infrastructure Installations at the Branches pursuant to this Agreement or occasioned wholly or in part by act or omission of Purchaser, its employees, contractors, or agents (including any liens that may arise from work being performed at Purchaser’s request at the Branches). The provisions of this paragraph shall survive the termination or earlier expiration of the term of this Agreement.

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4.11     Employee Training. In accordance with the terms of this Agreement, Seller and Purchaser shall agree to mutually acceptable terms and conditions under which Purchaser shall be permitted to provide training to Seller’s employees at the Branches who are reasonably anticipated to become Transferred Employees; it being agreed that, prior to, and on, the Closing Date, all Branch Employees shall remain under Seller’s control. Any such training shall not occur until after the earlier of (i) after receipt of Regulatory Approvals (except for the expiration of statutory waiting periods) and (ii) forty-five (45) calendar days prior to the Closing Date. All training and employee informational meetings shall be conducted in a manner that will not unreasonably interfere with the business activities of the Branches. Purchaser shall reimburse Seller for the additional time spent by, and all related, reasonable travel expenses incurred by, any such prospective Transferred Employee in connection with such training activities and informational meetings to the extent such time and expenses would not have been spent or incurred by such prospective Transferred Employee but for such training activities or informational meetings, and Purchaser shall reimburse Seller for reasonable costs and expenses (including compensation related costs and expenses) incurred in connection with replacement employees for such prospective Transferred Employees excused from their duties at the Branches for such training activities or informational meetings for the periods during which such prospective Transferred Employees are excused, where such replacement employees are reasonably determined by Seller to be needed to maintain ongoing operations at the Branches without disruption. As promptly as practicable following the date of this Agreement, Purchaser shall provide Seller with Purchaser’s proposed plan for the training of all anticipated Transferred Employees and, within ten (10) Business Days of Seller’s receipt of such plan, Seller shall provide Purchaser with an estimate of the anticipated costs of implementing Purchaser’s proposed training program. Notwithstanding the foregoing, Seller and Purchaser shall reasonably cooperate in good faith to minimize the costs of such training program in a manner consistent with achieving its intended purpose. In addition, from and after the date of this Agreement until the Closing Date, Purchaser shall consult with Seller and obtain Seller’s consent before communicating (directly or indirectly and whether in writing, verbally or otherwise) with any Branch Employees.

4.12     Night Drop Equipment. Following the Closing and prior to the first Business Day following the Closing Date, Purchaser, at its sole cost and expense, shall rekey all night drop equipment located within the Branches in such a manner that, from and after the first Business Day following the Closing Date, no Person who was had the ability to access such night drop equipment prior to the Closing shall be able to continue to access such night drop equipment with the same access key that such Person was using prior to the Closing. The parties hereby acknowledge and agree that all of the night drop equipment located within the Branches shall be sealed by Seller at approximately 8:00 a.m., local time, on the Closing Date and, from and after such time, Purchaser shall not unseal such night drop equipment until it has been rekeyed in accordance with the preceding sentence.

4.13     Expenses Relating to Transitional Matters. Purchaser shall be responsible for the payment of all documented, out-of-pocket third party fees or expenses reasonably incurred by Seller in connection with the preparation of the Branches for transfer to Purchaser in accordance with the terms of this Agreement, but not to exceed two-thousand dollars ($2,000) per location.

4.14     Access to the Branches on the Closing Date. Purchaser agrees that, with respect to each Branch, on the Closing Date neither it nor any of its agents, Affiliates or representatives shall be permitted to access such Branch until Seller has completed its decommissioning of such Branch, which shall include the disabling of Seller’s information systems at the Branch and the removal of any personal property, equipment or other assets located at the Branch that do not constitute Assets; it being agreed that, notwithstanding the foregoing, on the Closing Date, Purchaser shall be permitted to have one representative present at each Branch in order to ensure that the actions taken by Seller in connection with such decommissioning comply with the terms of this Agreement.

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4.15     Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount.

(b)       During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller.

(c)       The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e).

(d)       From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:

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5.1     Corporate Organization and Authority. Seller is a national banking association, duly organized and validly existing under the laws of the United States, and has the requisite power and authority to conduct the business now being conducted at the Branches. Seller and each of its Affiliates has the requisite corporate power and authority and has taken all shareholder and corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid and binding agreement of Seller enforceable against Seller in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

5.2     No Conflicts. The execution, delivery and performance of this Agreement and the other instruments and documents contemplated hereby by Seller does not, and will not, (i) violate any provision of its charter or by-laws, (ii) subject to Regulatory Approvals, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any Regulatory Authority to which Seller is subject or any agreement or instrument of Seller, or to which Seller is subject or by which Seller is otherwise bound, which violation, breach, contravention or default referred to in this clause (ii), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iii) assuming the receipt of any required third party consents under the Branch Leases, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the Assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller is a party, or by which it or any of its properties or assets may be bound or affected, which breach, conflict, loss of benefit, termination, cancellation, acceleration, Encumbrance, violation or default would materially impact the Assets and Assumed Liabilities or would materially prevent or delay Seller from performing its obligations under this Agreement in all material respects. Seller has all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations of all federal, state and local governments and governmental authorities necessary for the lawful conduct of its business at each of the Branches as now conducted in all material respects, and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations, are valid and in good standing and, to Seller’s knowledge, are not subject to any suspension, modification or revocation or proceedings related thereto.

5.3     Approvals and Consents. Other than Regulatory Approvals, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any governmental or regulatory authorities of the United States or the several States in connection with the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller. There are no consents or approvals of any other third party required to be obtained in connection with the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated by this Agreement by Seller.

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5.4     Leases. Each Branch Lease and each Tenant Lease is the valid and binding obligation of Seller, and to Seller’s knowledge, of each other party thereto; and there does not exist with respect to Seller’s material obligations thereunder, or, to Seller’s knowledge, with respect to the material obligations of the lessor thereof, any default, or event or condition that constitutes or, after notice or passage of time or both, would constitute a default on the part of Seller or the lessor or sublessee, as applicable, under any such Branch Lease or Tenant Lease. As used in this Section 5.4, the term “lessor” includes any sub-lessor of the property to Seller. The Branch Leases give Seller the right to occupy the building and land comprising the related Branch in accordance with the terms of such Branch Lease. Other than the Tenant Leases, there are no subleases relating to any Branch created or suffered to exist by Seller.

5.5     Litigation and Undisclosed Liabilities. There are no actions, complaints, petitions, suits or other proceedings or any decree, injunction, judgment, order or ruling entered, promulgated or pending or, to Seller’s knowledge, threatened against Seller and affecting or relating to in any manner the Branches, the Assets or the Assumed Liabilities or against any of the Branches that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To Seller’s knowledge, there are no facts or circumstances that would reasonably be expected to result in any material claims, obligations or liabilities with respect to the Branches, the Assets or the Assumed Liabilities other than as otherwise disclosed in this Agreement.

5.6     Regulatory Matters. (a) There are no pending or, to Seller’s knowledge, threatened disputes or controversies between Seller and any federal, state or local governmental agency or authority, or investigation or inquiry by any such agency or authority, materially affecting or relating to the Branches, the Assets or the Assumed Liabilities.

(b)       Neither Seller nor any of its Affiliates has received any indication from any federal or state governmental agency or authority that such agency would oppose or refuse to grant a Regulatory Approval and Seller knows of no reason relating to Seller or its Affiliates for any such opposition or refusal.

(c)       Neither Seller nor any of its Affiliates is a party to any written order, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state regulatory agency or authority charged with the supervision or regulation of depository institutions, nor has any of them been advised by any such agency or authority that it is contemplating issuing or requesting any such order, decree, agreement, memorandum of understanding, commitment letter or submission, in each case materially affecting or relating to the Branches, the Assets or the Assumed Liabilities.

5.7     Compliance with Laws. All business of the Branches or relating to the Assets and the Assumed Liabilities has been conducted in compliance with all federal, state and local laws, regulations, rules and ordinances applicable thereto, except non-compliance which would not reasonably be expected to have a Material Adverse Effect.

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5.8     Loans. (a) Each Loan:

(i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has no knowledge that any such Obligor at the time of such execution lacked capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the Obligor on the Loan involved;

(ii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(iii) (A) was originated by Seller in conformity in all material respects with applicable laws and regulations and its principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Seller’s records and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefor; complies with all applicable requirements of federal, state, and local laws, and regulations thereunder;

(iv) the servicing practices of Seller used with respect to the Loan have been consistent with Seller’s practices in all material respects and have been in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder;

(v) is owned by Seller and all of Seller’s interests therein will be transferred to Purchaser free and clear of any Encumbrances upon consummation of the P&A Transaction; and

(vi) is serviced by Seller and, except as contemplated herein, no other Person has any present or future right to service or administer such Loan.

(b)        Except as set forth in Section 5.8(a) above, Seller makes no representation or warranty of any kind to Purchaser relating to the Loans, including with respect to (i) the due execution, legality, validity, enforceability, genuineness, sufficiency, value or collectibility of the Loans or any documents, instrument or agreement in the loan or credit file, including, without limitation, documents granting a security interest in any collateral relating to a Loan, (ii) any representation, warranty or statement made by an Obligor or other party in or in connection with any Loan, (iii) the financial condition or creditworthiness of any primary or secondary Obligor under any Loan or any guarantor or surety or other Obligor thereof, (iv) the performance of the Obligor or compliance with any of the terms or provisions of any of the documents, instruments and agreements relating to any Loan, (v) inspecting any of the property, books or records of any Obligor, or (vi) any of the warranties set forth in Section 3-417 of the Uniform Commercial Code.

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5.9     Records. The Records accurately reflect in all material respects as of their respective dates the Net Book Value of the Assets and Assumed Liabilities being transferred to Purchaser hereunder. The Records include all customary Branch, customer and customer-related information reasonably necessary to service the Deposits and Loans on an ongoing basis and as may be required under applicable law in all material respects.

5.10     Title to Assets. Seller is the lawful owner of, or in the case of leased Assets, has a valid leasehold interest in, each of the Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. Subject to the terms and conditions of this Agreement, on the Closing Date, Purchaser will acquire valid title to, or in the case of leased Assets (subject to receipt of any required third party consents under the Branch Leases), a valid leasehold interest in, all of the material Assets, free and clear of any Encumbrances, other than Permitted Encumbrances.

5.11     Deposits. All of the Deposit accounts have been administered and originated, in compliance in all material respects with the documents governing the relevant type of Deposit account and all applicable laws. The Deposit accounts are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid in full when due. All of the Deposits are transferable at the Closing to Purchaser, and, to Seller’s knowledge, there are no Deposits that are subject to any judgment, decree or order of any Regulatory Authority. Prior to the date of this Agreement, Seller has provided Purchaser with forms of all deposit agreements related to the Deposits and all such forms contain all material terms of the Deposits.

5.12     Environmental Laws; Hazardous Substances. Except as would not, individually or in the aggregate, have a Material Adverse Effect, each parcel of Real Property:

(i) is and has been operated by Seller in compliance with all applicable Environmental Laws;

(ii) is not the subject of any written notice received by Seller from any governmental authority or other Person alleging the violation of or liability under, any applicable Environmental Laws;

(iii) to Seller’s knowledge, is not currently subject to any court order, administrative order or decree arising under any Environmental Law;

(iv) has not been used by Seller or, to Seller’s knowledge, any other Person for the disposal of Hazardous Substances and, to Seller’s knowledge, is not contaminated with any Hazardous Substances requiring remediation or response under any applicable Environmental Law;

(v) to Seller’s knowledge, with respect to any Hazardous Substances, the only use of any such Hazardous Substances has been in such amounts and types as is lawful under Environmental Law; and

(vi) to Seller’s knowledge, has not had any releases, emissions, or discharges of Hazardous Substances except as permitted under applicable Environmental Laws.

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5.13     Brokers’ Fees. Seller has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement, except for the fees and commissions of Merrill Lynch, Pierce, Fenner & Smith Incorporated, for which Seller shall be solely liable.

5.14     Property.

(a)       Seller has, and will convey to Purchaser at the Closing, good and marketable title, such as is insurable by the Title Insurer, to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. No lien, judgment or encumbrance which (A) does not specifically pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable.

(b)       Seller has not received any written notice of any material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Owned Real Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the Owned Real Property.

(c)       Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened.

(d)       Seller has received no written notice of any material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists.

(e)       Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby.

(f)       Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear).

5.15     Absence of Certain Changes or Events. Since December 31, 2013, no event has occurred that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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5.16     Employee Benefit Plans; Labor Matters.

(a)       Seller provided to Purchaser on the date hereof, in writing, complete and accurate lists of the Branch Employees as of no more than ten (10) Business Days prior to the date of this Agreement, with such list indicating each Branch Employee’s job title, status (active or on statutory or employer approved leave and full-time or part-time), annual current salary or wage rate, incentive compensation for performance years 2013 and, when available, 2014, business location, exempt/non-exempt status under the Fair Labor Standards Act (as classified by Seller or its Affiliates), regularly scheduled hours, job band, annual vacation entitlement, applicable incentive plan and date of hire (original and most recent as applicable). Such lists shall be updated by Seller and provided to Purchaser following each month and as of the Closing Date.

(b)       No Benefit Plan in which the Branch Employees participate is a multiemployer plan within the meaning of Section 3(37) of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA.

(c)       No Branch Employee is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, in each case with respect to such Branch Employee’s employment with Seller. With respect to any Branch Employee, (i) Seller is not the subject of any proceeding seeking to compel it to bargain with any labor organization as to wages and conditions of employment, nor to Seller’s knowledge is any such proceeding threatened, and (ii) no strike or similar labor dispute by the Branch Employees is pending or, to Seller’s knowledge, threatened.

5.17     Available Funds. Seller has, and as of the Closing Date will have, sufficient funds to consummate the transactions contemplated by this Agreement, including the making of payments pursuant to Section 3.2 and, if applicable, Section 3.3.

5.18     Limitations on Representations and Warranties. Except for the representations and warranties specifically set forth in this Agreement, neither Seller nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Purchaser, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Seller hereby disclaims any such representation or warranty whether by Seller or any of its officers, directors, employees, agents or representatives or any other Person.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:

6.1     Corporate Organization and Authority. Purchaser is a Georgia banking corporation, duly organized and validly existing under the laws of Georgia and has the requisite power and authority to conduct the business conducted at the Branches substantially as currently conducted by Seller. Purchaser has the requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by Seller, this Agreement is a valid and binding agreement of Purchaser enforceable against Purchaser in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

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6.2     No Conflicts. The execution, delivery and performance of this Agreement and the other instruments and documents contemplated hereby by Purchaser does not, and will not, (i) violate any provision of its charter or by-laws or (ii) subject to Regulatory Approvals, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any Regulatory Authority to which Purchaser is subject or any agreement or instrument of Purchaser, or to which Purchaser is subject or by which Purchaser is otherwise bound, which violation, breach, contravention or default referred to in this clause (ii), individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect.

6.3     Approvals and Consents. Other than the Regulatory Approvals, no notices, reports or other filings are required to be made by Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchaser from, any governmental or regulatory authorities of the United States or the several States in connection with the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser, the failure to make or obtain any or all of which, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect.

6.4     Regulatory Matters. (a) There are no pending or, to Purchaser’s knowledge, threatened disputes or controversies between Purchaser and any federal, state or local governmental agency or authority that, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect.

(b)       Neither Purchaser nor any of its Affiliates has received any indication from any federal or state governmental agency or authority that such agency would oppose or refuse to grant a Regulatory Approval and Purchaser knows of no reason that it will not timely receive any necessary approval or authorization of all applicable bank Regulatory Authorities.

(c)       Neither Purchaser nor any of its Affiliates is a party to any written order, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state regulatory agency or authority charged with the supervision or regulation of depository institutions, nor has Purchaser been advised by any such agency or authority that such agency or authority is contemplating issuing or requesting any such order, decree, agreement, memorandum of understanding, commitment letter or submission, in each case which, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect.

(d)       Purchaser is, and on a pro forma basis giving effect to the P&A Transaction, will be, (i) at least “well capitalized” (as that term is defined at 12 C.F.R. 5.39(d)(11) or the relevant regulation of Purchaser’s primary federal bank regulator), and (ii) in compliance with all capital requirements, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches, and no such regulator is likely to, or has indicated that it may, condition any of the Regulatory Approvals upon an increase in Purchaser’s capital or compliance with any capital requirement, standard or ratio.

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(e)       Purchaser has no reason to believe that, as of the date hereof, it will be required to divest deposit liabilities, branches, loans or any business or line of business, or raise capital or achieve increased regulatory capital ratios or otherwise modify its financial condition or business at the request of any Regulatory Authority as a condition to the receipt of any of the Regulatory Approvals.

(f)       Each of the subsidiaries or Affiliates of Purchaser that is an insured depository institution was rated “Satisfactory” or “Outstanding” for performance under the Community Reinvestment Act (the “CRA”) following its most recent CRA performance examination by a Regulatory Authority. Purchaser has neither been informed that its current rating will or may be lowered in connection with a pending or future examination for CRA performance nor does it have knowledge of the existence of any fact or circumstance or set of facts or circumstances that could reasonably be expected to result in Purchaser having its current rating lowered.

(g)       Purchaser has received no notice of and has no knowledge of any planned or threatened objection by any community group to the transactions contemplated hereby.

6.5     Litigation and Undisclosed Liabilities. There are no actions, suits or proceedings pending or, to Purchaser’s knowledge, threatened against Purchaser, or obligations or liabilities (whether or not accrued, contingent or otherwise) or, to Purchaser’s knowledge, facts or circumstances that could reasonably be expected to result in any claims against or obligations or liabilities of Purchaser that, individually or in the aggregate, would have a Material Adverse Effect.

6.6     Operation of the Branches. Purchaser intends to continue to provide retail and business banking services in the geographical area served by the Branches.

6.7     Brokers’ Fees. Purchaser has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement, except for fees and commissions for which Purchaser shall be solely liable.

6.8     Financing to be Available. Purchaser’s ability to consummate the transactions contemplated by this Agreement is not contingent on raising any equity capital, obtaining financing therefor, consent of any lender or any other matter relating to funding the P&A Transaction.

6.9     Limitations on Representations and Warranties. Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

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ARTICLE 7

COVENANTS OF THE PARTIES

7.1     Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):

(i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%);

(ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser;

(iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business;

(iv) Hire any employee for any of the Branches other than in the ordinary course and consistent with past practices, including with respect to the type of position filled and the compensation and benefit levels, provided that Seller shall consult with Purchaser prior to hiring any individual for a branch manager or other managerial position;

(v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller;

(vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below;

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(vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches;

(viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan;

(ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8;

(x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof;

(xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice;

(xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business;

(xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch;

(xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease;

(xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or

(xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

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7.2     Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches, and Purchaser shall be responsible for any documented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b)       From and after the date of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

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(c)       From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

7.3     Regulatory Approvals. (a) As soon as practicable and in no event later than twenty (20) calendar days after the date of this Agreement, Purchaser shall prepare and file any applications, notices and filings required in order to obtain the Regulatory Approvals. Purchaser shall take all necessary actions to obtain each such approval as promptly as reasonably practicable and Purchaser shall not, and shall cause its Affiliates not to, knowingly take any action that would be expected to have the effect of denying or materially delaying or conditioning such approval. Seller will cooperate in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Regulatory Approvals). Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than material filed in connection therewith under a claim of confidentiality.

(b)       The parties shall promptly advise each other upon receiving any communication from any Regulatory Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that the Regulatory Approvals or any other consent or approval required hereunder will not be obtained or that the receipt of any such approval will be materially delayed.

(c)       Neither Seller nor Purchaser shall, or allow any of their respective Affiliates to, knowingly take any action that would reasonably be expected to result in a Material Adverse Effect.

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7.4     Consents. (a) Seller agrees to use reasonable best efforts to obtain from lessors under Branch Leases and any other parties the consent of which is required in order to assign or transfer any Asset or Deposit to Purchaser on the Closing Date, any required consents to such assignment or transfer to Purchaser on the Closing Date; provided that, in the case of any Branch Lease, if any consent set forth in this Section 7.4(a) is not obtained notwithstanding Seller’s use of reasonable best efforts as required hereunder, the parties shall negotiate in good faith and Seller and Purchaser shall use reasonable best efforts to enter into a sublease on substantially the same terms (if permitted by the applicable Branch Lease) or make alternative arrangements reasonably satisfactory to Purchaser that provide Purchaser, to the extent reasonably possible, the benefits and burdens of the properties subject to Branch Leases in a manner that does not violate the applicable Branch Lease (for the same cost as would have applied if the relevant consent had been obtained); provided, further, that neither Seller nor any of its Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such authorizations, approvals, consents, negative clearances or waivers; and provided, further, that Seller shall not be obligated to incur any monetary obligations or expenditures to the parties whose consent is requested in connection with the utilization of its reasonable best efforts to obtain any such required consents. If any alternative arrangement is implemented between Seller and Purchaser at or prior to the Closing, the parties shall continue after the Closing to exercise reasonable best efforts to obtain the related consents that could not be obtained prior to the Closing, and, if such a consent is obtained, Seller shall assign to Purchaser the applicable Branch Lease pursuant to the terms of this Agreement applicable to leases assigned at Closing, and the parties shall restructure the applicable alternative arrangement.

(b)  Unless otherwise directed by Purchaser, Seller shall use reasonable best efforts to procure estoppel certificates substantially in the form of Exhibit 7.4(b)-1 attached hereto, from each lessor under Branch Leases, and in the form of Exhibit 7.4(b)-2 from each subtenant under Tenant Leases, which certificates shall be at the expense of Purchaser; provided that in the case of any Branch Lease, if any estoppel certificate as set forth in this Section 7.4(b) is not obtained, notwithstanding Seller’s use of reasonable best efforts as required hereunder, the Assets and Assumed Liabilities associated with the subject Branch shall be transferred to Purchaser and the parties shall negotiate in good faith and Seller shall use reasonable best efforts to make alternative arrangements reasonably satisfactory to Purchaser with respect to such Branch Lease, provided, further, that Seller shall not be obligated to incur any monetary obligations or expenditures to lessors or subtenants in connection with the utilization of reasonable best efforts to obtain such estoppel certificates.

7.5     Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing.

(b)       From time to time following the Closing, at Purchaser’s request and sole expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer as shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities.

(c)       Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing.

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7.6     Solicitation of Accounts; Non-Solicitation. (a) For a period of eighteen (18) months following the Closing Date, Seller agrees that it will not (i) use confidential information contained in Branch customer information files or Records that solely relate to the Assets and Assumed Liabilities that are to be assumed by Purchaser pursuant to this Agreement to solicit financial services business, including deposits, loans and other financial products, of the type offered through the Branches as of the date hereof, or (ii) establish or maintain any branch banking office in the counties listed on Exhibit 7.6(a) serving the mass retail and small commercial banking markets of the type conducted by Seller as of the date hereof; provided, however, that, for the avoidance of doubt, this Section 7.6(a) shall not prohibit or in any way limit Seller or any of its Affiliates, after the Closing Date, from (1) owning and operating ATMs that are not attached to or affiliated with a branch banking office, or (2) offering products and services to customers as part of the businesses of Seller and its Affiliates that are not being sold hereunder, including the conduct of the global wealth, investment management and home loans businesses of Seller or its Affiliates, so long as such activities are not conducted through the use of the confidential information described in the preceding clause (i). Except as set forth in the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services or any other businesses, including deposits, loans and other financial products.

(b)       Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor transact its business in a way intended to induce such customers to close any account and open accounts directly with Purchaser. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not targeted at such customers, and relationships that result therefrom, (ii) engage in lending, deposit, safe deposit, trust or other financial services with customers who have relationships as of the date hereof through other offices of Purchaser or product channels, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and engage in relationships that result therefrom, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

(c)       For a period of eighteen (18) months following the Closing Date, Seller will not, and shall cause its Affiliates not to, solicit for employment any Transferred Employee; provided, however, that nothing in this Section 7.6(c) shall be deemed to prohibit Seller or its Affiliates from (i) making general solicitations not targeted at Transferred Employees (including job announcements in newspapers and industry publications or on the Internet), (ii) soliciting any Transferred Employee whose employment is terminated by Purchaser prior to Seller, or any of its Affiliates, soliciting such Transferred Employee, (iii) soliciting any Transferred Employee who has not been employed by Purchaser or its Affiliates during the six (6) month period prior to the solicitation not otherwise permitted hereunder or (iv) using employee search firms, so long as such employee search firms are not instructed to and do not engage in targeted solicitations of Transferred Employees.

(d)       If any provision or part of this Section 7.6 is held by a court or other authority of competent jurisdiction to be invalid or unenforceable, the parties agree that the court or authority making such determination will have the power to reduce the duration or scope of such provision or to delete specific words or phrases as necessary (but only to the minimum extent necessary) to cause such provision or part to be valid and enforceable. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Section 7.6 without violating applicable law.

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(e)       For the avoidance of doubt, for purposes of this Section 7.6 and the defined terms used herein, each reference to “Branch” or “Branches” in such Section or defined term shall be deemed to exclude the Acquired ATMs.

7.7     Insurance. Seller will use reasonable best efforts to maintain in effect until the Closing Date all casualty and public liability policies relating to the Branches and maintained by Seller on the date hereof or to procure comparable replacement coverage and maintain such policies or replacement coverage in effect until the Closing. Purchaser shall provide all casualty and public liability insurance for the Branches after the Closing. In the event of any material damage, destruction or condemnation affecting Real Property between the date hereof and the time of the Closing, Purchaser shall have the right to exclude any Real Property so affected from the Assets to be acquired, require Seller to take reasonable steps to repair or replace the damaged or destroyed property, or require Seller to deliver to Purchaser any insurance proceeds and other payments, to the extent of the fair market value or the replacement cost of the Real Property, received by Seller as a result thereof unless, in the case of damage or destruction, Seller has repaired or replaced the damaged or destroyed property.

7.8     Servicing Prior to Closing Date. With respect to each of the Loans, from the date hereof until the Closing Date, Seller shall service such Loans in a manner that is consistent with the servicing provided by Seller with respect to its loans that are not to be transferred to Purchaser under the terms of this Agreement. Further, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall not (a) except as required by law, regulation or the terms of the Loan Documents, release any collateral or any party from any liability on or with respect to any of the Loans; (b) compromise or settle any material claims of any kind or character with respect to the Loans; or (c) except as required by law or regulation or to the extent consistent with prevailing market terms and in the ordinary course of business consistent with past practice, modify, amend or waive any of the material terms of any Loan as set forth in the Loan Documents.

7.9     Change of Name, Etc. Immediately after the Closing, Purchaser will (a) change the name and logo on all documents, Branches and other facilities relating to the Assets and the Assumed Liabilities to Purchaser’s name and logo, (b) notify all persons whose Loans, Deposits or Safe Deposit Agreements are transferred under this Agreement of the consummation of the transactions contemplated by this Agreement, and (c) provide all appropriate notices to the OCC and any other Regulatory Authorities required as a result of the consummation of such transactions. Seller shall cooperate with any commercially reasonable request of Purchaser directed to accomplish the removal of Seller’s signage (or the removal of signage of an Affiliate of Seller, if applicable) by Purchaser and the installation of Purchaser’s signage by Purchaser; provided, however, that (i) all such removals and all such installations shall be at the expense of Purchaser, (ii) such removals and installations shall be performed in an environmentally friendly manner (including the recycling of such materials) and in such a manner that does not unreasonably interfere with the normal business activities and operations of the Branches and Purchaser shall repair any damage to the area altered to its pre-existing condition, (iii) such installed signage shall comply with the applicable Branch Lease and all applicable zoning and permitting laws and regulations, (iv) such installed signage shall have, if necessary, received the prior approval of the owner or landlord of the facility, and such installed signage shall be covered in such a way as to make Purchaser signage unreadable at all times prior to the Closing, but such cover shall display the name and/or logo of Seller (or of its Affiliates) in a manner reasonably acceptable to Seller and (v) if this Agreement is terminated prior to the Closing, Purchaser shall immediately and at its sole expense restore such signage and any other area altered in connection therewith to its pre-existing condition. During the fourteen (14) calendar day period following the Closing, Purchaser shall afford to Seller and its authorized agents and representatives reasonable access during normal business hours to the Branches to allow Seller the opportunity to confirm Purchaser’s compliance with the terms of this Section 7.9.

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ARTICLE 8

TAXES AND EMPLOYEE BENEFITS

8.1     Tax Representations. Except as set forth in Schedule 8.1 of the Seller Disclosure Schedule, Seller represents and warrants to Purchaser that all material Tax Returns with respect to the Assets, the Assumed Liabilities or the operation of the Branches, that are required to be filed (taking into account any extension of time within which to file) before the Closing Date, have been or will be duly filed, and all material Taxes shown to be due on such Tax Returns have been or will be paid in full.

8.2     Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

8.3     Sales and Transfer Taxes. Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

8.4     Information Returns. At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

8.5     Payment of Amount Due under Article 8. Any payment by Seller to Purchaser, or to Seller from Purchaser, under this Article 8 (other than payments required by Section 8.3, which shall be paid when determined) to the extent due at the Closing may be offset against any payment due the other party at the Closing. All subsequent payments under this Article 8 shall be made as soon as determinable and shall be made as provided in Section 3.2(b) and bear interest from the date due to the date of payment at the Federal Funds Rate.

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8.6     Assistance and Cooperation. After the Closing Date, each of Seller and Purchaser shall:

(a)       Make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes with respect to the Assets, the Assumed Liabilities, or the operation of the Branches;

(b)       Provide timely notice to the other in writing of any pending or proposed Tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request) or Tax assessments with respect to the Assets, the Assumed Liabilities, or the operation of the Branches for taxable periods for which the other may have a liability under this Agreement; and

(c)       The party requesting assistance or cooperation shall bear the other party’s reasonable out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third party service providers.

8.7     Transferred Employees.

(a)       Offers of Employment.

(i)       General. At least sixty (60) calendar days prior to the Closing Date, and effective as of the Closing Date, Purchaser agrees that it shall, or shall cause one of its Affiliates to, offer employment to each Branch Employee who is actively employed by Seller as of the Closing Date and, subject to Section 8.7(a)(ii) below, to each Leave Recipient, and, effective as of the applicable Transfer Date, Purchaser will, subject to such Branch Employee or Leave Recipient satisfying standard pre-employment screening requirements (which shall not include a credit check), employ each such employee who has accepted the offer. Following the Closing Date, each Branch Employee employed by Purchaser shall, from and after the Transfer Date, be defined as a “Transferred Employee” for purposes of this Agreement. Subject to the provisions of this Section 8.7, Transferred Employees shall, if applicable, be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee.

(ii)      Special Provisions for Leave Recipients. With respect to any Branch Employee who is not actively at work on the Closing Date as a result of an approved leave of absence (including military leave with reemployment rights under federal law and leave under the Family and Medical Leave Act of 1993) (collectively, the “Leave Recipients”), Purchaser shall make an offer of employment in the manner required by Section 8.7(a)(i), contingent on such Leave Recipient’s return to active status within six (6) months following the Closing Date or such longer period as may be required by applicable law. When a Leave Recipient who has (A) accepted the offer and (B) satisfied standard pre-employment screening requirements (which shall not include a credit check) returns to active status pursuant to the terms hereof, such Leave Recipient shall be considered a Transferred Employee.

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(b)       Terms of Offer. Each Branch Employee shall be offered employment subject to the following terms and conditions:

(i)        Each Branch Employee’s base salary shall be at least equivalent to the rate of annual base salary or regular hourly wage rate, as applicable, paid by Seller to such Branch Employee as of the Business Day prior to the Closing Date;

(ii)       Each Branch Employee shall have the same incentive compensation opportunity as is available to other similarly situated employees of Purchaser, as in effect from time to time;

(iii)      Each Branch Employee shall be eligible to receive employee benefits substantially comparable to those available to other similarly situated employees of Purchaser, as in effect from time to time; and

(iv)      Each Branch Employee shall be offered employment at a job location that is no more than twenty (20) miles from such Branch Employee’s primary workplace immediately prior to the Closing Date.

(c)       Severance Payments. With respect to any Transferred Employee whose employment is terminated by Purchaser for any reason other than cause on or before the first anniversary of the applicable Transfer Date, Purchaser shall pay to such Transferred Employee the greater of (i) the amount of cash severance pay such Transferred Employee would have received if he or she separated from Seller under Seller’s severance policy as described in Schedule 8.7(c) of the Seller Disclosure Schedule, and (ii) the amount of cash severance pay payable to such Transferred Employee under any applicable severance plan of Purchaser in effect at the time of such termination; provided, however, in each case that such Transferred Employee shall be credited for service with Seller as described in Section 8.7(d) of the Agreement. In addition and notwithstanding any provision herein to the contrary, if a Branch Employee does not receive an offer from Purchaser in compliance with Section 8.7(b) of this Agreement and such Branch Employee’s employment with Seller is terminated by Seller in connection with the transactions contemplated by this Agreement (and in no event later than three (3) months following the end of the Transfer Date), then Purchaser shall reimburse Seller, within thirty (30) days of receipt of an invoice from Seller, for the costs of any severance benefits (including the costs incurred during any notice period or pay in lieu of notice) payable by Seller to such Branch Employee as provided in this Section 8.7(c).

(d)       Credit for Service. Purchaser shall cause each benefit plan, severance plan and time-off program maintained, sponsored, adopted or contributed to by Purchaser or its Affiliates in which Transferred Employees are eligible to participate (collectively, the “Purchaser Benefit Plans”), to take into account for all purposes under Purchaser Benefit Plans (but not for purposes of defined benefit pension accruals under any defined benefit plan) the service of such employees with Seller or its Affiliates prior to the Transfer Date to the same extent as such service was credited for the applicable purpose by Seller or the applicable Affiliate. In addition, Purchaser shall cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Purchaser Benefit Plans.

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(e)       Pre-Existing Conditions. Purchaser shall, and shall cause its Affiliates to, (i) waive limitations on benefits relating to any pre-existing conditions of the Transferred Employees and their eligible dependents to the extent that such limitations were waived under the applicable employee benefit or welfare plan in which such Transferred Employee participated prior to the Transfer Date, and (ii) use reasonable best efforts to recognize for purposes of annual deductible and out-of-pocket limits under their health plans applicable to Transferred Employees, deductible and out-of-pocket expenses paid by Transferred Employees and their respective dependents under Seller’s or any of its Affiliates’ health or welfare plans in the calendar year in which the Transfer Date occurs.

(f)       Vacation. Seller shall pay to the Transferred Employees all accrued but unpaid vacation for periods prior to the Transfer Date as soon as administratively practicable after the Transfer Date or as required by applicable Law, but in no event later than thirty (30) Business Days after the Transfer Date.

(g)       Bonus Payments. Seller shall retain (and be liable for the payment of) all amounts earned by a Transferred Employee under the Benefit Plans that provide incentive compensation in which such Transferred Employee is eligible to participate (determined as of immediately prior to the applicable Transfer Date) for periods of service through the day immediately prior to the applicable Transfer Date. From and after the Closing Date, Purchaser shall be liable for the payment of incentive compensation to the Transferred Employees for service with Purchaser from and after the applicable Transfer Date.

(h)       Rollover of 401(k) Plan Accounts. Prior to the Closing Date and thereafter (as applicable), Seller and Purchaser shall take any and all action as may be required, including, if necessary, amendments to the tax qualified defined contribution plan of Seller in which Transferred Employees participate (the “Seller 401(k) Plan”) and/or the tax qualified defined contribution plan of Purchaser (the “Purchaser 401(k) Plan”), to permit each Transferred Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, excluding loans) in cash in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Transferred Employee from the Seller 401(k) Plan to the Purchaser 401(k) Plan.

(i)       Welfare Benefits Generally. (i) Seller and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee (and his or her spouse, dependents or beneficiaries) before his or her Transfer Date, and (B) claims relating to COBRA Continuation Coverage (and for providing any notices related thereto) attributable to “qualifying events” with respect to any Branch Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Purchaser and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA Continuation Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or after such Transferred Employee’s Transfer Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or prescription is actually filled, and not when the condition arose. A disability claim shall be considered incurred when the date of disability occurs and a workers’ compensation claim shall be considered incurred on the date of the occurrence as determined under the applicable state regulations.

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(j)       Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.

(k)       No Third Party Rights or Amendment to Benefit Plans. Nothing in this Agreement shall be construed to grant any Branch Employee or Transferred Employee a right to continued employment by, or to receive any payments or benefits from, Purchaser or Seller or their respective Affiliates or through any employee benefit plan. This Agreement shall not limit Purchaser’s or Purchaser’s Affiliate’s ability or right to amend or terminate any benefit or compensation plan or program of Purchaser or its Affiliates and nothing contained herein shall be construed as an amendment to or modification of any such plan. This Section 8.7 shall be binding upon and inure solely to the benefit of each party to this Agreement, and nothing in this Section 8.7, express or implied, is intended to confer upon any other Person, including, any current or former director, officer or employee of Seller or any of its Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.7.

ARTICLE 9

CONDITIONS TO CLOSING

9.1     Conditions to Obligations of Purchaser. Unless waived in writing by Purchaser, the obligation of Purchaser to consummate the P&A Transaction is conditioned upon satisfaction of each of the following conditions:

(a)       Regulatory Approvals. The Regulatory Approvals shall have been made or obtained, and shall remain in full force and effect, and all waiting periods applicable to the consummation of the P&A Transaction shall have expired or been terminated.

(b)       Orders. No court or governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an “Order”) that is in effect and that prohibits or makes illegal the consummation of the P&A Transaction.

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(c)       Representations and Warranties. (i) The representations and warranties of Seller contained in Sections 5.1, 5.2(i), 5.13, 5.15 and 5.17 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such time (except that representations and warranties as of a specified date need only be true on and as of such date) and (ii) the other representations and warranties of Seller contained in this Agreement shall be true in all respects in each case as of the date of this Agreement and as of the Closing Date (except that representations and warranties as of a specified date need only be true on and as of such date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 9.1(c)(ii), such representations and warranties shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect.

(d)       Covenants and Other Agreements. Seller shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

(e)        Seller Officers’ Certificate. Purchaser shall have received at the Closing a certificate dated as of the Closing Date and executed by the Chief Executive Officer, the Chief Financial Officer, the President or any Executive Vice President or Senior Vice President of Seller to the effect that each of the conditions specified above in Sections 9.1(c) and (d) are satisfied in all respects.

(f)       Seller Closing Deliverables. Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

9.2     Conditions to Obligations of Seller. Unless waived in writing by Seller, the obligation of Seller to consummate the P&A Transaction is conditioned upon satisfaction of each of the following conditions:

(a)       Regulatory Approvals. The Regulatory Approvals shall have been made or obtained, and shall remain in full force and effect, and all waiting periods applicable to the consummation of the P&A Transaction shall have expired or been terminated.

(b)       Orders. No Order shall be in effect that prohibits or makes illegal the consummation of the P&A Transaction.

(c)       Representations and Warranties. (i) The representations and warranties of Purchaser contained in Sections 6.1, 6.2(i), 6.7 and 6.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such time (except that representations and warranties as of a specified date need only be true on and as of such date) and (ii) the other representations and warranties of Purchaser contained in this Agreement shall be true in all respects in each case as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such time (except that representations and warranties as of a specific date need to be true only as of such date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 9.2(c)(ii), such representations and warranties shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect.

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(d)       Covenants and Other Agreements. Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

(e)       Purchaser Officers’ Certificate. Seller shall have received at the Closing a certificate dated as of the Closing Date and executed by the Chief Executive Officer, the Chief Financial Officer, the President or any Executive Vice President or Senior Vice President of Purchaser to the effect that each of the conditions specified above in Sections 9.2(c) and (d) are satisfied in all respects.

(f)       Purchaser Closing Deliverables. Purchaser shall have delivered to Seller each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.6 (in the case of any assignment contemplated thereby, subject to delivery by Seller of any related requisite third-party consent) at or prior to the Closing Date.

ARTICLE 10

TERMINATION

10.1     Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)       by the mutual written agreement of Purchaser and Seller;

(b)       by Purchaser if (i) at the time of such termination any of the representations and warranties of Seller contained in this Agreement shall not be true and correct to the extent that the condition set forth in Section 9.1(c) cannot be satisfied, or (ii) there shall have been any material breach of any covenant, agreement or obligation of Seller hereunder to the extent that the condition set forth in Section 9.1(d) cannot be satisfied, and, in the case of (i) or (ii), such breach or failure is not or cannot be remedied by Seller within thirty (30) calendar days after receipt of notice in writing from Purchaser specifying the nature of such breach or failure and requesting that it be remedied; provided that Purchaser may not terminate this Agreement based upon the failure of the conditions set forth in Section 9.1(c) or Section 9.1(d) to be satisfied if such failure was caused by Purchaser’s breach of this Agreement or failure to act in good faith or Purchaser’s or any of its representative’s failure to use reasonable best efforts to cause the Closing to occur;

(c)       by Seller, if (i) at the time of such termination any of the representations and warranties of Purchaser contained in this Agreement shall not be true and correct to the extent that the condition set forth in Section 9.2(c) cannot be satisfied, or (ii) there shall have been any breach of any covenant, agreement or obligation of Purchaser hereunder to the extent that the condition set forth in Section 9.2(d) cannot be satisfied, and, in the case of (i) or (ii), such breach or failure is not or cannot be remedied by Purchaser within thirty (30) calendar days after receipt of notice in writing from Seller specifying the nature of such breach or failure and requesting that it be remedied; provided that Seller may not terminate this Agreement based upon the failure of the conditions set forth in Section 9.2(c) or Section 9.2(d) to be satisfied if such failure was caused by Seller’s or any of its representative’s failure to act in good faith or Seller’s breach of this Agreement or failure to use reasonable best efforts to cause the Closing to occur;

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(d)       by Seller or Purchaser, in the event the Closing has not occurred by the date that is nine (9) months after the date of this Agreement, unless the failure to so consummate is due to a breach of this Agreement by the party seeking to terminate; or

(e)       by either Seller or Purchaser, if any governmental agencies or authorities that must grant a Regulatory Approval has denied approval of the P&A Transaction and such denial has become final and nonappealable or any governmental agency or authority of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the P&A Transaction.

10.2     Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to Section 10.1, except as set forth in this Agreement, no party hereto (or any of its directors, officers, employees, agents or Affiliates) shall have any liability or further obligation to any other party, except that neither Seller nor Purchaser shall be relieved or released from any liabilities or damages arising out of any willful breach of this Agreement.

ARTICLE 11

INDEMNIFICATION

11.1     Indemnification. (a) Subject to Section 12.1, after the Closing, Seller shall indemnify and hold harmless Purchaser and any Person directly or indirectly controlling or controlled by Purchaser, and their respective directors, officers, employees and agents, from and against any and all Losses asserted against or incurred by Purchaser to the extent arising out of or resulting from the following:

(i) any breach of any representation or warranty made by Seller in this Agreement (disregarding, in each case other than in the case of Section 5.15, for purposes of determining the amount of any Loss (but not for purposes of determining whether there has been a breach), any qualification on any such representation or warranty as to “materiality,” “in all material respects,” “Material Adverse Effect” or similar materiality qualifications);

(ii) any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement;

(iii) any Excluded Taxes; or

(iv) any Excluded Liability.

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(b)       Subject to Section 12.1, after the Closing, Purchaser shall indemnify and hold harmless Seller and any Person directly or indirectly controlling or controlled by Seller, and their respective directors, officers, employees and agents, from and against any and all Losses asserted against or incurred by Seller to the extent arising out of or resulting from the following:

(i) any breach of any representation or warranty made by Purchaser in this Agreement (disregarding, in each case, for purposes of determining the amount of any Loss (but not for purposes of determining whether there has been a breach), any qualification on any such representation or warranty as to “materiality,” “in all material respects,” “Material Adverse Effect” or similar materiality qualifications);

(ii) any breach of any covenant or agreement to be performed by Purchaser pursuant to this Agreement; or

(iii) the Assumed Liabilities or any responsibility, obligation, duty, legal action, administrative or judicial proceeding, claim, penalty or liability arising out of Purchaser’s ownership or operation from and after the Closing of the business represented by the Branches, the Assets or the Assumed Liabilities.

(c)       To exercise its indemnification rights under this Section 11.1 as a result of the assertion against it of any claim or potential liability for which indemnification is provided, the indemnified party shall promptly notify the indemnifying party of the assertion of such claim, discovery of any such potential liability or the commencement of any action or proceeding in respect of which indemnity may be sought hereunder (including, with respect to claims arising from a breach of representation or warranty made in Article 8, the commencement of an audit, administrative investigation or judicial proceeding by any governmental authority); provided, however, that, subject to the Survival Periods set forth in Section 12.1(a), any delay or failure by the indemnified party to give notice shall not relieve the indemnifying party of its obligations hereunder except to the extent, if at all, that the indemnifying party is actually and materially prejudiced by reason of such delay or failure. The indemnified party shall advise the indemnifying party of all facts relating to such assertion within the knowledge of the indemnified party, and shall afford the indemnifying party the opportunity, at the indemnifying party’s sole cost and expense, to defend against such claims for liability. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (i) the indemnifying party and the indemnified party mutually agree to the retention of such counsel or (ii) the named parties to any such suit, action, or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party, and in the reasonable judgment of the indemnified party, representation of the indemnifying party and the indemnified party by the same counsel would be inadvisable due to actual or potential differing defenses or conflicts of interests between them.

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(d)       Neither party to this Agreement shall settle, compromise, discharge or consent to an entry of judgment with respect to a claim or liability subject to indemnification under this Article 11 without the other party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the indemnifying party may agree without the prior written consent of the indemnified party to any settlement, compromise, discharge or consent to an entry of judgment in each case that by its terms (i) obligates the indemnifying party to pay the full amount of the liability in connection with such claim and that unconditionally releases the indemnified party and its Affiliates from all liability or obligation in connection with such claim and (ii) does not impose injunctive or other non-monetary equitable relief against the indemnified party or its Affiliates, or their respective businesses.

(e)       Notwithstanding anything to the contrary contained in this Agreement, an indemnifying party shall not be liable under Section 11.1(a)(i) or Section 11.1(b)(i) for any Losses sustained by the indemnified party unless and until the aggregate amount of all indemnifiable Losses sustained by the indemnified party shall exceed $100,000 (the “Deductible”), in which event the indemnifying party shall provide indemnification hereunder in respect of all such indemnifiable Losses in excess of the Deductible; provided, however, that the maximum aggregate amount of indemnification payments payable by Seller pursuant to Section 11.1(a)(i) or by Purchaser pursuant to Section 11.1(b)(i), as applicable, shall be $6,250,000; provided, further, that an indemnifying party shall not have any liability under Section 11.1(a)(i) or Section 11.1(b)(i) for any individual items where the Loss relating thereto is less than $25,000, and such items shall not be aggregated or included for purposes of determining the Deductible. In no event shall either party hereto be entitled to consequential or punitive damages or damages for lost profits in any action relating to the subject matter of this Agreement.

(f)       Notwithstanding the foregoing, if a third party claim includes or would reasonably be expected to include both a claim for Taxes that are Assumed Liabilities pursuant to Section 2.2(a)(vii) (“Purchaser Taxes”) and a claim for Taxes that are not Assumed Liabilities pursuant to Section 2.2(a)(vii) (“Seller Taxes”), and such claim for Seller Taxes is not separable from such a claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or Purchaser, as the case may be, the “Controlling Party”) shall be entitled to control the defense of such third party claim (such third party claim, a “Tax Claim”). In such case, the other party (Seller or Purchaser, as the case may be, the “Non-Controlling Party”) shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes.

(g)       Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Seller, Purchaser, and their respective Affiliates shall treat any and all payments under this Article 11 as an adjustment to the Purchase Price for all Tax purposes.

(h)       An indemnified party shall use reasonable best efforts to mitigate any claim or liability that such indemnified party asserts under this Article 11. In the event that an indemnified party shall fail to use such reasonable best efforts to mitigate any claim or liability, then notwithstanding anything else to the contrary contained in this Agreement, the indemnifying party shall not be required to indemnify any indemnified party for any portion of a Loss that would reasonably be expected to have been avoided if the indemnified party had made such efforts.

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11.2     Exclusivity. After the Closing, except as expressly set forth in Sections 4.3(b), 4.8 and 8.3, and except in the case of common law fraud in connection with this Agreement, this Article 11 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby (including any ancillary agreements and deed and other closing deliverables); provided that it is understood and agreed that the foregoing shall not prevent a party from obtaining specific performance, injunctive relief or any other available non-monetary equitable remedy.

11.3     AS-IS Sale; Waiver of Warranties. Except for the representations and warranties set forth in this Agreement, Purchaser acknowledges that the Assets and Assumed Liabilities are being sold and accepted on an “AS-IS-WHERE-IS” basis, and are being accepted without any representation or warranty. As part of Purchaser’s agreement to purchase and accept the Assets and Assumed Liabilities AS-IS-WHERE-IS, and not as a limitation on such agreement, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER HEREBY DISCLAIMS AND PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE AGAINST SELLER OR ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLING SELLER REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE ASSETS AND ASSUMED LIABILITIES INCLUDING THE LOANS AND/OR THE COLLATERAL THEREFOR EXCEPT THOSE SET FORTH IN THIS AGREEMENT. SUCH WAIVER AND RELEASE IS, TO THE FULLEST EXTENT PERMITTED BY LAW, ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN EVERY WAY. SUCH WAIVER AND RELEASE INCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, A WAIVER AND RELEASE OF EXPRESS WARRANTIES (EXCEPT THOSE REPRESENTATIONS AND WARRANTIES OTHERWISE SET FORTH IN THIS AGREEMENT), IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS.

ARTICLE 12

MISCELLANEOUS

12.1     Survival. (a) The parties’ respective representations and warranties contained in this Agreement shall survive until the twelfth (12th) month anniversary of the Closing Date; provided, however, that (i) each of the representations and warranties of parties set forth in Sections 5.1 and 6.1 shall survive until the sixth (6th) anniversary of the Closing Date and (ii) the representations and warranties set forth in Section 5.10 shall survive until the expiration of the applicable statute of limitations, and thereafter neither party may claim any Loss in relation to a breach thereof (each such specified period, a “Survival Period”); provided, however, that the claims set forth in any claim for indemnity made by an indemnified party on or prior to the applicable Survival Period shall survive until such claim is finally resolved. The agreements and covenants contained in this Agreement shall survive the Closing until performed in full or the obligation to so perform shall have expired.

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(b)       No claim based on any breach of any representation or warranty shall be valid or made unless notice with respect thereto is given to the indemnifying party in accordance with this Agreement.

12.2     Assignment. Neither this Agreement nor any of the rights, interests or obligations of either party may be assigned by either party hereto without the prior written consent of the other party, and any purported assignment in contravention of this Section 12.2 shall be void.

12.3     Binding Effect. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.4     Public Notice. Prior to the Closing Date, neither Purchaser nor Seller shall make or cause to be made any press release for general circulation, public announcement or disclosure or issue any notice or general communication to employees or customers with respect to any of the transactions contemplated hereby (each, a “Public Notice”) without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser and Seller each agree that, without the other party’s prior written consent, it shall not release or disclose any of the terms or conditions of the transactions contemplated herein to any other Person (other than any bank Regulatory Authority). Notwithstanding the foregoing, each party may make a Public Notice as, based on the advice of its counsel, may be required by law or as necessary to obtain the Regulatory Approvals. Except with respect to a Public Notice issued by Purchaser or any of its Affiliates in compliance with the terms of this Section 12.4 that announces the execution of this Agreement or the consummation of the transactions contemplated hereby, no Public Notice issued by Purchaser or any of its Affiliates shall reference the name of Seller or any of its Affiliates without the prior written consent of Seller (which consent Seller may withhold, condition or delay in its sole discretion).

12.5     Notices. All notices, requests, demands, consents and other communications given or required to be given under this Agreement and under the related documents shall be in writing and delivered to the applicable party at the address indicated below:

If to Seller:	Bank of America, National Association
	100 North Tryon Street
	NC1-007-14-30
	Charlotte, North Carolina 28255
	Attention: Keri Shull
	Facsimile: (704) 683-9281

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With a copy to:	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, New York 10019
	Attention:  Nicholas G. Demmo
	Fax: (212) 403-2000
If to Purchaser:	Ameris Bancorp
	310 First Street, S.E.
	Moultrie, Georgia  31768
	Attention:  Edwin W. Hortman, Jr.
	Fax:  (229) 890-2235
With a copy to:	Rogers & Hardin LLP
	229 Peachtree Street, N.E.
	Suite 2700
	Atlanta, Georgia 30303
	Attention:  Jody L. Spencer
	Fax:  (404) 230-0972

or, as to each party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 12.5. Any notices shall be in writing, including telegraphic or facsimile communication, and may be sent by registered or certified mail, return receipt requested, postage prepaid, or by fax, or by overnight delivery service. Notice shall be effective upon actual receipt thereof.

12.6     Expenses. Except as expressly provided otherwise in this Agreement, each party shall bear any and all costs and expenses that it incurs, or that may be incurred on its behalf, in connection with the preparation of this Agreement and consummation of the transactions described herein, and the expenses, fees, and costs necessary for any approvals of the appropriate Regulatory Authorities.

12.7     Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and entirely to be performed in such state and without regard to its principles of conflict of laws. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court sitting in the borough of Manhattan, New York City.

12.8     Waiver of Jury Trial. The parties hereby waive, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties hereby further agree and consent that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties may file a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.

56

12.9     Entire Agreement; Amendment. (a) This Agreement contains the entire understanding of and all agreements between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters, which agreements or understandings shall be of no force or effect for any purpose; provided, however, that the terms of any confidentiality agreement the parties hereto previously entered into shall, to the extent not inconsistent with any provisions of this Agreement, continue to apply until the Closing.

(b)       This Agreement may not be amended or supplemented in any manner except by mutual agreement of the parties and as set forth in a writing signed by the parties hereto or their respective successors in interest. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be waiver of any preceding or subsequent breach under this Agreement. No such waiver shall be effective unless in writing.

12.10     Third Party Beneficiaries. Except as expressly provided in Section 11.1, this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than Seller and Purchaser.

12.11     Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile copy or electronic transmission of a signature page shall be deemed to be an original signature page.

12.12     Headings. The headings used in this Agreement are inserted for purposes of convenience of reference only and shall not limit or define the meaning of any provisions of this Agreement.

12.13     Severability. If any provision of this Agreement, as applied to any party or circumstance, shall be judged by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way effect any other provision of this Agreement, the application of any such provision and any other circumstances or the validity or enforceability of the other provisions of this Agreement.

12.14     Interpretation. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article, Section of or Exhibit to this Agreement unless otherwise indicated. The Recitals hereto constitute an integral part of this Agreement. References to Sections include subsections, which are part of the related Section (e.g., a section numbered “Section 5.13(a)” would be part of “Section 5.13” and references to “Section 5.13” would also refer to material contained in the subsection described as “Section 5.13(a)”). The table of contents, index and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the Preamble to this Agreement.

57

12.15     Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof (and, more specifically, that irreparable damage would likewise occur if the P&A Transaction was not consummated), and, accordingly, that the parties shall be entitled, without the necessity of posting a bond or other security, to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the P&A Transaction, subject to the terms and conditions of this Agreement).

[Remainder of page intentionally left blank]

58

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date and year first above written.

BANK OF AMERICA, NATIONAL ASSOCIATION
By:	/s/ Keri Shull
	Name:   Keri Shull
	Title:   Director and Senior Finance Manager
AMERIS BANK
By:	/s/ Dennis J. Zember Jr.
	Name: Dennis J. Zember Jr.
	Title:  EVP/CFO

59

EX-99.1

Exhibit 99.1

News Release

For more information contact:

Dennis J. Zember Jr.

Executive Vice President & CFO

(229) 890-1111

AMERIS BANCORP ANNOUNCES RECORD EARNINGS FOR 2014 AND

TWO STRATEGIC ACQUISITIONS

January 29, 2015

AMERIS BANCORP (NASDAQ-GS: ABCB), Moultrie, Georgia. Ameris Bancorp (“Ameris” or the “Company”) today announced earnings and operating results for the quarter and twelve months ended December 31, 2014, and simultaneously announced the signing of definitive agreements to purchase Merchants & Southern Banks of Florida, Inc. and eighteen Bank of America branches.

Ameris reported operating net income of $41.0 million, or $1.56 per share, for the year ended December 31, 2014, compared to $21.4 million, or $0.89 per share, in 2013. Operating net income excludes $2.6 million and $3.2 million of after-tax merger charges in 2014 and 2013, respectively. Commenting on the Company’s record earnings, Edwin W. Hortman, Jr., President and CEO, said, “We are proud of the efforts of our bankers in 2014 whose collective success produced record earnings and record earnings per share. Our profitability ratios improved again in 2014, with our operating return on assets and operating return on tangible capital moving significantly higher. Organic growth in loans came in at 10% with our bankers continuing to manage stronger than average loan yields. Our growth in non-interest bearing deposits provided funding to exceed the loan growth in part due to our treasury sales efforts. In addition, our non-interest income divisions continue to manage highly profitable operations and contributed 20.7% of our 2014 net income.”

For the fourth quarter of 2014, net income available to common shareholders, on an operating basis, was $10.6 million and $0.39 per share, compared to $3.8 million and $0.16, respectively, in the same quarter in 2013.

Acquisition of Merchants & Southern Banks of Florida, Inc.

Ameris announced today the signing of a stock purchase agreement under which Ameris will acquire Merchants & Southern Banks of Florida, Inc. (“Merchants & Southern”), the parent company of Merchants and Southern Bank, Gainesville, Florida. As of December 31, 2014, Merchants & Southern had assets of $473 million, gross loans of $214 million and deposits of $336 million.

The acquisition strengthens the Company’s North Florida franchise by providing entry points into the Gainesville and Ocala markets, as well as further enhancing the Company’s presence in the greater Jacksonville Metropolitan Statistical Area.

“We are very excited about the Merchants & Southern acquisition and the opportunities that we believe are present in the Gainesville, Ocala and Jacksonville markets,” said Hortman. “Additionally, it allows us to more effectively align our resources in what we believe is the premier community bank operating in those North Florida markets.”

Under the terms of the purchase agreement, Ameris will pay $50 million in cash for all of the issued and outstanding shares of Merchants & Southern. The transaction is expected to close during the second quarter of 2015 and is subject to customary closing conditions and regulatory approvals.

Sandler O'Neill + Partners, L.P. served as financial advisor and Rogers & Hardin LLP provided legal counsel to Ameris. Hovde Group served as financial advisor and Smith Mackinnon, PA provided legal counsel to Merchants & Southern.

Acquisition of 18 Branches in North Florida and South Georgia

Ameris also announced today the signing of a purchase and assumption agreement under which Ameris will purchase certain fixed assets and assume the deposits of eighteen branches from Bank of America Corporation.

“With this transaction, Ameris will further strengthen its Georgia and Florida market presence with the acquisition of a low-cost funding source and an attractive customer base, as well as expand the Ameris team with experienced and talented associates, with a minimal amount of integration and execution risk. This will position Ameris as the largest independent community bank operating in our South Georgia and North Florida footprint,” stated Hortman.

Ten of the branches are located in South Georgia and will add an estimated $424 million of deposits, while eight of the branches are located in North Florida and will contribute an estimated $388 million of deposits. The transaction is expected to close during the second quarter of 2015 and is subject to customary closing conditions and regulatory approvals.

Ameris was advised in the transaction by Sandler O'Neill + Partners, L.P. as financial advisor and Rogers & Hardin LLP as legal counsel.

Financial Results for 2014

Highlights of the Company’s results for 2014 include the following:

· Ameris completed the acquisition of Coastal Bankshares, Inc., increasing total assets by $449.0 million.

· The Company declared cash dividends of $0.15 per common share.

· Profitability ratios improved significantly, with operating return on assets increasing to 1.10% and operating return on tangible common equity increasing to 15.51%.

· Total recurring revenue increased 30.8% to $212.6 million as compared to 2013.

· Organic growth in non-purchased loans totaled $202 million, or 9.8%.

· Non-interest bearing demand deposits increased 25.6% during 2014 to finish at 24.5% of total deposits.

· Annualized net charge-offs for 2014 declined to 0.31% of total loans, compared to 0.69% for the year ended December 31, 2013.

· Credit costs (provision and problem loan resolution and OREO expenses) declined to $19.2 million in 2014, compared to $27.0 million in 2013.

· Noninterest income, excluding gains in investment securities, increased 35.2% to $62.7 million during 2014.

· Net income from the Company’s mortgage division increased 94.4% during 2014 to $6.2 million. Net income increased at more than twice the rate of revenue growth for this division.

Increase in Net Interest Income

Net interest income on a tax equivalent basis increased 29.3% in 2014 to $151.5 million, up from $117.2 million reported in 2013. Growth in earning assets from internal sources as well as acquisition activity contributed to the increase. Average earning assets in 2014 increased 33.6% to $3.3 billion, compared to $2.5 billion for 2013. Although net interest income increased favorably, the Company’s net interest margin continued to be adversely affected by historically low interest rates. For the year ended December 31, 2014, the Company’s net interest margin declined to 4.59%, compared to 4.74% during 2013.

Margins and yields were more stable during the most recent quarter. For the quarter ended December 31, 2014, the Company’s net interest margin was 4.64%, compared to 4.50% in the third quarter of 2014. Excluding the effect of accretion, the Company’s margin remained flat compared to the third quarter of 2014 at 4.17%. Yields on earning assets, excluding accretion, were 4.60% in the fourth quarter of 2014, compared to 4.63% in the third quarter of 2014.

Interest income on loans on a tax equivalent basis increased substantially during 2014 to $149.1 million. During the quarter ended December 31, 2014, interest income on loans increased to $40.6 million, compared to $39.1 million in the third quarter of 2014 and $28.9 million in the same quarter of 2013. Yields on loans, excluding accretion, declined during 2014 to 5.15%, compared to 5.49% in 2013. For the current quarter, loan yields declined only two basis points to 5.09% compared to the third quarter of 2014. Quarterly loan production yields have been increasingly close to the overall portfolio yields for several quarters. Management believes that further declines in overall yields and margins should be more muted than in recent years.

Deposit costs were stable for most of 2014, ending the year at 0.30%, compared to 0.34% in 2013. Deposit costs, at 0.30%, were flat in the current quarter of 2014 as compared to the third quarter in 2014. Continued improvement in the Company’s mix of deposits, mostly toward non-interest bearing deposits, has allowed for more aggressive retention efforts on MMDA and CDs without negatively impacting overall deposit costs.

Non-Interest Income

Excluding gains on investment securities, non-interest income increased 35.2% in 2014 to $62.7 million, compared to $46.4 million in 2013. Growth rates were notably strong among most sources. Mortgage revenues increased to $26.0 million as the Company’s mortgage division reached a mature stage with a team of long-tenured mortgage bankers producing reliable results from referral sources. Net income in the Company’s mortgage division increased at more than twice the pace of total growth in revenue, reflecting a mature, well managed division. The Company’s recent efforts to build a SBA division resulted in significant gains in revenue and net income. For the year ended December 31, 2014, the Company’s net income from SBA activities increased to $2.3 million, compared to $1.2 million in 2013. Total servicing income and gains on SBA production amounted to $4.9 million, up 128.6% from 2013. Aggressive efforts to recruit seasoned bankers in this division continue and management believes there is a significant earnings opportunity as this division reaches maturity.

Service charges on deposit accounts increased 25.9% in 2014, the result of acquisition activity as well as successful efforts on commercial deposit accounts. Since 2011, the Company has devoted significant resources to both treasury deposit products and treasury sales professionals. During 2014, the treasury sales team booked new commercial deposit accounts totaling $90.8 million, contributing significantly to the Company’s 25.6% growth rate in non-interest bearing deposits.

Non-Interest Expense

Total operating expenses, excluding credit and merger charges, increased $31.3 million in 2014 to $133.4 million. The primary drivers of the increase in operating expenses are the increased number of branch locations and continued growth and expansion in the Company’s mortgage and SBA divisions. During 2014, the Company integrated two acquisitions with total assets of $1.2 billion, increasing total assets by 40% compared to average assets in 2013. Short periods of duplicative expenses occurred after each conversion in 2014 and partially inflated the level of operating expenses reported during the year.

Continued investment in the Company’s mortgage and SBA divisions resulted in increased operating expenses of $7.0 million, an increase of 37.0% compared to 2013. Revenues from these divisions increased at a faster rate than did operating expenses and the contribution to net income and the Company’s overall profitability ratios improved.

During the fourth quarter of 2014, the Company incurred certain one-time operating expenses that negatively impacted fourth quarter results. During the fourth quarter, the Company restructured several administrative positions, accelerated the expensing of certain restricted shares and incurred consulting charges that management deems non-recurring. These amounts, in the aggregate, totaled approximately $1.2 million before tax. Also, certain pieces of OREO were aggressively re-evaluated, resulting in write-downs totaling $2.2 million.

Balance Sheet Trends

Total assets increased $369.9 million during 2014, ending the year at $4.0 billion, compared to $3.6 billion at December 31, 2013. The Company successfully completed the acquisition of Coastal Bankshares, Inc. on June 30, 2014, which added $449.0 million in total assets. Continued redeployment of cash flows from non-performing assets and the Company’s FDIC loss-share indemnification asset allowed the Company to limit growth in total assets while improving revenues and return on assets.

Total loans, excluding loans held for sale and covered loans, were $2.6 billion at the end of 2014, compared to $2.1 billion at the end of 2013. Loans held for sale increased 40.9% to $94.8 million, the result of higher production levels in the Company’s mortgage and SBA divisions. Covered loans declined $103.5 million, or 26.5%, in 2014 to end the year at $286.8 million. At the end of 2014, covered loans represent only 9.8% of total loans, compared to 15.5% at the same time in 2013.

Deposits increased $431.9 million to finish 2014 at $3.4 billion. The Company’s deposit sales focus has centered primarily on growth in non-interest bearing deposits and deposit accounts with lower levels of rate sensitivity. At December 31, 2014, non-interest bearing deposit accounts represented 24.5% of total deposits, compared to 22.3% at December 31, 2013. Non-rate sensitive deposits (NIB, NOW and Savings) totaled $1.8 billion at December 31, 2014, compared to $1.5 billion at the same time in 2013. These funds represented 53.2% of the Company’s total deposits at the end of 2014, compared to 50.4% at the end of 2013.

Common shareholders’ equity at December 31, 2014 totaled $366.0 million, an increase of $77.3 million, or 26.8%, from the same time in 2013. During 2014, the Company issued $34.5 million in new common shares associated with the acquisition of Coastal Bankshares, Inc. Ameris also recorded $28.6 million in intangible assets associated with the transaction. Additionally, the Company re-instituted a common stock dividend during 2014 of $0.05 per quarter beginning in the second quarter of 2014. Tangible book value per share ended 2014 at $10.99 per share, up 11.3% from $9.87 per share at the end of 2013.

Conference Call Information

The Company will host a conference call today at 11:00 a.m. EDT. The conference call can be accessed by dialing 1-877-504-1190 or 1-412-902-6630 for international participants and 1-855-669-9657 for Canada. The conference ID name is Ameris Bancorp. A replay of the call will be available one hour after the end of the conference call until February 6, 2015. To listen to the replay, dial 1-877-344-7529 or 1-412-317-0088 for international participants and 1-855-669-9658 for Canada. The conference replay access code is 10059779. The conference call replay will also be available on the Investor Relations page of the Ameris Bank website of www.amerisbank.com.

Ameris Bancorp

Ameris Bancorp is headquartered in Moultrie, Georgia, and at the end of the most recent quarter had 73 locations in

Georgia, Alabama, northern Florida and South Carolina.

This news release contains certain performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management of Ameris Bancorp (the “Company”) uses these non-GAAP measures in its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

This news release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates which they were made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements and are referred to the Company’s periodic filings with the Securities and Exchange Commission for a summary of certain factors that may impact the Company’s results of operations and financial condition.

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount) 

	Three Months Ended															Twelve Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.			Dec.			Dec.
	2014			2014			2014			2014			2013			2014			2013
EARNINGS
Net Income Available to Common Shareholders	$	10,580		$	11,663		$	8,130		$	8,064		$	966		$	38,437		$	18,280
PER COMMON SHARE DATA
Earnings per share available to common shareholders:
Basic	$	0.40		$	0.44		$	0.32		$	0.32		$	0.04		$	1.48		$	0.76
Diluted	$	0.39		$	0.43		$	0.32		$	0.32		$	0.04		$	1.46		$	0.75
Cash Dividends per share	$	0.05		$	0.05		$	0.05		$	-		$	-		$	0.15		$	-
Book value per share (period end)	$	13.67		$	13.22		$	12.83		$	11.93		$	11.50		$	13.67		$	11.50
Tangible book value per share (period end)	$	10.99		$	10.68		$	10.26		$	10.31		$	9.87		$	10.99		$	9.87
Weighted average number of shares:
Basic		26,771,636			26,773,033			25,180,665			25,144,342			24,021,447			25,974,084			23,917,551
Diluted		27,090,293			27,160,886			25,633,130			25,573,320			24,450,619			26,259,030			24,346,723
Period-end number of shares		26,773,863			26,774,402			26,771,821			25,159,073			25,098,427			26,773,863			25,098,427
Market data:
High closing price	$	26.48		$	24.04		$	23.90		$	24.00		$	21.42		$	26.48		$	21.42
Low closing price	$	21.95		$	21.00		$	19.73		$	19.86		$	17.69		$	19.73		$	12.79
Period end closing price	$	25.64		$	21.95		$	21.56		$	23.30		$	21.11		$	25.64		$	21.11
Average daily volume		111,473			79,377			79,038			103,279			94,636			93,229			69,137
PERFORMANCE RATIOS
Return on average assets		1.05	%		1.17	%		0.93	%		0.96	%		0.19	%		1.08	%		0.70	%
Return on average common equity		11.57	%		13.19	%		10.53	%		11.66	%		2.20	%		12.40	%		8.06	%
Earning asset yield (TE)		5.08	%		4.96	%		5.08	%		5.01	%		4.84	%		5.03	%		5.15	%
Total cost of funds		0.43	%		0.45	%		0.42	%		0.43	%		0.40	%		0.43	%		0.40	%
Net interest margin (TE)		4.64	%		4.50	%		4.65	%		4.57	%		4.43	%		4.59	%		4.74	%
Non-interest income excluding securities transactions, as a percent of total revenue (TE)		26.50	%		28.86	%		28.87	%		25.02	%		26.45	%		27.37	%		26.67	%
Efficiency ratio		72.75	%		67.64	%		73.05	%		70.36	%		92.74	%		70.92	%		74.94	%
CAPITAL ADEQUACY (period end)
Stockholders' equity to assets		9.07	%		8.85	%		8.64	%		8.60	%		8.63	%		9.07	%		8.63	%
Tangible common equity to tangible assets		7.42	%		7.27	%		7.04	%		7.53	%		6.83	%		7.42	%		6.83	%
EQUITY TO ASSETS RECONCILIATION
Tangible common equity to tangible assets		7.42	%		7.27	%		7.04	%		7.53	%		6.83	%		7.42	%		6.83	%
Effect of preferred equity		0.00	%		0.00	%		0.00	%		0.00	%		0.76	%		0.00	%		0.76	%
Effect of goodwill and other intangibles		1.65	%		1.58	%		1.61	%		1.07	%		1.04	%		1.65	%		1.04	%
Equity to assets (GAAP)		9.07	%		8.85	%		8.64	%		8.60	%		8.63	%		9.07	%		8.63	%
OTHER PERIOD-END DATA
Banking Division FTE		853			867			888			785			820			853			820
Mortgage Division FTE		174			176			175			161			164			174			164
Total Ameris Bancorp FTE Headcount		1,027			1,043			1,063			946			984			1,027			984
Assets per Banking Division FTE	$	4,733		$	4,613		$	4,474		$	4,443		$	4,473		$	4,733		$	4,473
Branch locations		73			74			74			68			68			73			68
Deposits per branch location	$	47,002		$	45,583		$	45,798		$	44,274		$	44,106		$	47,002		$	44,106

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount) 

	Three Months Ended										Twelve Months Ended
	Dec.		Sept.		Jun.		Mar.		Dec.		Dec.		Dec.
	2014		2014		2014		2014		2013		2014		2013
INCOME STATEMENT
Interest income
Interest and fees on loans	$	41,235	$	39,610	$	35,297	$	34,469	$	29,289	$	150,611	$	117,497
Interest on taxable securities		3,114		3,034		2,953		2,985		1,998		12,086		7,134
Interest on nontaxable securities		483		496		312		335		342		1,626		1,413
Interest on deposits in other banks		66		46		45		79		118		236		276
Interest on federal funds sold		2		-		-		5		2		7		2
Total interest income		44,900		43,186		38,607		37,873		31,749		164,566		126,322
Interest expense
Interest on deposits	$	2,560	$	2,540	$	2,205	$	2,183	$	2,066	$	9,488	$	8,400
Interest on other borrowings		1,334		1,514		1,138		1,206		632		5,192		1,737
Total interest expense		3,894		4,054		3,343		3,389		2,698		14,680		10,137
Net interest income		41,006		39,132		35,264		34,484		29,051		149,886		116,185
Provision for loan losses		888		1,669		1,365		1,726		1,478		5,648		11,486
Net interest income after provision for loan losses	$	40,118	$	37,463	$	33,899	$	32,758	$	27,573	$	144,238	$	104,699
Noninterest income
Service charges on deposit accounts	$	6,522	$	6,659	$	5,847	$	5,586	$	5,065	$	24,614	$	19,545
Mortgage banking activity		6,476		7,498		6,944		5,068		4,431		25,986		19,128
Other service charges, commissions and fees		643		690		662		652		612		2,647		2,151
Gain(loss) on sale of securities		-		132		-		6		-		138		171
Other non-interest income		2,721		2,922		2,366		1,442		1,409		9,451		5,554
Total noninterest income		16,362		17,901		15,819		12,754		11,517		62,836		46,549
Noninterest expense
Salaries and employee benefits		19,316		20,226		16,942		17,394		15,071		73,878		56,670
Occupancy and equipment expenses		4,717		4,669		4,071		4,064		3,228		17,521		12,286
Data processing and telecommunications expenses		4,229		3,928		3,940		3,454		3,061		15,551		11,539
Credit resolution related expenses (1)		5,290		3,186		2,840		2,190		5,322		13,506		15,486
Advertising and marketing expenses		847		594		718		710		604		2,869		1,620
Amortization of intangible assets		662		698		437		533		346		2,330		1,414
Merger and conversion charges		67		551		2,872		450		4,350		3,940		4,350
Other non-interest expenses		6,605		4,727		5,498		4,444		5,642		21,274		18,580
Total noninterest expense		41,733		38,579		37,318		33,239		37,624		150,869		121,945
Income before income taxes	$	14,747	$	16,785	$	12,400	$	12,273	$	1,466	$	56,205	$	29,303
Income tax expense		4,167		5,122		4,270		3,923		88		17,482		9,285
Net income	$	10,580	$	11,663	$	8,130	$	8,350	$	1,378	$	38,723	$	20,018
Preferred stock dividends		-		-		-		286		412		286		1,738
Net income available to common shareholders	$	10,580	$	11,663	$	8,130	$	8,064	$	966	$	38,437	$	18,280
Diluted earnings available to common shareholders		0.39		0.43		0.32		0.32		0.04		1.46		0.75

(1) Includes expenses associated with problem loans and OREO, as well as OREO losses and writedowns.

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount) 

	Three Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.
	2014			2014			2014			2014			2013
PERIOD-END BALANCE SHEET
Assets
Cash and due from banks	$	78,036		$	69,421		$	80,986		$	71,387		$	62,955
Federal funds sold and interest bearing balances		92,323			40,165			44,800			48,677			204,984
Investment securities available for sale, at fair value		541,805			529,509			535,630			456,713			486,235
Other investments		10,275			12,687			10,971			9,322			16,828
Mortgage loans held for sale		94,759			110,059			81,491			51,693			67,278
Loans, net of unearned income		1,889,880			1,848,759			1,770,059			1,695,382			1,618,454
Purchased, non-covered loans		658,764			673,724			702,131			437,269			448,753
Covered loans		286,755			313,589			331,250			372,694			390,237
Less allowance for loan losses		(21,157	)		(22,212	)		(22,254	)		(22,744	)		(22,377	)
Loans, net		2,814,242			2,813,860			2,781,186			2,482,601			2,435,067
Other real estate owned		33,160			35,320			35,373			33,839			33,351
Purchased, non-covered other real estate owned		14,359			13,660			16,598			3,864			4,276
Covered other real estate owned		21,133			28,883			38,426			42,636			45,893
Total other real estate owned		68,652			77,863			90,397			80,339			83,520
Premises and equipment, net		97,251			98,752			99,495			87,430			103,188
Goodwill		63,547			58,879			58,903			35,049			35,049
Other intangibles, net		8,221			9,114			9,812			5,477			6,009
FDIC loss sharing receivable		31,351			38,233			49,180			53,181			65,441
Cash value of bank owned life insurance		58,867			58,217			57,864			49,738			49,432
Other assets		78,182			82,649			72,420			56,377			51,663
Total assets	$	4,037,511		$	3,999,408		$	3,973,135		$	3,487,984		$	3,667,649
Liabilities
Deposits:
Noninterest-bearing	$	839,377		$	816,517		$	790,798		$	698,866		$	668,531
Interest-bearing		2,591,772			2,556,602			2,598,237			2,311,781			2,330,700
Total deposits		3,431,149			3,373,119			3,389,035			3,010,647			2,999,231
Federal funds purchased & securities sold under agreements to repurchase		73,310			32,351			51,109			49,974			83,516
Other borrowings		78,881			147,409			100,293			59,677			194,572
Other liabilities		22,818			27,615			24,457			12,028			18,165
Subordinated deferrable interest debentures		65,325			65,084			64,842			55,628			55,466
Total liabilities		3,671,483			3,645,578			3,629,736			3,187,954			3,350,950
Stockholders' equity
Preferred stock	$	-		$	-		$	-		$	-		$	28,000
Common stock		28,159			28,158			28,155			26,536			26,462
Capital surplus		225,015			224,142			222,550			190,513			189,722
Retained earnings		118,412			109,170			100,185			92,055			83,991
Accumulated other comprehensive income/(loss)		6,098			3,974			4,123			2,374			(294	)
Less treasury stock		(11,656	)		(11,614	)		(11,614	)		(11,448	)		(11,182	)
Total stockholders' equity		366,028			353,830			343,399			300,030			316,699
Total liabilities and stockholders' equity	$	4,037,511		$	3,999,408		$	3,973,135		$	3,487,984		$	3,667,649
Other Data
Earning Assets		3,564,286			3,515,805			3,465,361			3,062,428			3,215,941
Intangible Assets		71,768			67,993			68,715			40,526			41,058
Interest Bearing Liabilities		2,809,288			2,801,446			2,814,481			2,477,060			2,664,254
Average Assets		4,011,128			3,969,893			3,494,466			3,521,588			2,937,434
Average Common Stockholders' Equity		362,659			350,733			309,696			290,462			248,429

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	Three Months Ended															Twelve Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.			Dec.			Dec.
	2014			2014			2014			2014			2013			2014			2013
ASSET QUALITY INFORMATION (1)
Allowance for loan losses
Balance at beginning of period	$	22,212		$	22,254		$	22,744		$	22,377		$	23,854		$	22,377		$	23,593
Provision for loan loss (2)		650			1,573			997			1,501			1,200			4,721			9,947
Charge-offs		2,071			1,975			1,973			1,606			3,591			7,625			13,284
Recoveries		366			360			486			472			914			1,684			2,121
Net charge-offs (recoveries)		1,705			1,615			1,487			1,134			2,677			5,941			11,163
Ending balance	$	21,157		$	22,212		$	22,254		$	22,744		$	22,377		$	21,157		$	22,377
As a percentage of loans		1.12	%		1.20	%		1.26	%		1.34	%		1.38	%		1.12	%		1.38	%
As a percentage of nonperforming loans		97.37	%		97.38	%		100.65	%		85.09	%		76.63	%		97.37	%		76.63	%
Net charge-off information
Charge-offs
Commercial, financial & agricultural	$	468		$	191		$	165		$	743		$	543		$	1,567		$	1,759
Real estate - residential		368			406			752			181			1,785			1,707			5,215
Real estate - commercial & farmland		1,033			953			769			533			698			3,288			3,571
Real estate - construction & development		74			296			157			65			422			592			2,020
Consumer installment		128			129			130			84			143			471			719
Total charge-offs		2,071			1,975			1,973			1,606			3,591			7,625			13,284
Recoveries
Commercial, financial & agricultural		91			47			134			49			92			321			432
Real estate - residential		71			52			48			83			368			254			888
Real estate - commercial & farmland		91			31			9			143			12			274			30
Real estate - construction & development		49			96			96			108			385			349			473
Consumer installment		64			134			199			89			57			486			298
Total recoveries		366			360			486			472			914			1,684			2,121
Net charge-offs (recoveries)	$	1,705		$	1,615		$	1,487		$	1,134		$	2,677		$	5,941		$	11,163
Non-accrual loans (excluding purchased non-covered     and covered loans)	$	21,728		$	22,810		$	22,111		$	26,729		$	29,203		$	21,728		$	29,203
Non-accrual purchased non-covered loans		18,249			17,007			15,770			15,318			6,659			18,249			6,659
Foreclosed assets (excluding purchased assets)		33,160			35,320			35,373			33,839			33,351			33,160			33,351
Purchased, non-covered other real estate owned		14,359			13,660			16,598			3,864			4,276			14,359			4,276
Accruing loans delinquent 90 days or more		1			-			-			-			-			1			-
Total non-performing assets, excluding covered assets	$	87,497		$	88,797		$	89,852		$	79,750		$	73,489		$	87,497		$	73,489
Non-performing assets as a percent of total assets		2.17	%		2.22	%		2.26	%		2.29	%		2.00	%		2.17	%		2.00	%
Net charge offs as a percent of loans (Annualized)		0.36	%		0.35	%		0.34	%		0.27	%		0.66	%		0.31	%		0.69	%

(1) Asset quality information is presented net of covered assets where the Company's risk exposure is limited substantially by loss-sharing agreements with the FDIC.

(2) During 2013 and 2014, the Company recorded provision for loan loss expense to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted acquisitions. These amounts are excluded from the calculation above but reflected in the Company's Consolidated Statement of Operations.

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	For the quarter ended:
	Dec.		Sept.		Jun.		Mar.		Dec.
Loans by Type	2014		2014		2014		2014		2013
Commercial, financial & agricultural	$	319,654	$	334,783	$	304,588	$	270,571	$	244,373
Real estate - construction & development		161,507		154,315		149,346		149,543		146,371
Real estate - commercial & farmland		907,523		882,160		850,000		836,230		808,323
Real estate - residential		456,106		436,515		422,731		393,001		351,886
Consumer installment		30,782		31,403		31,902		32,345		34,249
Other		14,308		9,583		11,492		13,692		33,252
Total Non-purchased	$	1,889,880	$	1,848,759	$	1,770,059	$	1,695,382	$	1,618,454
Commercial, financial & agricultural	$	38,041	$	38,077	$	41,583	$	30,810	$	32,141
Real estate - construction & development		58,362		60,262		64,084		31,820		31,176
Real estate - commercial & farmland		306,706		296,790		311,748		174,281		179,898
Real estate - residential		266,341		273,347		278,451		196,078		200,851
Consumer installment		4,788		5,248		6,265		4,280		4,687
Total Purchased non-covered (net of discounts)	$	674,238	$	673,724	$	702,131	$	437,269	$	448,753
Commercial, financial & agricultural	$	21,467	$	22,545	$	25,209	$	24,813	$	26,550
Real estate - construction & development		23,447		27,756		31,600		41,434		43,179
Real estate - commercial & farmland		147,628		180,566		188,643		214,649		224,451
Real estate - residential		78,520		82,445		85,518		91,372		95,173
Consumer installment		218		277		280		426		884
Total Covered (net of discounts)	$	271,280	$	313,589	$	331,250	$	372,694	$	390,237
Total Loan Portfolio:
Commercial, financial & agricultural	$	379,162	$	395,405	$	371,380	$	326,194	$	303,064
Real estate - construction & development		243,316		242,333		245,030		222,797		220,726
Real estate - commercial & farmland		1,361,857		1,359,516		1,350,391		1,225,160		1,212,672
Real estate - residential		800,967		792,307		786,700		680,451		647,910
Consumer installment		35,788		36,928		38,447		37,051		39,820
Other		14,308		9,583		11,492		13,692		33,252
Total Loans	$	2,835,398	$	2,836,072	$	2,803,440	$	2,505,345	$	2,457,444
Troubled Debt Restructurings, excluding purchased non-covered and covered loans:
Accruing loan types:
Commercial, financial & agricultural	$	290	$	257	$	257	$	711	$	515
Real estate - construction & development		679		1,917		2,080		1,953		1,896
Real estate - commercial & farmland		6,477		7,080		7,590		8,733		6,913
Real estate - residential		5,258		7,973		7,335		7,364		7,818
Consumer installment		55		34		75		87		72
Total Accruing TDRs	$	12,759	$	17,261	$	17,337	$	18,848	$	17,214
Non-accruing loan types:
Commercial, financial & agricultural	$	13	$	507	$	465	$	40	$	525
Real estate - construction & development		228		196		32		29		32
Real estate - commercial & farmland		724		1,672		2,151		1,316		2,273
Real estate - residential		1,485		759		1,044		961		834
Consumer installment		73		93		51		19		19
Total Non-accrual TDRs	$	2,523	$	3,227	$	3,743	$	2,365	$	3,683
Total Troubled Debt Restructurings	$	15,282	$	20,488	$	21,080	$	21,213	$	20,897
The following table presents the loan portfolio by risk grade, excluding purchased non-covered and covered loans:
Grade 10 - Prime credit	$	128,577	$	121,486	$	110,842	$	93,805	$	74,381
Grade 15 - Good credit		217,803		222,714		226,652		243,963		230,212
Grade 20 - Satisfactory credit		947,949		908,054		866,356		817,718		773,051
Grade 23 - Performing, under-collateralized credit		29,205		28,826		28,429		31,056		31,604
Grade 25 - Minimum acceptable credit		488,186		484,200		450,363		417,177		420,491
Grade 30 - Other asset especially mentioned		25,983		31,750		33,360		38,240		30,591
Grade 40 - Substandard		52,176		51,640		54,047		53,286		57,987
Grade 50 - Doubtful		1		88		10		137		137
Grade 60 - Loss		-		1		-		-		-
Total	$	1,889,880	$	1,848,759	$	1,770,059	$	1,695,382	$	1,618,454

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	Three Months Ended										Twelve Months Ended
	Dec.		Sept.		Jun.		Mar.		Dec.		Dec.		Dec.
	2014		2014		2014		2014		2013		2014		2013
AVERAGE BALANCES
Federal funds sold	$	3,163	$	500	$	500	$	7,455	$	3,243	$	2,886	$	817
Interest bearing deposits in banks		69,772		63,355		50,850		99,751		172,117		70,829		98,128
Investment securities - taxable		461,800		451,563		418,498		411,251		276,702		435,960		273,065
Investment securities - nontaxable		72,072		74,176		49,631		51,092		51,291		61,834		51,917
Other investments		9,804		8,209		6,629		12,330		8,255		10,589		7,431
Mortgage loans held for sale		97,406		83,751		54,517		49,397		65,683		71,231		110,542
Loans		1,871,618		1,795,059		1,706,564		1,639,672		1,602,942		1,753,013		1,478,816
Purchased non-covered loans		659,472		688,452		433,249		441,138		43,900		557,708		11,065
Covered loans		299,981		324,498		354,766		379,460		401,045		339,417		440,923
Total Earning Assets	$	3,545,088	$	3,489,563		3,075,204		3,091,546		2,625,178	$	3,303,467	$	2,472,704
Noninterest bearing deposits	$	850,879	$	807,416	$	680,058	$	666,493	$	528,732	$	751,874	$	489,613
NOW accounts		786,511		743,352		691,353		675,199		604,828		724,461		597,490
MMDA		840,397		861,197		770,047		749,150		655,782		805,601		625,085
Savings accounts		156,663		155,559		145,528		143,109		107,058		150,266		104,630
Retail CDs < $100,000		386,844		439,150		356,483		373,523		293,689		389,174		300,184
Retail CDs > $100,000		401,934		370,166		360,703		361,861		352,043		373,767		356,108
Brokered CDs		4,023		5,970		5,970		5,970		10,687		5,479		14,791
Total Deposits		3,427,251		3,382,810		3,010,142		2,975,305		2,552,819		3,200,622		2,487,901
FHLB advances		35,815		55,435		28,626		68,333		9,521		46,986		2,400
Other borrowings		46,508		47,346		35,280		30,004		6,304		39,850		2,027
Subordinated debentures		65,195		64,953		55,789		55,092		46,263		60,298		43,276
Federal funds purchased and securities sold under agreements to repurchase		47,247		44,316		40,008		57,112		41,402		47,136		26,908
Total Non-Deposit Funding		194,765		212,050		159,703		210,541		103,490		194,270		74,611
Total Funding	$	3,622,016	$	3,594,860	$	3,169,845	$	3,185,846	$	2,656,309	$	3,394,892	$	2,562,512

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	Three Months Ended										Twelve Months Ended
	Dec.		Sept.		Jun.		Mar.		Dec.		Dec.		Dec.
	2014		2014		2014		2014		2013		2014		2013
INTEREST INCOME/EXPENSE
INTEREST INCOME
Federal funds sold	$	2	$	-	$	-	$	5	$	2	$	7	$	2
Interest bearing deposits in banks		66		47		45		79		118		237		276
Investment securities - taxable		3,114		3,034		2,953		2,985		1,998		12,086		7,134
Investment securities - nontaxable (TE)		652		670		421		452		462		2,195		1,907
Mortgage loans held for sale		947		787		457		403		554		2,593		3,883
Loans (TE)		23,294		21,790		21,996		20,647		20,810		87,727		80,005
Purchased non-covered loans		12,612		12,610		7,933		6,865		570		40,020		570
Covered loans		4,704		4,726		5,164		6,761		7,508		21,355		33,587
Total Earning Assets	$	45,391	$	43,663	$	38,969	$	38,197	$	32,022	$	166,220	$	127,364
INTEREST EXPENSE
Non-interest bearing deposits	$	-	$	-	$	-	$	-	$	-	$	-	$	-
NOW accounts		414		324		291		288		297		1,317		1,097
MMDA		768		783		722		681		625		2,954		2,308
Savings accounts		45		42		40		37		29		164		116
Retail CDs < $100,000		553		596		478		489		399		2,116		1,740
Retail CDs > $100,000		746		749		626		640		629		2,761		2,645
Brokered CDs		34		47		48		48		86		177		493
Total Deposits		2,560		2,541		2,205		2,183		2,065		9,489		8,399
FHLB advances		26		51		26		37		63		140		63
Other borrowings		379		558		415		408		137		1,760		157
Subordinated debentures		887		866		666		708		376		3,127		1,368
Federal funds purchased and securities sold under agreements to repurchase		41		39		31		53		56		164		150
Total Non-Deposit Funding		1,333		1,514		1,138		1,206		632		5,191		1,738
Total Funding	$	3,893	$	4,055	$	3,343	$	3,389	$	2,697	$	14,680	$	10,137
Net Interest Income (TE)	$	41,498	$	39,608	$	35,626	$	34,808	$	29,325	$	151,540	$	117,227

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	Three Months Ended															Twelve Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.			Dec.			Dec.
	2014			2014			2014			2014			2013			2014			2013
YIELDS (1)
Federal funds sold		0.25	%		0.00	%		0.00	%		0.27	%		0.24	%		0.24	%		0.24	%
Interest bearing deposits in banks		0.38	%		0.29	%		0.35	%		0.32	%		0.27	%		0.33	%		0.28	%
Investment securities - taxable		2.68	%		2.67	%		2.83	%		2.94	%		2.86	%		2.77	%		2.61	%
Investment securities - nontaxable		3.59	%		3.58	%		3.40	%		3.59	%		3.57	%		3.55	%		3.67	%
Mortgage loans held for sale		3.86	%		3.73	%		3.36	%		3.31	%		3.35	%		3.64	%		3.51	%
Loans		4.94	%		4.82	%		5.17	%		5.11	%		5.15	%		5.00	%		5.41	%
Purchased non-covered loans		7.59	%		7.27	%		7.34	%		6.31	%		5.15	%		7.18	%		5.15	%
Covered loans		6.22	%		5.78	%		5.84	%		7.23	%		7.43	%		6.29	%		7.62	%
Total Earning Assets		5.08	%		4.96	%		5.08	%		5.01	%		4.84	%		5.03	%		5.15	%
Noninterest bearing deposits		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
NOW accounts		0.21	%		0.17	%		0.17	%		0.17	%		0.19	%		0.18	%		0.18	%
MMDA		0.36	%		0.36	%		0.38	%		0.37	%		0.38	%		0.37	%		0.37	%
Savings accounts		0.11	%		0.11	%		0.11	%		0.10	%		0.11	%		0.11	%		0.11	%
Retail CDs < $100,000		0.57	%		0.54	%		0.54	%		0.53	%		0.54	%		0.54	%		0.58	%
Retail CDs > $100,000		0.74	%		0.80	%		0.70	%		0.72	%		0.71	%		0.74	%		0.74	%
Brokered CDs		3.35	%		3.12	%		3.22	%		3.26	%		3.19	%		3.23	%		3.33	%
Total Deposits		0.30	%		0.30	%		0.29	%		0.30	%		0.32	%		0.30	%		0.34	%
FHLB advances		0.29	%		0.36	%		0.36	%		0.22	%		2.63	%		0.30	%		2.63	%
Other borrowings		3.23	%		4.68	%		4.72	%		5.51	%		8.62	%		4.42	%		7.75	%
Subordinated debentures		5.40	%		5.29	%		4.79	%		5.21	%		3.22	%		5.19	%		3.16	%
Federal funds purchased and securities sold under agreements to repurchase		0.34	%		0.35	%		0.31	%		0.38	%		0.54	%		0.35	%		0.56	%
Total Non-Deposit Funding		2.72	%		2.83	%		2.86	%		2.32	%		2.42	%		2.67	%		2.33	%
Total funding (3)		0.43	%		0.45	%		0.42	%		0.43	%		0.40	%		0.43	%		0.40	%
Net interest spread		4.65	%		4.52	%		4.66	%		4.58	%		4.44	%		4.60	%		4.76	%
Net interest margin		4.64	%		4.50	%		4.65	%		4.57	%		4.43	%		4.59	%		4.74	%

(1) Interest and average rates are calculated on a tax-equivalent basis using an effective tax rate of 35%.

(2) Rate calculated based on average earning assets.

(3) Rate calculated based on total average funding including non-interest bearing liabilities.

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	Three Months Ended															Twelve Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.			Dec.			Dec.
Net Operating Income Reconciliation	2014			2014			2014			2014			2013			2014			2013
Net income available to common shareholders	$	10,580		$	11,663		$	8,130		$	8,064		$	966		$	38,437		$	18,280
Conversion charges		67			551			2,872			450			4,350			3,940			4,862
Tax effect of conversion charges		(23	)		(193	)		(1,005	)		(158	)		(1,523	)		(1,379	)		(1,702	)
Plus: After tax conversion charges		44			358			1,867			293			2,828			2,561			3,160
Net operating income		10,624			12,021			9,997			8,357			3,794			40,998			21,440

	Three Months Ended															Twelve Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.			Dec.			Dec.
Core Earnings Reconciliation	2014			2014			2014			2014			2013			2014			2013
Pre-tax operating profit	$	14,747		$	16,785		$	12,400		$	12,273		$	1,466		$	56,205		$	29,303
Plus: Credit Related Costs
Provision for loan losses		888			1,669			1,365			1,726			1,478			5,648			11,486
(Gains)/Losses on the sale of legacy OREO		(228	)		(3	)		283			(55	)		310			(3	)		267
Gains/(Losses) on the sale of covered OREO		344			(184	)		249			118			-			527			-
Problem loan and OREO expense		5,175			3,373			2,309			2,127			5,012			12,984			15,219
Interest reversed (received) on non-accrual loans		(6	)		94			71			246			29			405			417
Total Credit-Related Costs		6,173			4,949			4,277			4,162			6,829			19,561			27,389
Plus: Conversion charges		67			551			2,872			450			4,350			3,940			4,862
Less: Non-recurring gains
Gains on sales of securities		-			(132	)		-			(6	)		-			(138	)		(171	)
Gains on sales of bank premises		-			(616	)		-			-			-			(616	)		(310	)
Other non-recurring adjustments		188			-			(870	)		-			-			(682	)		(4,855	)
Pretax, Pre-provision earnings	$	21,175		$	21,537		$	18,679		$	16,879		$	12,645		$	78,270		$	56,218
As percentage of average assets, annualized		2.09	%		2.15	%		2.14	%		1.94	%		1.71	%		1.95	%		1.91	%

	Three Months Ended															Twelve Months Ended
	Dec.			Sept.			Jun.			Mar.			Dec.			Dec.			Dec.
Recurring Operating Expenses	2014			2014			2014			2014			2013			2014			2013
Total Operating Expenses		41,733			38,579			37,318			33,239			37,624			150,869			121,945
Less: Credit costs & non-recurring charges
Gains/(Losses) on the sale of legacy OREO		228			3			(283	)		55			(310	)		3			(267	)
Gains/(Losses) on the sale of covered OREO		(344	)		184			(249	)		(118	)		-			(527	)		(3,176	)
Problem loan and OREO expense		(5,175	)		(3,373	)		(2,309	)		(2,127	)		(5,012	)		(12,984	)		(12,043	)
Severance payments		(188	)		-			-			-			-			(188	)		(99	)
Conversion expenses		(67	)		(551	)		(2,872	)		(450	)		(4,350	)		(3,940	)		(4,763	)
Gains/(Losses) on the sale of premises		-			616			-			-			-			616			310
Recurring operating expenses	$	36,187		$	35,458		$	31,605		$	30,599		$	27,952		$	133,849		$	101,907

AMERIS BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data and FTE headcount)

	Three Months Ended											Twelve Months Ended
	Dec.		Sept.		Jun.		Mar.		Dec.			Dec.		Dec.
Segment Reporting	2014		2014		2014		2014		2013			2014		2013
Banking Division:
Net interest income	$	38,045	$	36,142	$	33,345	$	32,928	$	27,627		$	140,460	$	110,582
Provision for loan losses		737		994		1,365		1,726		1,478			4,822		11,486
Noninterest income		8,595		8,932		7,449		7,361		6,672			32,337		25,282
Noninterest expense:
Salaries and employee benefits		14,196		14,819		12,509		13,577		11,668			55,101		43,524
Occupancy		4,319		4,277		3,752		3,749		3,067			16,097		11,599
Data Processing		3,901		3,619		3,590		3,326		2,948			14,436		10,957
Other expenses		12,320		8,722		10,753		7,380		14,147			39,175		36,850
Total noninterest expense		34,736		31,437		30,604		28,032		31,830			124,809		102,930
Income before income taxes		11,167		12,643		8,825		10,531		991			43,166		21,448
Income Tax		2,914		3,672		3,019		3,313		(78	)		12,918		5,849
Net income		8,253		8,971		5,806		7,218		1,069			30,248		15,599
Preferred stock dividends		-		-		-		286		412			286		1,738
Net income available to common shareholders	$	8,253	$	8,971	$	5,806	$	6,932	$	657		$	29,962	$	13,861
Mortgage Division:
Net interest income	$	2,574	$	2,347	$	1,339	$	1,100	$	1,121		$	7,360	$	3,883
Provision for loan losses		151		675		-		-		-			826		-
Noninterest income		6,313		7,135		7,002		5,164		4,431			25,614		19,130
Noninterest expense:
Salaries and employee benefits		4,259		4,409		3,937		3,568		3,230			16,173		12,515
Occupancy		373		368		300		302		148			1,343		631
Data Processing		326		306		343		122		108			1,097		573
Other expenses		999		869		1,312		815		2,007			3,995		4,386
Total noninterest expense		5,957		5,952		5,892		4,807		5,493			22,608		18,105
Income before income taxes		2,779		2,855		2,449		1,457		59			9,540		4,908
Income Tax		973		999		857		510		21			3,339		1,718
Net income		1,806		1,856		1,592		947		38			6,201		3,190
Preferred stock dividends		-		-		-		-		-			-		-
Net income available to common shareholders	$	1,806	$	1,856	$	1,592	$	947	$	38		$	6,201	$	3,190
SBA Division:
Net interest income	$	387	$	643	$	580	$	456	$	303		$	2,066	$	1,720
Provision for loan losses		-		-		-		-		-			-		-
Noninterest income		1,454		1,834		1,368		229		414			4,885		2,137
Noninterest expense:
Salaries and employee benefits		861		998		496		249		173			2,604		631
Occupancy		25		24		19		13		13			81		56
Data Processing		2		3		7		6		5			18		9
Other expenses		152		165		300		132		110			749		214
Total noninterest expense		1,040		1,190		822		400		301			3,452		910
Income before income taxes		801		1,287		1,126		285		416			3,499		2,947
Income Tax		280		450		394		100		146			1,225		1,718
Net income		521		837		732		185		270			2,274		1,229
Preferred stock dividends		-		-		-		-		-			-		-
Net income available to common shareholders	$	521	$	837	$	732	$	185	$	270		$	2,274	$	1,229
Total Consolidated:
Net interest income	$	41,006	$	39,132	$	35,264	$	34,484	$	29,051		$	149,886	$	116,185
Provision for loan losses		888		1,669		1,365		1,726		1,478			5,648		11,486
Noninterest income		16,362		17,901		15,819		12,754		11,517			62,836		46,549
Noninterest expense:
Salaries and employee benefits		19,316		20,226		16,942		17,394		15,071			73,878		56,670
Occupancy		4,717		4,669		4,071		4,064		3,228			17,521		12,286
Data Processing		4,229		3,928		3,940		3,454		3,061			15,551		11,539
Other expenses		13,471		9,756		12,365		8,327		16,264			43,919		41,450
Total noninterest expense		41,733		38,579		37,318		33,239		37,624			150,869		121,945
Income before income taxes		14,747		16,785		12,400		12,273		1,466			56,205		29,303
Income Tax		4,167		5,122		4,270		3,923		88			17,482		9,285
Net income		10,580		11,663		8,130		8,350		1,378			38,723		20,018
Preferred stock dividends		-		-		-		286		412			286		1,738
Net income available to common shareholders	$	10,580	$	11,663	$	8,130	$	8,064	$	966		$	38,437	$	18,280

EX-99.2

Exhibit 99.2

Acquisition of Merchants & Southern Banks of Florida, Inc. Purchase of 18 South Georgia and North Florida Branches Private Placement of Common Stock January 29, 2015

This presentation contains certain performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) . Management of Ameris Bancorp (the “Company”) uses these non - GAAP measures in its analysis of the Company’s performance . The Company’s management believes that these non - GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period . The Company’s management believes that investors may use these non - GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance . These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non - GAAP performance measures that may be presented by other companies . Tangible common equity and Tier 1 capital ratios are non - GAAP measures . The Company calculates the Tier 1 capital using current call report instructions . The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company . These capital measures may, or may not be necessarily comparable to similar capital measures that may be presented by other companies . This presentation may contain statements that constitute “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . The words “believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions and variations thereof identify certain of such forward - looking statements, which speak only as of the dates which they were made . The Company undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise . Readers are cautioned that any such forward - looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those indicated in the forward - looking statements as a result of various factors . Readers are cautioned not to place undue reliance on these forward - looking statements and are referred to the Company’s periodic filings with the Securities and Exchange Commission for a summary of certain factors that may impact the Company’s results of operations and financial condition . 2 Cautionary Statements

Significant Strategic Transactions 3 Discussion Outline • Bank Acquisition • Branch Purchase • Capital Transaction and Pro Forma Results

Bank Acquisition

(1) Financial information as of December 31, 2014 Bank Acquisition – Transaction Terms and Multiples Bank Acquisition Consideration Aggregate Purchase Price Required Approvals Expected Closing Price/Tangible Book Value (1) Price/LTM Net Income (1) Core Deposit Premium (1) Merchants & Southern Banks of Florida, Inc. Gainesville, FL 100% cash $50.0 million Customary regulatory approvals Second quarter of 2015 131% 16.0x 3.7% 5

(1) Profitability metrics adjusted using an assumed tax rate of 35% to account for S - Corp status Source: SNL Financial; financial data as of December 31, 2014; dollar amounts in millions Bank Acquisition – Pro Forma Franchise ABCB (72 Branches) Merchants & Southern (13 Branches) Gainesville Jacksonville Savannah Charleston Columbia Greenville Atlanta Moultrie 6 Merchants & Southern Bank Total Assets $472.5 Gross Loans $213.9 Tangible Equity $38.3 Net Interest Margin 3.33% LTM ROAA (1) 0.77% LTM ROAE (1) 7.75%

7 Bank Acquisition – Pro Forma Franchise Gainesville, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Wells Fargo & Co. (CA) 9 767,731 21.57 2 Bank of America Corp. (NC) 6 765,289 21.50 3 BBVA 4 354,799 9.97 4 SunTrust Banks Inc. (GA) 5 335,692 9.43 5 Mrchnt & Sthrn Banks of FL Inc (FL) 9 267,348 7.51 6 Capital City Bank Group Inc. (FL) 10 217,538 6.11 7 Toronto-Dominion Bank 2 208,898 5.87 8 OGS Investments Inc. (FL) 4 152,960 4.30 9 Renasant Corp. (MS) 3 118,614 3.33 10 Regions Financial Corp. (AL) 3 62,900 1.77 Top 10 Institutions 55 3,251,769 91.36 1 Total For Institutions In Market 71 3,559,010 100.00% Ocala, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 SunTrust Banks Inc. (GA) 13 1,070,982 19.27 2 Regions Financial Corp. (AL) 12 899,716 16.19 3 Wells Fargo & Co. (CA) 11 720,899 12.97 4 Bank of America Corp. (NC) 9 675,501 12.15 5 BBVA 3 487,692 8.77 6 Florida Community Bkshs Inc. (FL) 7 461,339 8.30 7 Renasant Corp. (MS) 5 268,278 4.83 8 CenterState Banks (FL) 5 193,121 3.47 9 BB&T Corp. (NC) 4 133,138 2.40 10 Villages Bancorp. Inc. (FL) 1 105,361 1.90 Top 10 Institutions 70 5,016,027 90.25 17 Mrchnt & Sthrn Banks of FL Inc (FL) 3 $37,810 100.00% 1 Total For Institutions In Market 86 $5,558,563 100.00% Jacksonville, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Bank of America Corp. (NC) 34 20,751,421 42.05 2 EverBank Financial (FL) 6 12,303,280 24.93 3 Wells Fargo & Co. (CA) 63 5,973,392 12.10 4 BBVA 25 1,934,293 3.92 5 SunTrust Banks Inc. (GA) 27 1,811,478 3.67 6 Regions Financial Corp. (AL) 24 1,246,436 2.53 7 BB&T Corp. (NC) 14 557,481 1.13 8 Toronto-Dominion Bank 7 544,432 1.10 9 Pro Forma Company 11 492,995 1.00 9 Ameris Bancorp (GA) 10 469,659 0.95 10 Jacksonville Bancorp Inc. (FL) 9 422,820 0.86 Top 10 Institutions 219 46,014,692 93.24 33 Mrchnt & Sthrn Banks of FL Inc (FL) 1 $23,336 0.05% 1 Total For Institutions In Market 324 $49,353,284 100.00% Source : SNL Financial; deposit data as of June 2014

Transaction Rationale • Meaningful EPS accretion • Internal rate of return over 20% Strategic Rationale Operating Considerations Financial Impact • In - market extension with like - minded community bank • Leverages management experience and infrastructure in North Florida • Experienced Southeast acquiror – 12 deals in the last 6 years • Due diligence process completed • Represents a premier community bank operating in preferred markets • Strengthens our North Florida market presence • Provides entry point into the Gainesville and Ocala markets • Market overlap allows for cost savings opportunities 8

Branch Purchase

(1) Non - cash assets include acquired loans and fixed assets (2) Aggregate purchase price will be based on the total average deposits for a defined period prior to closing Branch Purchase – Transaction Terms and Multiples Branch Purchase Deposits Acquired Non - Cash Assets Acquired Consideration Required Approvals Deposit Premium 18 Southeastern branches • 10 South Georgia (Approximately $424 million deposits) • 8 North Florida (Approximately $388 million deposits) Approximately $812 million Approximately $16 million (1) 100% cash Customary regulatory approvals 3.01% 10 Aggregate Purchase Price Approximately $24 million ( 2 ) Expected Closing Second quarter 2015

Source: SNL Financial; financial information as of July 2014 Branch Purchase – Pro Forma Franchise Pro Forma Branch Map Deposit Composition – Southeastern Branches ABCB (72 Branches) 18 Southeastern Branches M&S (13 Branches) Noninterest Bearing ~21% NOW ~23% MMDA ~27% Savings ~8% CDs ~14% IRAs ~7% 11 Jacksonville Columbia Greenville Atlanta Moultrie Savannah Charleston Weighted - Average Rate: Approximately 0.13% Gainesville

24.3% 20.8% 33.5% 9.2% 12.2% 12 Pro Forma Deposit Composition 24.2% 22.3% 29.7% 11.5% 12.3% ~21% ~23% ~42% ~0% ~14% 32.9% 0.2% 53.0% 7.4% 6.5% ABCB Southeastern Branches (1) Merchants Non-Interest Bearing Deposits MMDA & Savings Interest-Bearing Transaction CDs < $100,000 CDs > $100,000 Pro Forma ABCB (2) (1) Time deposit composition assumes that all acquired branch CDs are > $100,000 (2) Does not account for purchase accounting adjustments Financial information as of September 30, 2014 MRQ Cost of Deposits: 0.30% Cost of Deposits: Approximately 0.13% MRQ Cost of Deposits: 0.22%

Transaction Rationale • Meaningful EPS accretion • Internal rate of return over 20% Strategic Rationale Operating Considerations Financial Impact • In - market expansion comprised primarily of deposit relationships • Minimal amount of complexities – grow loans and retain deposits • Leverages management experience and infrastructure in existing and contiguous markets • Experienced Southeast acquiror – 12 deals in the last 6 years • Due diligence process completed • Strengthens our Georgia and Florida market presence • Provides low - cost funding for future growth • Attractive customer base • Positions Ameris as the largest independent community bank in its South Georgia and North Florida footprint 13

Capital Transaction and Pro Forma Results

Capital Transaction – Summary Overview 15 • Private placement • Approximately $114.5 million net proceeds • Commitments for the sale of up to 5,320,000 primary shares • Issuance price per share: $ 22.50 • Transaction expected to be completed January 30, 2015

Key Pro Forma Assumptions and Financial Impact Bank Acquisition • Balance sheet and earnings growth in line with past performance • Cost savings of 33%; 75% realized in 2015 and 100% realized in 2016 and thereafter • No revenue enhancements assumed • Credit loan mark of approximately 4% • OREO mark of approximately 23% • Core deposit intangible of 1.5% amortized straight - line over 8 years • Expected closing Q2 2015 • Immediately accretive to EPS at closing • Projected to be over 15% accretive to EPS in 2016 and thereafter • Immediately accretive to tangible book value • Estimated IRR well in excess of 20% • Pro forma capital ratios to remain in excess of “well capitalized” minimums 16 Branch Purchase Capital Transaction, Bank Acquisition, Branch Purchase • 10% deposit runoff in 2015; 3% deposit growth through 2018 (distributed equally across deposit account types) • Acquired balance sheet liquidity transitions into loans over a 4 - year period; targeted 2018 asset mix – 80% loans / 20% securities • Noninterest income and expense increases are equal to projected deposit growth • Assumed yield on new loans equal to 4.0 % (current ABCB yield = 4.94%); securities 2.0%; and the cost of interest bearing deposits increasing from 0.13% to 0.36% (current ABCB cost) • Provision expense of 1.0% on new loan growth • Expected closing Q2 2015 Key Assumptions Pro Forma Financial Impact

Pro Forma Balance Sheet and Capitalization (1) 17 (1) Pro forma balance sheet and capital ratios include the bank acquisition, branch purchase and capital transaction Dollar Values in Millions, Except Per Share Amounts Estimated Pro Forma at Close (1) Balance Sheet June 30, 2015 Total Assets $5,534 Net Loans $3,200 Total Deposits $4,625 Shareholders' Equity $499 Dececmber 31, 2014 June 30, 2015 Capital Ratios Actual Estimated Pro Forma at Close (1) Tangible Common Equity / Tangible Assets 7.42% 7.23% Tier 1 Leverage Ratio 8.97% 9.64% Tier 1 Risk-Based Capital Ratio 12.67% 15.72% Total Risk-Based Capital Ratio 13.44% 16.57%

Conclusion 18 • Ameris is a very attractive Southeastern banking franchise — Consistently profitable — Impressive returns…5 year total return over 170% (1) — Experienced acquiror with a seasoned management team — Well - positioned to capitalize on future growth and expansion opportunities • Pending acquisitions further enhance the Ameris franchise — Financially attractive…meaningful EPS and TBV accretion — Strategically compelling…enhances current branch franchise in core Southeastern markets — Further improves core funding — Manageable execution and conversion risk (1) Includes the compounded value of reinvested dividends over the time period

Appendix: Additional Information

Merchants & Southern Banks of Florida, Inc.

Historical Financial Summary (1) Profitability metrics adjusted using an assumed tax rate of 35% to account for S - Corp status Source: SNL Financial; bank - level data presented 21 Dollar Values in Millions, Except Per Share Amounts For the Fiscal Year Ended Quarter Ended 2009Y 2010Y 2011Y 2012Y 2013Y 2014Q3 Balance Sheet Total Assets $403 $389 $393 $433 $430 $398 Net Loans 292 266 234 221 225 215 Deposits 334 326 315 321 323 329 Gross Loans / Deposits 89% 84% 76% 70% 71% 66% Capital Total Common Equity 33 30 35 39 38 43 Tangible Common Equity / Tangible Assets 8.23% 7.77% 8.90% 8.98% 8.81% 10.69% Tier 1 Leverage Ratio 8.20% 7.84% 8.12% 8.42% 9.03% 10.57% Tier 1 Capital Ratio 10.50% 10.45% 12.83% 13.59% 14.92% 16.56% Total Capital Ratio 11.76% 11.72% 14.09% 14.85% 16.17% 17.82% Earnings & Profitability Net Income $3.5 ($1.4) $1.8 $2.5 $3.5 $1.1 Net Income - Tax Effected (1) $2,288 ($878) $1,191 $1,613 $2,278 $738 ROAA - Tax Effected (1) 0.32% (0.00%) 0.30% 0.39% 0.53% 0.72% ROAE - Tax Effected (1) 0.44% (0.00%) 3.66% 4.37% 5.94% 6.99% Net Interest Margin 4.03% 3.87% 3.66% 3.36% 3.23% 3.41% Non-Int Inc. / Avg. Assets 0.53% 0.58% 0.25% 0.16% 0.26% 0.37% Non. Int. Exp. / Avg. Assets 3.00% 3.06% 2.77% 2.61% 2.43% 2.43% Efficiency Ratio 69.2% 73.1% 77.4% 80.8% 75.0% 68.3% Asset Quality NPLs / Loans 3.26% 8.07% 9.27% 7.20% 4.54% 3.22% NPAs / Assets 2.93% 7.57% 8.02% 5.71% 3.59% 2.63% Reserves / NPLs 44.03% 37.10% 26.20% 32.06% 41.02% 52.22% Reserves / Loans 1.43% 2.99% 2.43% 2.31% 1.86% 1.68% NCOs / Average Loans 0.27% 1.35% 1.46% 0.33% 0.43% (0.22%) Yield and Cost Yield on Loans 5.89% 5.63% 5.33% 5.08% 4.87% 4.86% Yield on Earning Assets 5.59% 5.07% 4.43% 3.83% 3.53% 3.63% Cost of Total Deposits 1.47% 1.07% 0.72% 0.45% 0.29% 0.22% Cost of Interest Bearing Liabilities 1.97% 1.52% 1.00% 0.60% 0.41% 0.32%

Historical Asset Quality Source: SNL Financial; bank - level data presented 22 $9,653 $22,125 $22,230 $16,275 $10,396 $7,040 $2,144 $7,343 $9,253 $8,430 $5,055 $3,436 2.93% 7.57% 8.02% 5.71% 3.59% 2.63% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 2009Y 2010Y 2011Y 2012Y 2013Y 2014Q3 Nonperforming Loans ($000) OREO ($000) NPAs / Assets

Loan & Deposit Composition Dollars in Thousands Loan Composition Type 9/30/2014 C&D Residential 7,255 C&D Nonresidential 27,958 1-4 Family 27,256 Multifamily 20,263 Owner-Occupied CRE 69,165 Non-Owner-Occupied CRE 49,770 Farm & Agriculture 342 C&I 13,511 Consumer & Other 2,815 Gross Loans $218,335 Deposit Composition Type 9/30/2014 MRQ Cost Non-Interest Bearing 108,265 -- Interest-Bearing Transaction 642 0.01% MMDA & Savings 174,501 0.17% Time Deposits < $100k 24,196 0.41% Time Deposits > $100k 21,432 0.64% Total Deposits $329,036 0.16% 32.9% 0.2% 53.0% 7.4% 6.5% Non-Interest Bearing Interest-Bearing Transaction MMDA & Savings Time Deposits < $100k Time Deposits > $100k 3.3% 12.8% 12.5% 9.3% 31.7% 22.8% 6.2% 1.3% C&D Residential C&D Nonresidential 1-4 Family Multifamily Owner-Occupied CRE Non-Owner-Occupied CRE Farm & Agriculture C&I Consumer & Other Source: SNL Financial; financial information as of September 30, 2014 23

Southeastern Branches

Source: SNL Financial; deposit data as of June 2014 Deposit Market Share – Selected GA and FL Counties 25 Tift, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Synovus Financial Corp. (GA) 2 297,439 35.37 2 Pro Forma Company 3 199,237 23.69 2 South Georgia Bank Holding Co. (GA) 3 173,994 20.69 3 Ameris Bancorp (GA) 2 155,861 18.53 4 BB&T Corp. (NC) 1 82,940 9.86 5 Southeastern Branches (NC) 1 43,376 5.16 6 SunTrust Banks Inc. (GA) 1 37,201 4.42 7 Colony Bankcorp Inc. (GA) 2 27,772 3.30 8 Lowndes Bancshares Inc. (GA) 1 22,461 2.67 1 Market Total 13 $841,044 100.00% Colquitt, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Pro Forma Company 5 287,814 46.70 1 Ameris Bancorp (GA) 4 246,112 39.93 2 Southwest Georgia Financial Corp. (GA) 2 192,061 31.16 3 South Georgia Bank Holding Co. (GA) 1 42,799 6.94 4 Southeastern Branches (NC) 1 41,702 6.77 5 Lowndes Bancshares Inc. (GA) 1 34,483 5.60 6 Colony Bankcorp Inc. (GA) 1 34,338 5.57 7 SunTrust Banks Inc. (GA) 1 15,122 2.45 8 Trust Holding Co. Inc. (GA) 1 9,678 1.57 1 Market Total 12 $616,295 100.00% Liberty, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Liberty Shares Inc. (GA) 4 232,960 57.79 2 Pro Forma Company 2 101,821 25.26 2 Ameris Bancorp (GA) 1 66,388 16.47 3 Wells Fargo & Co. (CA) 1 37,669 9.34 4 Southeastern Branches (NC) 1 35,433 8.79 5 S Bankshares Inc. (GA) 1 20,825 5.17 6 South Group Bancshares Inc. (GA) 1 9,843 2.44 - United Community Banks Inc. (GA) 0 - - 1 Market Total 9 $403,118 100.00% Dougherty, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Heritage Financial Group Inc. (GA) 3 346,945 25.29 2 Pro Forma Company 4 224,854 16.40 2 SunTrust Banks Inc. (GA) 3 218,517 15.93 3 Regions Financial Corp. (AL) 5 203,212 14.81 4 Southeastern Branches (NC) 3 144,920 10.57 5 Flint Community Bancshares Inc. (GA) 1 140,739 10.26 6 Community Capital Bancshares Inc. (GA) 2 103,970 7.58 7 Ameris Bancorp (GA) 1 79,934 5.83 8 Synovus Financial Corp. (GA) 3 62,955 4.59 9 First State Bancshares of Blakely Inc. (GA) 1 32,142 2.34 10 Capitol City Bancshares Inc. (GA) 1 15,961 1.16 11 PeoplesSouth Bancshares Inc. (GA) 1 15,820 1.15 12 Colony Bankcorp Inc. (GA) 1 6,557 0.48 1 Market Total 25 $1,371,672 100.00%

Deposit Market Share – Selected GA and FL Counties Source: SNL Financial; deposit data as of June 2014 26 Laurens, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Morris State Bancshares Inc. (GA) 2 284,967 32.46 2 Hogan Investments LP (GA) 4 163,495 18.62 3 Farmers Bancshares Inc. (GA) 3 99,314 11.31 4 Capital City Bank Group Inc. (FL) 3 80,010 9.11 5 Central Georgia Banking Co. (GA) 2 58,203 6.63 6 Southeastern Branches (NC) 1 55,479 6.32 7 Swainsboro Bankshares Inc. (GA) 1 53,594 6.10 8 Wheeler Bancshares Inc. (GA) 2 36,211 4.12 9 Putnam-Greene Financial Corp. (GA) 1 23,360 2.66 10 Wells Fargo & Co. (CA) 1 23,289 2.65 1 Market Total 20 $877,922 100.00% Thomas, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Thomasville Bancshares Inc. (GA) 2 496,653 42.71 2 Synovus Financial Corp. (GA) 4 277,492 23.86 3 Thomas County Federal Savings & Loan Association (GA)1 214,057 18.41 4 Pro Forma Company 2 86,999 7.48 4 Southeastern Branches (NC) 1 48,768 4.19 5 FMB Banking Corp. (FL) 1 41,077 3.53 6 SunTrust Banks Inc. (GA) 1 40,855 3.51 7 Ameris Bancorp (GA) 1 38,231 3.29 8 Southwest Georgia Financial Corp. (GA) 0 5,843 0.50 - Wells Fargo & Co. (CA) 0 - - - Coastal Banking Co. Inc. (SC) 0 - - 1 Market Total 11 $1,162,976 100.00% Columbia, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Toronto-Dominion Bank (-) 4 181,403 24.47 2 First Federal Bancorp MHC (FL) 3 176,866 23.86 3 First Columbia Bancorp Inc. (FL) 4 156,110 21.06 4 Southeastern Branches (NC) 2 136,000 18.35 5 PSB BancGroup Inc. (FL) 2 63,545 8.57 6 Heritage Financial Group Inc. (GA) 1 27,408 3.70 - Ameris Bancorp (GA) 0 - - - FCB Financial Holdings Inc. (FL) 0 - - 1 Market Total 16 $741,332 100.00% Alachua County, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Wells Fargo & Co. 9 767,731 22.35 2 Southeastern Branches 6 765,289 22.28 2 Southeastern Branches Pro Forma 5 705,353 20.53 3 Banco Bilbao Vizcaya Argentaria SA 4 354,799 10.33 4 SunTrust Banks Inc. 5 335,692 9.77 5 Pro Forma Company 10 327,284 9.53 5 Merchants & Southern Banks of FL 9 267,348 7.78 6 Toronto-Dominion Bank 3 208,898 6.08 7 Capital City Bank Group Inc. 7 165,434 4.82 8 OGS Investments Inc. 4 152,960 4.45 9 Renasant Corp. 3 118,614 3.45 10 Regions Financial Corp. 3 62,900 1.83 11 PNC Financial Services Group Inc. 4 62,599 1.82 1 Total For Institutions In Market 64 3,435,608 100.00%

Deposit Market Share – Selected GA and FL Counties Source: SNL Financial; deposit data as of June 2014 27 Dixie, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Southeastern Branches (NC) 1 35,502 39.02 2 Drummond Banking Co. (FL) 2 34,220 37.61 3 Capital City Bank Group Inc. (FL) 1 21,258 23.37 - Wells Fargo & Co. (CA) 0 - - 1 Market Total 4 $90,980 100.00% Walton, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Regions Financial Corp. (AL) 7 314,853 33.32 2 Trustmark Corp. (MS) 5 163,494 17.30 3 Community Bancshares of MS (MS) 1 93,365 9.88 4 SunTrust Banks Inc. (GA) 2 91,894 9.73 5 Wells Fargo & Co. (CA) 2 65,405 6.92 6 First Florida Bancorp Inc. (FL) 1 54,070 5.72 7 Hancock Holding Co. (MS) 1 42,407 4.49 8 Southeastern Branches (NC) 1 31,937 3.38 9 Bankshares Corp. of Niceville (FL) 2 29,374 3.11 10 Southern National Banks Inc. (FL) 2 21,722 2.30 11 BancorpSouth Inc. (MS) 1 20,718 2.19 12 Home BancShares Inc. (AR) 2 15,630 1.65 1 Market Total 27 $944,869 100.00% Ware, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Atlantic Coast Financial Corp. (FL) 2 145,138 23.50 2 WB&T Bankshares Inc. (GA) 1 128,299 20.77 3 Jones Bancshares LP (GA) 1 123,728 20.03 4 SunTrust Banks Inc. (GA) 1 55,099 8.92 5 Southeastern Branches (NC) 1 41,814 6.77 6 First Southern Bank (GA) 1 38,146 6.18 7 BB&T Corp. (NC) 1 35,981 5.83 8 Liberty Shares Inc. (GA) 2 26,591 4.30 9 United Community Banks Inc. (GA) 1 22,891 3.71 1 Market Total 11 $617,687 100.00% Suwannee, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 First Federal Bancorp MHC (FL) 3 277,200 57.45 2 Toronto-Dominion Bank (-) 1 88,143 18.27 3 Southeastern Branches (NC) 1 54,472 11.29 4 Capital City Bank Group Inc. (FL) 1 32,704 6.78 5 Lafayette State Bank (FL) 2 29,962 6.21 1 Market Total 8 $482,481 100.00%

Deposit Market Share – Selected GA and FL Counties Hamilton, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 First Federal Bancorp MHC (FL) 1 60,810 74.19 2 Southeastern Branches (NC) 1 21,152 25.81 1 Market Total 2 $81,962 100.00% Source: SNL Financial; deposit data as of June 2014 28 Calhoun, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Cadence Bancorp LLC (TX) 2 73,077 49.97 2 Home BancShares Inc. (AR) 1 28,109 19.22 3 Southeastern Branches (NC) 1 27,317 18.68 4 Regions Financial Corp. (AL) 1 17,736 12.13 1 Market Total 5 146,239 100.00% Ben Hill, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Colony Bankcorp Inc. (GA) 2 190,907 55.07 2 CBC Holding Co. (GA) 2 108,974 31.43 3 Southeastern Branches (NC) 1 17,803 5.14 4 Mid State Banks Inc. (GA) 1 15,201 4.38 5 Wells Fargo & Co. (CA) 1 13,797 3.98 1 Market Total 7 $346,682 100.00%

EX-99.3

Exhibit 99.3

News Release

For more information contact:

Dennis J. Zember Jr.

Executive Vice President & CFO

(229) 890-1111

AMERIS BANCORP ANNOUNCES

PRIVATE PLACEMENT OF COMMON STOCK

January 29, 2015

AMERIS BANCORP (NASDAQ-GS: ABCB), Moultrie, Georgia. Ameris Bancorp (“Ameris” or the “Company”) today announced the sale of shares of the Company’s common stock at a price of $22.50 per share to institutional accredited investors through a private placement. The Company has received commitments for the sale of up to 5,320,000 shares and is in the process of closing the issuance, which is expected to be completed by January 30, 2015. The Company expects to receive net proceeds from the private placement of approximately $114.5 million, which it intends to use, in part, to fund the cash consideration for its recently announced acquisitions of Merchants & Southern Banks of Florida, Inc. and eighteen Bank of America branches located in North Florida and South Georgia.

Sandler O’Neill + Partners, L.P. served as the sole placement agent for the private placement. Ameris was advised by the law firm of Rogers & Hardin LLP.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the purchasers, the Company has agreed to file within 30 days of the closing of this transaction a registration statement with the Securities and Exchange Commission registering the resale of the shares of Ameris common stock issued in the private placement. Any offering of the Company’s securities under such resale registration statement will be made only by means of a prospectus.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Ameris Bancorp

Ameris Bancorp is headquartered in Moultrie, Georgia, and at the end of the most recent quarter had 73 locations in

Georgia, Alabama, northern Florida and South Carolina.

Forward Looking Statements

This news release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates which they were made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements and are referred to the Company’s periodic filings with the Securities and Exchange Commission for a summary of certain factors that may impact the Company’s results of operations and financial condition.