Amended and Restated Stock Purchase Agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDED AND RESTATED 

STOCK PURCHASE AGREEMENT 
 BY AND AMONG 
 JACKSONVILLE BANCORP, INC., 

CAPGEN CAPITAL GROUP IV LP 
 AND EACH OF THE OTHER 
 INVESTORS NAMED HEREIN 

DATED AS OF 
 December 31, 2012 







 TABLE OF CONTENTS 

 

							
	 	 	 	    	 	  	Page
			
	ARTICLE I.	 	 PURCHASE AND SALE OF THE PURCHASED SHARES
	  	2
				
	 Section 1.01.
	 		    	 Issuance, Sale and Delivery of the Purchased Shares
	  	2
				
	 Section 1.02.
	 		    	 Closing
	  	2
				
	 Section 1.03.
	 		    	 Escrow
	  	2
				
	 Section 1.04.
	 		    	 Payment of Purchase Price
	  	3
			
	 ARTICLE II.
	 	 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	  	3
				
	 Section 2.01.
	 		    	 Organization and Standing
	  	3
				
	 Section 2.02.
	 		    	 Corporate Power
	  	4
				
	 Section 2.03.
	 		    	 Corporate Authority
	  	4
				
	 Section 2.04.
	 		    	 Governmental Authority Approvals; Shareholder Approval; No Violations
	  	5
				
	 Section 2.05.
	 		    	 Company Capital Stock; Purchased Shares
	  	6
				
	 Section 2.06.
	 		    	 Company Reports; Financial Statements, Etc.
	  	7
				
	 Section 2.07.
	 		    	 Compliance with Applicable Laws; Regulatory Filings; Permits
	  	9
				
	 Section 2.08.
	 		    	 No Undisclosed Liabilities
	  	11
				
	 Section 2.09.
	 		    	 Absence of Certain Changes
	  	11
				
	 Section 2.10.
	 		    	 Tax Matters
	  	11
				
	 Section 2.11.
	 		    	 Transactions with Affiliates
	  	14
				
	 Section 2.12.
	 		    	 Loans
	  	15
				
	 Section 2.13.
	 		    	 Other Activities of the Company and the Bank
	  	15
				
	 Section 2.14.
	 		    	 Material Agreements; No Defaults
	  	15
				
	 Section 2.15.
	 		    	 Company Benefit Plans
	  	16
				
	 Section 2.16.
	 		    	 Environmental Matters
	  	17
				
	 Section 2.17.
	 		    	 Labor Matters
	  	18
				
	 Section 2.18.
	 		    	 Insurance
	  	18
				
	 Section 2.19.
	 		    	 No Integration
	  	18
				
	 Section 2.20.
	 		    	 No Change of Control
	  	19
				
	 Section 2.21.
	 		    	 Properties
	  	19
				
	 Section 2.22.
	 		    	 Computer and Technology Security
	  	20
				
	 Section 2.23.
	 		    	 Data Privacy
	  	20
				
	 Section 2.24.
	 		    	 No Restrictive Covenants
	  	20


  
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 TABLE OF CONTENTS 

(continued) 
  



			
	 	  	Page

  


							
	 Section 2.25.
	 		    	 Litigation
	  	20
				
	 Section 2.26.
	 		    	 [Intentionally Omitted.]
	  	21
				
	 Section 2.27.
	 		    	 No Brokers; etc.
	  	21
				
	 Section 2.28.
	 		    	 Voting of Shares by Directors and Executive Officers
	  	21
				
	 Section 2.29.
	 		    	 Risk Management Instruments
	  	21
				
	 Section 2.30.
	 		    	 Capitalization
	  	21
				
	 Section 2.31.
	 		    	 Investment Company
	  	22
				
	 Section 2.32.
	 		    	 Price of Common Stock
	  	22
				
	 Section 2.33.
	 		    	 Shell Company Status
	  	22
				
	 Section 2.34.
	 		    	 Reservation of Purchased Shares
	  	22
				
	 Section 2.35.
	 		    	 No Substantially Similar Agreement
	  	22
				
	 Section 2.36.
	 		    	 Disclosure
	  	22
			
	 ARTICLE III.
	 	 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
	  	22
				
	 Section 3.01.
	 		    	 Organization
	  	22
				
	 Section 3.02.
	 		    	 Bank Holding Company Status, etc.
	  	22
				
	 Section 3.03.
	 		    	 Authorization
	  	23
				
	 Section 3.04.
	 		    	 Accredited Investor, etc.
	  	23
				
	 Section 3.05.
	 		    	 Regulatory Approvals
	  	26
				
	 Section 3.06.
	 		    	 Sufficient Funds
	  	26
				
	 Section 3.07.
	 		    	 No Acting in Concert, etc.
	  	26
				
	 Section 3.08.
	 		    	 No Prior Proxies
	  	26
			
	 ARTICLE IV.
	 	 CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS
	  	26
				
	 Section 4.01.
	 		    	 Representations and Warranties to be True and Correct
	  	26
				
	 Section 4.02.
	 		    	 Performance
	  	26
				
	 Section 4.03.
	 		    	 Preferred Stock Designation
	  	26
				
	 Section 4.04.
	 		    	 No Material Adverse Change
	  	27
				
	 Section 4.05.
	 		    	 Corporate Approvals; etc.
	  	27
				
	 Section 4.06.
	 		    	 Change in Control Waivers
	  	27
				
	 Section 4.07.
	 		    	 Regulatory Approvals
	  	27
				
	 Section 4.08.
	 		    	 Registration Rights Agreement
	  	27
				
	 Section 4.09.
	 		    	 Sales of Shares
	  	27


  
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 TABLE OF CONTENTS 

(continued) 
  



			
	 	  	Page

  


							
	 Section 4.10.
	 		    	 Opinions
	  	28
				
	 Section 4.11.
	 		    	 No Suspensions of Trading in Common Stock or Listing
	  	28
			
	 ARTICLE V.
	 	 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY
	  	28
				
	 Section 5.01.
	 		    	 Representations and Warranties to be True and Correct
	  	28
				
	 Section 5.02.
	 		    	 Performance
	  	28
				
	 Section 5.03.
	 		    	 Investment Banking Opinion
	  	28
			
	 ARTICLE VI.
	 	 COVENANTS
	  	29
				
	 Section 6.01.
	 		    	 Commercially Reasonable Best Efforts
	  	29
				
	 Section 6.02.
	 		    	 Filings and Other Actions
	  	29
				
	 Section 6.03.
	 		    	 Corporate Approvals; Takeover Laws
	  	30
				
	 Section 6.04.
	 		    	 Shareholder Approvals
	  	30
				
	 Section 6.05.
	 		    	 Proxy Statement
	  	31
				
	 Section 6.06.
	 		    	 Registration Rights
	  	32
				
	 Section 6.07.
	 		    	 Reservation and Nasdaq Listing of Shares
	  	32
				
	 Section 6.08.
	 		    	 Restricted Shares
	  	33
				
	 Section 6.09.
	 		    	 Information, Access and Confidentiality
	  	35
				
	 Section 6.10.
	 		    	 Conduct of Business Prior to Closing
	  	36
				
	 Section 6.11.
	 		    	 Company Forbearances
	  	37
				
	 Section 6.12.
	 		    	 Investor Call
	  	40
				
	 Section 6.13.
	 		    	 Press Releases; Public Disclosure
	  	40
				
	 Section 6.14.
	 		    	 Use of Proceeds
	  	41
				
	 Section 6.15.
	 		    	 Form D Filings
	  	41
				
	 Section 6.16.
	 		    	 Standstill
	  	41
			
	 ARTICLE VII.
	 	 OTHER AGREEMENTS
	  	41
				
	 Section 7.01.
	 		    	 Bank Holding Company Status
	  	41
				
	 Section 7.02.
	 		    	 Preemptive Rights
	  	41
				
	 Section 7.03.
	 		    	 Compensation Matters
	  	43
				
	 Section 7.04.
	 		    	 Commercially Reasonable Best Efforts
	  	44
				
	 Section 7.05.
	 		    	 Manner of Offerings
	  	44
				
	 Section 7.06.
	 		    	 Indemnification
	  	44


  
 iii










 TABLE OF CONTENTS 

(continued) 
  



			
	 	  	Page

  


							
	 ARTICLE VIII.
	 	 TERMINATION
	  	45
				
	 Section 8.01.
	 		    	 Methods of Termination
	  	45
				
	 Section 8.02.
	 		    	 Effect of Termination
	  	46
			
	 ARTICLE IX.
	 	 MISCELLANEOUS
	  	46
				
	 Section 9.01.
	 		    	 Certain Definitions
	  	46
				
	 Section 9.02.
	 		    	 Specific Performance
	  	48
				
	 Section 9.03.
	 		    	 Expenses; Fee
	  	49
				
	 Section 9.04.
	 		    	 Survival
	  	49
				
	 Section 9.05.
	 		    	 Notices
	  	49
				
	 Section 9.06.
	 		    	 No Assignment; No Delegation
	  	50
				
	 Section 9.07.
	 		    	 No Third Party Beneficiaries
	  	50
				
	 Section 9.08.
	 		    	 Governing Law
	  	50
				
	 Section 9.09.
	 		    	 Amendments and Waivers
	  	50
				
	 Section 9.10.
	 		    	 Severability
	  	51
				
	 Section 9.11.
	 		    	 Captions
	  	51
				
	 Section 9.12.
	 		    	 No Waiver; Cumulative Remedies
	  	51
				
	 Section 9.13.
	 		    	 Further Assurances
	  	51
				
	 Section 9.14.
	 		    	 No Construction Against Drafter
	  	51
				
	 Section 9.15.
	 		    	 Entire Agreement
	  	51
				
	 Section 9.16.
	 		    	 Counterparts
	  	52
				
	 Section 9.17.
	 		    	 Independent Nature of Investors’ Obligations and Rights
	  	52


  
 iv 









 SCHEDULES 

 

			
	 SCHEDULE I
	  	Form of Preferred Stock Designation
		
	 SCHEDULE II
	  	Form of Series B Preferred Stock Exchange Agreement
		
	 SCHEDULE III
	  	Form of Escrow Agreement
		
	 SCHEDULE IV
	  	Subsidiaries
		
	 SCHEDULE V
	  	Form of Capital Amendment
		
	 SCHEDULE VI
	  	Form of Incentive Plan Amendment
		
	 SCHEDULE VII
	  	Form of Series B Preferred Stock Amendment
		
	 SCHEDULE VIII
	  	Form of Director and Officer Waiver and Acknowledgement Agreement
		
	 SCHEDULE IX
	  	Form of Director and Executive Officer Support Agreement
		
	 SCHEDULE X
	  	Form of Registration Rights Agreement


  
 v 








 INDEX TO DEFINED TERMS 

 



					
	 2012 MOU
	  	 	9	  
	 Accredited Investor
	  	 	46	  
	 affiliate
	  	 	47	  
	 Agreement
	  	 	1	  
	 Applicable Law
	  	 	47	  
	 Articles of Incorporation
	  	 	1	  
	 Asset Sale
	  	 	47	  
	 Bank
	  	 	1	  
	 beneficial ownership
	  	 	47	  
	 Benefit Plan
	  	 	16	  
	 BHCA
	  	 	3	  
	 Board
	  	 	47	  
	 BOLI
	  	 	10	  
	 Business Day
	  	 	47	  
	 Call Reports
	  	 	7	  
	 CapGen
	  	 	1	  
	 Capital Amendment
	  	 	4	  
	 Change of Control Benefits
	  	 	19	  
	 Closing
	  	 	1	  
	 Closing Date
	  	 	2	  
	 Code
	  	 	10	  
	 Commitments
	  	 	29	  
	 Common Stock
	  	 	1	  
	 Company
	  	 	1	  
	 Company Board Recommendation
	  	 	4	  
	 Company Reports
	  	 	7	  
	 Conversion
	  	 	1	  
	 Covered Securities
	  	 	42	  
	 D&O Insurance
	  	 	18	  
	 Designated Securities
	  	 	42	  
	 Disclosure Schedule
	  	 	6	  
	 Enforcement Actions
	  	 	9	  
	 Environmental Law
	  	 	17	  
	 ERISA
	  	 	16	  
	 ERISA Affiliate
	  	 	16	  
	 Escrow Agent
	  	 	2	  
	 Escrow Agreement
	  	 	2	  
	 Escrow Fund
	  	 	2	  
	 Exchange
	  	 	2	  
	 Exchange Act
	  	 	47	  
	 Exchange Agreement
	  	 	2	  
	 Excluded Shareholder
	  	 	31	  
	 FDI Act
	  	 	39	  
	 FDIC
	  	 	9	  
	 Federal Reserve
	  	 	9	  





					
	 Federal Reserve Resolutions
	  	 	9	  
	 FFIEC
	  	 	7	  
	 Florida OFR
	  	 	9	  
	 GAAP
	  	 	47	  
	 Governmental Authority
	  	 	5	  
	 Green Employment Agreement
	  	 	6	  
	 Group
	  	 	11	  
	 Hazardous Substance
	  	 	17	  
	 Incandela Employment Agreement
	  	 	7	  
	 Incentive Plan Amendment
	  	 	4	  
	 Indemnified Person
	  	 	44	  
	 Initial Investment Agreement
	  	 	6	  
	 Initial Investors
	  	 	6	  
	 Initial Preemptive Rights
	  	 	6	  
	 Investment Banker
	  	 	27	  
	 Investor Call
	  	 	2	  
	 Investor Party
	  	 	44	  
	 Investor Percentage Interest
	  	 	42	  
	 Investors
	  	 	1	  
	 Leases
	  	 	19	  
	 Legend Removal Date
	  	 	34	  
	 Liens
	  	 	2	  
	 Losses
	  	 	44	  
	 Material Adverse Effect
	  	 	47	  
	 Money Laundering Laws
	  	 	10	  
	 Nonvoting Common Stock
	  	 	1	  
	 OFAC
	  	 	10	  
	 Offer Period
	  	 	42	  
	 OREO
	  	 	19	  
	 Original Meeting Date
	  	 	31	  
	 Permits
	  	 	10	  
	 Permitted Transfer
	  	 	23	  
	 person
	  	 	48	  
	 Placement Agent
	  	 	21	  
	 Plan Asset Regulations
	  	 	35	  
	 Preferred Stock
	  	 	1	  
	 Preferred Stock Designation
	  	 	1	  
	 Press Release
	  	 	41	  
	 Private Placement
	  	 	1	  
	 Private Placement Documents
	  	 	24	  
	 Proposals
	  	 	4	  
	 Proxy Statement
	  	 	31	  
	 Purchase Price
	  	 	3	  
	 Purchased Shares
	  	 	1	  
	 Qualified Offering
	  	 	41	  

 
 


  
 vi 











					
	 Qualified Offering Notice
	  	 	42	  
	 Regulatory Authority
	  	 	9	  
	 Regulatory Reports
	  	 	9	  
	 Related Interest
	  	 	48	  
	 Requisite Shareholder Vote
	  	 	5	  
	 Resale Registration Statement
	  	 	34	  
	 Restricted Stock
	  	 	6	  
	 Returns
	  	 	12	  
	 Reverse Stock Split
	  	 	4	  
	 Rights Offering
	  	 	43	  
	 Rule 144A offering
	  	 	43	  
	 SEC
	  	 	48	  
	 Securities
	  	 	1	  
	 Securities Act
	  	 	48	  





					
	 Series B Preferred Stock
	  	 	1	  
	 Series B Preferred Stock Amendment
	  	 	4	  
	 Share Price
	  	 	1	  
	 Shareholder Approvals
	  	 	4	  
	 Shareholders’ Meeting
	  	 	30	  
	 Stock Incentive Plan
	  	 	4	  
	 Subsidiary
	  	 	48	  
	 Support Agreement
	  	 	21	  
	 Takeover Laws
	  	 	4	  
	 Taxes
	  	 	11	  
	 Termination Date
	  	 	45	  
	 Transaction
	  	 	2	  
	 Underlying Shares
	  	 	1	  
	 VCOC Rights Inspector
	  	 	35	  

 
 


  
 vii









 AMENDED AND RESTATED 

STOCK PURCHASE AGREEMENT 
 THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of December 31, 2012 (collectively with all schedules and exhibits hereto, this “Agreement”), is by and among
JACKSONVILLE BANCORP, INC., a Florida corporation (the “Company”), and CAPGEN CAPITAL GROUP IV LP, a Delaware limited partnership (“CapGen”), and each of the respective other investors set forth on the signature
pages to this Agreement (collectively, with CapGen, the “Investors”). 
 The Company is a bank holding company
that is the sole shareholder of The Jacksonville Bank, a Florida state-chartered commercial bank (the “Bank”). 

The Company has offered, in a private placement, to issue and sell to the Investors, and the Investors seek to purchase, an aggregate of
50,000 shares of the Company’s Mandatorily Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock, Series A, liquidation preference $1,000.00 per share, of the Company (the “Preferred Stock”), at a purchase price
of $1,000.00 per share (the “Share Price”) on the terms and subject to the conditions set forth in this Agreement (the “Private Placement”). The Private Placement includes shares of Preferred Stock offered to
directors and executive officers of the Company and other related persons at the same price as to Investors. 
 The Preferred
Stock will have the terms set forth in the articles of amendment to the Company’s amended and restated articles of incorporation, as amended (“Articles of Incorporation”) designating the Preferred Stock in the form attached
hereto as Schedule I (the “Preferred Stock Designation”). The Company will file the Preferred Stock Designation with the Florida Secretary of State prior to and as a condition to the closing (the “Closing”)
of the Private Placement. The Preferred Stock will be, subject to shareholder approval and as provided herein, mandatorily convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)
and nonvoting common stock, par value $0.01 per share (the “Nonvoting Common Stock”), subject to and in accordance with the terms and conditions of the Preferred Stock Designation. 

The shares of Preferred Stock to be sold in the Private Placement are collectively referred to as the “Purchased
Shares.” The shares of Common Stock and Nonvoting Common Stock into which the Purchased Shares are to be convertible, as well as the shares of Common Stock into which the shares of Nonvoting Common Stock are convertible, are referred as the
“Underlying Shares” and the Underlying Shares and the Purchased Shares are referred to, collectively, as the “Securities.” The mandatory conversion of the Preferred Stock into Common Stock and Nonvoting Common Stock
is referred to herein as the “Conversion”. 
 CapGen provided $5 million of additional capital to the Company
on September 27, 2012, pursuant to a Subscription Agreement with the Company, dated September 27, 2012, for the purchase and sale of 5,000 shares of the Company’s Noncumulative, Nonvoting, Perpetual Preferred Stock, Series B, par
value $.01 per share (the “Series B Preferred Stock”), at a purchase price of $1,000 per share. Pursuant to an Exchange Agreement, dated as of September 27, 2012 and amended and restated as of the date hereof, between the
Company and CapGen (the 







 
“Exchange Agreement”) in the form attached hereto as Schedule II, the Company agreed to exchange (the “Exchange”) all of CapGen’s shares of Series B
Preferred Stock for shares of Preferred Stock. The Exchange will be made simultaneously with the issuance of the Preferred Stock pursuant to this Agreement. 
 The number of Purchased Shares to be bought by each Investor hereunder is set forth on such Investor’s signature page. Each of CapGen and the other Investors are acting separately. 

In consideration of the premises, and other good and valuable consideration, the receipt of which is acknowledged, the parties, intending
to be legally bound, agree as follows: 
 ARTICLE I. 

PURCHASE AND SALE OF THE PURCHASED SHARES 
 Section 1.01. Issuance, Sale and Delivery of the Purchased Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue, sell and deliver to
each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the respective number of Purchased Shares set forth on such Investor’s signature page, free and clear of all liens, pledges, security interests,
adverse claims, charges and other encumbrances (“Liens”), other than those placed thereon by or on behalf of an Investor with respect solely to such Investor’s Purchased Shares (such issuance, sale and purchase of the Purchased
Shares, along with the other commitments by each party to the others set forth in this Agreement, the “Transaction”). 
 Section 1.02. Closing. The Closing of the Private Placement shall be held at a mutually agreeable location upon satisfaction (or waiver, if applicable) of all conditions to Closing;
provided that the closing date (“Closing Date”) may not occur prior to the end of the ten Business Days or such shorter period of not less than five Business Days acceptable to each Investor, including CapGen, commencing upon
the issuance of a notice by CapGen to its investors to call funds required to purchase the Purchased Shares that CapGen is acquiring (the “Investor Call”). The Company and the Investors will cooperate and use their respective
commercially reasonable best efforts to close the Private Placement, subject to the terms and conditions hereof, as soon as practicable. At the Closing, subject to the terms and conditions hereof, the Company shall issue and deliver to each Investor
the number of Purchased Shares set forth on such Investor’s signature page in accordance with Section 1.01 in certificate form or in uncertificated book-entry form pursuant to instructions of such Investor provided to the Company at
least three Business Days in advance of the Closing Date. 
 Section 1.03. Escrow. The parties, other than the
Excluded Shareholders, shall use commercially reasonable efforts to enter into an escrow agreement with SunTrust Bank (the “Escrow Agent”) in substantially the form attached as Schedule III (the “Escrow
Agreement”). The Escrow Agreement will provide that (a) no later than noon (Eastern Time) on the Business Day immediately preceding the Closing, each Investor other than an Excluded Shareholder shall deposit into escrow (the
“Escrow Fund”) by wire transfer of immediately available funds the respective Purchase Price for the Purchased Shares to be purchased by such Investor, and (b) the Escrow Fund shall be disbursed to the Company subject to, and
in accordance with, the terms as set forth in this Agreement. 

  
 2 








 Section 1.04. Payment of Purchase Price. As payment in full for the Purchased
Shares, on the Closing Date, upon receipt of the Purchased Shares, each Investor shall deliver to the Company (via disbursement from the Escrow Fund as provided in Section 1.04 or directly from an Excluded Shareholder or otherwise as
required by the Investment Company Act of 1940 or SEC rules thereunder) an amount equal to $1,000.00 per Purchased Share to be acquired by each Investor hereunder (such aggregate amount, the “Purchase Price”). Payment of the
aggregate Purchase Price referenced in the immediately preceding sentence shall be made through a disbursement by the Escrow Agent from the Escrow Fund to the Company and as directed by the Company, or with respect to an Excluded Shareholder, shall
be made in funds immediately available to the Company by wire transfer on the Closing Date, after all applicable conditions to Closing contained in this Agreement have been satisfied or waived by the relevant parties. 

ARTICLE II. 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
 The Company represents and warrants to each Investor, as of the date hereof and as of the Closing Date (except to the extent such representations and warranties are limited expressly to an earlier
specific date, in which case such representations and warranties were accurate on and as of such specified date) as follows and understands that each Investor is relying on these representations and warranties: 

Section 2.01. Organization and Standing. 
 (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and is registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended (the “BHCA”). The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or properties or conduct of its
business requires such qualification, except where the failure to be so qualified or in good standing is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. 

(b) Schedule IV sets forth all Subsidiaries of the Company. The Company owns, directly or indirectly, all of the capital stock of,
or other ownership interests in (except the outstanding trust preferred interests in the Company’s statutory trust Subsidiaries), each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock
of, or other ownership interests in, each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. The Company’s principal Subsidiary and sole banking
Subsidiary is the Bank. Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation. Each Subsidiary is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect. The Bank’s deposits are insured by the FDIC, and all FDIC insurance premiums and assessments required to be paid have been paid when due. 

  
 3 








 Section 2.02. Corporate Power. Each of the Company and each Subsidiary has all
requisite power and authority (corporate and other) to carry on its business as it is now being conducted, and to own, lease or operate all its properties and assets. The Company has all requisite corporate power and authority and, subject to
obtaining the Shareholder Approvals and the filing of the Preferred Stock Designation and the Share Increase Amendment with the Florida Secretary of State, has taken all corporate action necessary in order to execute, deliver and perform its
obligations under this Agreement and to consummate the Transaction (including the Private Placement and the issuance of the Securities). 
 Section 2.03. Corporate Authority. 
 (a) This Agreement has been duly
executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Investors, this Agreement is a valid and legally binding agreement of the Company, enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or to general equity principles. 

(b) The Board or a duly authorized committee thereof (at a meeting or meetings duly called and held or by written consent) unanimously
(i) determined that this Agreement and the Transaction (including the Private Placement and the issuance of the Securities) are advisable and fair to and in the best interests of, the shareholders of the Company; (ii) directed that each of
the following items (the “Proposals”) be submitted to the Company’s shareholders for approval (collectively, the “Shareholder Approvals”): (A) the amendment of the Articles of Incorporation to increase the
number of authorized shares of Common Stock and to authorize the Nonvoting Common Stock, as substantially set forth in Schedule V (the “Capital Amendment”), (B) the issuance of the shares of Common Stock and
Nonvoting Common Stock upon conversion of the Preferred Stock, (C) the amendment to the 2008 Amendment and Restatement of the Jacksonville Bancorp, Inc. 2006 Stock Incentive Plan (the “Stock Incentive Plan”) as substantially
set forth in Schedule VI (the “Incentive Plan Amendment”) to increase the number of shares authorized thereunder to a number of shares of Common Stock equal to up to 7.0% of the shares of Common Stock and Nonvoting Common
Stock issuable upon conversion of the Preferred Stock, in order to provide for, among other things, all equity awards to Stephen C. Green and Margaret A. Incandela not to exceed, in the aggregate, 3.50% of the shares of Common Stock and Nonvoting
Common Stock issuable upon conversion of the Preferred Stock, and (D) an amendment to the Articles of Incorporation to effect, following the Closing, a reverse stock split of the outstanding shares of the Company’s common stock at a ratio
of up to 1-for-20 (the “Reverse Stock Split”), with the exact ratio and timing as determined in the Board’s discretion; (iii) resolved to recommend that such shareholders approve each of the Proposals (such recommendation,
the “Company Board Recommendation”) and (iv) amended, with the approval of the sole holder of the outstanding shares of Series B Preferred Stock, the Articles of Designation establishing the Series B Preferred Stock to
eliminate any features inconsistent with it being “noncumulative” for regulatory capital purposes (the “Series B Preferred Stock Amendment”), in substantially the form attached as Schedule VII. After giving
effect to the Board actions described in this Section 2.03(b), no U.S. federal or state “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of
anti-takeover laws or regulations (such laws or regulations, “Takeover Laws”) are applicable to the execution, delivery 

  
 4 








 
or performance of this Agreement or the consummation of the Transaction (including the Private Placement and the issuance of the Securities). The Company has no shareholder rights plan, poison
pill or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. 
 Section 2.04. Governmental Authority Approvals; Shareholder Approval; No Violations. 
 (a) No consents, approvals, permits, orders, authorizations of, exemptions, reviews or waivers by, or notices, reports, filings, declarations or registrations to or with, any federal, state or local
court, governmental, legislative, judicial, administrative authority, Regulatory Authority, taxing authority, agency, commission, body or other governmental entity or self regulatory organization (each, a “Governmental Authority”)
or with any third party are required to be made or obtained by the Company, the Bank or any Subsidiary of either of them in connection with the execution, delivery and performance by the Company of this Agreement or the sale of the Purchased Shares,
the Conversion and the issuance of the Underlying Shares, or any other aspect of the Transaction, except for (i) the Shareholder Approvals, (ii) those already obtained or made, (iii) filings with the SEC or any securities or
“blue sky” authorities of any other applicable jurisdiction and (iv) filings of amendments to the Company’s Articles of Incorporation (including the Preferred Stock Designation and the Capital Amendment) with the Florida
Secretary of State. 
 (b) The only votes of the holders of outstanding securities of the Company required by the Articles of
Incorporation, the Company’s bylaws, Applicable Law, Nasdaq Listing Rule 5635, or otherwise, for the Shareholder Approvals for each of the Proposals are the respective affirmative votes set forth in the following table (in each case, the
“Requisite Shareholder Vote”): 
  

			
	 Action
	  	 Requisite Shareholder Vote

		
	Capital Amendment	  	Majority of outstanding shares of Common Stock
		
	Issuance of Shares of Common Stock and Nonvoting Common Stock	  	Majority of shares of Common Stock voted on Proposal
		
	Incentive Plan Amendment	  	Majority of shares of Common Stock voted on Proposal
		
	Reverse Stock Split	  	Majority of outstanding shares of Common Stock

 (c) The execution, delivery and performance of this Agreement by the Company does not, and (assuming the
Shareholder Approvals are obtained) the consummation by the Company of the Transaction (including the Private Placement, the filing of the Preferred Stock Designation and the Capital Amendment with the Florida Secretary of State, and the issuances
of the Securities) will not, (i) constitute or result in a breach or violation of, or a default under, the acceleration of any obligations or penalties or the creation of any indebtedness, Lien or exception to title of any kind on the assets of
the Company or any Subsidiaries (with or without notice, lapse of time, or both) pursuant to, or a debt repayment trigger under, agreements 

  
 5 








 
to which the Company or any Subsidiary or any of their respective properties is a party or is subject or bound, or any Applicable Law or Nasdaq listing rule to which the Company or any Subsidiary
or any of their respective properties is subject; except for any breach, violation, default, acceleration or debt repayment trigger that, individually or in the aggregate, has not or is not reasonably likely to have a Material Adverse Effect; or
(ii) constitute or result in a breach or violation of, or a default under, the Articles of Incorporation or the bylaws of the Company or the organizational documents of any Subsidiary, in each case, effective as of the Closing Date. 

Section 2.05. Company Capital Stock; Purchased Shares. (a) As of September 30, 2012, the authorized capital stock
of the Company consists solely of 40,000,000 shares of Common Stock, of which 5,890,880 shares are issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which 10,000 shares have been designated as Series B
Preferred Stock, of which 5,000 shares are issued and outstanding. As of the date hereof, there are outstanding options on 168,500 shares of Common Stock, at an average exercise price of $12.75 per share. Other than 4,418 shares of restricted Common
Stock (“Restricted Stock”) that are currently outstanding and not vested, there are no other equity incentives or awards of any kind or type issued or outstanding and no shares of Common Stock reserved therefor. The outstanding
shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, were not issued in violation of any preemptive rights, and except for preemptive rights held by CapGen and other investors (the “Initial
Preemptive Rights”) pursuant to Stock Purchase Agreement, dated as of May 10, 2010, by and among the Company, CapGen, and the respective other investors (the “Initial Investors”) named therein (the “Initial
Investment Agreement”), all of which have been waived or exercised, no holders of Company Common Stock have any preemptive or similar rights. No options, rights or warrants have been granted with respect to shares of Common Stock since
January 9, 2012. Section 2.05 of the Company’s disclosure schedule (the “Disclosure Schedule”) shows all outstanding options and shares of Restricted Stock outstanding on September 30, 2012, as well as those to
be granted to Stephen C. Green and Margaret A. Incandela pursuant to their respective employment agreements, subject to possible change, in whole or in part, of Restricted Stock awards to stock options and possibly to reflect the issuance hereby of
Common Stock and Nonvoting Common Stock. 
 (b) The issuance of the Purchased Shares and the Underlying Shares have been duly
authorized by all necessary corporate action on the part of the Company subject, in the case of the issuance of the Underlying Shares, to the receipt of the Requisite Shareholder Vote, and, when issued and delivered as provided in this Agreement,
the Preferred Stock Designation and the Capital Amendment, all Purchased Shares and Underlying Shares will be duly and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive rights except those
preemptive rights granted to Investors hereby, which are applicable from and after the issuance of the Purchased Shares. Except with respect to the issuance of the Securities pursuant to this Agreement or as disclosed in Section 2.05(a) above,
and with respect to (i) the equity incentive award to be granted to Stephen C. Green as contemplated by his executive employment agreement dated July 30, 2012 with the Company and the Bank (collectively, with any amendments, the
“Green Employment Agreement”), subject to the conditions set forth therein and subject to possible changes of awards of Restricted Stock to stock options, in whole or in part, (ii) the equity incentive to be granted to Margaret
A. Incandela as contemplated by her executive employment agreement dated September 5, 2012 with the Company and the Bank (collectively, with any amendments, the “Incandela 

  
 6 








 
Employment Agreement”), subject to the conditions set forth therein, (iii) the Exchange Agreement, (iv) subscriptions by Company directors and executive officers and
certain accredited investors to purchase shares of Preferred Stock at Closing at the Share Price payable in cash or the conversion of an equal amount of preexisting Company senior debt held by certain Company directors (or their affiliates), and
(v) the Rights Offering (as defined below), neither the Company nor any Subsidiary has and is bound by any outstanding subscriptions, options, warrants, calls, commitments, agreements, understandings, arrangements, whether or not binding, of
any character calling for the purchase or issuance of, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company or any Subsidiary or any securities representing the right to purchase or otherwise
receive any shares of capital stock of the Company or any Subsidiary. There are no outstanding securities or instruments of the Company which contain any mandatory redemption or similar provisions (except for outstanding trust preferred securities,
where no redemption provisions are currently applicable), and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company. There are no securities, instruments
or agreements containing anti-dilution adjustment or similar provisions that will be triggered by the issuance of the Purchased Shares or the Underlying Shares, other than the Initial Preemptive Rights. 

Section 2.06. Company Reports; Financial Statements, Etc. (a) Except as set forth on Section 2.06(a) of the
Disclosure Schedule, the Company and each Subsidiary has filed or furnished, as applicable, on a timely basis, all forms, filings, registrations, submissions, statements, certifications, reports and documents (together with any amendment filed or
furnished prior to the date hereof, the “Company Reports”) required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act, and all call reports (“Call Reports”) to be filed with
the FDIC since December 31, 2008. Each of the Company Reports to the SEC, at the time of its filing or being furnished (or, if amended, as of the date of the filing or furnishing of such amendment), complied as to form in all material respects
with the applicable requirements of the Securities Act and the Exchange Act applicable to the Company Reports, and all Call Reports filed complied in all material respects with the Federal Financial Institution Examination Council
(“FFIEC”) Call Report instructions and requirements. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did 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 made therein, in light of the circumstances in which they were made, not misleading. 
 (b) The Company’s consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports: (i) were prepared in accordance with GAAP applied on a
consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required
under the rules of the SEC to be in compliance with GAAP); and (ii) complied, as of their respective filing dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC
with respect thereto. All consolidated financial statements fairly present, in all material respects, the consolidated financial position, consolidated results of operations, consolidated changes in shareholder equity and consolidated cash flows of
the Company and its consolidated Subsidiaries as of the respective dates thereof and for the 

  
 7 








 
respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments that were not and that are not expected to be, individually or in the aggregate,
material to the Company and its consolidated Subsidiaries taken as a whole). All annual consolidated financial statements of the Company have been audited by independent registered public accounting firms. The Bank’s consolidated financial
statements (including, in each case, any notes and schedules thereto) contained in the Call Reports: (i) were prepared in accordance with FFIEC instructions applied on a consistent basis throughout the periods indicated; and (ii) complied,
as of their respective filing dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the FFIEC and FDIC with respect thereto. Such consolidated financial statements fairly present, in
all material respects, the consolidated financial position, consolidated results of operations, consolidated changes in shareholder equity and consolidated cash flows of the Bank and its consolidated Subsidiaries as of the respective dates thereof
and for the respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments that were not and that are not expected to be, individually or in the aggregate, material to the Bank and its consolidated
Subsidiaries taken as a whole). 
 (c) As of the date hereof, the Company is in compliance in all material respects with the
applicable listing and corporate governance rules and regulations of the Nasdaq Global Market, its successor or other stock exchange upon which any Company securities are listed, except as disclosed in Section 2.06(c) to the Company
Disclosure Schedule, and except for the fact that Nasdaq has notified the Company, by letter dated July 26, 2012, that the Company had failed to meet the minimum Market Value of Publicly Held Shares required for continued listing on the Nasdaq
Global Market, for which the Company has 180 days to cure. 
 (d) The Company maintains internal control over financial
reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on its financial statements. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act or otherwise is recorded, processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. 

  
 8 








 (e) The Company has disclosed, based on the most recent evaluation of its chief executive
officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Board, (i) any significant deficiencies and material weaknesses in the design or operation of its internal control
over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Board any
material weaknesses in internal control over financial reporting; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial
reporting. Since December 31, 2008, no material complaints, allegation, assertion or claim, whether written or oral from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees
regarding questionable accounting or auditing matters, have been received by the Company. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a violation of
securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the
Board or the Board pursuant to the rules adopted pursuant to Section 307 of the Sarbanes-Oxley Act of 2002. 
 (f)
There is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings, which is not so
disclosed. 
 Section 2.07. Compliance with Applicable Laws; Regulatory Filings; Permits. (a) Neither the
Company nor its Subsidiaries is in violation of, and has not violated or been charged with a violation of, any Applicable Law, except for the matters covered by the Enforcement Actions (as defined below) and such violations as have not had and are
not reasonably likely to have a Material Adverse Effect. In 2008, the Bank became subject to a Memorandum of Understanding, by and among the Bank, the Federal Deposit Insurance Corporation (“FDIC”) and the Florida Office of
Financial Regulation (the “Florida OFR”) or their delegees, which was replaced by the Memorandum of Understanding sent to the Bank by letter dated July 13, 2012 (the “2012 MOU”), and the Company is subject to
the resolutions adopted by the Company’s board of directors on October 28, 2008 (the “Federal Reserve Resolutions”) at the request of the Board of Governors of Federal Reserve System or its delegee (the “Federal
Reserve”). Herein, the 2012 MOU and the Federal Reserve Resolutions are collectively called the “Enforcement Actions.” Except for the fact that, as of the date hereof, the Company and the Bank do not meet their minimum
capital requirements, and except as otherwise described in Section 2.07 of the Disclosure Schedule, the Company and the Bank are in compliance in all respects with the Enforcement Actions, and have received no notice from the FDIC, the Florida
Division or the Federal Reserve of any breach of or noncompliance with the Enforcement Actions. 
 (b) The Company and its
Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto (the “Regulatory Reports”), that they were required to file since December 31, 2008 with the
Federal Reserve, the FDIC and the Florida OFR (each a “Regulatory Authority”) and any other Governmental Authority having jurisdiction over its business or any of its assets or properties, and have timely paid all fees and
assessments due and payable in connection therewith. As of 

  
 9 








 
their respective dates, such reports and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were
filed. As of their respective dates (or, if amended, as of the date of such amendment), the Regulatory Reports did 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 made therein, in light of the circumstances in which they were made, not misleading. 
 (c) The Company and
the Subsidiaries hold all material registrations, licenses, permits and franchises (“Permits”) as are required to conduct their respective businesses as now conducted (including any insurance or securities activities), and all such
licenses, permits and franchises are valid and in full force and effect. No suspension or cancellation of any such Permits has been initiated or threatened, and all filings, applications and registrations with respect thereto are current.

 (d) The Company and the Subsidiaries are in compliance with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and Applicable Laws and rules and policies of applicable Regulatory Authorities with respect to (i) any bank-owned life insurance (“BOLI”) or similar insurance, regardless of where the
insurance is held, and (ii) all stock options, equity awards or incentives, employment and severance agreements, arrangements and understandings. Except as disclosed in Section 2.07 of the Company Disclosure Schedule, all BOLI complies
with all Governmental Authority guidelines and policies. 
 (e) The operations of the Company and Subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, the USA Patriot Act, the money laundering
statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering
Laws”) and no investigation, inquiry, action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company, threatened, except, in each case, as is disclosed in Section 2.07(e) of the Disclosure Schedule. No investigation, suit or proceeding disclosed in Section 2.07(e) of the Disclosure Schedule would reasonably be
expected to have a Material Adverse Effect. 
 (f) The Company and its Subsidiaries have conducted their operations at all times
in compliance with the rules and regulations of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). Neither the Company nor Subsidiary nor, to the knowledge of the Company, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by OFAC or is not in compliance in all material respects with all OFAC requirements; and the Company will not directly or indirectly use
the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC. 

  
 10 









 (g) Neither the Company nor any of its Subsidiaries, nor any of their respective directors,
officers, nor to the Company’s knowledge, employees, agents or other persons acting at the direction of or on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company:
(a) directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic political activity; (b) made any direct or indirect unlawful payments to any
foreign or domestic governmental officials or employees or to any foreign or domestic political parties or campaigns from corporate funds; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (d) made any
other unlawful bribe, rebate, payoff, influence payment, kickback or other material unlawful payment to any foreign or domestic government official or employee. 
 (h) The Company has no knowledge of any facts and circumstances, and has no reason to believe that any facts or circumstances exist, that would cause any of its Subsidiary banking institutions:
(i) to be assigned a CRA rating by federal or state banking regulators lower than “satisfactory”; or (ii) to be deemed to be operating in violation, in any material respect, of the Money Laundering Laws. 

Section 2.08. No Undisclosed Liabilities. Neither the Company nor the Subsidiaries have any liabilities of any nature,
whether accrued, absolute, matured or unmatured, contingent or otherwise, and whether due or to become due, probable of assertion or not, except liabilities that (a) were incurred in the ordinary course of business, or (b) are properly
reflected in the Company’s most recent consolidated financial statements contained in the Company Reports and the Regulatory Reports to the extent required to be so reflected or reserved against in accordance with GAAP or requirements of the
Governmental Authorities. 
 Section 2.09. Absence of Certain Changes. Since December 31, 2011, (a) the
Company and Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice; and (b) no event or events have occurred that have had or would be reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect, except for such changes as are contemplated herein and disclosed in Section 2.09 of the Disclosure Schedule. 

Section 2.10. Tax Matters. (a) For purposes of this Section 2.10, the following definitions shall apply:

 (i) The term “Group” means, individually and collectively, (A) the Company; (B) the Bank;
(C) the affiliated group as defined in Section 1504(a) of the Code of which the Bank is or has been a member at any time; and (D) any individual, trust, corporation, partnership, limited liability company or any other entity as to
which the Company or the Bank is liable for Taxes incurred by such individual or entity either as a transferee, or pursuant to Treasury Regulations Section 1.1502-6, or pursuant to any other provision of federal, territorial, state, local or
foreign law or regulations, including as part of a combined or unitary group. 
 (ii) The term “Taxes” means
all taxes, however denominated, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any Governmental Authority, including all income or profits taxes (including federal


  
 11 









 
income taxes and state income taxes), alternative or add-on minimum taxes, estimated taxes, payroll and employee withholding taxes, back-up withholding and other withholding taxes, unemployment
insurance, social security taxes, sales and use taxes, value added taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, document transfer taxes, workers’ compensation and Pension Benefit Guaranty Corporation premiums, self dealing or prohibited transactions taxes, customs, duties, capital stock and intangibles taxes, and other obligations of the same or
of a similar nature to any of the foregoing, which the Group is required to pay, withhold or collect, whether disputed or not. 

(iii) The term “Returns” means all reports, estimates, declarations of estimated Taxes, claims for refunds, information
statements and returns required to be prepared or filed in connection with, any Taxes, employee agreement or Plan, including any schedule or attachment thereto, and including any amendment thereof. 

(b) All Returns required to be filed by or on behalf of any members of the Group prior to the Closing Date have been, or will be, duly
filed on a timely basis, subject to any applicable extensions. Such Returns are true, correct and complete. All Taxes owed by any members of the Group (whether or not shown on any Return) have been paid in full on a timely basis, and no other Taxes
are owing or payable by the Group with respect to items or periods covered by such Returns or with respect to any taxable period ending on or before the date of this representation and warranty for which a Return was due prior to such date. No claim
has ever been made by any Governmental Authority for any jurisdiction in which any member of the Group does not file Returns that it is or may be subject to taxation by that jurisdiction. No security interests, liens, encumbrances, attachments or
similar interests exist on or with respect to any of the assets of the Group that arose in connection with any failure or alleged failure to pay any Taxes. Each member of the Group has withheld and paid all Taxes required to have been withheld and
paid in connection with amounts paid or owing to any and all officers, directors, employees and agents (including any independent contractor, foreign person or other third person) in compliance with all tax withholding provisions of applicable
federal, state, local and foreign law (including income, social security, employment tax withholding, and withholding under Sections 1441 through 1446 of the Code). The Bank has timely complied with all requirements under Applicable Laws relating to
information, reporting and withholding and other similar matters for customer and other accounts (including back-up withholding and furnishing of Forms 1099 and all similar reports). 

(c) The amount of the Group’s liability for unpaid Taxes for all periods ending on or before the last day of the month before the
Closing Date (including accruals for any exposure item) shall not, in the aggregate, exceed the amount of the liability accruals for Taxes, as such accruals are reflected on the Group’s most recent consolidated balance sheet contained in the
Company Reports. All such accruals are, or will be, recorded in accordance with GAAP. 
 (d) The Company has made and caused the
Bank or any other member of the Group to make available to the Investor true, correct and complete copies of all federal and state income tax Returns for all periods that are open for federal and state tax purposes and all other Returns, including
income tax audit reports, statements of income or gross receipts tax, franchise tax, sales tax and transfer tax, deficiencies, and closing or other agreements relating to income or 

  
 12 









 
gross receipts tax, franchise tax, sales tax and transfer tax received by the Group or on behalf of the Group, as well as draft Returns for the Group for all Taxes for all periods ending on or
before the Closing Date. 
 (e) (i) No deficiencies have been asserted with respect to Taxes of the Group or any members of the
Group that remain unpaid; (ii) none of the Group or any of its members is a party to any action or proceeding for assessment or collection of Taxes, and no such action or proceeding has been asserted or threatened against the Group, any member
of the Group or any of their respective assets; and (iii) no waiver or extension of any statute of limitations is in effect with respect to any Taxes or Returns of the Group or any member of the Group. The Returns of the Group and any of its
members for all tax years for which the statute of limitations has not expired have never been audited by a Governmental Authority, nor is any such audit in process, pending or, to the knowledge of the Company, threatened. Neither the Company nor
any director or officer (or employee responsible for Tax matters) of any other member of the Group is aware of any facts or circumstances that, if known by any Governmental Authority would be reasonably likely to cause the Governmental Authority to
assess any additional Taxes for any period for which Returns have been filed. 
 (f) No member of the Group has (i) been or
shall be required to include any adjustment in taxable income for any Tax period (or portion thereof) ending after the Closing in accordance with Section 481 of the Code or any comparable provision under state or foreign Tax laws as a result of
transactions or events occurring prior to the Closing; (ii) filed any disclosure under Section 6662 of the Code or comparable provisions of state, local or foreign Law to prevent the imposition of penalties with respect to any Tax
reporting position taken on any Tax Return; (iii) engaged in a “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4(b); (iv) ever been a member of a consolidated, combined, unitary or aggregate group
of which the Company or the Bank was not the ultimate parent company; (v) been the “distributing corporation” or the “controlled corporation” (in each case, within the meaning of Section 355(a)(1) of the Code) with
respect to a transaction described in Section 355 of the Code (A) within the two-year period ending as of the date of this Agreement, or (B) in a distribution that would otherwise constitute part of a “plan” or “series
of related transactions” (within the meaning of Section 355(e) of the Code); (vi) incurred any actual or potential liability under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, state,
local or foreign Law), as a transferee or successor, as a result of any contractual obligation, or otherwise for any Taxes of any person other than the Company or the Bank; or (vii) ever been a “United States real property holding
corporation” within the meaning of Section 897 of the Code. 
 (g) No member of the Group shall be required to include
any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any: (i) installment sale or other open transaction disposition made on or prior
to the Closing Date; (ii) prepaid amount received on or prior to the Closing Date; (iii) a closing agreement described in Section 7121 of the Code or any corresponding provision of state of foreign Tax Law executed on or prior to the
Closing Date; or (iv) any change in method of accounting for a taxable period or portion thereof ending on or before the Closing Date. 
 (h) There has been no “ownership change,” as defined in Section 382 of the Code, with respect to any member of the Group. 

  
 13 









 Section 2.11. Transactions with Affiliates. Except as disclosed in the Company
Reports, since November 16, 2010 and as contemplated by this Agreement, no current or former officer, director or employee of the Company or the Subsidiaries, any of their respective family members, any other corporation or organization of
which any of the foregoing persons is an officer, director or beneficial owner of 10% or more of any class of its equity securities, or any trust or other estate in which any of the foregoing persons has a substantial beneficial interest or as to
which such person serves as a trustee or in a similar capacity, nor any current or former affiliate of the Company or the Subsidiaries: 
 (a) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of the Bank or in any transaction or series of similar transactions to which
the Bank is a party; 
 (b) is indebted to the Company or the Subsidiaries, except as set forth in Section 2.11(b) of the
Disclosure Schedule and except for normal business expense advances and for loans and extension of credit (i) made in the ordinary course of the Bank’s business, (ii) on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable loans with unrelated persons, (iii) that did not involve more than the normal risk of collectability or present other unfavorable features, and (iv) which are not disclosed as
nonaccrual, past due, restructured or potential problems in the Company’s filings with any Governmental Authority; 
 (c)
holds indebtedness of the Company or any of the Subsidiaries, except for deposit obligations owed by the Bank, and amounts due under normal salary or reimbursement or ordinary business expenses, except as shown in Section 2.11(c) of the
Disclosure Schedule (and, in such event, unless further noted in Section 2.11(c) of the Disclosure Schedule, each such person to whom the Company or any Subsidiary is indebted has fully performed and is not in default or in breach of such
person’s agreements to extend credit to the Company or any Subsidiary and each such person has not refused or indicated such person’s intent not to perform under such agreements); 

(d) is a party to a material agreement as described in Section 2.14 with the Company or the Subsidiaries other than
agreements related to employment or service as a director, except as expressly provided for by this Agreement or as described in Section 2.11(d) of the Disclosure Schedule; and 

(e) has any other relationship or has engaged or engages in any other transaction or series of similar transactions that would be
required to be disclosed pursuant to Item 404 of SEC Regulation S-K, except as shown in Section 2.11(e) of the Disclosure Schedule. 

All of the transactions referred to in this Section 2.11 are transactions that were entered into in the ordinary course of business on an
arm’s-length business pursuant to normal business terms and conditions. Further, in the case of loans and extensions of credit by the Company or any of its Subsidiaries to any such person, all such loans and extensions of credit also had the
same 

  
 14 









 
terms, including interest rates and collateral, as those prevailing at the time for comparable loans to persons unrelated to the lender, and did not involve more than the normal risk of
collectability or other unfavorable features. 
 Section 2.12. Loans. (a) With respect to each outstanding
loan, lease or other extension of credit or commitments to extend credit by the Bank: (i) the Bank has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued;
(ii) all documents and agreements necessary for the Bank to enforce such loan, lease or other extension of credit are in existence and in the Bank’s possession; (iii) no claims, counterclaims, set-off rights or other rights have been
asserted against the Bank, nor, to the knowledge of the Company, do the grounds for any such claim, counterclaim, set-off rights or other rights exist, with respect to any such loans, leases or other extensions of credit which could impair the
collectability thereof; and (iv) each such loan, lease and extension of credit has been, in all material respects, originated and serviced in accordance with the Bank’s then-applicable underwriting guidelines and policies, the terms of the
relevant credit documents and agreements and Applicable Law, including Federal Reserve Regulations O and W, and applicable limits on loans to one borrower under Applicable Law. 

(b) There are no loans, leases, other extensions of credit or commitments to extend credit of the Bank that have been or should have been
classified by the Bank or its regulatory examiners, auditors or other credit examination personnel as “watch,” “other assets (or loans) especially mentioned,” “substandard,” “doubtful,” “classified,”
“criticized,” “loss” or any comparable classification, which have not been so classified. 
 (c) Except as
disclosed in the Company Reports, there are no loans or extensions of credit owed to the Bank as to which any payment of principal, interest or any other amount is 90 days or more past due. 

(d) The allowances for possible loan and lease losses shown on the financial statements included in any Company Report were, on the
respective filing dates, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, as applicable, and in each case consistently applied, to provide for possible loan and lease losses as of such filing
date, and were in accordance with the safety and soundness standards administered by, and the practices, procedures, requests and requirements of, the applicable Regulatory Authority. 

Section 2.13. Other Activities of the Company and the Bank. Except as may be described in Section 2.13 of the Disclosure
Schedule, neither the Company nor the Bank, nor any officer, director or employee of the Company or the Bank acting in an agency capacity on behalf of the Company or Bank, is authorized to engage in or conduct, and does not engage in or conduct, any
securities sales, underwriting, brokerage, management or dealing activities, whether as principal or agent, either directly or under contractual or other arrangements with third parties. The Bank does not engage in any trust or custodial activities.

 Section 2.14. Material Agreements; No Defaults. There are no material breaches, violations, defaults, or events
that have occurred, that with notice, the lapse of time and/or the occurrence of any other event would constitute a default, or allegations or assertions of any of 

  
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the foregoing by the Company or the Subsidiaries, as the case may be, or, to the knowledge of the Company, any other party, with respect to any contract or agreement to which the Company or any
of its Subsidiaries is a party that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K and that is to be performed in whole or in part after the date of this Agreement, and each such contract or agreement
has been filed as an exhibit to the Company’s SEC filings pursuant to Item 601 of Regulation S-K. 

Section 2.15. Company Benefit Plans. (a) For purposes of this Agreement, “Benefit Plan” means all
employee welfare benefit plans within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), all employee pension benefit plans within the meaning of Section 3(2) of
ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care
benefits or benefits in the event of sickness, accident, disability, death or unemployment, and all other employee benefit agreements or arrangements, including, but not limited to, all bonus, incentive, deferred compensation, vacation, stock
purchase, stock option, stock award, severance, employment, change of control, golden-parachute, consulting, dependent care, cafeteria, employee assistance, scholarship, or fringe benefit or similar plans, programs, agreements or policies, in each
case sponsored or maintained by the Company or each person that, together with the Company, would be treated as a single employer under Section 414 of the Code (such person, an “ERISA Affiliate”) or to which the Company or an
ERISA Affiliate contributes on behalf of its employees, in all cases whether written, unwritten or otherwise, funded or unfunded, and whether or not ERISA is applicable to such plan, program, agreement or policy. 

(b) With respect to each Benefit Plan, the Company and each ERISA Affiliate, as well as each Benefit Plan, have complied, and are in
compliance with all provisions of ERISA, the Code and all laws and regulations applicable to such Benefit Plan, including the Pension Protection Act of 2006. Each Benefit Plan has been administered in accordance with its terms and all laws and
regulations applicable to such Benefit Plan, including ERISA and the Code. Each Benefit Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination or opinion letter as to its qualified status under the
Code, or application for such letter will be timely filed, or if the Benefit Plan intended to be qualified under Section 401(a) of the Code is maintained pursuant to a prototype or “volume submitter” plan document, the sponsor of the
prototype or volume submitter document has obtained from the National Office of the Internal Revenue Service an opinion or notification letter stating that the form of the prototype or volume submitter document is acceptable for the establishment of
a qualified retirement plan under Section 401(a) of the Code. 
 (c) Except for liabilities fully reserved for or
identified in the financial statements contained in the Company Reports, (i) no claim has been made, or to the knowledge of the Company threatened, against the Company or any ERISA Affiliate related to the employment and compensation of
employees or any Benefit Plan, including any claim related to the purchase of employer securities or to expenses paid under any defined contribution pension plan; and (ii) no event has occurred, and there exists no condition or set of
circumstances, which could reasonably be expected to subject the Company or any Subsidiary to any liability under the terms of, or with respect to, any Benefit Plan or under ERISA, the Code or any other Applicable Law. 

  
 16 









 (d) Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored,
participated in, or contributed to, any (i) Benefit Plan that is or was subject to Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA);
(iii) “multiple employer plan” within the meaning of Section 4001(a)(3) of ERISA or subject to Section 413(c) of the Code; or (iv) “welfare benefit fund” within the meaning of Section 419 of the
Code. 
 (e) Other than (i) the award of Restricted Stock contemplated by the Green Employment Agreement, subject to the
conditions set forth therein, and which may be changed, in whole or in part, from Restricted Stock to stock options, and (ii) the equity incentive contemplated by the Incandela Employment Agreement, subject to the conditions set forth therein,
neither the execution and delivery of this Agreement, nor the consummation of the Transaction (including the Private Placement and the issuance of the Securities) will (i) result in any payment (including severance, unemployment compensation,
“excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Subsidiary from the
Company or any ERISA Affiliate under any Benefit Plan or otherwise; (ii) increase any benefits otherwise payable under any Benefit Plan; (iii) result in any acceleration of the time of payment or vesting of any such benefits;
(iv) require the funding or increase in the funding of any such benefits; or (v) result in any limitation on the right of the Company or any ERISA Affiliate to amend, merge, terminate or receive a reversion of assets from any Benefit Plan
or related trust; and 
 (f) Neither the Company nor any ERISA Affiliate has taken, or permitted to be taken, any action that
required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any ERISA Affiliate to amend, merge, terminate or receive a
reversion of assets from any Benefit Plan or related trust. 
 Section 2.16. Environmental Matters. (a) For
purposes of this Section 2.16, (i) “Environmental Law” means any federal, state, local or foreign statute, law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating
to: (A) the protection, investigation or restoration of the environment, health, safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor,
indoor air, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance; and (ii) “Hazardous Substance” means any substance that is:
(A) listed, classified or regulated pursuant to any Environmental Law, (B) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon, and
(C) any other substance which may be the subject of regulatory action by any Government Entity in connection with any Environmental Law. 
 (b) Except as, individually or in the aggregate, has not had or would not be reasonably expected to have a Material Adverse Effect, the Company and the Subsidiaries are in


  
 17 









 
compliance with all applicable Environmental Laws and, to the knowledge of the Company, (i) no real property currently or formerly owned or operated by the Company or any of its subsidiaries
is or has been contaminated with any Hazardous Substance at any time; (ii) neither the Company nor any of its subsidiaries could be deemed the owner or operator under any Environmental Law of any property which is or has been contaminated with
any Hazardous Substance; and (iii) no Hazardous Substance has been transported from any of the properties owned or operated by the Company or one of the Subsidiaries, other than as permitted under applicable Environmental Law. Since
December 31, 2008, neither the Company nor any of the Subsidiaries has received any written notice from any Governmental Authority or any third party indicating that the Company or any of the Subsidiaries is in violation of any Environmental
Law, other than with respect to any matter that has been resolved, and such violation, if any, would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. The Company and the Subsidiaries are not subject to
any court order, administrative order or decree or any indemnity or other agreement arising under or related to any Environmental Law. 
 Section 2.17. Labor Matters. No employees of the Company or any of the Subsidiaries are represented by any labor union, nor are any collective bargaining agreements otherwise in effect with
respect to such employees. No labor organization or group of employees of the Company or any of the Subsidiaries has made a pending demand for recognition or certification, 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 labor relations tribunal or authority. There are no organizing
activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving the Company or any of the Subsidiaries. The Company is in material
compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours. There are no disputes with any current or former officers,
directors or employees of the Company or its Subsidiaries. 
 Section 2.18. Insurance. The Company and each of the
Subsidiaries are presently insured, and since December 31, 2008 have been insured, for reasonable amounts with financially sound and reputable insurance companies against such risks as companies engaged in a similar business would, in
accordance with good business practice, customarily be insured. As of the date hereof, all such insurance policies are in full force and effect and no written notice of cancellation has been received. There is no existing material default by any
insured thereunder. The Company maintains directors’ and officers’ liability insurance (“D&O Insurance”) in the amount of $5 million and has provided each Investor a copy of, or access to, its policy of D&O
Insurance as part of Section 2.18 of the Disclosure Schedule. 
 Section 2.19. No Integration. Neither the
Company nor the Subsidiaries, nor any of their respective affiliates, nor any person acting on their behalf, has offered or issued any securities of the Company that would be integrated with the sale of the Securities for purposes of the Securities
Act, except for the sale by the Company to CapGen of 5,000 shares of Series B Preferred Stock and the Exchange of such shares pursuant to the Exchange Agreement, nor will the Company or the Subsidiaries or affiliates take any action or steps (and
neither have they taken any action or steps) that would require registration of any of the Securities under the 

  
 18 









 
Securities Act or cause the offering of the Securities to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the Investor contained in this
Agreement, the offer and sale of the Purchased Shares by the Company to the Investor pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. 

Section 2.20. No Change of Control. Except as set forth in Section 2.20 of the Disclosure Schedule, the Company shall
not, and neither the execution and delivery of this Agreement nor the Transaction (including the Private Placement and the Conversion) will, trigger any payment, termination, acceleration or vesting (to the extent not previously vested) of any
payment or other rights of any type under any “change of control” or similar provision in any agreements to which the Company, the Bank or any of the Subsidiaries is a party, including any equity awards (including stock options and
Restricted Stock), employment, “change in control,” severance or other compensatory agreements and any Benefit Plan, which results in payments to the counterparty, the acceleration or vesting of benefits or payments (including debt
repayments) (collectively, “Change of Control Benefits”). Notwithstanding anything to the contrary in the immediately previous sentence, no provision of the awards of an aggregate of 1,990 shares of Restricted Stock in 2011 to
employees (other than executive officers or directors) of the Company and the Bank shall constitute Change of Control Benefits. Section 2.20 of the Disclosure Schedule also lists each recipient of Restricted Stock in 2011 that has shares of
unvested Restricted Stock as of the date hereof, along with the number of such unvested Restricted Shares each such recipient holds as of the date hereof. The Company has provided true and complete copies of duly executed Waiver and Acknowledgment
Agreements substantially in the form of Schedule VIII from each of the Company’s and the Bank’s directors and executive officers, including Scott M. Hall, Valerie A. Kendall, Price W. Schwenck, Stephen C. Green and Margaret A.
Incandela, waiving all rights, if any, which he or she might otherwise have to any Change of Control Benefits as a result of this Agreement or the Transaction. 
 Section 2.21. Properties. (a) Except in any such case as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, the Company or one of the
Subsidiaries has good, valid and marketable title to all such real personal and mixed property owned by the Company, free and clear of any Liens, and there are no outstanding options to purchase or sell real property, except for dispositions of
other real estate owned (“OREO”) in the ordinary course or pursuant to the Company’s asset disposition plans. 
 (b) The Company has made available to the Investors copies of all material leases, subleases and other agreements under which the Company or any of the Subsidiaries uses or occupies or has the right to
use or occupy, now or in the future, any real, personal or mixed property (the “Leases”) (including all modifications, amendments, supplements, waivers and side letters thereto). Except as has not had and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Lease is valid, binding and in full force and effect; and (ii) to the knowledge of the Company, no termination event or condition or uncured default of
a material nature on the part of the Company or, if applicable, any of the Subsidiaries exists under any Lease. The Company and each of the Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and
clear of all Liens, except for Liens which do not interfere with the use or materially affect the value of the property subject to the Lease. Neither the Company nor any of the Subsidiaries has received written notice of any pending, and to the
knowledge of the Company there is no threatened, condemnation or similar proceeding with respect to any property leased pursuant to any of the real property leases. 
 (c) The Company and the Subsidiaries have good, valid and marketable title to their owned assets and properties, or in the case of assets and properties they lease, license, or have other rights in, good
and valid rights by lease, license or other agreement to use, all material assets and properties (in each case, tangible and intangible) necessary to permit the Company and the Subsidiaries to conduct their respective businesses as currently
conducted, except, in all cases, as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. 

  
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 Section 2.22. Computer and Technology Security. The Company and the Subsidiaries
have taken all reasonable steps to safeguard the information technology systems utilized in the operation of the business of the Company and the Subsidiaries consistent with the guidance of its Regulatory Authorities, including the implementation of
procedures to ensure that such information technology systems are free from any disabling codes or instructions, timer, copy protection device, clock, counter or other limiting design or routing and any “back door,” “time bomb,”
“Trojan horse,” “worm,” “drop dead device,” “virus,” or other software routines or hardware components that in each case permit unauthorized access or the unauthorized disablement or unauthorized erasure of
data or other software by a third party, and to date there have been no successful unauthorized intrusions or breaches of the security of the information technology systems. 
 Section 2.23. Data Privacy. The Company and the Subsidiaries’ respective businesses have complied with and, as presently conducted, are in compliance with, all Applicable Laws applicable
to data privacy, data security, or personal information, as well as industry standards applicable to the Company and the Subsidiaries. The Company and the Subsidiaries have complied with, and are presently in compliance with, its and their
respective policies applicable to data privacy, data security and personal information. Neither the Company nor any of the Subsidiaries has experienced any incident in which personal information or other sensitive data was or may have been stolen or
improperly accessed, and neither the Company nor any of the Subsidiaries is aware of any facts suggesting the likelihood of the foregoing, including any breach of security or receipt of any notices or complaints from any person regarding personal
information or other data. 
 Section 2.24. No Restrictive Covenants. There are no agreements to which the Company
or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties, assets, directors or officers are subject or bound which limits or purports to limit the freedom of the Company or any Subsidiary or any of
their respective directors or officers affiliates to compete in any material line of business or any geographic area to which the Company or any Subsidiary is a party or subject, except for employment, severance, equity awards and similar written
agreements between the Company and/or the Bank and their respective directors and officers disclosed in Section 2.24 of the Disclosure Schedule that, for the benefit of the Company and its Subsidiaries, restrict the activities of such
directors or officers. 
 Section 2.25. Litigation. Other than matters in the ordinary course of its banking
business and which have not had and which are not reasonably likely to have, individually or in 

  
 20 









 
the aggregate, a Material Adverse Effect, (a) except for the Enforcement Actions, no civil, criminal or administrative inquiry, litigation, claim, action, suit, hearing, arbitration,
investigation, inquiry, formal or informal enforcement action, civil money penalty or other proceeding before any Governmental Authority or arbitrator is pending or, to the actual knowledge of any of the executive officers of the Company, threatened
against the Company or any Subsidiary; (b) except for the Enforcement Actions, none of the Company nor any Subsidiaries are a party to, and none of the Company nor the Subsidiaries, nor any of their respective assets or businesses, are subject
to or the subject of, any existing, pending or threatened written agreement, stipulation, conditional approval, memorandum of understanding, notice of determination, judgment, supervisory agreement, order, written directive, actual or proposed civil
money penalty or restitution order, consent order or other agreement with or order of any Governmental Authority; and (c) there are no facts or circumstances that could result in any claims against, or obligations or liabilities of, the Company
or any Subsidiary, except with respect to (a), (b) and (c) for those that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. 

Section 2.26. [Intentionally Omitted.] 
 Section 2.27. No Brokers; etc. Neither the Company nor any Subsidiary nor any of their respective officers, directors, employees, agents or representatives has employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finders or similar fees in connection with the Transaction (including the Private Placement and the issuance of the Securities), except the Company has retained and will compensate
Sandler O’Neill and Partners, L.P., as its exclusive placement agent (“Placement Agent”), as disclosed in Section 2.27 of the Disclosure Schedule. 
 Section 2.28. Voting of Shares by Directors and Executive Officers. The Company’s directors and executive officers have agreed pursuant to the Support Agreement attached as
Schedule IX hereto (the “Support Agreement”) to vote all shares of Company Common Stock which they beneficially own in favor of approving the Proposals, and all other matters requiring a vote of the Company’s
shareholders in connection with the Transaction. The Company agrees that it shall enforce such agreements. 
 Section 2.29.
Risk Management Instruments. Except as has not had or would not reasonably be expected to have a Material Adverse Effect, all material derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the
Company’s own account, or for the account of one or more of the Company Subsidiaries, were entered into (1) only in the ordinary course of business, (2) in accordance with prudent practices and in all material respects with all
applicable laws, rules, regulations and regulatory policies and (3) with counterparties believed to be financially responsible at the time; and each of them constitutes the valid and legally binding obligation of the Company or one of its
Subsidiaries, enforceable in accordance with its terms. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in breach of any of its material obligations under any such agreement or
arrangement. 
 Section 2.30. Capitalization. As of June 30, 2012, the Bank had the capital ratios shown in its
Call Report as of such date. As of June 30, 2012, the Company and the Bank had less capital than the minimums required under Federal Reserve guidelines and the 2012 MOU, respectively. 

  
 21 









 Section 2.31. Investment Company. Neither the Company nor any of its
Subsidiaries is required to be registered as, and is not an affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. 
 Section 2.32. Price of Common Stock. The Company has not taken, and will not take, directly or
indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Purchased
Shares. 
 Section 2.33. Shell Company Status. The Company is not, and has never been, an issuer identified in SEC
Rule 144(i)(1). 
 Section 2.34. Reservation of Purchased Shares. The Company has reserved, and will continue to
reserve, free of any preemptive or similar rights of shareholders of the Company (other than the Initial Preemptive Rights that have not been waived or have not expired), a number of unissued shares of Preferred Stock, sufficient to issue and
deliver the Purchased Shares at Closing. 
 Section 2.35. No Substantially Similar Agreement. The Company has no
other agreements with any Investor to purchase Purchased Shares other than this Agreement. 
 Section 2.36.
Disclosure. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable law, rule or
regulation, requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed, except for the announcement of the Private Placement pursuant to Section 6.13, the announcement of the
Asset Sale and any other matter contemplated or provided herein. 
 ARTICLE III. 

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 
 Each Investor, for itself and for no other Investor, represents and warrants to the Company, severally and not jointly, as follows: 

Section 3.01. Organization. The Investor is duly organized and validly existing under the laws of the jurisdiction of its
organization. 
 Section 3.02. Bank Holding Company Status, etc. 

(a) Prior to Closing, CapGen will have obtained all necessary Federal Reserve approvals to own the Purchased Shares. 

(b) Except for CapGen, assuming the accuracy of the representations and warranties of the Company contained herein, no Investor, either
acting alone or together with any other person will, directly or indirectly, own, control or have the power to vote, after giving effect to the Conversion, 10% or more of the outstanding shares of the Company’s voting stock of any class or
series. Without limiting the foregoing, assuming the accuracy of the representations and warranties of the Company contained herein, each Investor (other than CapGen) represents and warrants that, together with any of its affiliates that are also
Investors, it does not and will not as a result of its purchase or holding of the Purchased Shares, Underlying Shares, or any other securities of the Company have “control” of the Company or the Bank, and has no present intention of
acquiring “control” of the Company or the Bank for purposes of the BHCA or the Change in Bank Control Act. 

  
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 Section 3.03. Authorization. This Agreement has been duly authorized, executed
and delivered by the Investor and constitutes the valid and binding agreement of the Investor enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. 

Section 3.04. Accredited Investor, etc. 
 (a) The Investor acknowledges that the Purchased Shares have not been registered under the Securities Act or under any state securities laws. The Investor (i) is acquiring the Purchased Shares
pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Purchased Shares to any person, (ii) will not sell or otherwise dispose of any of the Securities,
except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws and, if applicable, with respect to outstanding Purchased Shares and, following Conversion (as defined in
the Preferred Stock Designation), Underlying Shares, as required by the Federal Reserve, in Permitted Transfers (as defined below) or transfers to Affiliates of such Investor, (iii) is an Accredited Investor, and (iv) has such knowledge
and experience in financial and business matters and in investments of this type, including knowledge of the Company, that it is capable of evaluating the merits and risks of the Company and of its investment in the Securities and of making an
informed investment decision. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act or a person engaged in the business of being a broker-dealer. A “Permitted Transfer” means a transfer by any
Holder (as defined in the Preferred Stock Designation): (i) in a widespread public distribution; (ii) in which no transferee (or group of associated transferees) would receive two percent (2%) or more of any class of voting securities
of the Company; or (iii) to a transferee that would control more than fifty percent (50%) of the voting securities of the Company without any transfer from the Holder. 

(b) The Investor has, either alone or through its representatives: 

(i) consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the
extent it has deemed necessary in its sole discretion in connection with this Agreement and the Transactions; 

  
 23 









 (ii) had a reasonable opportunity to ask such questions as it has deemed necessary of, and
to receive answers from, the officers and representatives of the Company and the Bank concerning the Company’s and the Bank’s financial condition and results of operations, the business plan for the Company and the Bank, all employment
agreements and benefit plans and other contractual arrangements among the Company, the Bank and their respective management teams, the terms and conditions of the Transaction (including the Private Placement and the issuance of the Securities), its
regulatory situation and any additional relevant information that the Company possesses, and any such questions have been answered to its satisfaction; 
 (iii) had the opportunity to review and evaluate the following, among other things, in connection with its investment decision with respect to the Securities: (A) all publicly available records and
filings concerning the Company and the Bank, as well as all other documents, records, filings, reports, agreements and other materials provided by the Company regarding its and the Bank’s business, operations and financial condition sufficient
to enable it to evaluate its investment; (B) certain investor presentation materials (as these may be supplemented from time to time) that summarize this offering of Securities and the Transaction; and (C) this Agreement, the Registration
Rights Agreement and the exhibits, schedules and appendices attached hereto and thereto (collectively, the documents referred to in clauses (B) and (C), the “Private Placement Documents”); and 

(iv) made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed
necessary and not upon any view expressed by any other person, including any other Investor. The Investor has not relied upon any other Investor in making its decisions to purchase Securities, or to enter into this Agreement or participate in the
Transaction. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors or representatives, if any, shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained herein. The Investor understands that (i) its investment in the Securities is speculative and involves a high degree of risk and it is able to afford a complete loss of such investment, (ii) no
representation is being made as to the business or prospects of the Company or the Bank after completion of the Transaction or the future value of the Securities, and (iii) no representation is being made as to any projections or estimates
delivered to or made available to the Investors (or any of its affiliates or representatives) of the Company’s or the Bank’s future assets, liabilities, shareholders’ equity, regulatory capital ratios, net interest income, net income
or any component of any of the foregoing or any ratios derived therefrom. The Investor, either alone or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully
understand and be capable of evaluating the merits and risks of an investment in the Securities. 
 (c) The Investor
acknowledges that the information in the Private Placement Documents is as of the date thereof and may not contain all of the terms and conditions of the offering and sale of the Securities and the Transaction, and understands and acknowledges that
it is the Investor’s responsibility to conduct its own independent investigation and evaluation of the Company and the Subsidiaries, the Bank and the Transaction, including (i) the business prospects and future operations of the Company
after completion of the Transaction, if applicable, and (ii) the management team that will operate and manage the Company following 

  
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the completion of the Transaction. The Investor is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any person except for the express written
statements, representations and warranties of the Company made or contained in this Agreement and the other Private Placement Documents. Furthermore, the Investor acknowledges that: (A) the Investor has made, and has relied upon, its own
independent examination in purchasing the Purchased Shares, including of the Company and the Subsidiaries, the Bank, the Transaction and the management team of the Company that will continue to operate and manage the Company after the completion of
the Transaction; (B) nothing in this Agreement or any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Purchased Shares constitutes legal, tax or investment advice; and (C) the
Investor received or had access to all of the information the Investor deemed necessary in order to make its investment decision in the Securities. 
 (d) The Investor has read and understands the risk factors outlining certain, but not all, risks related to the Company, the Bank, and an investment in the Company set forth in (i) the Company’s
Form 10-K for the year ended December 31, 2011, (ii) each of the Company’s quarterly reports and other reports on SEC Form 10-Q or Form 8-K filed or furnished, as applicable, thereafter through the date hereof, and (iii) the
Private Placement Documents. 
 (e) The Investor understands that the Purchased Shares are being offered and sold to it by the
Company through the Placement Agent in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and the
Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to
acquire the Purchased Shares. 
 (f) The Investor is not purchasing the Purchased Shares as a result of any advertisement,
article, notice or other communication regarding the Purchased Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. 

(g) The Investor understands that (i) no representation is being made as to the business or prospects of the Company or the Bank
after the Closing or the future value of the Securities; and (ii) no representation is being made as to any projections or estimates delivered to or made available to the Investor (or any of its affiliates or representatives) of the
Company’s or the Bank’s future assets, liabilities, shareholders’ equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom. The Investor, either alone
or together with its representatives, if any, has the knowledge, sophistication and experience in financial and business matters as to fully understand and be capable of evaluating the merits and risks of an investment in the Securities and has the
ability to bear the economic risks of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. 
 (h) The Investor understands and agrees that the Securities are not deposits and are not insured or guaranteed by the FDIC or any other Governmental Authority. 

  
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 Section 3.05. Regulatory Approvals. The Investor has not been advised by any
applicable Regulatory Authority, and has no reasonable basis to believe, that any regulatory approvals required to consummate the Transaction will not be obtained. 
 Section 3.06. Sufficient Funds. The Investor at the Closing will have all funds necessary to pay and deliver the Purchase Price. 

Section 3.07. No Acting in Concert, etc. Other than with affiliates of the Investor who may also be Investors, the Investor
is not “acting in concert” with any other Investor for the purpose of acquiring “control” of the Company, in each case as those terms are defined for purposes of the Change in Bank Control Act and its implementing regulations.

 Section 3.08. No Prior Proxies. To the extent the Investor beneficially owns shares of Common Stock, the Investor
has not granted any proxies to a third party that currently are in effect, nor has the Investor granted voting rights that currently are in effect, with respect to such shares (other than, with respect to certain Investors, the irrevocable proxy
granted to the Company as provided in Section 6.04(c)). 
 ARTICLE IV. 

CONDITIONS TO THE OBLIGATIONS 
 OF THE INVESTORS 
 The obligations of each Investor to purchase and pay for
the Purchased Shares and to perform its obligations under this Agreement are subject to the satisfaction or waiver (other than a waiver of any condition set forth in Section 4.06) by the Investor, on or before such Closing Date, of the
following conditions: 
 Section 4.01. Representations and Warranties to be True and Correct. The representations
and warranties contained in Article 2 were true and correct in all material respects as of the date of this Agreement and are true and correct at and as of the Closing Date with the same effect as though such representations and
warranties had been made on and as of the Closing Date (except to the extent such representations and warranties are limited expressly to an earlier date, in which case such representations and warranties were accurate, on and as of such date), and
a duly authorized officer of the Company has certified such compliance to the Investor in writing on its behalf. Any officer’s certificate delivered by a duly authorized officer of the Company in connection with this Agreement shall be deemed a
representation and warranty by the Company hereunder. 
 Section 4.02. Performance. The Company has performed and
complied in all material respects with each of its obligations contained herein required to be performed or complied with by it prior to or at the Closing Date, and a duly authorized officer of the Company has certified such compliance to the
Investor in writing on its behalf. 
 Section 4.03. Preferred Stock Designation. The Company shall have duly filed
the Preferred Stock Designation, substantially in the form of Schedule I, as so amended, and filed the Series B Preferred Stock Amendment, substantially in the form of Schedule VII, with the Florida Secretary of State, and such
Preferred Stock Designation and Series B Preferred Stock Amendment shall be in full force and effect. 

  
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 Section 4.04. No Material Adverse Change. Since June 30, 2012, other than
the 2012 MOU, there has not been any event or occurrence that has had or is reasonably likely to have a Material Adverse Effect. 
 Section 4.05. Corporate Approvals; etc. All corporate approvals to be taken by the Company in connection with the Transaction (including the Private Placement and the issuance of the
Securities), other than the Shareholder Approvals, shall have been obtained and remain in full force and effect. The Company shall have received an opinion from Hovde Financial, Inc. or another investment banker (“Investment
Banker”) that the Conversion Price (as defined in the Preferred Stock Designation) is fair from a financial point of view. 
 Section 4.06. Change in Control Waivers. Each director and executive officer of the Company and the Bank, and each other employee of the Company or the Bank with Change of Control Benefits,
has executed and delivered to the Investors a Waiver and Acknowledgement Agreement substantially in the form of Schedule VIII, waiving all rights, if any, which he or she might otherwise have to any Change of Control Benefits as a result of
this Agreement or the Transaction. 
 Section 4.07. Regulatory Approvals. 

(a) Solely as a result of the consummation of the Private Placement, the purchase of the Securities (assuming the Conversion) shall not
cause any Investor, other than CapGen, to be deemed to own, control or have the power to vote securities which would represent 10% or more of the voting securities of the Company outstanding at such time. 

(b) CapGen has received all regulatory approvals necessary to complete the Transaction, including (A) the prior consent, approval,
authorization, clearance, exemption, waiver or similar act from the applicable Regulatory Authorities; (B) all notice and waiting periods required by law to pass have passed without adverse action; and (C) no orders or actions of any
Governmental Authority enjoining, restraining, prohibiting or invalidating the Transaction have been issued and remain in effect or are unstayed. 
 (c) Except as described in Section 2.07(a), no Regulatory Authority has (i) asserted a violation or noncompliance of any Enforcement Action; (ii) revoked or restricted any permits
held by the Company or any of the Subsidiaries; or (iii) issued, or required the Company or any of the Subsidiaries to consent to the issuance or adoption of, a cease and desist or consent order, formal or written agreement, directive,
commitment or memorandum of understanding, or any board resolution or similar undertaking, formal or informal, that, in the reasonable estimation of the Investor, restricts or materially affects the conduct of the business or future prospects of the
Company or such Subsidiary. 
 Section 4.08. Registration Rights Agreement. The Registration Rights Agreement has
been executed and delivered simultaneously with this Agreement, in substantially the form attached as Schedule X, and will be effective and in full force and effect upon the Closing. 

Section 4.09. Sales of Shares. At the Closing, the Company shall complete the sale and issuance to all Investors in the
aggregate amount of $50.0 million of Preferred Stock, including (i) $27.530 million to CapGen and CapGen Capital Advisors LLC (of which CapGen employees 

  
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will contribute $1.21 million), and $2.530 million to CapGen affiliates and their interests, and (ii) $865,000 to Company directors, executive officers and related persons (excluding
affiliates of CapGen), in the Private Placement, in each case at a Share Price of $1,000.00, in accordance with the terms of this Agreement and, as applicable, the Exchange Agreement, and subscription agreements with Company directors, executive
officers and related persons. Sales of shares of Preferred Stock to Company directors, executive officers and related persons will be made pursuant to subscription agreements for cash or in exchange for the cancelation of Company senior debt held by
such persons, all at the Share Price of $1,000.00. 
 Section 4.10. Opinions. The Investors shall have received an
opinion of counsel, dated as of the Closing Date and addressed to the Investors, in such form and substance as are customary for transactions of this type and as reasonably requested by the Investors. The Investors shall have received an opinion of
Crowe Horwath LLP dated as of or updated to the Closing Date and addressed to the Company, to the effect that the Transaction should not be an “ownership change” for purposes of Section 382 of the Code. 

Section 4.11. No Suspensions of Trading in Common Stock or Listing. The Common Stock issued in the Conversion and issued upon
conversion of the Nonvoting Common Stock (i) shall be designated for listing and quotation on the Nasdaq Global Market or the Nasdaq Capital Market and (ii) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from
trading on the Nasdaq Global Market or the Nasdaq Capital Market. 
 ARTICLE V. 

CONDITIONS TO THE OBLIGATIONS 
 OF THE COMPANY 
 The obligations of the Company to issue and sell the
Purchased Shares to the Investors and to perform its obligations under this Agreement are subject to the satisfaction or waiver by the Company, on or before such Closing Date, of the following conditions: 

Section 5.01. Representations and Warranties to be True and Correct. The several and not joint representations and warranties
of each Investor contained in Article 3 are true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made severally and not jointly by each Investor on and as of the Closing
Date. 
 Section 5.02. Performance. Each Investor has performed and complied in all material respects with all
agreements by it contained herein required to be performed or complied with by it prior to or at the Closing Date. 

Section 5.03. Investment Banking Opinion. The Company shall have received an opinion from the Investment Banker that the
Conversion Price (as defined in the Preferred Stock Designation) is fair from a financial point of view. 

  
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 ARTICLE VI. 
 COVENANTS 
 Section 6.01. Commercially Reasonable Best Efforts.
Each party and its officers and directors shall use their commercially reasonable best efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the Transaction as promptly as practicable. If
requested by an Investor, the Company shall provide the Investors and its counsel with copies of all applications, filings, notices to, and correspondence with all Governmental Authorities as well as Nasdaq in connection with the Transaction, all of
which shall be held, to the extent of information marked as “confidential” therein, confidential by the Investors. 

Section 6.02. Filings and Other Actions. 
 (a) Each Investor other than CapGen, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use their commercially reasonable best
efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, and to provide evidence of non-control of the Company and the Bank, including executing and delivering to the
applicable Governmental Authorities passivity commitments, disassociation commitments and commitments not to act in concert, with respect to the Company or the Bank (the “Commitments”) in the forms customary for transactions similar
to the Transactions (including the Private Placement and the issuance of the Securities) contemplated hereby, in each case, (i) necessary or advisable to consummate the Transactions contemplated by this Agreement, and to perform their
respective covenants herein and in the agreements attached as exhibits hereto and (ii) with respect to each Investor, to the extent typically provided by such Investor to such third parties or Governmental Authorities, as applicable, under such
Investor’s policies consistently applied and subject to such confidentiality requests as any such Investor may reasonably seek. CapGen shall agree to customary commitments required by the Federal Reserve in connection with any approvals
required in connection with CapGen’s investment. 
 (b) Each Investor, including CapGen, shall promptly file and effect all
necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals, determinations of non-control for BHC Act and Change in Bank Control Act purposes
(if necessary), and authorizations of, or any exemption by, all third parties and Governmental Authorities, and the expiration or termination of any applicable waiting period, in each case, (i) necessary or advisable to consummate the
Transactions contemplated by this Agreement, and to perform their respective covenants herein and in the agreements attached as exhibits hereto and (ii) with respect to each Investor, to the extent typically provided by such Investor to such
third parties or Governmental Authorities, as applicable, under such Investor’s policies consistently applied and subject to such confidentiality requests as any such Investor may reasonably seek. Notwithstanding anything to the contrary set
forth in Section 6.02(a), Section 6.02(c) or in the immediately preceding sentence, the Investor shall not be required to provide information on its investors solely in their capacities as limited, nonvoting partners or other similar
passive, nonvoting, noncontrolling equity investors, and shall be entitled to request confidential treatment from any Governmental Authority and not disclose to the Company any information that is confidential and proprietary to the Investor.


  
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 (c) Each party shall execute and deliver both before and after the Closing such further
certificates, agreements, documents and other instruments and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses
(i) and (ii) of Section 6.02(b). Each Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange
of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the
transactions to which it will be party contemplated by this Agreement; provided that (i) no Investor shall have the right to review any such information relating to another Investor and (ii) an Investor shall not be required to
disclose to the Company any information that is confidential and proprietary to such Investor. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 6.02. Each Investor shall promptly
furnish the Company, and the Company shall promptly furnish each Investor, to the extent permitted by applicable law, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any
Governmental Authority in respect of the transactions contemplated by this Agreement. 
 (d) Each Investor, on the one hand,
agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to each Investor, all information concerning itself, its Affiliates, directors, officers, general partners and managing members and such other
matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with the special shareholders’ meeting at which the Shareholder Approvals of the Proposals are sought (the “Shareholders’
Meeting”). 
 (e) To the extent the Company receives any confidential information under this Section 6.02,
the Company shall not, and shall cause its directors, officers, employees, representatives and agents not to, use, duplicate or disclose, in whole or in part, or permit the use, duplication or disclosure of, any of such information in any manner
whatsoever. The Company shall be responsible for any breach of this Section 6.02 by any of its directors, officers, employees, representatives and agents. All information furnished or disclosed pursuant to this Section 6.02
shall remain the sole property of the disclosing Investor. 
 Section 6.03. Corporate Approvals; Takeover Laws. The
Company shall obtain all corporate approvals necessary for this Agreement and the Transaction (including the Private Placement and the issuance of the Securities). The Company shall take all reasonable steps to exclude the applicability of, or to
assist in any challenge to the validity or applicability to the Transaction (including the Private Placement and the issuance of the Securities) of, any applicable Takeover Laws, if any. 

Section 6.04. Shareholder Approvals. 
 (a) As promptly as practicable following the date of this Agreement, the Company shall call the Shareholders’ Meeting for the purpose of obtaining the Shareholder Approvals for each of the Proposals
and shall use its commercially reasonable best efforts to cause such Shareholders’ Meeting to occur as promptly as reasonably practicable. The Proxy 

  
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Statement shall include the Company Board Recommendation and the Board (and all applicable committees thereof) shall use their commercially reasonable best efforts to obtain from the
Company’s shareholders the Shareholder Approvals for the Proposals as soon as practicable and not more than 50 days following the Closing Date. 
 (b) Each director and executive officer of the Company and the Bank shall have delivered, upon the execution hereof, a binding agreement in the form of Schedule IX to vote all their respective
shares of Common Stock in favor of the Proposals. 
 (c) Each Investor, including CapGen, but excluding any Investor advised by
Wellington Management Company, LLP (each, an “Excluded Shareholder”), shall vote (or cause to be voted) all of its shares of Common Stock it beneficially owns, as of the date hereof or hereafter acquired, in favor of each of the
Proposals, and hereby grants the Company an irrevocable proxy, coupled with an interest, to vote all of such shares in favor of the Proposals. Notwithstanding anything in this Agreement to the contrary, CapGen and each Investor (other than Excluded
Shareholders) acknowledges and agrees that this Section 6.04(c) shall include all of CapGen’s and such Investor’s shares of Common Stock (whether currently beneficially owned or hereafter acquired) and shall be binding upon any
person to which the legal or beneficial ownership of such shares shall pass, whether by operation of law or otherwise, including CapGen’s and each Investor’s (other than Excluded Shareholders) successors or assigns. The proxy granted by
this Section 6.04(c) shall be governed by the Florida Business Corporation Act. The obligations set forth in this Section 6.04(c) shall terminate upon the earlier of (i) receipt, by the Company, of all of the Shareholder
Approvals, or (ii) the date upon which this Agreement is terminated pursuant to Article VIII. 
 (d) If on the date
for which the Shareholders’ Meeting is scheduled (the “Original Meeting Date”), the Company has not received proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the
Investor shall have the right to require the Company, and the Company shall have the right, to postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 45 days after the Original Date. If the Company continues not to
receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or
adjournments of the Shareholders’ Meeting as long as the date of the Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this Section 6.04(d). If the
Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, including the need to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, any days resulting from such adjournment or
postponement shall not be included for purposes of the calculations of the number of days pursuant to this subsection. 

Section 6.05. Proxy Statement. As promptly as reasonably practicable after the date of this Agreement, (a) the Company
shall prepare and file with the SEC a letter to shareholders, notice of meeting, proxy statement and form of proxy that will be provided to shareholders of the Company in connection with seeking the Shareholder Approvals of the Proposals (including
any amendments or supplements) at the Shareholders’ Meeting and any schedules required to be filed with the SEC in connection therewith (collectively, the “Proxy Statement”) as required by the


  
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Exchange Act and the rules and regulations promulgated thereunder. None of the information supplied or to be supplied by the Company or the respective Investors expressly for inclusion or
incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC, on the date it is first mailed to the Company’s shareholders, or at the time of the Shareholders’ Meeting, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form
in all material respects with the requirements of the Exchange Act. Each of the Company and each Investor shall obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement. The Company shall
use its commercially reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement and (iii) seek to have the Proxy Statement declared definitive by
the SEC at the earliest reasonably practicable date. The Company shall promptly notify the Investors upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy
Statement (but not the substance of such comments or requests, except to the extent such comments or requests relate to information regarding the Investor). If, at any time prior to the Shareholders’ Meeting, any information relating to the
Company or such Investor, or any of their respective Affiliates, directors or officers should be discovered by the Company or any Investor, which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement
shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading,
the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed by the Company with the SEC and, to the extent required by Applicable Law,
disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff
with respect thereto, and to the extent it involves disclosure regarding any Investor, such Investor shall be provided upon request, insofar as it relates to such Investor, a reasonable opportunity to review and comment on such document or response
insofar as it relates to such Investor, and shall include in such document or response comments reasonably proposed by the Investors, as applicable. 
 Section 6.06. Registration Rights. The Company and the Investor shall execute and deliver upon the execution and delivery of this Agreement, the Registration Rights Agreement in substantially
the form attached as Schedule X, and the Registration Rights Agreement shall become effective as of the Closing. 

Section 6.07. Reservation and Nasdaq Listing of Shares. Upon and following the approval of the Capital Amendment, the Company
shall reserve and continue to reserve, free of any preemptive or similar rights, authorized but unissued shares of Common Stock and Nonvoting Common Stock sufficient at all times for (i) the issuance and delivery upon the Conversion of all
issued and outstanding shares of Preferred Stock in accordance with the Preferred Stock Designation and (ii) the issuance and delivery of Common Stock incident to the conversion and sale of Nonvoting Common Stock in accordance with its terms.
The Company shall, as far in advance of Closing as practicable, file an application to list the shares of Common 

  
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Stock issuable in the Conversion and issuable upon conversion of the Nonvoting Common Stock for trading on the Nasdaq Global Market or the Nasdaq Capital Market, as applicable, and shall pay all
fees and expenses in connection with such listing and related notices. 
 Section 6.08. Restricted Shares.

 (a) Each Investor acknowledges and agrees that there are substantial restrictions on the transferability of the Securities.
Each Investor further understands and agrees that the Securities have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold, transferred, or
otherwise disposed of without registration under the Securities Act or pursuant to an exemption therefrom. 
 (b)
Notwithstanding any other provision of this Article VI, each Investor covenants that the Securities may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or
pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state, federal or foreign securities laws. In connection with any transfer of the
Securities other than (i) pursuant to an effective registration statement, (ii) to the Company or (iii) pursuant to Rule 144, provided that the transferor provides the Company with reasonable assurances (in the form of a seller
representation letter and, if applicable a broker representation letter) that such Securities may be sold pursuant to such rule, the Company may require the transferor thereof to provide to the Company and the Transfer Agent, at the
transferor’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company and the Transfer Agent, the form and substance of which opinion shall be reasonably satisfactory to the Company and the Transfer
Agent, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer (other than pursuant to clauses (i), (ii) or (iii) of the preceding sentence), any
such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of the transferring Investor under this Agreement and the Registration Rights Agreement with respect to such transferred Securities.

 (c) Each Investor covenants that it will not knowingly make any sale, transfer, or other disposition of any Securities, or
engage in hedging transactions with respect to such Securities, in violation of the Securities Act (including Regulation S) or the Exchange Act, and, if applicable, with respect to outstanding Purchased Shares or, following Conversion (as defined in
the Preferred Stock Designation), Underlying Shares, will only transfer such Securities as required by the Federal Reserve in Permitted Transfers or transfers to Affiliates of such Investor. 

(d) Each Investor acknowledges and agrees that: (a) each certificate evidencing the Securities will bear a legend to the effect set
forth below; and (b) except to the extent such restrictions are waived by the Company, neither shall transfer any Securities represented by any such certificate without complying with the restrictions on transfer described in the legend
endorsed on such certificate, as follows and which shall be delivered also as instructions to the Company’s transfer agent: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

  
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 (e) The restrictive legend set forth in Section 6.08(d) above shall be removed and the
Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at
DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement
for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the
effective date of the registration statement registering the Securities for resale (the “Resale Registration Statement”) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company
to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall, upon delivery of appropriate documentation
by the Holder, instruct the Transfer Agent at the Company’s expense, to remove the legend from the Securities. If a legend is no longer required pursuant to the foregoing, the Company will no later than 3 Trading Days following the delivery by
a Holder to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect
the reissuance and/or transfer) and a representation letter to the extent required by Section 6.08(b), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Investor a certificate
or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set
forth in this Section 6.08(e). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Investors by crediting the account of the Investor’s prime broker or other broker with DTC
as directed by such Investor. 
 (f) Each Investor hereunder acknowledges its primary responsibilities under the Securities Act
and accordingly will not sell or otherwise transfer the Securities or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder. Except as otherwise provided below, while
the Resale Registration Statement remains effective, each Investor hereunder may sell the Securities registered in accordance with the plan of distribution contained in the Resale Registration Statement and if it does so it will comply therewith and
with the related prospectus delivery requirements unless an exemption therefrom is available or unless the Securities registered are sold pursuant to Rule 144. Each Investor, severally and not jointly with the other Investors,


  
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agrees that if it is notified by the Company in writing at any time that the Resale Registration Statement registering the resale of the Securities is not effective or that the prospectus
included in such Resale Registration Statement no longer complies with the requirements of Section 10 of the Securities Act, the Investor will refrain from selling such Securities registered until such time as the Investor is notified by the
Company that such Resale Registration Statement is effective or such prospectus is compliant with Section 10 of the Exchange Act, unless such Investor is able to, and does, sell such Securities registered pursuant to an available exemption from
the registration requirements of Section 5 of the Securities Act. 
 Section 6.09. Information, Access and
Confidentiality. 
 (a) From the date hereof until the date following the Closing Date on which the Investor Percentage
Interest of an Investor (other than CapGen), together with the Investor Percentage Interests of Investors that share a common investment advisor with such Investor, is, in the aggregate, less than 5%, the Company and the Subsidiaries will permit
such Investor, whether or not such Investor qualifies, or is intended to qualify, as a “venture capital operating company” (a “VCOC”) as defined in the regulations (the “Plan Asset Regulations”) issued by
the Department of Labor at 29 C.F.R. Section 2510.3 101, as the same may be amended from time to time (each such person a “VCOC Rights Inspector”), to have customary and appropriate VCOC rights, including consultations rights,
inspection and access rights, and rights to receive materials for all meetings of the Board of Directors, and the right to audited and unaudited financial statements, annual budget and other financial and operations information, including advance
notification of and consultation with respect to significant corporate actions) relating to inspection, information and consultation with respect to the Company or the Bank. Any consultation or inspection permitted pursuant to this
Section 6.09 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company or the Subsidiaries, and nothing herein shall require the Company or the
Subsidiaries to disclose any information to the extent (1) prohibited by Applicable Laws or (2) that the Company or the Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the
extent the Investor provides assurances reasonably acceptable to the Company or such Subsidiary, as applicable, that such information shall not be used by the Investor or its affiliates to compete with the Company or such Subsidiary, as applicable).
Such Investor also shall hold and use any information that it receives pursuant to this Section solely for purposes of managing its investment in the Company, and shall not use or disclose any material nonpublic information regarding the Company to
trade in Company securities or any derivatives thereof. Notwithstanding the foregoing, nothing herein shall require the Company or the Subsidiaries to (1) honor a request from such Investor to visit and inspect any of the offices and properties
of the Company and the Subsidiaries and inspect and copy the books and records of the Company and the Subsidiaries more frequently than once per quarter, or (2) make appropriate officers and directors of the Company and the Subsidiaries
available to such Investor for consultation with the Investor or its designated representative with respect to matters relating to the business and affairs of the Company and the Subsidiaries more frequently than once per quarter. Any information to
be provided to an Investor hereunder shall be sent or provided only to the Person or department set forth on such Investor’s signature page hereto as the Person or department to receive notices under this Agreement, and neither the Company nor
any Person acting on its behalf shall send or provide information hereunder to any other Person on behalf of any Investor without the prior written consent of such person or a member of such department. 

  
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 (b) From the date of this Agreement until the date when CapGen’s Investor Percentage
Interest is less than 5%, the Company shall, and will cause each of the Subsidiaries to, give CapGen and its representatives (including officers and employees of CapGen, and counsel, accountants, investment bankers, potential lenders and other
professionals retained by CapGen) full access during normal business hours to all of their properties, books and records (including tax returns and appropriate work papers of independent auditors under normal professional courtesy, but excluding
those books and records that under Applicable Laws, or under confidentiality agreements, are required to be kept confidential) and to knowledgeable personnel of the Company and to such other information as CapGen may reasonably request. As long as
CapGen is a bank holding company deemed by the Federal Reserve to “control” the Company and the Bank under the BHC Act, the Company and the Bank shall cooperate with CapGen, and provide all information requested by CapGen to prepare and
fill all reports, applications and other filings with the Federal Reserve and other Governmental Authorities. 
 (c) Each
Investor shall, and shall cause its representatives to, hold all material nonpublic information received as a result of its access to the properties, books and records of the Company or the Subsidiaries in confidence, except to the extent that
information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Investor or its representatives from a third party that, insofar as the Investor is aware, is not under an
obligation to the Company or to a Subsidiary to keep the information confidential, (iii) was known to the Investor or its representatives on a non-confidential basis before it was made available to the Investor or its representative by the
Company or a Subsidiary, or (iv) otherwise is independently developed by the Investor or its representatives. Each Investor shall, at the Company’s request made at any time after the termination of this Agreement without the Closing having
occurred, or at any time such Investor’s Investor Percentage is less than 5%, deliver to the Company all documents and other material nonpublic information obtained by the Investor or its representatives from the Company or its Subsidiaries, or
certify that such material has been destroyed by the Investor. The Investor acknowledges that it is aware of, and will comply with, applicable restrictions on the use of material nonpublic information with respect to the Company and its Subsidiaries
imposed by the United States federal securities laws. Any examination or investigation made by the Investor, its representatives or any other persons as contemplated by this Section 6.09 shall not affect any of the representations and
warranties hereunder. 
 Section 6.10. Conduct of Business Prior to Closing. Except as otherwise expressly
contemplated or permitted by this Agreement or with the prior written consent of CapGen (which consent shall not be unreasonably withheld or delayed) (which is a separate right granted to CapGen for itself and no other Investor), during the period
from the date of this Agreement to the Closing Date, the Company shall, and shall cause each Subsidiary to, (a) conduct its business only in the usual, regular and ordinary course consistent with past practice; and (b) take no action that
would reasonably be expected to adversely affect or delay the receipt of any Shareholder Approvals, provided nothing in this Section 6.10 or in Section 6.11 shall limit or prohibit (i) the Exchange of Series B
Preferred Stock for shares of Preferred Stock as provided in the Exchange Agreement or (ii) the Asset Sale. 

  
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 Section 6.11. Company Forbearances. Except as expressly contemplated or
permitted by this Agreement, during the period from the date of this Agreement to the Closing, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of CapGen (which is a separate right granted to CapGen
for itself and no other Investor): 
 (a) declare or pay any dividends or distributions on its capital stock, or directly or
indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, trust preferred securities issued by a Company Subsidiary or any junior subordinated debentures issued in connection therewith, or other equity interest or any
securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest or stock appreciation rights or grant any person any right to acquire any shares of its capital stock or other equity interest,
other than dividends paid by any wholly-owned Subsidiaries; 
 (b) issue or commit to issue any additional shares of capital
stock or other equity interest, or any trust preferred securities, securities convertible into or exercisable for, or any rights, warrants or options to acquire, any additional shares of capital stock or other equity interest (except
(i) options, restricted stock or other equity grants approved by the Board or the Organization and Compensation Committee of the Board under the Company’s equity incentive plans in accordance with past practice, or in accordance with the
terms of any employment agreements in existence as of the date hereof (including the Green Employment Agreement or the Incandela Employment Agreement, as these may be amended with approval of the Company’s Compensation Committee to change
Restricted Stock awards to options, in whole or in part, to change the vesting periods, but not less than the current vesting periods, or to provide that the amount of equity grants to each of Stephen C. Green and Margaret A. Incandela will be based
on the total number of shares of Common Stock and Nonvoting Common Stock issued in the Private Placement), (ii) pursuant to the exercise of outstanding options, (iii) the Securities, and (iv) 5,000 shares of Series B Preferred Stock
and the shares of Preferred Stock issuable in exchange therefor pursuant to the Exchange Agreement); 
 (c) amend the Articles
of Incorporation, the Company’s bylaws or other governing instruments of the Company or any Subsidiary, except that the Company shall adopt and use its best efforts to obtain the Shareholder Approval of the Capital Amendment attached as
Schedule V hereto and shall adopt and file the Preferred Stock Designation and Series B Preferred Stock Amendment attached as Schedules I and VII hereto; 

(d) incur any additional debt obligation or other obligation for borrowed money except in the ordinary course of the business of the
Subsidiaries consistent with past practices (which shall include, for the Subsidiaries that are depository institutions, creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit consistent with and subject to
requirements of Governmental Authorities, advances from Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta, entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the
imposition, on any shares of capital stock or other equity interest held by the Company or any Subsidiary of any lien or permit any such lien to exist; 
 (e) adjust, split, combine or reclassify any capital stock or equity interests of the Company or any Subsidiary or issue or authorize the issuance of any other securities with


  
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respect to or in substitution for shares of its capital stock or sell, lease, mortgage or otherwise encumber or agree to any Liens upon any shares of capital stock or equity interests of any
Subsidiary or any asset of the Company or any Subsidiary other than (i) in the ordinary course of business as permitted by Section 6.11(d) for reasonable and adequate consideration, or (ii) as contemplated in
Section 6.11(e) of the Disclosure Schedule; 
 (f) acquire any direct or indirect equity interest in any person, other than
in connection with (i) foreclosures in the ordinary course of business of debts previously contracted in good faith and (ii) holdings of securities solely in its fiduciary capacity; 

(g) grant any increase in compensation or benefits to the directors, officers or employees of the Company or any Subsidiary, except in
accordance with past practices previously disclosed; pay any bonus except in accordance with past practices and pursuant to the provisions of an applicable program or plan adopted by the Board prior to the date of this Agreement as previously
disclosed; or, enter into or amend, except to waive or eliminate any provision that would deem the acquisition of the Purchased Shares by the Investors or that any other aspect of the Transactions are a change in control or acceleration event under,
any severance, change in control agreements or equity awards with or to directors, officers or employees of the Company or any Subsidiary; 
 (h) enter into or amend any employment agreement between the Company or any Subsidiary and any person (unless (i) such amendment is required by Applicable Law or (ii) it changes the terms or
nature of any equity incentive approved by the Company’s Compensation Committee) that the Company does not have the unconditional right to terminate without liability (other than liability for services already rendered), at any time on or after
the Closing; 
 (i) except as set forth on Section 6.11(i) of the Disclosure Schedule, adopt any new employee benefit plan
or employee benefits of the Company or any Subsidiary or make any material change in or to any existing employee benefit plans or employee benefits of the Company or any Subsidiary, other than the Incentive Plan Amendment and any such change that is
required by Applicable Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; 
 (j) make any material change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in GAAP or as required by any Regulatory Authority;

 (k) (i) commence any litigation other than in connection with collections of debt consistent with past practice,
(ii) settle any litigation involving any liability of the Company or any Subsidiary for money damages which individually or in the aggregate, exceed or impose restrictions upon the operations of the Company or any Subsidiary, or
(iii) modify, amend or terminate any material contract described in Section 2.14 or waive, release, compromise or assign any material rights or claims; 
 (l) enter into any material transaction not in the ordinary course of business other than the Asset Sale and as contemplated hereby, or not consistent with safe and sound banking practices or Applicable
Law; 

  
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 (m) fail to file timely any report required to be filed by it with any Regulatory Authority,
including the SEC; 
 (n) make any loan or advance to any 5% or greater shareholder, director or officer of the Company or any
of the Subsidiaries, or any member of the immediate family of the foregoing, or any Related Interest or any affiliate of any of the foregoing, except for renewals of any loan or advance outstanding as of the date of this Agreement on terms and
conditions substantially similar to the original loan or advance; 
 (o) cancel without payment in full, or modify in any
material respect any agreement relating to, any loan or other obligation receivable from any 5% shareholder, director or officer of the Company or any Subsidiary or any member of the immediate family of the foregoing, or any Related Interest or any
affiliate of any of the foregoing; 
 (p) except as expressly contemplated by this Agreement, enter into any agreement for
services or otherwise with any 5% shareholders, directors, officers or employees of the Company or any Subsidiary or any member of the immediate family of the foregoing, or any Related Interest or any affiliate of any of the foregoing; 

(q) modify, amend or terminate any material contract described in Section 2.14 or waive, release, compromise or assign any
material rights or claims, except in the ordinary course of business consistent with past practice and for fair consideration; 

(r) close any banking office where a notice of such closure is required under Section 42 of the Federal Deposit Insurance Act, as
amended (the “FDI Act”) and applicable regulations thereunder; 
 (s) except as required by Applicable Law or
as required by applicable Regulatory Authority, change its or any of the Subsidiaries’ lending, investment, liability management and other material banking policies in any material respect; 

(t) take any action that would cause the Transactions to be subject to requirements imposed by any Takeover Law, or fail to take all
necessary steps within its control to exempt (or ensure the continued exemption of) the Transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect; 

(u) make or renew any loan or extension of credit to any person (including, in the case of an individual, his or her immediate family) or
to any Related Interest or otherwise, except in accordance with the Bank’s policies, Applicable Law and the 2012 MOU; 

(v) increase or decrease the rates of interest paid on deposits or increase the amount of brokered or internet deposits, except
consistent with the Bank’s past practices, the 2012 MOU and Applicable Law; 
 (w) purchase or otherwise acquire any
investment securities for its own account, except in accordance with the Bank’s policies, including its asset/liability policy, and in accordance with Applicable Law and the 2012 MOU; 

  
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 (x) except for the Asset Sale and the disposition of substandard assets consistent with the
Company’s overall strategy as disclosed in the Company’s quarterly report on Form 10-Q as of and for the period ended June 30, 2012, and except for OREO reflected on the books of the Company or the Bank as of the date hereof, the sale
of which will not result in a loss, individually or in the aggregate of $100,000 or more, sell, transfer, convey or otherwise dispose of any real property or other assets or interests therein having a book value individually or in the aggregate in
excess of or in exchange for consideration in excess of, $100,000 without prior Board approval, and in accordance with the Company’s policies, Applicable Law and the 2012 MOU; 

(y) make or commit to make any capital expenditures in excess of $100,000, individually or in the aggregate, without prior Board
approval; or 
 (z) agree to, or make any commitment to, take any of the actions prohibited by this Section 6.11.

 Section 6.12. Investor Call. CapGen will issue the Investor Call to its investors promptly after receipt of the
last approval of the Regulatory Authorities needed for Closing of the Private Placement, or at such other later date and time as may agreed upon by CapGen and the Company. 
 Section 6.13. Press Releases; Public Disclosure. 
 (a) The Company and
CapGen shall consult with each other before issuing any press release with respect to the Transaction or this Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other, which
consent shall not be unreasonably withheld or delayed; provided, however, that the Company may, without the prior consent of CapGen (but after such consultation, to the extent practicable in the circumstances), issue such press release
or make such public statements or filings as may be required by Applicable Law or the Nasdaq Global Market. 
 (b) Subject to
each party’s disclosure obligations imposed by law or regulation or the Nasdaq listing rules applicable to the Company, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other
public information disclosures with respect to this Agreement and any of the transactions contemplated by this Agreement, and neither the Company nor any Investor will make any such news release or public disclosure without first notifying the
other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld or delayed), provided that nothing in this Section 6.13 shall prevent the Company from making timely disclosures under the
Securities Act, the Exchange Act and the Nasdaq listing rules. CapGen authorizes the Company to publicly disclose its name but otherwise no such public disclosure of an Investor or its investment advisor will be made by the Company (other than in a
Resale Registration Statement), except to the extent required by Applicable Law or authorized in writing by such Investor, and to all applicable Governmental Authorities and Nasdaq. The Company and each Investor agree that within one Business Day
following the Closing, the Company shall publicly disclose the closing of the transactions contemplated by this Agreement including the Private Placement. On or before 9:00 A.M. New York City time, on the second Business Day immediately following
the Closing Date, the Company will file a Current Report on Form 8-K with the SEC describing the terms of this Agreement. 
 (c)
By 9:00 A.M., New York City time, on the Business Day immediately following execution of this Agreement, the Company shall issue one or more press releases (collectively, the “Press Release”) disclosing all material terms of the
transactions contemplated hereby (including the Private Placement). On or before 9:00 A.M., New York City time, on the second Business Day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K with
the SEC describing the terms of the Private Placement Documents (and including as exhibits to such Current Report on Form 8-K the material Private Placement Documents, including this Agreement and the Registration Rights Agreement). Notwithstanding
the foregoing, the Company shall not publicly disclose the name of the Investor or any affiliate or investment adviser of the Investor, or include the name of the Investor or any affiliate or investment adviser of the Investor in any press release
or in any filing with the SEC (other than a Resale Registration Statement) or any regulatory agency or Nasdaq, without the prior written consent of the Investor, except (i) as required by the federal securities laws and (ii) to the extent
such disclosure is required by law, at the request of applicable Governmental Authorities or Nasdaq. 

  
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 Section 6.14. Use of Proceeds. The Company shall use the net proceeds from the
sale of the Preferred Stock primarily to support the Bank’s capital, as disclosed in the Private Placement Documents. 

Section 6.15. Form D Filings. The Company will timely file all Form Ds required with respect to the Transaction under SEC
Regulation D with the SEC and with all other applicable securities and blue sky jurisdictions, and will pay any applicable filing fees. 
 Section 6.16. Standstill. From the Closing Date until the Conversion, no Investor shall transfer, sale, give, pledge, hypothecate or otherwise dispose of, or agree to do any of the foregoing
with respect to, any or all of the Investor’s Common Stock beneficially owned by the Investor as of the Closing Date, or any interest therein, provided, however, all shares of Series B Preferred Stock shall be converted into shares of
Series A Preferred Stock upon the Closing Date. 
 ARTICLE VII. 

OTHER AGREEMENTS 
 Section 7.01. Bank Holding Company Status. No Investor other than CapGen shall exercise “control” for purposes of the BHCA or the Change in Bank Control Act, of the Company or the
Bank, upon or following the Closing or the Conversion. 
 Section 7.02. Preemptive Rights. (a) Except as
provided in Section 7.02(f), if the Company offers to sell Covered Securities (as defined below) in a public or private offering of Covered Securities solely for cash any time during a period of 24 months commencing on the Closing Date
(a “Qualified Offering”), each Investor shall be afforded the opportunity to acquire from the Company, for the same price and on the same terms as such Covered Securities are offered, in the aggregate up to the amount of Covered
Securities required to enable it to maintain 

  
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its Investor Percentage Interest. “Investor Percentage Interest” means, as of any date of determination, the percentage equal to (A) the aggregate number of shares of Common
Stock beneficially owned by the Investor as of the date of determination (assuming Conversion) divided by (B) the total number of outstanding shares of Common Stock as of such date (assuming Conversion). “Covered Securities”
means Common Stock and any rights, options or warrants to purchase or securities convertible into or exercisable or exchangeable for Common Stock, other than securities that are (A) issued by the Company pursuant to any employment contract,
employee incentive or benefit plan, stock purchase plan, stock ownership plan, stock option or equity compensation plan or other similar plan where stock is being issued or offered to a trust, other entity to or for the benefit of any employees,
consultants, officers or directors of the Company, (B) issued by the Company in connection with a business combination or other merger, acquisition or disposition transaction, partnership, joint venture, strategic alliance or investment by the
Company or similar non-capital raising transaction, (C) issued as a dividend or in connection with a dividend reinvestment or shareholder purchase plan or (D) any share of Common Stock issued upon Conversion of Purchased Shares or upon or
resulting (directly or indirectly) from the Exchange. 
 (b) Prior to making any Qualified Offering of Covered Securities, the
Company shall give the Investor written notice at the address shown on each Investor’s signature page hereto of its intention to make such an offering, describing, to the extent then known, the anticipated amount of securities, and other
material terms then known to the Company upon which the Company proposes to offer the same (such notice, a “Qualified Offering Notice”). The Investor shall then have 10 days after receipt of the Qualified Offering Notice (the
“Offer Period”) to notify the Company in writing that it intends to exercise such preemptive right and as to the amount of Covered Securities the Investor desires to purchase, up to the maximum amount calculated pursuant to
Section 7.02(a) (the “Designated Securities”). Such notice constitutes a non-binding indication of interest of the Investor to purchase the amount of Designated Securities specified by the Investor (or a proportionately
lesser amount if the amount of Covered Securities to be offered in such Qualified Offering is subsequently reduced) at the price (or range of prices) established in the Qualified Offering and other terms set forth in the Company’s notice to it.
Any failure to respond or to confirm the Investor’s interest in purchasing any Covered Securities to which it is entitled under this Section 7.02 during the Offer Period constitutes a waiver of its preemptive rights in respect of
such offering or as to the Covered Securities as to which no interest in purchasing is received, as applicable. The sale of the Covered Securities in the Qualified Offering, including any Designated Securities, shall be closed not later than 120
days after the end of the Offer Period except as to any Investor that requires prior approval of the Federal Reserve and/or other Governmental Authorities, in which case the closing of any the sale of Covered Securities to such Investor shall occur
as soon as practicable following the receipt of all necessary Governmental Authority approvals and the expiration of statutory waiting periods. The Covered Securities to be sold to other investors in such Qualified Offering shall be sold at a price
not less than, and upon terms no more favorable to such other investors than, those specified in the Qualified Offering Notice. If the Company does not consummate the sale of Covered Securities to other investors within such 120-day period
(excluding Investors that require prior approval of the Federal Reserve and/or other Governmental Authorities), the right provided hereunder shall be revived and such securities shall not be offered unless first reoffered to the Investors in
accordance herewith. Notwithstanding anything to the contrary set forth herein and unless otherwise agreed by the Investor, by not later than the end of such 120-day period, the 

  
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Company shall either confirm in writing to the Investor that the Qualified Offering has been abandoned or shall publicly disclose its intention to issue the Covered Securities in the Qualified
Offering, in either case in such a manner that the Investor will not be in possession of any material, non-public information thereafter. 
 (c) If the Investor exercises its preemptive right provided in this Section 7.02 with respect to a Qualified Offering that is an underwritten public offering or an offering made to qualified
institutional buyers (as such term is defined in SEC Rule 144A under the Securities Act) for resale pursuant to Rule 144A under the Securities Act (a “Rule 144A offering”), a private placement or other offering, whether not
registered under the Securities Act, the Company shall offer and sell the Investor, if any such offering is consummated, the Designated Securities (as adjusted, upward to reflect the actual size of such offering when priced but not in excess of each
Investor’s Investor Percentage Interest) at the same price as the Covered Securities are offered to third persons (not including the underwriters or the initial purchasers in a Rule 144A offering that is being reoffered by the initial
purchasers) in such offering and shall provide written notice of such price upon the determination of such price. 
 (d)
Anything to the contrary in this Section 7.02 notwithstanding, the preemptive right to purchase Covered Securities granted by this Section 7.02 shall terminate as of and not be available any time after the date on which the
Investor sells all of the Purchased Shares or all of its interest therein. 
 (e) In addition to the pricing provision of
Section 7.02(c), the Company will offer and sell the Designated Securities to the Investor upon terms and conditions not less favorable than the most favorable terms and conditions offered to other persons or entities in a Qualified
Offering. 
 (f) Notwithstanding anything to the contrary contained herein, (i) the preemptive rights set forth in this
Section 7.02 or the Initial Investment Agreement shall not apply to (x) the sale of 5,000 shares of Series B Preferred Stock to CapGen, or (y) a Qualified Offering that is a public offering of up to $10 million of shares of
Common Stock offered to (or issuable upon the exercise of subscription rights offered to) existing holders of Common Stock, other than the Investors, on a pro rata basis within six months of the Closing (the “Rights Offering”), and
each Investor waives any and all rights it has or may have to participate in the Rights Offering; and (ii) if the Investor is offered the opportunity to exercise the preemptive rights set forth in this Section 7.02 as part of a
private placement offering by the Company, then the Company shall have no obligation to provide similar preemptive rights in any concurrent public offering or related rights offering, at the same price per share as such private placement, to its
existing shareholders other than the Investors. 
 Section 7.03. Compensation Matters. Prior to the Closing, the
Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate (including securing any necessary waivers or consents) to provide that the issuance of the Purchased Shares to
the Investor as contemplated by this Agreement will not trigger any Change of Control Benefits under any “change of control” provision in any agreements to which the Company, the Bank or any of the Subsidiaries is a party, including any
employment, “change in control,” equity award, option, severance or other compensatory 

  
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agreements and any Benefit Plan, and shall deliver true and complete copies of duly executed Waiver and Acknowledgement Agreements substantially in the form of Schedule VIII from each
director and executive officer of the Company and the Bank, and each other employee of the Company or the Bank with Change of Control Benefits, waiving all rights, if any, which he or she might otherwise have to any Change of Control Benefits as a
result of this Agreement or the Transaction. 
 Section 7.04. Commercially Reasonable Best Efforts. After the
Closing Date, each party and its officers and directors shall use their respective commercially reasonable best efforts to take, or cause to be taken, all further actions necessary or desirable to carry out the purposes of this Agreement and their
respective covenants, agreements and obligations hereunder. 
 Section 7.05. Manner of Offerings. The Company is
offering the Purchased Shares through the Placement Agent to Investors that are Accredited Investors in transactions exempt from registration under Section 4(a)(2) of the Securities Act. Each Investor shall purchase its Purchased Shares at the
same per share price being offered to the other Investors, and the complete terms and conditions of each Investor’s purchase of its Purchased Shares are set forth herein. 
 Section 7.06. Indemnification. 
 (a) Indemnification of Each
Investor. In addition to the indemnity provided in the Registration Rights Agreement, to the extent allowed under Applicable Law, the Company will indemnify and hold each Investor and its directors, officers, shareholders, members, partners,
employees, agents, investment advisors and representatives (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each person who controls the Investor
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, members, partners, employees, agents, investment advisors and representatives (and any other persons
with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, an “Investor Party”), from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in permitted settlements, court costs and reasonable attorneys’ fees and expenses of one counsel and costs of investigation (“Losses”)
that any such Investor Party may suffer or incur as a result of (i) any material breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or (ii) any action instituted against an
Investor Party in any capacity, by any shareholder of the Company who is not Investor Party or an affiliate of that Investor Party, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any
Investor Party under this Agreement to the extent, but only to the extent that, Losses are attributable to any Investor’s material breach of any of the representations, warranties, covenants or agreements made by such Investor in this Agreement
or in the other Private Placement Documents. 
 (b) Conduct of Indemnification Proceedings. Promptly after receipt by any
Investor Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be
sought pursuant to Section 7.06(a), such 

  
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Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of one counsel reasonably satisfactory to such
Indemnified Person, and shall assume the payment of all fees and expenses of such counsel; provided, however, the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder
except to the extent that the Company is actually and materially and adversely prejudiced by such failure to receive such notice. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel at the Company’s expense; (ii) the Company
shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person,
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which
consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the Company shall not affect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional, irrevocable
release of such Indemnified Person from all liability and Losses arising out of such proceeding. 
 ARTICLE VIII.

 TERMINATION 
 Section 8.01. Methods of Termination. This Agreement may be terminated at any time prior to the Closing by: 
 (a) the mutual written consent in writing of an Investor and the Company, but only as to the terminating Investor; 
 (b) any Investor but only with respect to the terminating Investor or the Company if the Closing of the sale of an aggregate of $50 million of Preferred Stock shall not have occurred by January 11,
2013 (the “Termination Date”), provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose breach of any representation or warranty or
failure to perform any obligation under this Agreement shall have caused or resulted in the failure of the Closing; 
 (c) the
Company if there has been a breach of any representation, warranty, covenant or agreement made by an Investor in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that
Section 5.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Company to the Investor and (ii) the
Termination Date; provided that the Company is not then in breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and, provided further, that such termination by the Company shall
only be as to the breaching Investor; 

  
 45 









 (d) an Investor if there has been a breach of any representation, warranty, covenant or
agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 4.01 would not be satisfied and such breach or condition is not curable
or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Investor to the Company and (ii) the Termination Date; provided that the terminating Investor is not then in material breach
of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and provided further that such termination by an Investor shall only be as to such Investor; 

(e) the Company or an Investor in writing at any time after any applicable Regulatory Authority has denied finally or requested the
withdrawal of any application by an Investor for approval of the Transaction; 
 (f) CapGen, if other Investors are no longer
parties to this Agreement and replacement Investors do not enter into this Agreement within 45 days after the termination by such initial other Investor(s) such that the total aggregate commitment by all Investors other than CapGen, including
subscriptions for shares of Preferred Stock executed and delivered by Company directors and executive officers, is not less than $25 million; or 
 (g) any Investor if CapGen terminates this Agreement. 
 A termination by an Investor or by the
Company with respect to one or more Investors, shall not effect a termination of this Agreement or the rights and obligations of the remaining parties to this Agreement, including each remaining Investor’s ability to terminate this Agreement.

 Section 8.02. Effect of Termination. In the event of termination of this Agreement as to any Investor pursuant to
Section 8.01 hereof, and except as otherwise stated therein, written notice thereof shall be given to the other parties, and this Agreement shall terminate immediately to the extent provided in Section 8.01 upon receipt of
such notice (or as otherwise set forth in Section 8.01(d) and Section 8.01(e)), unless an extension is consented to in writing by the party having the right to terminate. If this Agreement is terminated as provided herein,
this Agreement shall become void as and to the extent provided in Section 8.01, except that Section 7.06, this Section 8.02 and Article 9 shall survive any such termination; provided, however, that
nothing herein shall relieve any breaching party from liability for an uncured willful breach of a representation, warranty, covenant, obligation or agreement giving rise to such termination. 

ARTICLE IX. 

MISCELLANEOUS 
 Section 9.01. Certain Definitions. (a) The following definitions shall be applicable to the terms set forth below as used in this Agreement: 

“Accredited Investor” has the meaning set forth in Rule 501 promulgated under the Securities Act. 

  
 46 









 “affiliate” means, with respect to any person, any other person which
directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such person. 
 “Applicable Law” means any domestic or foreign, federal, state or local, statute, law, ordinance, rule, administrative interpretation, regulation, holding, order, determination, writ,
injunction, directive, judgment, decree, permit, license or other requirement of any Governmental Authority applicable to the Company or the Subsidiaries, or their respective properties, assets, officers, directors, employees or agents (in
connection with such officers’, directors’, employees’ or agents’ activities on behalf of such entity). 

“Asset Sale” means the sale, on or about the Closing Date, by the Bank of up to approximately $25.1 million of
classified assets, other loans and other real estate owned for approximately $11.9 million, in each case subject to adjustment. 

“beneficial ownership” and correlative terms have the meaning ascribed in Section 13(d)(3) of the Exchange Act and
Rule 13d-3 thereunder) 
 “Board” means the Board of Directors of the Company. 

“Business Day” means any day that it is not a Saturday, Sunday or other day in which banks in the State of Florida or
New York are authorized or required by law to be closed. 
 “Exchange Act“ means the Securities Exchange Act of
1934, as amended, and the regulations promulgated thereunder. 
 “GAAP” means U.S. generally accepted
accounting principles. 
 “Material Adverse Effect” means any event, effect, circumstance, occurrence or change
that, individually or in the aggregate, (i) is material and adverse to the business, assets, liabilities, results of operations, financial condition, cash flows or prospects of the Company and the Subsidiaries (as defined below), taken as a
whole or (ii) would materially impair the ability of the Company to perform its obligations under this Agreement or consummate the Closing; provided, however, that Material Adverse Effect shall not be deemed to include
(a) any events, effects, circumstances, occurrences or changes, after the date hereof, generally affecting the commercial banking industry, the economy, or the financial, real estate, securities or credit markets in the United States or
elsewhere in the world, including effects on such industry, economy or markets resulting from any regulatory or political conditions or developments, or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism,
(b) changes or proposed changes, after the date hereof, in GAAP, (c) changes or proposed changes, after the date hereof, in laws governing financial institutions and laws of general applicability or related policies or interpretations of
any Governmental Authority (in the case of each of clauses (a), (b) and (c), other than effects, circumstances, occurrences or changes to the extent that such effects, circumstances, occurrences or changes have a materially disproportionate
adverse affect on the Company and the Subsidiaries relative to other companies in the commercial banking industry), or (d) changes in the market price or trading volume of Common Stock (it being understood and agreed that the exception set
forth in this clause (d) does not apply to the underlying reason or cause giving rise to or contributing to any such change). 

  
 47 









 “person” means an individual, corporation, limited liability company,
partnership, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act) and shall include any successor (by merger or otherwise) of such entity. 

“Related Interest” has the meaning ascribed to it by Regulation O promulgated by the Federal Reserve Board. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 “Subsidiary” means any person of which (i) the Company or any of its Subsidiaries is a general partner,
(ii) the voting power to elect a majority of the board of directors or others performing similar functions is held by the Company and or any one or more of its Subsidiaries, or (iii) more than 50% of the equity interests is, directly or
indirectly, owned or controlled by the Company or any one or more of its Subsidiaries. 
 (b) In this Agreement, (i) the
words “include,” “includes,” and “including” and derivatives thereof are deemed to include and mean “without limitation,” whether by enumeration or otherwise; (ii) any reference to an agreement means that
agreement as amended or supplemented, subject to any restrictions on amendment contained in that agreement; (iii) unless specified otherwise, any reference to a statute or regulation means that statute or regulation as amended or supplemented
from time to time and any corresponding provisions of successor statutes or regulations; (iv) if any date specified in this Agreement as a date for taking action falls on a day that is not a Business Day, then that action may be taken on the
next Business Day; and (v) the words “party” and “parties” refer only to a named party to this Agreement. The singular shall include the plural and vice versa, and any reference to gender shall include all genders.

 Section 9.02. Specific Performance. Each party acknowledges that the other party would be damaged irreparably in
the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that a party shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically this
Agreement and its terms and provisions in addition to any other remedy to which such party may be entitled, at law or in equity. In particular, the parties acknowledge that the business of the Company and the Subsidiaries is unique and recognize and
affirm that in the event the Company breaches this Agreement, money damages may be inadequate and the Investor would have no adequate remedy at law, so that Investors shall have the right, in addition to any other rights and remedies existing in its
favor, to enforce its rights and the Company’s obligations under this Agreement not only by action for damages but also by action for specific performance, injunctive, or other equitable relief. 

  
 48 









 Section 9.03. Expenses; Fee. At the Closing, the Company shall reimburse CapGen
for all expenses incurred by CapGen in connection with its due diligence investigation of the Company and the Transaction and all preliminary, planning, preparation and pre-offering activities, the negotiation, drafting, execution, delivery, and
performance of this Agreement (or any amendment to this Agreement) and the Transaction, and the filing or pursuit of all regulatory approvals necessary to complete the Transaction (including, in all cases, the fees and expenses incurred by CapGen
for its agents, representatives, attorneys, and accountants), up to $750,000. In addition, at the Closing, the Company shall pay (i) $500,000 to Investors advised or managed by Wellington Management Company, LLP, and (ii) $214,000 to
Investors advised or managed by Sandler O’Neill Asset Management, LLC. Except as otherwise provided in this Section 9.03, each party shall pay its own fees and expenses (including the fees and expenses of its agents,
representatives, attorneys, and accountants) incurred in connection with the negotiation, drafting, execution, delivery, and performance of this Agreement and the Transaction. 
 Section 9.04. Survival. The representations and warranties of the Company contained herein shall survive the Closing and the delivery of and payment for the Purchased Shares. 

Section 9.05. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be
delivered in person or mailed by certified or registered mail, return receipt requested, or sent by a recognized overnight courier service, addressed as follows: 
 If to the Company, at: 
 Jacksonville Bancorp, Inc. 

100 North Laura Street, Suite 1000 
 Jacksonville, Florida 32202 
 Attention: Stephen C. Green 

with a copy to: 

McGuireWoods 

Bank of America Tower 
 50 North Laura Street, Suite 3300 
 Jacksonville, Florida 32202-3661 

Attention: Halcyon E. Skinner 
 If to CapGen, at: 
 CapGen Capital Group IV LP 

c/o CapGen Financial 
 1185 Avenue of the Americas 
 Suite 2000 

New York, NY 10036 
 Attention: John P. Sullivan 

  
 49 









 with a copy to: 
 Jones Day 
 1420 Peachtree Street, N.E. 

Suite 800 

Atlanta, Georgia 30309-3053 
 Attention: Ralph F. MacDonald, III 
 If to any other Investor: 

As provided on such Investor’s signature page hereto 
 or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. 
 Section 9.06. No Assignment; No Delegation. (a) No party may assign any of its rights under this Agreement, except with the prior written consent of the other parties, provided the
Investor may assign its rights to the Purchased Shares to an affiliate or any person that shares a common discretionary investment adviser with the Investor without consent. All assignments of rights are prohibited under this subsection, whether
they are voluntary or involuntary, by merger (regardless of whether the party is the surviving or disappearing entity), consolidation, dissolution, operation of law, or any other manner. For purposes of this Section 9.06, a “change
of control” is deemed an assignment of rights. 
 (b) No party may delegate any performance under this Agreement.

 (c) Any purported assignment of rights or delegation of performance in violation of this Section 9.06 is void.

 Section 9.07. No Third Party Beneficiaries. This Agreement is not intended to and shall not confer any rights or
remedies upon any person other than the parties hereto, whether as third party beneficiaries or otherwise, other than Indemnified Persons. 
 Section 9.08. Governing Law. Except as otherwise provided in Section 6.04(c), the laws of the State of New York (without giving effect to its conflicts of law principles) govern all
matters arising out of or relating to this Agreement, including its validity, interpretation, construction, performance, and enforcement. 
 Section 9.09. Amendments and Waivers. The parties may amend this Agreement only by a written agreement of the parties that is identified as an amendment to this Agreement. No waiver shall be
effective unless it is in writing and signed by an authorized representative of the waiving party, and such waiver shall be limited to the time and purpose specified therein. No consideration shall be offered or paid to any Investor to amend or
consent to a waiver or modification of any provision of the Private Placement Documents, or to exercise any consent right hereunder, unless the same consideration also is offered to all of the Investors pro rata to their agreed-upon investment in
Purchased Shares provided herein; provided, however, that CapGen may be reimbursed for expenses (including legal fees and charges) it incurs in connection with any such amendment, waiver or consent in accordance with Section 9.03
(and subject to the expense cap set forth therein). 

  
 50 









 Section 9.10. Severability. If any provision of this Agreement is determined to
be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force, as long as both the economic and legal substance of the transactions that this Agreement contemplates are not affected in any manner
materially adverse to any party. 
 Section 9.11. Captions. The descriptive headings of the Articles, Sections and
subsections and the table of contents of this Agreement are for convenience of reference only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. 

Section 9.12. No Waiver; Cumulative Remedies. No failure or delay on the part of any party to this Agreement in exercising
any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy
hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 Section 9.13.
Further Assurances. From and after the date of this Agreement, upon the request of the Investors, on the one hand, or the Company and the Bank, on the other, the Investors, the Company and the Bank, as applicable, shall execute and deliver
such other instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement. 

Section 9.14. No Construction Against Drafter. Each party has participated in negotiating and drafting this Agreement, so if
an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if the parties had drafted it jointly, as opposed to being construed against a party because it was responsible for drafting one or more provisions
of this Agreement. 
 Section 9.15. Entire Agreement. This Agreement, including the schedules and exhibits hereto,
and any Company officer’s certificates delivered in connection herewith constitutes the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and
agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or
a prior course of dealings. In entering into this Agreement, neither the Company and the Bank on the one hand, or the Investors on the other, have relied upon any statement, representation, warranty or agreement of the other party except for those
expressly contained in this Agreement. No Investor has relied upon any statement, representation, warranty or agreement of any other Investor in determining to enter into this Agreement or to invest in any Securities. There are no conditions
precedent to the effectiveness of this Agreement, other than those expressly stated in this Agreement. 

  
 51 









 Section 9.16. Counterparts. The parties may execute this Agreement in multiple
counterparts, each of which constitutes an original, and all of which, collectively, constitute only one and the same agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart
signature page by facsimile shall have the same force and effect as a manually executed original. This Agreement is effective upon delivery of one executed counterpart from each party to the other parties. 

Section 9.17. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the
Private Placement Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Private Placement Document.
Nothing contained herein or in any other Private Placement Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so
constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create any implication or presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or
the transactions contemplated by the Private Placement Documents or any matters. The Company acknowledges that the Investors are not acting (i) jointly, (ii) in concert or (iii) as a group, and the Company shall not assert any such
claim, with respect to such obligations or the transactions contemplated by the Private Placement Documents. The decision of each Investor to purchase Securities pursuant to the Private Placement Documents has been made by such Investor
independently of, and without reliance on, any other Investor. Each Investor acknowledges that no other Investor has acted as agent or fiduciary for or representative of such Investor in connection with such Investor making its investment hereunder
and that no other Investor will be acting as agent or fiduciary for or representative of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Private Placement Documents. The
Company and each Investor confirms that each Investor has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to
independently protect and enforce its rights, including the rights arising out of this Agreement or out of any other Private Placement Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby is solely for convenience. It is expressly understood and agreed that each provision contained in this Agreement and
in each other Private Placement Document is between the Company and a Investor, solely, and not between the Company and the Investors collectively and not between and among the Investors. 

[SIGNATURE PAGES FOLLOW] 

  
 52 









 The parties have caused this Agreement to be executed as of the date first above written by
their respective duly authorized officials. 
  

					
	JACKSONVILLE BANCORP, INC.
		
	By:	 	 /s/ Stephen C. Green

		 	Name:	 	Stephen C. Green
		 	Title:	 	Chief Executive Officer



  
 [SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT] 









											
	Subscription Amount*:	 		 		 		 		 	
	 Up to $25,000,000.00, including the Liquidation Amount of any shares of Series B Preferred Stock exchanged for Preferred
Stock pursuant to the Exchange Agreement
 Number of Purchased Shares*:
 Up to 25,000, including shares of Preferred Stock issued upon conversion of Series B Preferred Stock pursuant to the Exchange Agreement.
	 		 	CAPGEN CAPITAL GROUP IV LP
	 		 	  
 BY:
	 	  
 CAPGEN CAPITAL GROUP IV LLC, AS GENERAL PARTNER OF
CAPGEN CAPITAL GROUP IV LP

	 		 		 	  
 By:
	 	  
 /s/ John R.
Caughey

	 		 		 		 	Name:	 	John R. Caughey
	 		 		 		 	Title:	 	Vice President and Chief Financial Officer

  

	*	The Subscription Amount and the number of Purchased Shares to be bought by CapGen are subject to the condition that in no event will such Purchased Shares together with
any shares of Preferred Stock acquired in the Exchange for Series B Preferred Stock, when all shares of Preferred Stock are considered on a fully converted basis, together with all other shares of Common Stock beneficially held by CapGen and its
affiliates, exceed 49.9% of the Company’s outstanding shares of Common Stock at any time. 


  
 [SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT] 









							
		 		 	INVESTOR:
			
	Subscription Amount: $2,530,000.00	 		 	CAPGEN CAPITAL ADVISORS, LLC
		 		 	(Name of Investor)
	  
 Number of Purchased Shares: 2,530
	 		 		 	
		 		 	By:	 	 /s/ John R. Caughey

		 		 	Name:	 	John R. Caughey
		 		 	Title:	 	Vice President & CFO
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o CapGen Financial

1185 Avenue of the Americas
 Suite
2000
 New York, NY 10036

			
		 		 	INVESTOR:
	 Subscription Amount: $830,000.00

 
	 		 	
	  
 Number of Purchased Shares: 830
	 		 		 	
		 		 	By:	 	 /s/ Eugene Ludwig

		 		 		 	Eugene Ludwig
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o CapGen Financial

1185 Avenue of the Americas
 Suite
2000
 New York, NY 10036

			
		 		 	INVESTOR:
			
	Subscription Amount: $180,000.00	 		 	Ithan Creek Investors II USB, LLC
	  
  
 Number of Purchased Shares: 180
	 		 	 (Name of Investor)
  

By: Wellington Management Company, LLP, as investment adviser

		 		 	By:	 	 /s/ Steven M. Hoffman

		 		 	Name:	 	Steven M. Hoffman
		 		 	Title:	 	Vice President and Counsel
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Wellington Management Company, LLP
 c/o Steven M. Hoffman
 280 Congress Street
 Boston, Massachusetts 02210

			
		 		 	INVESTOR:
			
	Subscription Amount: $3,048,000.00	 		 	Bay Pond Partners, L.P.
	  
  
 Number of Purchased Shares: 3,048
	 		 	 (Name of Investor)
  

By: Wellington Management Company, LLP, as investment adviser

		 		 	By:	 	 /s/ Steven M. Hoffman

		 		 	Name:	 	Steven M. Hoffman
		 		 	Title:	 	Vice President and Counsel
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Wellington Management Company, LLP
 c/o Steven M. Hoffman
 280 Congress Street
 Boston, Massachusetts 02210

			
		 		 	INVESTOR:
			
	Subscription Amount: $1,935,000.00	 		 	Bay Pond Investors USB, LLC
	  
 Number of Purchased Shares: 1,935
	 		 	 (Name of Investor)
  

By: Wellington Management Company, LLP, as investment adviser

		 		 	By:	 	 /s/ Steven M. Hoffman

		 		 	Name:	 	Steven M. Hoffman
		 		 	Title:	 	Vice President and Counsel
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Wellington Management Company, LLP
 c/o Steven M. Hoffman
 280 Congress Street
 Boston, Massachusetts 02210

			
		 		 	INVESTOR:
			
	Subscription Amount: $700,000.00	 		 	Ithan Creek Investors USB, LLC
	  
  
 Number of Purchased Shares: 700
	 		 	 (Name of Investor)
  

By: Wellington Management Company, LLP, as investment adviser

		 		 	By:	 	 /s/ Steven M. Hoffman

		 		 	Name:	 	Steven M. Hoffman
		 		 	Title:	 	Vice President and Counsel
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Wellington Management Company, LLP
 c/o Steven M. Hoffman
 280 Congress Street
 Boston, Massachusetts 02210

			
		 		 	INVESTOR:
			
	Subscription Amount: $637,000.00	 		 	Wolf Creek Partners, L.P.
	  
  
 Number of Purchased Shares: 637
	 		 	 (Name of Investor)
  

By: Wellington Management Company, LLP, as investment adviser

		 		 	By:	 	 /s/ Steven M. Hoffman

		 		 	Name:	 	Steven M. Hoffman
		 		 	Title:	 	Vice President and Counsel
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Wellington Management Company, LLP
 c/o Steven M. Hoffman
 280 Congress Street
 Boston, Massachusetts 02210

			
		 		 	INVESTOR:
			
	Subscription Amount: $500,000.00	 		 	Wolf Creek Investors USB, LLC
	  
  
 Number of Purchased Shares: 500
	 		 	 (Name of Investor)
  

By: Wellington Management Company, LLP, as investment adviser

		 		 	By:	 	 /s/ Steven M. Hoffman

		 		 	Name:	 	Steven M. Hoffman
		 		 	Title:	 	Vice President and Counsel
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Wellington Management Company, LLP
 c/o Steven M. Hoffman
 280 Congress Street
 Boston, Massachusetts 02210

			
		 		 	INVESTOR:
			
	 Subscription Amount: $4,000,000.00

 
	 		 	TFO FINANCIAL INSTITUTIONS RESTRUCTURING FUND LLC
	  
 Number of Purchased Shares: 4,000
	 		 	 (Name of Investor)
  

By: TFO FINANCIAL INSTITUTIONS RESTRUCTURING FUND SPC AS MANAGING MEMBER

		 		 	By:	 	 /s/ Matthew B. Hansen

		 		 	Name:	 	Matthew B. Hansen
		 		 	Title:	 	Director
		 		 	Date:	 	November 27, 2012
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 TFO Financial Institution Restructuring Fund LLC
 555 Fifth Avenue, 6th Floor
 New York, NY 10017
 United States of America

			
		 		 	INVESTOR:
			
	Subscription Amount: $3,000,000.00	 		 	Sutherland Asset I, LLC
		 		 	 (Name of Investor)

 

	Number of Purchased Shares: 3,000	 		 	By:	 	 /s/ Thomas Buttacavoli

		 		 	Name:	 	Thomas Buttacavoli
		 		 	Title:	 	Authorized Signature
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Sutherland Asset I, LLC
 c/o Waterfall Asset Management, LLC
 1140 Avenue of America, 7th Floor

New York, NY 10036



  
 [SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT] 









							
		 		 	INVESTOR:
			
	 Subscription Amount: $1,325,000.00

 
	 		 	 BP MASTER FUND, LP

(Name of Investor)

	  
 Number of Purchased Shares: 1,325
	 		 	
		 		 	 By: Boston Provident Administration, Inc.
 Its: Investment Manager

				
		 		 	By:	 	 /s/ Orin S. Kramer

		 		 	Name:	 	Orin S. Kramer
		 		 	Title:	 	President
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Boston Provident Administration, Inc.
 717 Fifth Avenue, Floor 12A
 NY, NY 10022

			
		 		 	INVESTOR:
			
	 Subscription Amount: $29,000.00

 
	 		 	 Malta Partners, L.P.

By: SOAM Holdings, LLC, its General Partner

(Name of Investor)

	 Number of Purchased Shares: 29

 
	 		 	
		 		 	By:	 	 /s/ Terry Maltese

		 		 	Name:	 	Terry Maltese
		 		 	Title:	 	Managing Member
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o Sandler O’Neill Asset Management
 150 East 52nd
Street, 30th Floor

New York, NY 10022

			
		 		 	INVESTOR:
			
	 Subscription Amount: $136,000.00

 
	 		 	 Malta Hedge Fund, L.P.
 By: SOAM Holdings, LLC, its General Partner
 (Name of Investor)

	 Number of Purchased Shares: 136

 
	 		 	
		 		 	By:	 	 /s/ Terry Maltese

		 		 	Name:	 	Terry Maltese
		 		 	Title:	 	Managing Member
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o Sandler O’Neill Asset Management
 150 East 52nd
Street, 30th Floor

New York, NY 10022

			
		 		 	INVESTOR:
			
	 Subscription Amount: $868,000.00

 
	 		 	 Malta Hedge Fund II, L.P.
 By: SOAM Holdings, LLC, its General Partner
 (Name of Investor)

	 Number of Purchased Shares: 868

 
	 		 	
		 		 	By:	 	 /s/ Terry Maltese

		 		 	Name:	 	Terry Maltese
		 		 	Title:	 	Managing Member
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o Sandler O’Neill Asset Management
 150 East 52nd
Street, 30th Floor

New York, NY 10022


  

							
		 		 	INVESTOR:
			
	 Subscription Amount: $317,000.00

 
	 		 	 Malta Offshore, Ltd.

(Name of Investor)

	  
 Number of Purchased Shares: 317
	 		 	
		 		 	By:	 	 /s/ Terry Maltese

		 		 	Name:	 	Terry Maltese
		 		 	Title:	 	Director
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o Sandler O’Neill Asset Management
 150 East 52nd
Street, 30th Floor

New York, NY 10022

			
		 		 	INVESTOR:
			
	 Subscription Amount: $1,500,000.00

 
	 		 	 SOAM Capital Partners, L.P.
 By: SOAM Venture Holdings, LLC, its General Partner
 (Name of Investor)

	 Number of Purchased Shares: 1,500

 
	 		 	
		 		 	By:	 	 /s/ Terry Maltese

		 		 	Name:	 	Terry Maltese
		 		 	Title:	 	Managing Member
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o Sandler O’Neill Asset Management
 150 East 52nd
Street, 30th Floor

New York, NY 10022

			
		 		 	INVESTOR:
			
	 Subscription Amount: $150,000.00

 
	 		 	 SOAM Phoenix Partners, L.P.
 By: SOAM Holdings, LLC, its General Partner
 (Name of Investor)

	 Number of Purchased Shares: 150

 
	 		 	
		 		 	By:	 	 /s/ Terry Maltese

		 		 	Name:	 	Terry Maltese
		 		 	Title:	 	Managing Member
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 c/o Sandler O’Neill Asset Management
 150 East 52nd
Street, 30th Floor

New York, NY 10022

			
		 		 	INVESTOR:
			
	 Subscription Amount: $750,000.00

 
	 		 	 MOORS AND MENDON MASTER FUND LP
 (Name of Investor)

	  
 Number of Purchased Shares: 750
	 		 	
		 		 	By:	 	 /s/ Anton Schutz

		 		 	Name:	 	Anton Schutz
		 		 	Title:	 	Managing Member Mendon GP LLC
		 		 	GP to the Moors and Mendon Master Fund LP
			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 Mendon Capital Advisors Corp
 150 Allens Creek Rd.
 Rochester, NY 14618
 Attention: Amy Sullivan

			
		 		 	INVESTOR:
			
	 Subscription Amount: $300,000.00

 
	 		 	 John Markham Green

(Name of Investor)

	  
 Number of Purchased Shares: 300
	 		 	
		 		 	By:	 	 /s/ John Markham Green

			
		 		 	Address for purposes of Section 9.05 (Notice):
			
		 		 	 15 East 91st Street
 New
York, NY 10128



  
 [SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT] 








 SCHEDULE I 

FORM OF PREFERRED STOCK DESIGNATION 
 [See Exhibit 3.2.] 







 SCHEDULE II 

FORM OF SERIES B PREFERRED STOCK EXCHANGE AGREEMENT 
 [See Exhibit 10.3.] 







 SCHEDULE III 

FORM OF ESCROW AGREEMENT 
 This Escrow Agreement, dated as of December     , 2012 (this “Agreement”), is entered into by and between Jacksonville Bancorp, Inc., a Florida corporation (the
“Company”), The Jacksonville Bank, Jacksonville, Florida, a wholly owned subsidiary of the Company (the “Bank”), and SunTrust Bank, a Georgia banking corporation, as escrow agent (the “Escrow
Agent”). Capitalized terms used but not defined herein have the same meanings as provided in the SPA (as defined below). 
 WHEREAS, the Company has entered into an Amended and Restated Stock Purchase Agreement, dated on our around the date hereof, with the investors party thereto (the “SPA”), pursuant to
which such investors shall, among other things, severally and not jointly, purchase shares of the Company’s Mandatorily Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock, Series A (the “Preferred Stock”), at a
purchase price of $1,000 per share, in the respective amounts specified therein; and 
 WHEREAS, the Bank and
                                        
(the “Asset Purchaser”) entered into an Asset Purchase Agreement (the “APA”) dated on or around the date hereof, pursuant to which the Asset Purchaser shall purchase certain Bank assets (“Assets”);
and 
 WHEREAS, the Company, the Bank, each of the investors party to the SPA and listed on Schedule I to this Agreement
(herein, the “Investors”), except the Excluded Investor, which cannot settle via escrow, and the Asset Purchaser believe that it is desirable and in their respective best interests to deposit into an escrow account (the
“Escrow Account”) with the Escrow Agent funds representing the Investors’ aggregate investments in shares of Preferred Stock and the total purchase price payable by the Asset Purchaser for the Assets; and 

WHEREAS, pursuant to the terms of the SPA, the Investors’ aggregate purchase price for the shares of Preferred Stock will be
disbursed to the Company at the closing of the transactions contemplated by the SPA (the “SPA Closing”); and 

WHEREAS, pursuant to the terms of the APA, the Asset Purchaser’s purchase price for the Assets will be disbursed to the Company at
the closing of the transactions contemplated by the APA (the “APA Closing”); and 
 WHEREAS, the APA Closing
and the SPA Closing shall occur on the same date (the “Closing Date”), with the SPA Closing occurring immediately after the APA Closing; and 
 WHEREAS, this agreement is an exhibit to the SPA, to which the Company and the Investors are parties, and to the APA, to which the Bank and the Asset Purchaser are parties; 







 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by the parties hereto, the parties hereto, intending to be legally bound, agree as follows: 

SECTION 1. Appointment. 
 (a) Appointment of the Escrow Agent. The Company and the Bank hereby appoint the Escrow Agent as escrow agent in accordance with the express terms and conditions set forth herein and the Escrow
Agent hereby accepts such appointment. 
 SECTION 2. Escrow Account. 

(a) Establish Escrow Account. The Escrow Agent shall establish and maintain the Escrow Account herein provided for in accordance
with the express terms of this Agreement. Any and all Escrow Funds (as defined herein) shall be deposited with the Escrow Agent in the Escrow Account, in U.S. Dollars, by wire transfer as follows: 

SunTrust Bank 

ABA: 061000104 

Account: XXXXXXX/XX 
 Account Name: Escrow Services 
 Reference: Jacksonville Bancorp Escrow 

Attention: Nickida Dooley 
 (b) Escrow Deposits. No later than Noon Eastern Standard Time on the Business Day (as defined herein) immediately preceding the Closing Date (currently scheduled for December
    , 2012, or such later date as may be provided by written notice from the Company and the Bank to the Escrow Agent), each Investor and the Asset Purchaser, individually, will deposit the respective amounts set forth in
Schedule I to this Agreement, by wire transfer into the Escrow Account of funds immediately available to the Escrow Agent for disbursement hereunder on the Closing Date. As used in this Agreement, the Asset Purchaser’s deposited funds
are called the “Asset Escrow Deposit” and the Investors’ aggregate deposited funds are called the “Stock Escrow Deposit”, and the Asset Escrow Deposit and the Stock Escrow Deposit collectively are referred to
as the “Escrow Deposits”. The Bank and the Company, respectively, shall give the Escrow Agent written notice of the date on which the APA Closing and the SPA Closing will occur, if other than December     , 2012.
The Escrow Deposits shall be retained in escrow by the Escrow Agent and invested as stated below. The Escrow Deposits, plus all interest, dividends and other distributions and payments thereon, if any, received by the Escrow Agent (the
“Interest Income”), less any funds distributed or paid from the Escrow Account in accordance with this Agreement, are collectively referred to herein as the “Escrow Funds.” The Escrow Agent shall hold the Escrow
Funds in its possession, as provided for in this Agreement, until authorized to disburse or distribute such amounts pursuant to Section 3 or Section 4 hereof. “Business Day” shall mean any day that is not a Saturday, a
Sunday or a day on which banks are generally closed in the States of Florida, Georgia and New York. 
 (c) Maintaining the
Escrow Account. It shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account, that the Escrow Funds shall not be paid or released to or for
the account of, or withdrawn by or for the account of, any person from the Escrow Account except as provided in Section 3 or Section 4 of this Agreement. 

  
 3 








 (d) Invest the Escrow Account. 

(1) The Escrow Agent shall invest all funds held pursuant to this Escrow Agreement in accordance with the Investment Selection
Instructions set forth as Schedule II (“Permitted Investments”). 
 (2) The Escrow Agent shall have no
responsibility for any investment losses resulting from investment, reinvestment or liquidation of the Escrow Funds in Permitted Investments unless such loss results from the Escrow Agent’s gross negligence or willful misconduct (each as
determined by a final, non-appealable judgment of a court of competent jurisdiction). 
 (3) Any Interest Income received on
the investment and reinvestment of the Escrow Funds by the Escrow Agent shall become part of the Escrow Funds and any losses incurred on such investment and reinvestment of the Escrow Funds shall be debited against the Escrow Funds. The Escrow Agent
shall have no duty, responsibility or obligation to invest any funds or cash held in the Escrow Account other than in accordance with this Section 2(d). 
 (4) The Escrow Agent may, in making or disposing of the Permitted Investments, deal with itself, in its individual capacity, or any of its affiliates, whether or not it or such affiliate is acting as a
subagent of the Escrow Agent or for any third person or dealing as principal for its own account. The Escrow Agent or any of its affiliates may receive reasonable and customary compensation with respect to any investment directed hereunder,
including, without limitation, charging a reasonable and customary agency fee in connection with each transaction. 
 (5)
Notwithstanding the foregoing, the Escrow Agent shall have the power to sell or liquidate any and all of the Permitted Investments whenever the Escrow Agent shall be required to release all or any portion of the Escrow Funds pursuant to Sections 3
or 4 hereof. 
 SECTION 3. Disbursements. Subject to Section 4 below, the Escrow Agent shall hold the Escrow
Funds in the Escrow Account and release the same only as follows: 
 (a) Asset Purchase. When all conditions precedent to
the APA Closing have been satisfied or waived pursuant to Article V of the APA, upon delivery to the Escrow Agent of a written notice signed by Authorized Persons (as defined in Section 10(i) hereof) in substantially the form attached hereto as
Exhibit A-1 (the “APA Disbursement Notice”), then, automatically and without further action by any other party, all Escrow Funds attributable to the Asset Escrow Deposit (together with the Interest Income thereon, if any)
shall be released from the Escrow Account and delivered by the Escrow Agent in funds immediately available to the Bank at an account designated by the Bank, and, if applicable, to the Asset Purchaser at an account designated by the Asset Purchaser,
all as more fully set forth in the APA Disbursement Notice. 
 (b) Preferred Stock Purchase. When all conditions
precedent to the SPA Closing, have been satisfied or waived pursuant to Articles IV and V of the SPA, upon delivery to the Escrow Agent of a written notice signed by an Authorized Person in substantially the form


  
 4 








 
attached hereto as Exhibit A-2 (the “SPA Disbursement Notice”), then, automatically and without further action by any other party, all Escrow Funds remaining in the Escrow
Account (together with the Interest Income thereon, if any) shall be released from the Escrow Account and delivered by the Escrow Agent in funds immediately available to the Company at an account designated by the Company. 

SECTION 4. Term of Escrow. This Agreement shall terminate upon happening of the last of the following: 

(a) the date on which all of the funds then held by the Escrow Agent in the Escrow Account have been distributed pursuant to
Section 3, or 
 (b) the execution and delivery to the Escrow Agent of a Notice of Termination in substantially the form of
Exhibit B (a “Notice of Termination”) from the Bank stating that the APA has been terminated in accordance with its terms (which notice shall be delivered on the date of such termination), whereupon the Escrow Agent shall
promptly distribute Asset Escrow Deposit, plus all Interest Income, if any, attributable to the Asset Escrow Deposit, to the Asset Purchaser, or 
 (c) the execution and delivery of a Notice of Termination from the Company stating that the SPA has been terminated pursuant to Section 8.01(a) thereof (which notice shall be delivered on the date of
such termination), in which event the Escrow Agent shall promptly distribute the Stock Escrow Deposit of each Investor, plus the pro rata portion of all Interest Income, if any, attributable to the Stock Escrow Deposit, to each respective Investor;
or 
 (d) on January 11, 2013, this Agreement shall automatically terminate and the Escrow Agent shall promptly distribute
(i) the Asset Escrow Deposit, plus all Interest Income, if any, attributable to the Asset Escrow Deposit, to the Asset Purchaser, and (ii) the Stock Escrow Deposit of each Investor, plus the pro rata portion of all Interest Income, if any,
attributable to the Stock Escrow Deposit, to each respective Investor. 
 The Escrow Agent shall be entitled to assume conclusively and without
inquiry that any Notice of Termination executed by the Company or the Bank and delivered to the Escrow Agent constitutes a Notice of Termination for purposes of this Agreement and the Escrow Agent shall have no duty to review any documentation
accompanying such Notice of Termination to determine whether it complies with this Section 4 and shall be fully protected in distributing the Asset Purchaser’s Asset Escrow Deposit or the Investors’ Stock Escrow Deposit pursuant to
such Notice of Termination in accordance with this Agreement. The delivery by the Company or the Bank of any Notice of Termination to the Escrow Agent is effective solely for purposes of this Agreement and shall have no independent significance or
effect with respect to determining the rights or remedies of any party to the APA or SPA. 
 SECTION 5. Representations
and Warranties. 
 (a) The Company hereby represents and warrants to the Escrow Agent that: 

(1) The execution of this Agreement by the Company and performance by the Company of its obligations under this Agreement and the
consummation of 

  
 5 








 
the transactions herein contemplated shall not violate any provision of the charter or bylaws of the Company or the Bank and shall not result in the creation of any lien, charge, security
interest or encumbrance upon any assets of the Company, the Bank or their respective subsidiaries pursuant to the terms or provisions of, or shall not conflict with, result in the breach or violation of, or constitute, either by itself or upon
notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Company, the Bank or any subsidiary is a party or by which any of the
Company, the Bank or any subsidiary or their respective properties may be bound or affected and in each case that would have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition or results of
operations of the Company, the Bank and their subsidiaries taken as a whole or would prevent or materially interfere with the consummation of the transactions contemplated hereby (a “Material Adverse Effect”), or any statute or any
authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary or any of their respective properties. 

(2) The Company and the Bank have full legal right, corporate power and authority to enter into this Agreement and to perform the
transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement constitutes (assuming the due authorization, execution and delivery by the other parties hereto) legal, valid and
binding agreements of the Company and the Bank, enforceable against the Company in accordance with its terms, except as (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship,
moratorium or other laws affecting the enforcement of creditors’ rights and remedies, generally, (ii) the enforceability hereof may be limited by general principles of equity and the discretion of the court before which any proceeding
therefor may be brought, (iii) the exculpation provisions and rights to indemnification hereunder may be limited by federal and state securities laws and public policy considerations and (iv) the waiver of rights and defenses contained in
this Agreement may be limited by applicable law. 
 (b) The Escrow Agent hereby represents and warrants to the other parties
hereto that this Agreement has been duly authorized, validly executed and delivered by the Escrow Agent and (assuming the due authorization and valid execution and delivery of this Agreement by the Company and enforceability of this Agreement
against the Company in accordance with its terms) constitutes a valid and binding agreement of the Escrow Agent enforceable against the Escrow Agent in accordance with its terms, except as (i) the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally, (ii) the enforceability hereof may be limited by
general principles of equity and the discretion of the court before which any proceeding therefor may be brought, (iii) the exculpation provisions and rights to indemnification hereunder may be limited by federal and state securities laws and
public policy considerations and (iv) the waiver of rights and defenses contained in this Agreement may be limited by applicable law. 
 SECTION 6. Covenants. The Company and the Bank each covenant and agree with the Escrow Agent that from and after the date of this Agreement until the release of all Escrow Funds to the Company
and the Bank in accordance with the terms of this Agreement that it shall not create or permit to exist any lien on any of the Escrow Funds. 

  
 6 








 SECTION 7. Escrow Agent Rights and Duties. 

(a) The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein and in any
modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, nor be deemed to
have knowledge of the terms of, any other agreement between or among any or all of the other parties hereto or to which any of them is a party, including, without limitation, the Purchase Agreement, even though reference thereto may be made herein,
or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any such party or any entity acting on its behalf. The Escrow Agent shall not be required to, and shall not,
expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. 
 (b) The Escrow Agent shall act hereunder as escrow agent only and shall not be responsible for or liable in any manner whatever for the sufficiency, collection, correctness, genuineness or validity of any
revenues, cash, payments, securities, property, funds, investments, income, earnings or other amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing or delivering or purporting to execute or
deliver any thereof to the Escrow Agent. 
 (c) If at any time the Escrow Agent is served with any judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative process which in any way affects Escrow Funds (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to
the transfer of Escrow Funds), the Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order,
judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the parties hereto or to any other person even though such order, judgment, decree, writ or process may be subsequently
modified or vacated or otherwise determined to have been without legal force or effect. 
 (d) The Escrow Agent shall not be
liable for any action taken, suffered or omitted to be taken or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of willful misconduct or gross negligence on its part
(each as determined by a final, non-appealable judgment of a court of competent jurisdiction). In no event shall the Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or
document from the Company or any person acting on behalf of the Company so long as such action is in accordance with the provisions of this Agreement and shall have no responsibility or duty to inquire or investigate the validity, accuracy or
content thereof, (ii) for any consequential, indirect, incidental, punitive or special damages (even if the Escrow Agent has been informed of the likelihood of such damages), (iii) for the acts or omissions of its nominees, correspondents,
designees, subagents or subcustodians, or (iv) for an amount in excess of the annual fees paid to the Escrow Agent; 

  
 7 








 
provided, however, in the event that such liability of the Escrow Agent arises as a result of the Escrow Funds becoming unavailable for distribution as a result of the gross
negligence or willful misconduct of the Escrow Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), the Escrow Agent’s liability hereunder shall be limited to the value of such unavailable amount
(valued as of the date of deposit). 
 (e) The Escrow Agent may execute any of its powers or responsibilities hereunder and
exercise any rights hereunder either directly or by or through agents, experts, accountants or attorneys. 
 (f) The Escrow
Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of
any present or future law or regulation or governmental authority, any act of God, war, fire, strikes, electrical outages, equipment or transmission failure, terrorism or other causes beyond its reasonable control, or the unavailability of the
Federal Reserve Bank wire or telex or other wire or communication facility). 
 (g) The Escrow Agent may consult with legal
counsel of its own selection (who may be counsel to a party hereto or an employee of the Escrow Agent and with the expense to be reimbursed in accordance with the terms of Section 9 hereof) as to any matter relating to this Agreement, and the
Escrow Agent shall not incur any liability in acting in accordance with any advice or opinion from such counsel. 
 (h) The
Company may remove the Escrow Agent at any time by giving to Escrow Agent five (5) calendar days’ prior notice in writing signed by the Company, which shall be effective upon transfer of all amounts held in the Escrow Account to a
successor escrow agent upon terms and conditions (other than the standard terms and conditions required by the successor escrow agent) that are substantially similar to this Agreement. The Escrow Agent may resign at any time by giving to the Company
thirty (30) calendar days’ prior written notice thereof. 
 (1) Upon such notice, a successor escrow agent shall be
appointed by the Company, and the Company shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the date specified in such notice. If a successor escrow agent has
not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The
costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such court proceeding shall be paid by, and be deemed an obligation of, the Company. 

(2) Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall either deliver the Escrow Funds then held
hereunder to the successor escrow agent, less Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Funds (or any portion thereof), pending distribution, until all such fees, costs and
expenses or other obligations are paid. 
 (3) Upon delivery of the Escrow Funds from the Escrow Account to such successor
escrow agent, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder. 

  
 8 








 (i) Any corporation or other entity into which the Escrow Agent may be merged or converted
or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of
the escrow business of the Escrow Agent, shall be the successor of the Escrow Agent hereunder without the execution or filing of any paper or any further action on the part of any of the parties hereto. 

(j) Anything herein to the contrary notwithstanding, it is understood and agreed that in the event of any disagreement among the parties
to this Agreement or among them or any other persons resulting in adverse claims or demands being made in connection with or for any funds or other property held pursuant to this Agreement, or in the event of any ambiguity or uncertainty hereunder
or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than retaining possession of the Escrow Funds, and shall be fully
protected and shall not be liable in any way to any party for refraining to take such action, unless the Escrow Agent receives Written Instructions signed by the Company and any other parties involved in the disagreement which resolves the
disagreement or otherwise eliminates such ambiguity or uncertainty. 
 (k) The rights and remedies conferred upon the Escrow
Agent, the Company and the Bank hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not
preclude the subsequent exercise of such right or remedy. 
 (l) The Escrow Agent does not have any interest in the Escrow Funds
hereunder but is serving as escrow holder only and having only possession of such Escrow Funds as provided herein. The parties hereto agree that for tax purposes, the Escrow Funds shall be treated as assets of the Asset Purchaser and the Investors
(on a pro rata basis calculated based on the amount of such funds deposited respectively by the Asset Purchaser and each such Investor), unless and until a Disbursement Event occurs, at which time the Company and the Bank shall be treated as owning
the Stock Escrow Deposit and the Asset Escrow Deposit, respectively, plus earnings, if any, thereunder. Unless and until a Disbursement Event occurs, the Company shall reimburse the Transfer Agent upon request for any transfer taxes or other taxes
incurred by the Escrow Agent relating to the Escrow Funds and the Company shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. The Company and the Bank shall be liable for such
amounts incurred, respectively, upon the date of a Disbursement Event and thereafter. Any payments of income from the Escrow Account may be subject to withholding regulations then in force with respect to United States taxes, and if required, the
parties hereto shall at the time of execution of this Agreement provide the Escrow Agent with completed and executed W-9, W-8BEN or other appropriate forms. Except for the delivery of Form 1099’s, the Escrow Agent shall have no duty to prepare
or file any Federal or state tax return or report with respect to any funds held under this Agreement or any earnings thereon. With respect to the preparation and delivery of Form 1099’s and all matters pertaining


  
 9 








 
to the reporting of earnings on funds held under this Agreement, the Escrow Agent shall be entitled to request and receive written instructions from the Company and the Bank, and the Escrow Agent
shall be entitled to rely conclusively and without further inquiry on such written instructions. Any interest earned on Escrow Funds shall be reported by the Escrow Agent to the Investors, unless and until a Disbursement Event occurs, at which time
interest earned shall be reported to the Company and the Bank, respectively, on the Stock Escrow Deposit and the Asset Escrow Deposit. 
 (m) Except as provided by applicable law, the Escrow Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Escrow Funds in its possession if the Escrow Funds are
accorded treatment substantially equal to that which the Escrow Agent accords similar property held by the Escrow Agent for similar accounts. 
 (n) The Escrow Agent shall not incur liability for any entitlement order, notice, consent, certificate, statement, wire instruction, telecopy, or other writing, which is delayed, canceled or changed
without the actual knowledge of the Escrow Agent, or its officers, employees or agents. 
 (o) The Escrow Agent shall not be
deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice thereof has been delivered to the Escrow Agent at the address and to attention of the person designated in (or as subsequently designated pursuant
to) this Agreement 
 (p) Anything in this Agreement to the contrary notwithstanding, the Escrow Agent is hereby authorized to
comply with any order or judgment, that the Escrow Agent believes in reliance upon the advice of counsel is final (without further right to appeal), by a United States court of competent jurisdiction. 

SECTION 8. Indemnity. The Company and the Bank, severally and not jointly, shall indemnify, hold harmless and defend the
Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively, the “Indemnitees”), from and against any and all claims,
actions, suits, proceedings, litigation, investigations, obligations, liabilities, damages, reasonable costs and expenses (“Losses”) directly or indirectly arising out of, relating to or in connection with its acceptance of its
appointment hereunder or its performance as Escrow Agent with respect to the funds received from the SPA or the APA, respectively, provided that such Losses do not arise from the Escrow Agent’s willful misconduct or gross negligence
(each as determined final, non-appealable judgment of a court of competent jurisdiction. 
 SECTION 9. Compensation;
Expenses. The Company agrees to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit C (“Schedule of Escrow Agent’s Fees”)
hereto, which is incorporated herein by this reference and made a part hereof. The Company shall upon demand pay to the Escrow Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees, expenses and
disbursements of its counsel, experts and agents retained by the Escrow Agent, that the Escrow Agent may incur in connection with (a) the review, negotiation and administration of this Agreement, (b) the exercise or enforcement of any of
the rights of the Escrow Agent hereunder or (c) the failure by the Company to perform or observe any of the provisions hereof. 

  
 10 









 SECTION 10. Miscellaneous Provisions. 

(a) Notices. Any notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first
class mail, commercial courier service or telecopier communication or electronic mail, addressed as follows; provided, however, that notwithstanding anything to the contrary herein provided, the Escrow Agent shall not be deemed to have received any
notice hereunder prior to the Escrow Agent’s actual receipt thereof: 
 If to the Company or the Bank: 

100 North Laura Street, Suite 1000 
 Jacksonville, Florida 32202 
 Attention: Valerie Kendall 

Telephone: (904) 421-3051 
 Fax: (904) 421-3078 (Fax) 
 Email: vkendall@jaxbank.com 

with a copy (which copy alone shall not constitute notice): 
 McGuireWoods 
 Bank of America Tower 

50 North Laura Street, Suite 3300 
 Jacksonville, Florida 32202-3661 
 Attention: Halcyon E. Skinner 

Telephone: (904) 798-2626 
 Fax: (904) 360-6324 
 Email: hskinner@mcguirewoods.com 

If to the Escrow Agent: 
 SunTrust Bank 
 Attn: Nickida Dooley, Escrow Services 

Mail Code HDQ 5307 
 919 E Main St, 7th Floor 
 Richmond, VA 23219 

Telephone: (804) 782-7610 
 Fax: (804) 782-5858 
 Email: Nickida.Dooley@SunTrust.com 

Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday or banking holiday, such time shall be
extended to the next day on which the Escrow Agent is open for business. 

  
 11 









 (b) Severability. The provisions of this Agreement are severable, and if any clause
or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any
manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction; provided, however, that if such excluded provisions shall affect the rights, immunities, duties or obligations
of the Escrow Agent, the Escrow Agent shall be entitled to resign immediately. 
 (c) Headings. The headings in this
Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 

(d) Counterparts. This Agreement may be signed in two or more identical counterparts, each of which shall be deemed an original,
but all of which shall together constitute one and the same agreement. 
 (e) Benefits of Agreement. Nothing in this
Agreement, express or implied, shall give to any person or entity, other than the parties hereto and their successors hereunder any benefit or any legal or equitable right, remedy or claim under this Agreement, whether as third party beneficiaries
or otherwise. 
 (f) Amendments. This Agreement may not be amended, supplemented or otherwise modified without the prior
written consent of the Company and the Escrow Agent. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law. 

(g) Survival Provisions. All representations, warranties and covenants of the Company contained herein shall survive the execution
and delivery of this Agreement, and shall terminate only upon the termination of this Agreement. The obligations of the Company under Sections 8, 9 and 10 hereof shall survive the termination of this Agreement and the resignation, replacement or
removal of the Escrow Agent. 
 (h) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement is to
be construed in accordance with and governed by the federal law of the United States of America and the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. Each of the Company, the Bank, and the Escrow Agent submit to the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York state court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Company, the Bank, and
the Escrow Agent irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in
such a court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. 

  
 12 









 (i) Security Procedures. In the event transfer instructions are given, whether in
writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule III hereto, and the Escrow Agent may rely upon the confirmation of
anyone purporting to be the person or persons so designated. Each transfer instruction shall be executed by an authorized signatory, a list of such signatories is set forth on Schedule III (each such authorized signatory, an “Authorized
Person”). The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon
any account numbers or similar identifying numbers provided by the Company and/or the Bank to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrow
Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary
bank designated. The parties acknowledge that these security procedures are commercially reasonable. 
 (j) Customer
Identification Program. The parties hereto acknowledge that the Escrow Agent is subject to the customer identification program (“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing
regulations, and that Escrow Agent must obtain, verify and record information that allows Escrow Agent to identify each such person or entity. Accordingly, prior to accepting an appointment hereunder, Escrow Agent may request information from any
such person or entity that will help Agent to identify such person or entity, including without limitation, as applicable, the person or entity’s physical address, tax identification number, organizational documents, certificate of good
standing, license to do business, or any other information that Agent deems necessary. Each person or entity that is a party hereto agrees that Escrow Agent cannot accept an appointment hereunder unless and until Escrow Agent verifies each such
person or entity’s identity in accordance with the Customer Identification Program requirements. 
 [Signature Pages
Follow] 

  
 13 









 IN WITNESS WHEREOF, the Company, the Bank, and the Escrow Agent have each caused this
Agreement to be duly executed and delivered as of the date first above written. 
  

			
	JACKSONVILLE BANCORP, INC.
		
	By:	 	  

	Name:	 	Valerie A. Kendall
	Title:	 	Executive Vice President & CFO
	
	THE JACKSONVILLE BANK
		
	By:	 	  

	Name:	 	Valerie A. Kendall
	Title:	 	Executive Vice President & CFO
	
	 SUNTRUST BANK,
 as
Escrow Agent

		
	By:	 	  

	Name:	 	
	Title:	 	









 SCHEDULE IV 

SUBSIDIARIES 

Subsidiaries of Jacksonville Bancorp, Inc.: 
 The Jacksonville Bank, a non-member banking corporation organized in the State of Florida 

Atlantic BancGroup, Inc. Statutory Trust I, a Delaware statutory trust 
 Jacksonville Statutory Trust I, a Delaware statutory trust 
 Jacksonville Statutory Trust II, a
Delaware statutory trust 
 Jacksonville Bancorp, Inc. Statutory Trust III, a Delaware statutory trust 

Subsidiaries of The Jacksonville Bank: 

East Arlington, Inc., a Florida corporation 

Fountain Financial, Inc., a Florida corporation 

Jarrett Point, LLC, a Florida limited liability company 
 Parman Place, Inc., a Florida corporation 
 S. PT. Properties, Inc., a Florida corporation

 TJB Properties, LLC, a Florida limited liability company 







 SCHEDULE V 

FORM OF CAPITAL AMENDMENT 
 ARTICLES OF AMENDMENT TO 
 AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF JACKSONVILLE BANCORP, INC. 
 Pursuant to Section 607.1006 of the Florida Business Corporation Act, the undersigned Corporation
adopts these Articles of Amendment. 
 FIRST: The name of the Corporation is JACKSONVILLE BANCORP, INC. 

SECOND: The Amended and Restated Articles of Incorporation of this Corporation are amended as follows: 

1. By replacing paragraph 4.01 of Article IV so that, as amended, said paragraph shall read as follows: 

“4.01 General. The total number of shares of all classes of capital stock of the Corporation
(“Shares”) that the Corporation shall have the authority to issue is 510 million, consisting of the following classes: 
 (1) 400 million Shares of common stock, $0.01 par value per share (“Common Stock”); 
 (2) 100 million Shares of nonvoting common stock, $0.01 par value per share (“Nonvoting Common Stock”); and 
 (3) 10 million Shares of preferred stock, $0.01 par value per share (“Preferred Stock”).” 
 2. By inserting new paragraph 4.02 of Article IV as follows, and renumbering the remaining paragraphs of Article IV accordingly: 

“4.02 Common Stock and Nonvoting Common Stock. Except as set forth in this paragraph 4.02, the Common Stock
and the Nonvoting Common Stock shall have the same rights and privileges, share ratably in all assets of the Corporation upon its liquidation, dissolution or winding-up, shall be entitled to receive dividends in the same amount per share and at the
same time when, as and if declared by the Corporation’s board of directors, and be identical in all other respects as to all other matters, except voting. 
 (1) Except as may be otherwise required by law or these Amended and Restated Articles of Incorporation, as amended, each holder of Common Stock shall have one vote in respect of each share of Common Stock
held of record on all matters voted upon by the shareholders. The holders of Nonvoting Common 







 
Stock shall have no voting rights except as required by the Florida Business Corporation Act. Where shares of Nonvoting Common Stock are entitled to vote, each holder of Nonvoting Common Stock
shall have one vote in respect of each share of Nonvoting Common Stock held of record solely on the matters as to which such shares are entitled to vote and subject to the rights and limitations specified by the Florida Business Corporation Act.

 (2) In the event of any stock split, combination or other reclassification of shares of either the Common Stock or the
Nonvoting Common Stock, the outstanding shares of the other class shall be proportionately split, combined or reclassified in a similar manner; provided, however, that in any such transaction, holders of Common Stock shall receive only shares
of Common Stock in respect of their shares of Common Stock and holders of Nonvoting Common Stock shall receive only shares of Nonvoting Common Stock in respect of their shares of Nonvoting Common Stock. 

(3) Each share of Nonvoting Common Stock shall be converted automatically into one share of Common Stock incident to a transfer of such
share of Nonvoting Common Stock to a transferee in a Permitted Transfer. A “Permitted Transfer” means a transfer by a holder of Nonvoting Common Stock (i) in a widespread public distribution; (ii) in which no transferee (or group
of associated transferees) would receive two percent (2%) or more of any class of voting securities of the Corporation; or (iii) to a transferee that would control more than fifty percent (50%) of the voting securities of the
Corporation without any transfer from such holder of Nonvoting Common Stock. The issuance of certificates, if any, for shares of Common Stock upon conversion of Nonvoting Common Stock shall be made without charge to the holders of such shares for
any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance. The Corporation shall cooperate with the timely conversion of Nonvoting Common Stock subject to compliance
with applicable law and regulations. 
 (4) The Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Nonvoting Common Stock and Series A Preferred Stock. The Corporation shall
take all action necessary so that all shares of Common Stock issuable upon conversion of Nonvoting Common Stock and Series A Preferred Stock will, upon issue, be duly and validly issued, fully paid and non-assessable. 

(5) In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash and/or any other property, each share of Nonvoting Common Stock will at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock,








 
securities, cash and/or any other property (payable in kind), as the case may be, that each share of Common Stock would be entitled to receive as a result of such transaction, provided
that at the election of the holder of shares of Nonvoting Common Stock, any securities issued with respect to the Nonvoting Common Stock shall be nonvoting under the resulting institution’s organizational documents to the same extent as the
Nonvoting Common Stock is nonvoting and the Corporation shall make appropriate provisions (in form and substance reasonably satisfactory to the holders of a majority of the Nonvoting Common Stock then outstanding) and take such other actions
necessary to ensure that the holders of the Nonvoting Common Stock shall retain securities with substantially the same rights and benefits, including the right to convert nonvoting common stock into common stock, as the Nonvoting Common Stock.
Subject to the immediately preceding sentence, in the event the holders of Common Stock are provided the right to convert or exchange Common Stock for stock or securities, cash and/or any other property, then the holders of the Nonvoting Common
Stock shall be provided the same right based upon the number of shares of Common Stock such holders would be entitled to receive if such shares of Nonvoting Common Stock were converted into shares of Common Stock immediately prior to such offering.
In the event that the Corporation offers to repurchase shares of Common Stock from its stockholders generally, the Corporation shall offer to repurchase Nonvoting Common Stock pro rata based upon the number of shares of Common Stock such holders
would be entitled to receive if such shares were converted into shares of Common Stock immediately prior to such repurchase. In the event of any pro rata subscription offer, rights offer or similar offer to holders of Common Stock, the Corporation
shall provide the holders of the Nonvoting Common Stock the right to participate based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into shares of Common Stock immediately prior to
such offering; provided that at the election of such holder, any shares issued with respect to the Nonvoting Common Stock shall be issued in the form of Nonvoting Common Stock rather than Common Stock.” 

THIRD: The amendment to the Amended and Restated Articles of Incorporation of the Corporation set forth above was adopted on
                    , 2012. 
 FOURTH: The
amendment was approved by the Corporation’s shareholders. The number of votes cast for the amendment by the shareholders was sufficient for approval. 
 Signed on                     , 2012. 

 

			
	JACKSONVILLE BANCORP, INC.
		
	By:	 	  

	Stephen C. Green, President & CEO









 SCHEDULE VI 

FORM OF INCENTIVE PLAN AMENDMENT 
 SECOND AMENDMENT TO THE 
 2008 AMENDMENT AND RESTATEMENT OF THE

 JACKSONVILLE BANCORP, INC. 2006 STOCK INCENTIVE PLAN 
 This SECOND AMENDMENT (the “Amendment”) to the 2008 Amendment and Restatement of the Jacksonville Bancorp, Inc. 2006 Stock Incentive Plan by Jacksonville Bancorp, Inc., a Florida corporation
(the “Company”), shall be effective upon the date of approval (the “Effective Date”) of the Amendment by the affirmative vote of the holders of a majority of the votes cast at the
                    , 2013 Special Meeting of the Company’s shareholders. 

WHEREAS, the Company maintains the 2008 Amendment and Restatement of the Jacksonville Bancorp, Inc. 2006 Stock Incentive Plan, effective
April 29, 2008 (the “Plan”). 
 WHEREAS, pursuant to Section 14 of the Plan, the Board of Directors of the
Company desires to (i) increase the number of shares of common stock available for issuance under the Plan, and (ii) eliminate certain minimum vesting conditions for awards of restricted stock and restricted stock units. 

NOW, THEREFORE, the Plan is amended as follows as of the Effective Date: 

 

	I.	Section 2(g) of the Plan shall be be amended by deleting it in its entirety and replacing it with the following: 


“(g) “Company Stock” means voting common stock of the Company. In the event of a change in the capital structure of
the Company (as provided in Section 15), the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan.” 
  

	II.	Section 4(a) of the Plan shall be amended by deleting it in its entirety and replacing it with the following: 


“(a) Subject to Section 15 of the Plan, there shall be reserved for issuance under the Plan an aggregate of
[                    ] shares of Company Stock, which shall be authorized but unissued shares. All of the shares available for issuance to
Participants who are employees of the Company or its subsidiaries may, but need not, be issued pursuant to the exercise of Incentive Stock Options. Shares covered by an Incentive Award granted under the Plan shall not be counted as used unless and
until they are actually issued and delivered to a Participant.” 
  

	III.	Section 7(d) of the Plan shall be amended by deleting it in its entirety and replacing it with the following: 


“(d) The Committee shall establish as to each award of Restricted Stock the terms and conditions upon which the restrictions set
forth in paragraph (b) above shall expire. The terms and conditions may include the achievement of a Performance Goal. The Committee may, in its discretion, grant a Restricted Stock award all or any portion of which is immediately vested as of
the Date of Grant. The terms and conditions of a Restricted Stock award shall be governed by the provisions of Section 10 to the extent that the award is intended to comply with the requirements of Code Section 162(m).” 








	III.	Section 8(b) of the Plan shall be amended by deleting it in its entirety and replacing it with the following: 


“(b) Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of
the following: 
  

	 	(i)	a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or 


 

	 	(ii)	a requirement that the holder forfeit such units in the event of termination of employment during the period of restriction. 


All restrictions shall expire at such times as the Committee shall specify. The Committee may, in its discretion, grant a Restricted Stock
Unit award all or any portion of which is immediately vested as of the Date of Grant. In addition, the Committee may at any time, in its sole discretion, modify the terms and conditions of a Restricted Stock Unit award (including any or all of the
restrictions applicable thereto), subject to the restrictions of Section 10 as to any Performance Goal if the award is intended to comply with the requirements of Code Section 162(m).” 

 

	IV.	In all respects not amended above, the Plan is hereby ratified and confirmed. 

 *        *        *        *        *

 To record adoption of the Second Amendment as set forth above, the Company has caused this document to be signed on this
     day of                     , 2013. 

 

			
	JACKSONVILLE BANCORP, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	









 SCHEDULE VII 

FORM OF SERIES B PREFERRED STOCK AMENDMENT 
 [See Exhibit 3.1.] 







 SCHEDULE VIII 

FORM OF DIRECTOR AND OFFICER WAIVER 
 AND ACKNOWLEDGEMENT AGREEMENT 
 THIS WAIVER AND ACKNOWLEDGEMENT AGREEMENT
(“Agreement”) dated as of December     , 2012 is by and among JACKSONVILLE BANCORP, INC., a Florida corporation (the “Company”), THE JACKSONVILLE BANK, a Florida state-charted commercial bank and
wholly owned subsidiary of the Company (the “Bank”), and the undersigned individual who is an officer or director of the Company and/or the Bank (the “Official”). This Agreement is being executed and delivered
pursuant to the terms of the Amended and Restated Stock Purchase Agreement dated as of December     , 2012 (as it may be amended from time to time, the “Stock Purchase Agreement”), by and among the Company,
CapGen Capital Group IV LP (“CapGen”) and various other investors signatories thereto (collectively, CapGen and such other investors are called the “Investors”). The Company is offering an aggregate of approximately
50,000 shares of the Company’s Mandatorily Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock, Series A, liquidation preference $1,000.00 per share (the “Convertible Preferred Stock”), on the terms and conditions
set forth in the Stock Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings provided in the Stock Purchase Agreement. 
 WHEREAS, certain agreements and plans of the Company, the Bank, and their affiliates may provide benefits or rights to the Official upon the occurrence of a “change of control,” “change in
control” or similar transaction or event (individually and collectively, “CIC Event”) involving the Company and/or the Bank; 
 WHEREAS, as a condition to the Investors’ investment in the Company, the Investors have required that each Official enter into this Agreement to ensure that the Stock Purchase Agreement and the
transactions contemplated therein will not cause or trigger any payment, termination, acceleration or vesting of payment or benefit of any type or other rights as a result of a CIC Event or under any similar provision in any employment, severance or
other agreements, plans, benefits, awards, insurance policies, severance plans or policies, retirement plans or policies, and other policies or practices to which the Company, the Bank or any of their Subsidiaries is a sponsor or party, or to which
the Official is a party, holder, beneficiary or has any rights (collectively, all such agreements, plans, benefits awards and policies are called “Company Agreements”) upon a CIC Event with respect to the Company and/or the Bank and
their Subsidiaries; and 
 WHEREAS the Official desires to execute, deliver and perform this Agreement to induce the Investors
to enter into the Stock Purchase Agreement and complete the Transaction; 







 NOW THEREFORE, in consideration of the premises, the substantial benefits to be derived by
the Official as a result of the Stock Purchase Agreement and the transactions contemplated thereby, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the undersigned, intending to be legally bound,
agree as follows: 
 1. Waiver. The Official hereby irrevocably waives any and all rights, and agrees not to assert any
claims, demands, actions and proceedings of any type or kind, that he or she may have under any Company Agreement with respect to any payment, benefit or termination rights, and to any vesting or acceleration of vesting of any payment or benefit of
any type, and all other rights, payments and benefits of any kind whatsoever upon or following a CIC Event that may arise or result from the Stock Purchase Agreement, the issuance and Conversion of the Convertible Preferred Stock, and the other
transactions contemplated in the Stock Purchase Agreement. 
 2. Reliance. The Official acknowledges and understands that
the Investors would not have entered into the Stock Purchase Agreement without this Agreement and that each Investor is an express third-party beneficiary hereof. 
 3. Miscellaneous. 
 (a) As used herein, the singular shall
include the plural and any reference to gender shall include all other genders. The terms “include,” “including” and similar phrases shall mean including without limitation, whether by enumeration or otherwise.

 (b) All notices, requests, claims, demands and other communications under this Agreement shall be in writing
and shall be deemed given if delivered personally or sent by reliable overnight delivery or by facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to the
Company, at the Company’s corporate office, and (ii) if to the Official, at the address shown under his or her signature on the signature page of this Agreement. 

(c) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement. 
 (d) This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement. A facsimile or electronic signature shall be binding and shall constitute and have the same force and effect as an original signature for all purposes. 

(e) This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 

(f) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without
regard to the applicable conflicts of laws principles thereof. This Agreement shall be binding upon and inure to the benefit of the undersigned and their successors, assigns, estates, legatees, heirs and personal and legal representatives, and
transferees of shares of Common Stock. 
 (g) The Official understands and agrees that irreparable damage would
occur and that none of the Company, the Bank or the Investors would have any adequate 







 
remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
Company, the Bank and/or the Investors shall be entitled to an injunction or injunctions and other equitable relief, including specific performance, to prevent breaches or attempted breaches by the Official of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the United States located in the State of Florida or in Florida state court, this being in addition to any other remedy to which they are entitled at law or in equity, including
damages. In addition, each of the parties hereto (i) consents to submit such party to the personal jurisdiction of any federal court located in the State of Florida or any Florida state court in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that such party will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that such party will
not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than a federal court sitting in the State of Florida or Florida state court and (iv) shall not seek or require the Company to post
any bond or security in connection with enforcing this Agreement. 
 (h) If any term, provision, covenant or
restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein
and the application thereof to any other circumstances, shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law. 

(i) In the event that a party seeks to obtain or enforce any right or benefit provided by this Agreement through legal
proceedings, and in the event that such party prevails in any such legal proceedings pursuant to which an arbitral panel, court or other governmental authority issues a final order, judgment, decree or award granting substantially the relief sought,
then the prevailing party shall be entitled upon demand to be paid by the other party, all reasonable costs incurred in connection with such legal proceedings, including the reasonable legal fees and charges of one counsel, provided no party shall
be entitled to any punitive or exemplary damages, which are hereby waived; 
 (j) No amendment, modification or
waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by the Company, the Bank and the Official, following unanimous approval by the Company’s and the Bank’s boards of directors
(excluding the vote of any requesting Official who is a director), provided the affected Official shall be recused from the board of directors’ consideration and vote upon any such proposed amendment, modification of waiver. 

[Signatures on following page.] 







 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
parties hereto as of the date first herein above written. 
  

			
	JACKSONVILLE BANCORP, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	THE JACKSONVILLE BANK
		
	By:	 	  

		 	Name:
		 	Title:
	
	OFFICIAL
	
	  

		 	Name:
		 	Address:
	
	  

	
	  

	
	  










 SCHEDULE IX 

FORM OF DIRECTOR AND EXECUTIVE OFFICER SUPPORT AGREEMENT 
 December     , 2012 
 CONFIDENTIAL 

Jacksonville Bancorp, Inc. 
 100 North Laura
Street 
 Suite 100 
 Jacksonville,
Florida 32202 
 Re: Director and Officer Support Agreement of Capital Raise 

In connection with the current offering (the “Offering”) by Jacksonville Bancorp, Inc. (the “Company”)
of its Mandatorily Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock, Series A, liquidation preference $1,000.00 per share (the “Convertible Preferred Stock”), the undersigned irrevocably agrees, and grants the Company
an irrevocable proxy coupled with an interest, to vote all shares of the Company’s common stock in favor of the following proposals: (i) the amendment of the Company’s amended and restated articles of incorporation (as amended, the
“Articles of Incorporation”) to increase the number of authorized shares of its common stock and to authorize a new class of nonvoting common stock; (ii) the issuance of shares of the Company’s voting common stock and
nonvoting common stock upon or resulting from the conversion of the Convertible Preferred Stock; (iii) the amendment to the 2008 Amendment and Restatement of the Jacksonville Bancorp, Inc. 2006 Stock Incentive Plan, as set forth in Schedule IV
to the Stock Purchase Agreement dated as of August 22, 2012, by and among the Company, The Jacksonville Bank and the various Investors signatory thereto; and (iv) authorization of an amendment to the Articles of Incorporation to effect a
reverse stock split of the outstanding shares of the Company’s common stock at a ratio of up to 1-for-20, in the sole discretion of the Company’s board of directors (proposals (i)-(iv), the “Proposals”), at any shareholder
meeting held following the Offering in which one or more of the Proposals are submitted to the Company’s shareholders for approval. 
  

					
	Yours very truly,
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

					
	 cc:    
	 	 Scott Clark
 Sandler O’Neill & Partners, L.P.
	 	


	








 SCHEDULE X 

FORM OF REGISTRATION RIGHTS AGREEMENT 
 [See Exhibit 10.2.]