Exhibit 4.11


 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) is dated as of March 11, 2016, by and between Ameris Bancorp, a Georgia corporation
(“Ameris”), and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).


 


RECITALS


 


WHEREAS, Jacksonville
Bancorp, Inc., a Florida corporation (“Jacksonville”), and the Trustee entered into an Indenture dated as of June 20,
2008 (the “Indenture”), pursuant to which the Junior Subordinated Debt Securities due September 15, 2038 (the “Debt
Securities”) have been issued by Jacksonville; and


 


WHEREAS, on the date
of this Supplemental Indenture, Jacksonville has been merged with and into Ameris, with Ameris being the surviving corporation
(the “Merger”), whereupon the separate corporate existence of Jacksonville has ceased; and


 


WHEREAS, Section 11.01
of the Indenture requires that Ameris expressly assume, by a supplemental indenture executed and delivered to the Trustee by Ameris,
the due and punctual payment of the principal of (and premium, if any) and the interest on all of the Debt Securities in accordance
with their terms, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be
kept or performed by Jacksonville; and


 


WHEREAS, Section 9.01(a)
of the Indenture authorizes, without the consent of any Securityholders, the execution of a supplemental indenture to evidence
the succession of another corporation to Jacksonville, and the assumption by any such successor of the covenants, agreements, and
obligations of Jacksonville under the Indenture; and


 


WHEREAS, Jacksonville
has delivered to the Trustee an Officers’ Certificate stating that the Merger and this Supplemental Indenture comply with
Article IX of the Indenture and that all conditions precedent therein provided for relating to the Merger have been complied with,
and Ameris has delivered an Opinion of Counsel to the same effect; and


 


WHEREAS, capitalized
terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.


 


NOW, THEREFORE, in
compliance with Section 11.01 of the Indenture, and in consideration of the covenants contained herein and intending to be legally
bound hereby, Ameris and the Trustee, for the benefit of the Securityholders, agree as follows:


 


1.          Assumption
of Payment and Performance. Ameris hereby expressly assumes the due and punctual payment of the principal of (and premium,
if any) and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants
and conditions of the Indenture on the part of Jacksonville to be performed or observed.


 


2.          Effect of
Supplemental Indenture. Upon the execution of this Supplemental Indenture, (i) the Indenture has been and hereby is modified
in accordance herewith; (ii) this Supplemental Indenture forms a part of the Indenture for all purposes; (iii) except as modified
and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect; (iv) the Debt Securities shall
continue to be governed by the Indenture; and (v) every Securityholder heretofore or hereafter under the Indenture shall be bound
by this Supplemental Indenture.


 




     


     


    

 


3.          Notation
on Debt Securities. Debt Securities authenticated and delivered on or after the date hereof shall bear the following notation,
which may be printed or typewritten thereon:


 


“Effective March 11, 2016,
Jacksonville Bancorp, Inc., a Florida corporation (“Jacksonville”), was merged with and into Ameris Bancorp, a Georgia
corporation (“Ameris”). Pursuant to the First Supplemental Indenture, dated as of March 11, 2016, Ameris has assumed
the obligations of Jacksonville and the performance of every covenant and condition of the Indenture on the part of Jacksonville
to be performed or observed.”


 


If Ameris shall so determine, new Debt
Securities so modified as to conform to the Indenture as hereby supplemented, in form satisfactory to the Trustee, may at any time
hereafter be prepared and executed by Ameris and, upon receipt of a written order from Ameris, authenticated and delivered by the
Trustee or the Authenticating Agent in exchange for the Debt Securities then outstanding, and thereafter the notation herein provided
shall no longer be required. Anything herein or in the Indenture to the contrary notwithstanding, the failure to affix the notation
herein provided as to any Debt Security or to exchange any Debt Security for a new Debt Security modified as herein provided shall
not affect any of the rights of the holder of such Debt Security.


 


4.          The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Ameris.


 


5.          Governing
Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflict of law principles thereof.


 


6.          Successors
and Assigns. This Supplemental Indenture shall be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto and the holders of any Debt Securities then outstanding.


 


7.          Headings.
The headings used in this Supplemental Indenture are inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Supplemental Indenture.


 


8.          Counterparts.
This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized,
as of the day and year first above written.


 


	 	AMERIS BANCORP
	 	 	 
	 	By:	/s/ Edwin W. Hortman, Jr.
	 	 	Edwin W. Hortman, Jr.
	 	 	President and Chief Executive Officer
	 	 	 
	 	WELLS FARGO BANK,
	 	NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Melody Kitchen
	 	 	Melody Kitchen
	 	 	Assistant Vice President


 




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