Exhibit 10.7
    

    
      PURCHASE AND ASSUMPTION AGREEMENT
    

    
      This Purchase and Assumption Agreement (this “Agreement”) is made and
      entered into this 23 day of February, 2010, by and between HeritageBank
      of the South, a Georgia-chartered savings bank (“Purchaser”), and The
      Park Avenue Bank, a Georgia-chartered commercial bank (“Seller”).
    

    
      WHEREAS, Seller owns and operates branch facilities located at
      301 W. Fourth Street, Adel, Georgia 31620 (“Adel Branch”); 198 East
      Parker Street, Baxley, Georgia 31513 (“Baxley Branch”); 22 East Jarman
      Street, Hazlehurst, Georgia 31539 (“Hazlehurst Branch”); 335 South Main
      Street, Statesboro, Georgia 30459 (“Statesboro Branch 1”); and 726
      Northside Drive, Statesboro, Georgia 30458 (“Statesboro Branch 2”)
      (collectively, the “Branches”); and
    

    
      WHEREAS, Seller desires to sell and Purchaser agrees to acquire
      the Branches and, in that regard, Seller desires to sell and Purchaser
      desires to acquire certain assets relating to the Branches, all as set
      forth in this Agreement; and
    

    
      WHEREAS, Seller desires to assign to Purchaser and Purchaser
      desires to assume from Seller certain liabilities relating to the
      Branches, all as set forth in this Agreement.
    

    
      NOW THEREFORE, in consideration of the premises and the mutual
      promises, Seller and Purchaser agree as follows:
    

    
      ARTICLE I
PURCHASE AND SALE OF ASSETS AND
ASSIGNMENT
      AND ASSUMPTION OF LIABILITIES
    

    
      1.1       Purchase and Sale of
      Assets.  Upon the terms and subject to the conditions set forth
      in this Agreement, Seller shall sell, convey, assign, transfer and
      deliver to Purchaser, and Purchaser shall purchase and accept from
      Seller, the following assets relating to the Branches (the “Assets”):
    

    
      A.        Personal Property.  The
      personal property, including furniture, fixtures, equipment and fixed
      assets contained in and used primarily for the operation of each of the
      Branches as described in Schedule 1.1A hereto (the “Personal
      Property”).
    

    
      B.        Loans.  
    

    
      1.        All whole loans carried on the books and records of the
      Branches as of the close of business on January 31, 2010, relating to
      customer relationships at the Branches as listed on Schedule 1.1B.1(a)
      as prepared and delivered by Seller (the “Existing Loans”), including
      all related escrow accounts and other obligations and excluding:  (i)
      loans that are restructured, changed or modified after January 31, 2010,
      without Purchaser’s written consent; (ii) loans that are in foreclosure
      or are 30 days or more delinquent as of the third business day prior to
      the Closing Date (as defined in Section 1.7); and (iii) loans listed on Schedule
      1.1B.1(b) (“Excluded Loans”) as prepared and delivered by Purchaser
      within 15 business days of the date of this Agreement.  Schedule
      1.1B.1(a) shall provide the following information for each
      loan:  loan number and type, the borrower and outstanding principal
      balance on January 31, 2010.  Schedule 1.1B.1(b) shall
      identify the Excluded Loans by loan number and borrower.  Within five
      business days of receiving Schedule 1.1B.1(b), Seller shall
      prepare and provide to Purchaser a revised list of Existing Loans on Schedule
      1.1B.1(a) that excludes the Excluded Loans.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      2.        All additional loans originated and entered on the books and
      records of the Branches relating to customer relationships at the
      Branches from January 31, 2010, to the close of business on the day
      immediately before the Closing Date, but excluding loans that are 30
      days or more delinquent as of the third business day prior to the
      Closing Date (the “Interim Loans”).
    

    
      3.        For purposes of this Agreement, the Existing Loans and Interim
      Loans are collectively referred to as the “Purchased Loans.”  The
      Purchased Loans, together with interest accrued thereon but unpaid as of
      the close of business on the day immediately before the Closing Date
      (the “Accrued Loan Interest”), shall be purchased by Purchaser, subject
      to the put-back option described in Section 7.5N.  Seller will prepare
      for Closing Schedule 1.1B.3, which will provide the following
      information for the Purchased Loans: loan number and type, the borrower,
      outstanding principal balance and Accrued Loan Interest as of the close
      of business the day immediately before the Closing Date, which Schedule
      shall be current and made a part hereof as of the Closing Date.
    

    
      C.        Real Property.  The
      real property, and all improvements thereon, owned by Seller on which
      each of the Branches is located (the “Real Property”), which shall be
      sold and purchased pursuant to the terms detailed in Section 7.3 and Schedule
      1.1C.
    

    
      D.        Cash on Hand.  The
      cash on hand maintained at the Branch at the close of business on the
      day immediately preceding the Closing Date (the “Cash on Hand”).
    

    
      E.        Records, Etc.  All
      records, files, books of accounts and other original documents and
      instruments pertaining to the Assets being transferred and the Assumed
      Liabilities being assumed, as defined below.
    

    
      F.        Rights Relating
      to Assets.  Any statutory or common law right, title and
      interest in and related to the Assets that Seller may have and assign,
      including, without limitation, claims, causes of action, rights of
      recovery or set-offs, and credit of any kind or nature relating to the
      Assets (the “Rights”).
    

    
      1.2       Assignment and
      Assumptions of Liabilities. Upon the terms and subject to the
      conditions set forth in this Agreement, Seller shall assign to
      Purchaser, and Purchaser shall accept and assume from Seller, the
      following liabilities relating to the Branches, which liabilities
      Purchaser agrees to perform and discharge (the “Assumed Liabilities”),
      as follows:
    

    
      
        

        

      

      
        
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      A.        Account
      Liabilities.  All liabilities for payment of non-certificate
      deposits given an account number maintained at the Branches or assigned
      to the Branches in the ordinary course pursuant to Seller’s accounting
      system, including, without limitation, all savings accounts, money
      market deposit accounts, checking and NOW accounts and IRA savings
      accounts (except for IRA accounts transferred at the request of a
      depositor as provided in Section 4.2(A)), in each case as of the close
      of business on January 31, 2010 (the “Cut-Off Date Accounts”), all of
      which shall be listed in full on Schedule 1.2A.1 hereto (the
      “Account Balance”), together with any changes in the Cut-Off Date
      Accounts and all new non-certificate accounts from January 31, 2010,
      through the close of business on the day immediately before the Closing
      Date (the “Interim Accounts”) (the Cut-Off Date Accounts and Interim
      Accounts, in each case as of the close of business on the day
      immediately before the Closing Date are hereinafter collectively
      referred to as the “Accounts” or the “Account Liabilities”), in
      accordance with the terms of the agreements pertaining to such Accounts,
      together with interest accrued thereon but unpaid as of the close of
      business on the day immediately before the Closing Date (the “Accrued
      Account Interest”).  Said Account Liabilities and Accrued Account
      Interest shall be specified in Schedule 1.2A.2 to be prepared by
      Seller and be attached hereto and made a part hereof as of the Closing
      Date.
    

    
      B.        Certificate
      Liabilities.  All liabilities for payment of certificates of
      deposit, with a maturity of less than 45 days and given an account
      number maintained at the Branches or assigned to the Branches in the
      ordinary course pursuant to Seller’s accounting system (except for IRA
      certificates of deposit transferred at the request of a depositer as
      provided in Section 4.2(A)), in each case as of the close of business on
      January 31, 2010 (the “Cut-Off Certificates”), all of which shall be
      listed in full on Schedule 1.2B.1 hereto (the “Certificate
      Balance”), together with any changes in the Cut-Off Certificates with a
      maturity of less than 45 days from the month-end preceding the Closing
      Date and all new certificate accounts from January 31, 2010, through the
      close of business on the day immediately before the Closing Date with a
      maturity of less than 45 days from the month-end preceding the Closing
      Date (the “Interim Certificates”) (the Cut-Off Date Certificates and
      Interim Certificates in each case as of the close of business on the day
      immediately before the Closing Date are hereinafter collectively
      referred to as the “Certificates” or the “Certificate Liabilities”), in
      accordance with the terms of the agreements pertaining to such
      Certificates, together with interest accrued thereon but unpaid as of
      the close of business on the day immediately before the Closing Date
      (the “Accrued Certificate Interest”).  Said Certificate Liabilities and
      Accrued Certificate Interest shall be specified in Schedule 1.2B.2
      to be prepared by Seller and be attached hereto and made a part hereof
      as of the Closing Date.  All liabilities for payment of certificates of
      deposit given an account number maintained at the Branches or assigned
      to the Branches in the ordinary course pursuant to Seller’s accounting
      system that are not Certificate Liabilities or Accrued Certificate
      Interest shall remain with Seller.
    

    
      C.        Deposit
      Liabilities.  The Accounts and the Certificates shall be
      collectively referred to herein as the “Deposits.”  The Account
      Liabilities and Certificate Liabilities shall be collectively referred
      to herein as the “Deposit Liabilities.”  The Account Balance and
      Certificate Balance shall be collectively referred to herein as the
      “Deposit Balance.”  The Accrued Account Interest and the Accrued
      Certificate Interest shall be collectively referred to herein as the
      “Accrued Deposit Interest.”
    

    
      
        

        

      

      
        
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      D.        Contracts.  All
      obligations of Seller relating to the period on and after the Closing
      Date under any and all contracts relating to the operation of the
      Branches that are assignable by Seller to Purchaser are all listed on Schedule
      1.2D to this Agreement (the “Contracts”).
    

    
      1.3       Purchase Price.  The
      purchase price to be paid by Purchaser to Seller for the Assets acquired
      under this Agreement (the “Purchase Price”) shall be equal to the sum of
      the Book Value of the Personal Property, the Book Value of the Real
      Property, 99.0% of the unpaid principal owed on the Purchased Loans, the
      Accrued Loan Interest on the Purchased Loans and the amount of Cash on
      Hand.  Purchaser also shall assume the Deposit Liabilities, Accrued
      Deposit Interest and Contracts and shall pay a premium equal to the
      greater of $900,000 or 1.5% of the Account Liabilities (the “Account
      Premium”).  For purposes of this Agreement, “Book Value” means the net
      book value on the books and records of Seller in accordance with GAAP as
      of the month-end prior to the Closing Date.
    

    
      1.4       Transfer of Funds.  In
      connection with the acquisition by Purchaser of the Assets and the
      assumption by Purchaser of the Assumed Liabilities, Seller shall
      transfer to Purchaser by wire transfer of immediately available funds on
      the Closing Date (or the business day immediately before the Closing
      Date, if the Closing Date occurs on a day when the funds cannot be wired
      for same day reinvestment) in accordance with Section 1.7 (the “Transfer
      Payment”) an amount equal to:
    

    
      A.        the estimated amount of the Deposit Liabilities; plus
    

    
      B.        the estimated amount of the Accrued Deposit Interest; minus
    

    
      C.        the Book Value of the Personal Property; minus
    

    
      D.        the Book Value of the Real Property; minus
    

    
      E.        99.0% of the estimated unpaid principal amount of the
      Purchased Loans; minus
    

    
      F.        the estimated amount of the Accrued Loan Interest; minus
    

    
      G.        the amount of Cash on Hand; minus
    

    
      H.        the Account Premium; and
      plus or minus
    

    
      I.        the estimated amount of prorations, as provided for in Section
      1.6 hereof.
    

    
      
        

        

      

      
        
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      The parties agree that if the sum of subsections A through I is less
      than zero, Purchaser will transfer to Seller, in accordance with Section
      1.7, by wire transfer on the Closing Date (or the business day
      immediately before the Closing Date, if the Closing Date occurs on a day
      when funds cannot be wired for same day reinvestment), immediately
      available funds in the amount by which such sum is less than zero.  
    

    
      Seller shall prepare and deliver to Purchaser on and as of the third
      business day before the Closing Date a provisional closing statement to
      be executed by the parties for the calculation for the Transfer Payment
      on the form in Exhibit 1.
    

    
      1.5       Adjustment Payment
      Date.
    

    
      A.        On the 30th day after the Closing Date or such earlier date as
      may be agreed to by the parties (the “Adjustment Payment Date”), Seller
      shall deliver the following documents to Purchaser in order to determine
      the amount of any necessary adjustment to the Transfer Payment
      (“Adjusted Payment”):
    

    
      1.        A statement setting forth (a) the aggregate amount of Account
      Liabilities and the Accrued Account Interest thereon transferred to and
      assumed by Purchaser, calculated as of the close of business on the day
      immediately before the Closing Date; and (b) any corrections to the
      information contained in Schedule 1.2A.2 delivered to Purchaser
      on the Closing Date;
    

    
      2.        A statement setting forth (a) the aggregate amount of
      Certificate Liabilities and the Accrued Certificate Interest thereon
      transferred to and assumed by Purchaser, calculated as of the close of
      business on the day immediately before the Closing Date; and (b) any
      corrections to the information contained in Schedule 1.2B.2
      delivered to Purchaser on the Closing Date;
    

    
      3.        A statement of the Purchased Loans as of the close of business
      on the day immediately before the Closing Date, setting forth (a) the
      aggregate unpaid principal amount of such Purchased Loans and the
      Accrued Loan Interest and listing, for each such Purchased Loans, the
      name and address of the borrower, the unpaid principal amount thereof,
      interest rate thereon and the amount of the Accrued Loan Interest; and
      (b) any corrections to the information contained in the Schedule
      1.1B.3 delivered to Purchaser on the Closing Date;
    

    
      4.        A statement of the actual proration amounts to be paid in
      accordance with Section 1.6 hereof as of the start of business on the
      Closing Date; and
    

    
      5.        A final closing statement of any other required adjustments to
      determine the Adjusted Payment for execution by the parties on the form
      in Exhibit 2.
    

    
      
        

        

      

      
        
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                B.        If the final closing statement requires an Adjusted
      Payment, Seller or Purchaser, as the case may be, shall make the
      Adjusted Payment to the other party to correct any discrepancy between
      the amount of the Transfer Payment paid under Section 1.4 and the amount
      of the Adjusted Payment determined under this Section 1.5.  Seller shall
      provide Purchaser with the worksheets it used to calculate the
      Adjustment Payment. Any Adjustment Payment due to either party on the
      Adjustment Payment Date pursuant to this provision shall be paid to such
      party on the Adjustment Payment Date by the other party by wire transfer
      on the first business day immediately following the execution of the
      final closing statement by Purchaser and Seller and shall bear interest
      from and including the Closing Date to the date of payment at the
      effective federal funds rate as published daily by the Federal Reserve
      Bank of Atlanta for the dates involved.
    

    
      1.6       Prorations.  It
      is the intention of the parties hereto that Seller shall operate for its
      own account the business being transferred pursuant to this Agreement
      until the close of business on the day immediately before the Closing
      Date, and that Purchaser shall operate for its own account the business
      being transferred pursuant to this Agreement from and after the Closing
      Date.  Thus, except as otherwise specifically provided in this
      Agreement, items of income and expense allocable to the Assets and
      Assumed Liabilities shall be prorated as of the close of business on the
      day immediately before the Closing Date determined in accordance with
      GAAP, whether or not such adjustment would normally be made as of such
      time.  For purposes of this Agreement, items of proration and other
      adjustments shall include, but not be limited to; (i) personal property
      and real estate taxes; (ii) FDIC deposit insurance and FICO assessments
      (prorated in accordance with the number of days elapsed during the
      quarter in which the Closing Date occurs and taking into account
      applicable FDIC assessment rates for Purchaser); and (iii) other accrued
      expenses (including but not limited to those under the Contracts) and
      prepaid expenses (but only including prepaids that will inure directly
      to the benefit of Purchaser and excluding all others, such as by way of
      example, prepaid advertising) for the Branches.  Seller shall deliver to
      Purchaser a preliminary proration schedule as of the end of the month
      preceding the Closing Date to enable the parties to agree on the types
      of prorations to apply at Closing.
    

    
      1.7       Closing Date:
      Closing; Real Estate Transfer.  The consummation of the purchase
      and assumption transactions provided for in this Agreement (the
      “Closing”), shall occur (i) no later than 15 calendar days after receipt
      by the parties of all required regulatory approvals and all other
      approvals required by law or contract for consummation of the
      transactions provided for herein and lapse of all required waiting
      periods associated therewith (such date referred to hereinafter as the
      “Closing Date”), with a target date of May 17, 2010, or (ii) such other
      date as is mutually agreed upon by the parties hereto. In any event, the
      Closing Date may be extended to August 31, 2010, if regulatory approvals
      and waiting periods necessitate.  Delivery of the documents and
      instruments to be delivered by Seller and Purchaser, payment of the
      Transfer Payment by Seller or Purchaser, closing of the sale of the Real
      Property, and other transactions herein contemplated to take place
      concurrently with such deliveries, assumptions and payments, shall take
      place on the Closing Date at 8:00 a.m. (local time) at the offices of
      Seller in the State of Georgia (or at such other time and place as are
      agreed to by both parties), and all such transactions shall be deemed
      effective as of the close of business on the day immediately before the
      Closing Date; provided, however, that any payment to be made by either
      party to the other by wire transfer of immediately available funds on
      the Closing Date shall be made by wire transfer initiated prior to 10:00
      a.m. (local time) on the Closing Date (or on the business day
      immediately before the Closing Date, if the Closing Date occurs on a day
      when funds cannot be wired for same day reinvestment).  Any deliveries,
      conveyances, assignments or transfers required under this Agreement,
      other than the foregoing, shall be made at the time and date specified
      in this Agreement (and where no time is specified, on or before the
      start of business on the date specified) and in the manner and place
      specified in this Agreement (where not specified, in the manner and
      place as reasonably requested in writing by the party that is to receive
      such delivery, conveyances, assignment or transfer).  
    

    
      
        

        

      

      
        
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      1.8       Limitations On
      Assumption of Liabilities.  The parties agree that Purchaser
      shall assume only the Assumed Liabilities.  Purchaser assumes no other
      liabilities of Seller or Seller's banking operations.
    

    
      ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
    

    
      Seller hereby makes the following representations and warranties to
      Purchaser:
    

    
      2.1       Corporate Organization.  Seller
      is a Georgia-chartered commercial bank duly organized and existing under
      the laws of the State of Georgia and a member bank of the Federal
      Reserve Bank of Atlanta.  Seller possesses full corporate power and all
      necessary approvals to own and operate the Branches and to carry on its
      business as presently owned, operated, and conducted by it.  Seller’s
      deposit liabilities are insured by the FDIC to the fullest extent
      permitted under federal law.  No proceedings for the termination or
      revocation of such insurance are pending or to Seller's knowledge
      threatened.  Except as disclosed to Purchaser in Disclosure
      Schedule 2.1, Seller is not currently under any cease and desist
      order by or written agreement with any regulatory agency, nor to
      Seller's knowledge is any such action threatened that would preclude
      Seller from entering into or consummating this Agreement.
    

    
      2.2       Corporate Authority
      and Action.  Seller has full right, power and authority to sell,
      convey, assign, transfer and deliver the Assets and the Assumed
      Liabilities to Purchaser and to otherwise fully perform Seller's
      obligations under this Agreement, subject however to (i) Seller’s
      receipt of and compliance with all required regulatory approvals and
      (ii) compliance by Purchaser with all of its obligations under this
      Agreement.  Seller has full right, power and authority to execute and
      deliver this Agreement and each of the documents and instruments
      contemplated hereby.  This Agreement, and each such other document and
      instrument, constitutes a valid and binding obligation of Seller
      enforceable against Seller in accordance with its terms except as the
      same may be limited by bankruptcy, insolvency, reorganization, or other
      laws relating to or affecting the enforcement of creditors' rights
      including, without limitation, the avoidance powers of the FDIC pursuant
      to the Federal Deposit Insurance Act and except as courts of equity may
      limit certain remedies such as specific performance.  This Agreement and
      the transactions contemplated hereby have been approved by the Board of
      Directors of Seller and, except as set forth herein, no other corporate
      or member action is required on the part of Seller relating to this
      Agreement and the transactions contemplated hereby.
    

    
      
        

        

      

      
        
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      2.3       No Default Effected.  The
      execution and delivery of this Agreement by Seller and the consummation
      by Seller of the transactions contemplated hereby, subject to the
      fulfillment of the terms and compliance with the provisions hereof and
      all regulatory approvals, will not conflict with, or result in the
      breach of, or a default (or an occurrence which, with the lapse of time
      or action by a third party, could result in a breach or default) with
      respect to (i) any of the terms, conditions, or provisions of any laws
      applicable to Seller, or of the charter or bylaws of Seller; (ii) any
      agreement or other instrument to which Seller is a party or is subject,
      or by which Seller or any of its properties or assets are bound; or
      (iii) to Seller’s knowledge, any order, judgment, injunction, decree,
      directive, or award of any court, arbitrator, government agency, or
      public official by which Seller is bound.
    

    
      2.4       Brokers.  Except
      as disclosed to Purchaser in Disclosure Schedule 2.4, all
      negotiations relative to this Agreement and the transactions
      contemplated hereby have been carried on by Seller without the
      assistance of any other person acting on behalf of Seller, in such
      manner as to give rise to any valid claim by any person against Seller
      or Purchaser for reimbursement of expenses or a finder's fee, brokerage
      commission, or other similar payment, and Seller shall pay all
      commissions, fees, costs and expenses, directly or indirectly, due any
      such person and indemnify Purchaser against all commissions, fees,
      costs, expenses, or other similar payments in connection therewith.
    

    
      2.5       Litigation.  There
      are no actions, causes of action, claims, suits or proceedings, pending
      or, to Seller's knowledge, threatened, against Seller affecting the
      Branches, the Assets or the Assumed Liabilities whether at law, in
      equity or before or by a governmental department, commission, board,
      bureau, agency or instrumentality, domestic or foreign, and to Seller's
      knowledge, there are no unresolved disputes under any written or oral
      agreement, whether express or implied, to which Seller is a party or by
      which it is bound that would adversely affect the Branches, the Assets,
      the Assumed Liabilities or the transactions contemplated hereby, and
      Seller has no knowledge of any state of facts or the occurrence of any
      event which would form the basis for any claim that would adversely
      affect the Branches, the Assets, the Assumed Liabilities or the
      transactions contemplated hereby.
    

    
      2.6       Deposits.  The
      Deposits are insured by the FDIC to the fullest extent permitted under
      federal law.  The Deposits (i) are in all respects genuine and
      enforceable obligations of Seller and have been acquired and maintained
      in full material compliance with all applicable laws, including (but not
      limited to) the Truth in Savings Act and regulations promulgated
      thereunder; (ii) were acquired in the ordinary course of Seller's
      business; and (iii) are not subject to any claims that are superior to
      the rights of persons shown on the records delivered to Purchaser
      indicating the owners of the Deposits, other than claims against such
      Deposit owners, such as state and federal tax liens, garnishments, and
      other judgment claims, which have matured or may mature into claims
      against the respective Deposits.
    

    
      
        

        

      

      
        
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      2.7       Title to Assets.  Seller
      has good and marketable title to the Assets, and complete and
      unrestrictive power to sell, transfer and assign the Assets to Purchaser
      subject to the receipt of all required regulatory approvals and free and
      clear of any and all claims, liens, encumbrances or rights of third
      parties, other than the Permitted Exceptions (as defined in
      Schedule1.1C).  Seller has no knowledge of any physical defects in, or
      damage to, any of the Real Property or Personal Property, reasonable
      wear and tear excepted, other than such as would be discovered upon a
      due diligence inspection.  However, Seller makes no other representation
      relating to the physical condition of the Real Property or the Personal
      Property.  The Personal Property and the Real Property, except as
      otherwise expressly stated herein, including Section 4.10 and Schedule
      1.1C, shall be conveyed in “AS IS” condition without any
      representation as to (i) the suitability for any particular purpose,
      (ii) habitability, merchantability, marketability or profitability,
      (iii) value, nature, quality or condition, (iv) manner of quality of the
      construction or the materials incorporated into the improvements located
      on the Real Property, and (v) manner, quality, state of repair or lack
      of repair, of the Real Property and the improvements located thereon.
    

    
      2.8       Loans.  All
      notes and other evidences of indebtedness in favor of Seller in
      connection with the Purchased Loans, including, without limitation, any
      and all security agreements, guarantees, mortgages and other collateral
      documents accompanying the same, are correct in amount, genuine as to
      signatures of the makers, endorsers or signatories thereof or thereto,
      were given for a valid consideration and represent binding claims
      against such makers, endorsers or signatories for the full amount shown
      on the books and records of Seller.  All of the Purchased Loans have
      been made by Seller in accordance with Board of Director-approved loan
      policies.  Seller holds the Purchased Loans for its own benefit and no
      other person has any rights in the Purchased Loans.  The secured
      Purchased Loans include perfected liens having the priority indicated by
      their terms, subject, as of the date of recordation or filing of
      applicable security instruments, only to such exceptions as are
      discussed in attorneys’ opinions regarding title or in title insurance
      policies in the loan files relating to Purchased Loans secured by real
      property or are not material as to the collectability of such
      loans.  All of the Purchased Loans are with full recourse to the
      borrowers and guarantors, if any, and Seller has not taken any action
      that would result in a waiver or negation of any rights or remedies
      available by it against any borrower or guarantor, if any, on any
      Purchased Loan.  All applicable remedies against all borrowers and
      guarantors are enforceable, except as such enforcement may be limited by
      general principles of equity whether applied in a court of law or a
      court in equity and by bankruptcy, insolvency, fraudulent conveyance,
      and similar laws affecting creditors’ rights and remedies
      generally.  Seller has fulfilled in all material respects its
      contractual responsibilities and duties as servicer of the Purchased
      Loans and has complied in all material respects with its duties as
      required under applicable regulatory requirements.  Seller has properly
      perfected or caused to be properly perfected all liens or other
      interests in any collateral securing any secured Purchased Loan.  The
      loan file for each Purchased Loan (i) substantially complies with the
      recordkeeping requirements of Seller’s primary bank regulator; and (ii)
      contains all documents, instruments and other information reasonably
      necessary or appropriate to (a) comply with the underwriting
      requirements applicable thereto and/or (b) enforce the rights of Seller
      under the notes, other evidences of indebtedness, security agreements,
      guaranties, mortgages and other collateral documents in favor of Seller
      in connection with such Loan.
    

    
      2.9       Proceedings Relating
      to Branches and Real Property.  To Seller’s knowledge, no
      proceedings to take all or any part of the premises of the Branches or
      the Real Property by condemnation or right of eminent domain are pending
      or, to Seller's knowledge, threatened.  To Seller’s knowledge, Seller’s
      use of the Branches and Real Property are not, and no complaints have
      been received by Seller that Seller is, in a violation of applicable
      building, zoning, platting, subdivision, use, safety, building, energy
      and environmental or similar laws, ordinances, regulations and
      restrictions.  The Branches and Real Property are serviced by utilities
      reasonably necessary for effective operation as presently used for a
      financial institution branch office.
    

    
      
        

        

      

      
        
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      2.10      Contracts and Agreements.  A
      true and complete copy of each Contract to be assumed by Purchaser is
      included in Schedule 1.2B.  Each Contract is valid and
      enforceable according to its terms, Seller is not in material default
      under any Contract and there has been no event which, with notice or the
      lapse of time, or both, would constitute a material default under any
      Contract by Seller including, but not limited to, the consummation of
      the transactions contemplated by this Agreement.
    

    
      2.11      Compliance with Laws. Insofar
      as it may affect the transactions contemplated by this Agreement, to
      Seller’s knowledge, Seller is in material compliance with all laws
      applicable to the operation of its business as presently conducted at
      the Branches, specifically including, without limitation, compliance
      with all regulations concerning truth-in-savings, consumer protection,
      occupational safety, civil rights, and labor and/or employment laws.
    

    
      2.12      Governmental Reporting.  Seller
      has timely filed all applicable reports, returns and filing information
      data required to be filed with any and all federal and state banking
      authorities and any and all other governmental authorities and
      regulatory agencies.  For all completed calendar years, Seller has duly
      and timely sent to each owner of a Deposit all required Form 1099s.
    

    
      2.13      Environmental Matters.  There
      is no material legal, administrative, arbitral or other proceeding,
      claim, action, cause of action or governmental investigation pending
      nor, to Seller's knowledge, is threatened which seeks to impose on
      Seller in connection with the Real Property any liability arising under
      any environmental laws.  Seller is not subject to any agreement, order,
      judgment, decree or memorandum by or with any court, regulatory agency
      or third party imposing any such liability with respect to the Real
      Property.  To Seller’s knowledge, there are no environmental conditions
      such as use of the Real Property as a landfill or for storage of above
      ground or under ground storage tanks, discharges or emissions or
      releases of hazardous materials present at, on, under, or above the Real
      Property, which constitute a material violation of any environmental
      laws.
    

    
      2.14      Taxes.  Seller
      shall be entitled to the tax deduction (to the extent permitted by
      applicable law) for the accrued interest on the Deposit Liabilities
      prior to the Closing Date.  As of the Closing Date, the Deposit
      Liabilities shall not be subject to any tax liens or levies of any kind
      relating to obligations of Seller.
    

    
      2.15      Real Property.  There
      are no leases, subleases, licenses or similar agreements permitting any
      party to lease, use or occupy space in or on the Real Property, except
      for the Permitted Exceptions.  There are no outstanding options to
      purchase or similar agreements with respect to the Real Property.
    

    
      2.16      Employees.  Schedule
      2.16 lists the names of all employees at the Branches (“Employees”),
      their full-time or part-time status (including approximate hours per
      week), their job description and/or title, their compensation and
      benefits, any written or oral agreements with them, and their hire
      dates.  
    

    
      
        

        

      

      
        
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      2.17      Appointment of IRA Trustee
      or Custodian.  Subject to not receiving contrary instructions
      from the customers, Seller has sole authority to appoint a successor
      trustee or custodian for all IRA Accounts and Certificates (including
      SEP IRA, SIMPLE IRA and other retirement accounts over which Seller
      serves as trustee or custodian) included in the Assumed Liabilities.
    

    
      2.18      Limitation on Warranties.  EXCEPT
      AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS
      ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASSETS
      BEING TRANSFERRED OR LIABILITIES BEING ASSUMED BY PURCHASER, INCLUDING,
      WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF
      FITNESS FOR A PARTICULAR PURPOSE.    
    

    
      ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
    

    
      Purchaser hereby makes the following representations and warranties to
      Seller:
    

    
      3.1       Corporate Organization.
      Purchaser is a state-chartered savings bank duly organized and
      existing under the laws of the State of Georgia and possesses full
      corporate power and all necessary approvals to own and operate its
      properties and to carry on its business as presently owned, operated and
      conducted by it.  Purchaser's deposit accounts are insured by the FDIC
      to the fullest extent permitted under federal law.  No proceedings for
      the termination or revocation of such insurance are pending or to
      Purchaser's knowledge threatened, and Purchaser is not currently under
      any cease and desist order by any regulatory agency nor to Purchaser's
      knowledge is any such action threatened which would preclude Purchaser
      from entering into or consummating this Agreement.
    

    
      3.2       Corporate Authority
      and Action.  Purchaser has full right, power and authority to
      acquire the Assets and assume the Assumed Liabilities from Seller and to
      otherwise fully perform Purchaser's obligations under this Agreement,
      subject however, to (i) Purchaser’s receipt of and compliance with all
      required regulatory approvals and (ii) compliance by Seller with all of
      its obligations under this Agreement.  Purchaser has full right, power
      and authority to execute and deliver this Agreement and each of the
      documents and instruments contemplated hereby.  This Agreement, and each
      such other document and instrument, constitutes a valid and binding
      obligation of Purchaser enforceable against Purchaser in accordance with
      its terms except as the same may be limited by bankruptcy, insolvency,
      reorganization, or other laws relating to or affecting the enforcement
      of creditors' rights including, without limitation, the avoidance powers
      of the FDIC pursuant to the Federal Deposit Insurance Act and except as
      courts of equity may limit certain remedies such as specific
      performance.  This Agreement and the transactions contemplated hereby
      have been approved by the Board of Directors of Purchaser and, except as
      set forth herein, no other corporate or shareholder action is required
      on the part of Purchaser relating to this Agreement and the transactions
      contemplated hereby.
    

    
      
        

        

      

      
        
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      3.3       No Default Effected.  The
      execution and delivery of this Agreement by Purchaser and the
      consummation by Purchaser of the transactions contemplated hereby,
      subject to the fulfillment of the terms and compliance with the
      provisions hereof and all regulatory approvals, will not conflict with,
      or result in the material breach of, or a material default (or an
      occurrence which, with the lapse of time or action by a third party,
      could result in a breach or default) with respect to (i) any of the
      terms, conditions or provisions of any laws applicable to Purchaser, or
      of the charter or bylaws of Purchaser; (ii) any agreement or other
      instrument to which Purchaser is a party or is subject or by which
      Purchaser or any of its properties or assets are bound; or (iii) any
      order, judgment, injunction, decree, directive, or award of any court,
      arbitrator, government agency or public official by which Purchaser is
      bound.
    

    
      3.4       Brokers.  Negotiations
      relative to this Agreement and the transactions contemplated hereby have
      been carried on by Purchaser without the assistance of any other person
      acting as Purchaser’s broker.  Purchaser shall pay all commissions,
      fees, costs and expenses, directly or indirectly, due any such person
      acting as Purchaser’s broker and indemnify Seller against all
      commissions, fees, costs, expenses, or other similar payments in
      connection therewith.
    

    
      3.5       Litigation.  There
      are no actions, causes of action, claims, suits, or proceedings, pending
      or, to Purchaser's knowledge, threatened, against Purchaser which would
      adversely affect the transactions contemplated by this Agreement,
      whether at law, in equity or before or by a governmental department,
      commission, board, bureau, agency, or instrumentality, domestic or
      foreign, and to Purchaser's knowledge, there are no unresolved disputes
      under any written or oral agreement, whether express or implied, to
      which Purchaser is a party or by which it is bound that would adversely
      affect the transactions contemplated hereby, and Purchaser has no
      knowledge of any state of facts or the occurrence of any event which
      could form the basis for any claim which would adversely affect the
      transactions contemplated hereby.
    

    
      3.6       Compliance with Law.  Insofar
      as it may affect the transactions contemplated by this Agreement,
      Purchaser is in material compliance with all laws applicable to the
      operation of its business.
    

    
      ARTICLE IV
AGREEMENTS PENDING CLOSING
    

    
      4.1       Regulatory Approval
      and Standards.  Purchaser shall file an application with the
      FDIC and the Georgia Department of Banking and Finance within 20 days
      after the date hereof, seeking requisite approval of or authority to
      effect the transactions contemplated hereby. Purchaser shall provide
      Seller with a copy of the draft application at least two business days
      before the anticipated filing date.  Purchaser’s obligation to file the
      applications is extended to within three business days of receiving
      Seller’s clearance to file and executed signature page for the FDIC
      application.  Purchaser shall furnish Seller with copies of the final
      applications (except for the confidential portions thereof) and any
      amendments, as well as each material notice, order, opinion or other
      item of correspondence received by Purchaser from such regulatory agency
      with respect to such application which do not contain confidential
      information. Seller shall file any required applications or notices with
      the Federal Reserve Bank of Atlanta and the Georgia Department of
      Banking and Finance respecting the sale of the Branches within 20 days
      of the date hereof.  Seller shall provide Purchaser with a copy of its
      draft filings at least two business days before the anticipated filing
      date.  Seller’s obligation to file the applications or notices is
      extended to within three business days of receiving Purchaser’s
      clearance to file.
    

    
      
        

        

      

      
        
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      4.2       Notification of
      Customers.  Purchaser and Seller shall take such actions
      required by law or regulation to notify customers, creditors or
      depositors of the Branches of the transfers and assumptions to be
      effected pursuant to this Agreement.  Purchaser and Seller shall work
      together to develop the contents of any such notifications and shall
      issue any such notifications, at Seller’s expense, after all regulatory
      approvals have been obtained (or as otherwise mutually agreed to by the
      parties or required by applicable laws and regulations) but prior to the
      Closing.  The following specific notifications shall be provided:
    

    
      A.        Seller shall provide Purchaser with copies of all of its IRA
      Account and Certificate forms (including SEP IRA Accounts, SIMPLE IRA
      accounts and any other type of retirement account for which Seller
      serves as custodian or trustee) currently in place within five business
      days of the date of this Agreement.  Within such period prior to the
      Closing Date as is required by applicable law or regulation or the
      account forms, Seller will, at its sole cost and expense, notify the
      depositors who maintain IRA Accounts and Certificates at the Branches of
      Seller’s intent to resign as custodian or trustee for all IRA Accounts
      and Certificates as of Closing and to appoint Purchaser as successor
      custodian or trustee and the discharge and release of Seller from all
      liabilities as custodian or trustee from and after the effective time of
      its resignation.  Purchaser will accept such appointment as successor
      custodian or trustee, unless the customer objects in writing to such
      appointment or to Purchaser's master IRA agreement.  It is agreed that
      Seller is required to notify each such depositor only once, which
      notification will be by means of a letter approved by Purchaser, which
      approval shall not be unreasonably withheld, and accompanied by all
      appropriate forms and documents necessary to effect such replacement and
      release and to adopt Purchaser's master agreement.  The IRA Account or
      Certificate of any customer not accepting the appointment of Purchaser
      and Purchaser's master plan will not be included in the Deposit
      Liabilities.
    

    
      B.        Purchaser shall be permitted to contact customers of the
      Branches who have repurchase agreements with Seller up to 30 days prior
      to the Closing Date to inform them of the transactions contemplated by
      this Agreement and to invite them to enter into a similar repurchase
      agreement with Purchaser on or after the Closing Date with a
      contemporaneous termination of the repurchase agreement with
      Seller.  Seller shall assist Purchaser and Seller’s repurchase agreement
      customers who choose to enter into a repurchase agreement with Purchaser
      by: (i) terminating its repurchase agreement with a customer
      contemporaneously with that customer entering into a repurchase
      agreement with Purchaser, if directed to do so by the customer; (ii)
      forwarding funds related to that termination to Purchaser, if directed
      to do so by the customer; and (ii) providing contact information for its
      repurchase agreement customers to Purchaser 30 days before the Closing
      Date.
    

    
      
        

        

      

      
        
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      C.        Purchaser also shall be permitted to send or publish welcome
      letters and other marketing and instructional materials to all customers
      of the Branches relating to the transactions contemplated by this
      Agreement.  Seller shall assist Purchaser in such endeavor by providing
      customer contact information and shall have the right to approve such
      materials in advance, which approval shall not be unreasonably withheld.
    

    
      4.3       Employment of
      Existing Employees.  
    

    
      A.        Seller shall terminate the Employees to be effective as
      of the close of business on the business day before the Closing
      Date.  Purchaser agrees to extend offers of at-will employment to the
      Employees to be effective at the start of business on the Closing
      Date.  Purchaser’s employment offers shall provide the Employees with
      the same or similar benefits as Purchaser offers to Purchaser's other
      employees that are similarly situated in terms of their position and
      longevity including service at Seller as provided in Section
      7.4.  Seller shall be responsible for payment of all salaries, benefits
      and accrued leave of the Employees prior to the Closing Date.  Purchaser
      shall have no liability or obligation to the Employees relating to their
      employment by Seller.  Seller shall indemnify Purchaser for any damages,
      losses and expenses (including reasonable attorney fees) incurred by
      Purchaser resulting from employment claims by the Employees against
      Purchaser relating to Seller's actions with respect to such employees
      prior to termination of employment, as required by this Section
      4.3.  Purchaser shall indemnify Seller for any damages, losses and
      expenses (including reasonable attorney fees) incurred by Seller
      resulting from employment claims by the Employees against Seller
      relating to Purchaser's actions with respect to such Employees from and
      after the Closing Date.
    

    
      B.        Purchaser and Seller agree that Seller shall not
      deliver any notice to the Employees pursuant to the Worker Adjustment
      and Retaining Act, as amended (the “WARN Act”).  Purchaser further
      agrees that it shall be responsible for providing a timely notification
      if required by the WARN Act for any employee terminations or layoffs
      following the Closing Date.  Purchaser shall indemnify, hold harmless
      and defend Seller from and against any and all claims, lawsuits, costs
      (including reasonable attorney’s fees) and liabilities suffered by
      Seller as a result of any failure to give any notice to the Employees
      pursuant to the WARN Act.
    

    
      4.4       Operations.
    

    
      A.        No later than 30 days prior to the Closing Date, Seller
      shall supply such information as is reasonably necessary for Purchaser
      to conduct the data conversion needed for the Assets and Assumed
      Liabilities from Seller's data processing system to Purchaser's data
      processing system.  In addition, Seller shall supply the services of
      certain of Seller's personnel for a reasonable period of time not to
      exceed 80 hours during Seller’s normal business hours to assist
      Purchaser in such conversion.
    

    
      B.        Purchaser shall use its best efforts at its expense to
      convert operations to its own data processing system on the Closing
      Date.  Purchaser shall be solely responsible for the cost of such
      conversion.  If Purchaser will be unable to effect the data processing
      conversion on the Closing Date, Purchaser shall notify Seller at least
      30 days before the Closing Date, and the parties shall enter into a
      agreement providing for Seller conducting the data processing services
      for a price agreed to by the parties.  
    

    
      
        

        

      

      
        
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      C.        All of Seller's Branch ATM/Debit/POS Cards and on-line
      account relationships with customers of the Branches shall be terminated
      as of 12:01 a.m. on the Closing Date.
    

    
      4.5       Real Property.  The
      parties shall comply with the covenants and conditions respecting the
      sale of the Real Property included in Section 7.3 and Schedule 1.1C.
    

    
      4.6       Sales and Transfer
      Taxes.  Except for such taxes and assessments relating to the
      transfer of the Real Property, Purchaser and Seller agree that no sales
      or transfer tax is due on this transaction because it is not in the
      ordinary course of business of either Purchaser or Seller; however, in
      the event that a sales or transfer tax is imposed by a governmental
      authority having jurisdiction to impose such a tax, Seller shall be
      responsible for the full and timely payment of same and shall indemnify
      and hold harmless Purchaser for the amount of any such taxes due, and
      from any expenses, fines, penalties, fees, costs, or other damages
      resulting from the imposition of such tax or for any failure to make
      timely payment thereof.  Seller shall indemnify Purchaser and hold
      Purchaser harmless for the amount of any taxes attributable to Seller’s
      operations prior to the Closing Date, and from any expenses, fines,
      penalties, fees, costs or other damages resulting from the imposition of
      such tax or for any failure to make timely payment thereof provided that
      Purchaser promptly notifies Seller of same.  Purchaser shall indemnify
      Seller and hold Seller harmless for the amount of any taxes attributable
      to Purchaser’s operations from and after the Closing Date and from any
      expenses, fines, penalties, costs or other damages resulting from the
      imposition of such tax provided that Seller promptly notifies Purchaser
      of same.
    

    
      4.7       Bulk Sales Act
      Indemnity.  Seller shall promptly pay when due all its creditors
      in order to avoid any claim by any such creditor against Purchaser or
      any of the Assets by virtue of the transactions contemplated by this
      Agreement or any bulk transfer provisions under applicable law.  Seller
      hereby agrees to indemnify and hold Purchaser harmless from any
      liability, loss or damage arising from failure of any applicable bulk
      transfer law to be satisfied or from Seller's failure to perform this
      covenant.
    

    
      4.8       Negative Operating
      Covenants.  Except as may be required by regulatory authorities,
      Seller shall not, without the prior written consent of Purchaser: (i)
      transfer to Seller's other banking facility any of the deposit
      liabilities maintained at the Branches, except upon the unsolicited
      request of a depositor in the ordinary course of business; (ii) transfer
      to the Branches any of the deposits domiciled at its other banking
      facilities except upon the unsolicited request of a depositor in the
      ordinary course of business; (iii) transfer, assign, encumber or
      otherwise dispose of or enter into any contract, agreement or
      understanding to transfer, assign, encumber or otherwise dispose of any
      of the Assets; (iv) enter into any contract, commitment, or other
      transaction relating to the Branches, except for deposit-taking and
      lending activities in the ordinary course of business consistent with
      past practices; (v) offer interest rates on any deposit liabilities at
      the Branches in excess of those interest rates paid on similar deposits
      at Seller's other banking facilities; or (f) alter its current
      advertising or marketing programs at the Branches in any material
      respect, other than as part of a general advertising or marketing
      campaign implemented by Seller company-wide.
    

    
      
        

        

      

      
        
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      4.9       Affirmative Operating
      Covenants.  Seller shall use commercially reasonable efforts to
      (i) cause the Deposits to be equal to or greater than the Deposit
      Balance, (ii) preserve the goodwill of customers and others doing
      business with the Branches and (iii) cause the Employees to continue
      their employment with Purchaser on and after the Closing Date.
    

    
      4.10      Damage or Destruction of
      Personal or Real Property.  If prior to Closing there
      is any damage to or destruction or theft of the Personal Property or
      Real Property, or either Purchaser or Seller receives or obtains written
      notice of any proceeding that affects the Personal Property or Real
      Property, then Purchaser shall be entitled to receive and will be
      assigned (i) all insurance proceeds payable with respect to the damage,
      destruction or theft of the Personal Property or Real Property with
      Seller paying over to Purchaser any deductible under the applicable
      insurance policies up to the Book Value of such insurance policy
      proceeds with any excess retained by Seller; and (ii) any award or
      payment received in connection with any proceeding concerning the
      Personal Property or Real Property, including any condemnation or
      eminent domain proceedings up to the Book Value of such insurance policy
      proceeds with any excess retained by Seller.  
    

    
      4.11      Assistance in Obtaining
      Regulatory Approvals.  Purchaser and Seller shall exercise their
      best efforts to obtain any required regulatory approvals.  Seller agrees
      to use all reasonable efforts to assist Purchaser in obtaining all
      regulatory approvals necessary to complete the transactions contemplated
      hereby.  Seller will provide to Purchaser and to the appropriate
      regulatory authorities all information reasonably required of Seller to
      be submitted by Purchaser in connection with such approvals.  Purchaser
      will provide to Seller and to the appropriate regulatory authorities all
      information reasonably required of Purchaser to be submitted by Seller
      in connection with such approvals.
    

    
      4.12      Other Relationships.  Except
      for the deposit relationships being transferred by Seller to Purchaser,
      as of the Closing Date neither Seller nor any of its affiliates will
      have any other business relationship with any holders of Deposits or
      borrowers of Purchased Loans, except for outstanding deposit or loan
      relationships at other banking offices of Seller.
    

    
      4.13      No Breach.  Neither
      Seller nor Purchaser shall take or fail to take any action, that taking
      or failure would cause or constitute a breach or would, if it had been
      taken or failed to be taken prior to the date hereof, have caused or
      constituted a breach, of any of the applicable representations and
      warranties set forth in the Agreement or the covenants of each of Seller
      and Purchaser set forth in this Agreement.  Seller and Purchaser will
      each, in the event of, or promptly after becoming aware of the
      occurrence of, or the impending or threatened occurrence of, any event
      that would cause or constitute a breach or would, if it had occurred
      prior to the date hereof, have caused or constituted a breach of any of
      the applicable representations and warranties set forth in the Agreement
      or the covenants of Seller or Purchaser set forth in this Agreement, or
      which may result in the non-satisfaction of any condition set forth in
      Section 8.1 or 8.2 hereof, promptly give detailed notice thereof to the
      other party.  Seller or Purchaser, as the case may be, will use its
      respective commercially reasonable efforts to prevent or promptly to
      remedy such breach or failure, to perform such covenant or to satisfy
      such condition.
    

    
      
        

        

      

      
        
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      ARTICLE V
DOCUMENTS TO BE DELIVERED TO SELLER
    

    
      At or prior to the Closing, Purchaser shall deliver the following
      documents to Seller:
    

    
      5.1       Certified copies of resolutions of the Board of
      Directors of Purchaser approving and authorizing the execution, delivery
      and performance of this Agreement and any other documents required to be
      executed and delivered by Purchaser hereunder;
    

    
      5.2       Evidence of requisite regulatory approval for Purchaser
      to consummate the transactions contemplated hereby;
    

    
      5.3       An Instrument of Transfer, Assignment and Assumption,
      in the form in Exhibit 3, whereby Purchaser assumes and agrees to
      pay or perform the Assumed Liabilities; and
    

    
      5.4       All documents and other instruments as may be required
      to be delivered by Purchaser pursuant to the terms of the sale of the
      Real Property in Schedule 1.1C.
    

    
      ARTICLE VI
DOCUMENTS TO BE DELIVERED TO PURCHASER
    

    
      At or prior to the Closing, Seller shall deliver the following documents
      to Purchaser:
    

    
      6.1       A statement setting forth the aggregate amount of
      Account Liabilities and Accrued Account Interest thereon to be
      transferred to and assumed by Purchaser, as of the opening of business
      five business days prior to the Closing Date;
    

    
      6.2       A statement setting forth the aggregate amount of
      Certificate Liabilities and Accrued Certificate Interest thereon to be
      transferred to and assumed by Purchaser, as of the opening of business
      five business days prior to the Closing Date;
    

    
      6.3       A listing of the Purchased Loans, as of the opening of
      business five business days prior to the Closing Date, setting forth the
      aggregate unpaid principal amount of such Purchased Loans and Accrued
      Loan Interest thereon and listing, for each Purchased Loan, the name and
      address of the borrower, the unpaid principal amount thereof, interest
      rate thereon and the amount of accrued but unpaid interest owing in
      regard thereto, the amount of escrows held by Seller with respect
      thereto, if any, and such other information as may be necessary for
      Purchaser to establish accounts therefore;
    

    
      6.4       A statement of the Cash on Hand as of the close of
      business on the business day prior to the Closing Date and of the
      estimated proration amounts determined in accordance with Section 1.6
      hereof;
    

    
      
        

        

      

      
        
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      6.5       All records, files and documents of the Branches
      relating to the Deposit Liabilities and Purchased Loans to be assumed or
      purchased by Purchaser, including, but not limited to, signature cards,
      applications, certificates, notes, security agreements, pledge
      agreements, and properly executed assignments and endorsements with
      respect thereto, and actual physical possession of the Branches;
    

    
      6.6       All material consents reasonably necessary to authorize
      the transfer and assignment to Purchaser of, or the substitution of
      Purchaser for, Seller under all material Contracts (without any material
      alterations required by any third party and preserving for Purchaser all
      material rights and privileges thereunder);
    

    
      6.7       Certified copies of resolutions of the Board of
      Directors of Seller approving and authorizing the execution, delivery
      and performance of this Agreement and any other documents required to be
      executed and delivered to Seller hereunder;
    

    
      6.8       A provisional closing statement in the form in Exhibit
      1 for execution by the parties;
    

    
      6.9       A listing of the Deposits as of the close of business
      five business days prior to the Closing Date (the “Deposit Listing”) on
      hard copy or utilizing such other method of information transfer as the
      parties shall have agreed, which Deposit Listing shall include, for each
      Deposit, the name and address of the owner thereof, the account number,
      the principal balance, the accrued interest, the maturity date, if any,
      the interest rate, the tax identification number, and such other
      information as may be necessary for Purchaser to establish accounts
      therefore;
    

    
      6.10      An Instrument of Transfer, Assignment and Assumption in
      the form in Exhibit 3, and such other instruments of transfer
      reasonably requested by Purchaser as necessary to transfer good and
      marketable title to the Assets (other than the Real Property) free and
      clear of all claims, encumbrances and rights of third parties;
    

    
      6.11      All documents and other instruments as may be required
      to be delivered by Seller pursuant to the terms of the sale of Real
      Property in Schedule 1.1C; and
    

    
      6.12      Two executed instruments of transfer with respect to
      the transfer of the trusteeship or custodianship of IRA Accounts and
      Certificates included in the Deposit Liabilities in the form of Exhibit
      4.
    

    
      
        

        

      

      
        
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      ARTICLE VII
POST-CLOSING MATTERS
    

    
      7.1       Information In Usable
      Form.  Promptly following the Closing, Purchaser and Seller will
      use reasonable efforts to cause all information concerning the Purchased
      Loans and the Deposits to be transferred into a form usable by Purchaser.
    

    
      7.2       Covenants Not to
      Compete.  
    

    
      A.        From the Closing Date and for a period of three years
      thereafter (the “Restrictive Period”), Seller (and its affiliates,
      successors and assigns) shall not open any branch office, deposit-taking
      facility (including ATM), loan office or, except as otherwise provided
      in this Section 7.2, solicit any business in Appling, Bulloch, Cook and
      Jeff Davis Counties, Georgia (the “Restricted Area”).  Seller agrees
      that said time and geographic restrictions are reasonable and necessary
      to protect Purchaser's legitimate business concerns, that said covenants
      do not violate public policy, and do not place any unreasonable
      restraints upon Seller’s other ongoing business operations.  During the
      Restrictive Period, Seller (and its affiliates, successors, and assigns)
      shall not directly or indirectly (i) solicit any business from any of
      the holders of Deposits or any of the borrowers or guarantors of the
      Purchased Loans; (ii) undertake any targeted marketing or advertising in
      the Restricted Area (the use of mass media shall not constitute a breach
      of this provision); or (iii) encourage any Employee or employee of
      Purchaser to cease employment with Purchaser or change such person's
      employment.
    

    
      B.        During the Restrictive Period, Purchaser (and its
      affiliates, successors, and assigns) shall not directly or indirectly
      encourage any Employee or employee of Seller to cease employment with
      Seller or change such person's employment.
    

    
      C.        Seller’s communications in the ordinary course of
      business with or solicitation of business from: (i) holders of
      certificates of deposits or borrowers on loans maintained at the
      Branches or assigned to the Branches in the ordinary course pursuant to
      Seller’s accounting system prior to the Closing Date that are not
      assumed by Purchaser as of the Closing Date; (ii) borrowers on Returned
      Loans (as defined below); or (iii) customers of the Branches who may
      have other business relationships with Seller through offices outside of
      the Restricted Area as of the date of this Agreement shall not
      constitute a breach of Section 7.2.A.
    

    
      7.3       Conveyancing Charges;
      Recording Charges, Sales and Transfer Taxes, Etc.  All taxes,
      conveyance charges, recording charges and similar costs and expenses
      relating to the transfer of the Real Estate to Purchaser shall be borne
      and paid equally by Purchaser and Seller.  All title examination charges
      and the cost of obtaining title insurance commitments with customary
      printed exceptions and exclusions relating to the transfer of the Real
      Estate to Purchaser shall be borne and paid by Purchaser.  All real
      estate taxes and assessments, excluding special assessments, if
      applicable, shall be apportioned or adjusted between Seller and
      Purchaser.  All special assessments due to be paid prior to the Closing
      Date shall be paid in full by Seller.  All charges relating to the
      recordation of the assignment of the Purchased Loans by Purchaser shall
      be borne and paid by Purchaser.  If any sales, transfer or similar tax
      is imposed by a governmental authority relating to the transfer of any
      of the Assets or any of the Assumed Liabilities, Seller shall be
      responsible for the full and timely payment of same and shall hold
      Purchaser harmless from the amount of any such taxes due, and from any
      expenses, fines, penalties, fees, costs, or other damages resulting from
      the imposition of such tax or for any failure to make timely payment
      thereof.
    

    
      
        

        

      

      
        
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      7.4       Employees.  Each
      Employee shall receive credit for his or her past service with Seller
      for purposes of eligibility, vesting and accrual of benefits under all
      of the employee benefit plans of Purchaser that are uniformly provided
      on a nondiscriminatory basis to similar employees of Purchaser, except
      (i) there shall be no accrual of benefit under any defined benefit plan
      of Purchaser; and (ii) there shall be no credit during calendar year
      2010 for vacation time or sick days prior to the date of employment by
      Purchaser.  Seller shall cause Employees to be covered under Seller’s
      health and welfare plans until the first day of the month following the
      day of Closing on the same basis as they were covered prior to the
      Closing Date.  Purchaser shall withhold from each Employee his or her
      portion of the cost for such plans during this period and, on the first
      day of the month following the Closing, shall remit to Seller the entire
      amount of such employee’s withheld portion of such costs, along with the
      entire amount applicable to the employer’s portion of such costs for all
      Employees.  Other than as set forth in the preceding sentence, Employees
      will not be subject to any waiting period under the health and welfare
      plans of Purchaser and Purchaser shall use its reasonable best efforts
      to cause its health insurance carrier to cover any pre-existing
      condition of an Employee that was covered under Seller’s health
      insurance plan.
    

    
      7.5       Transactions After
      Closing Date.  Seller and Purchaser hereby agree that, except as
      provided below or otherwise agreed in writing by the parties, for a
      period of 90 days after the Closing Date:
    

    
      A.        Subject to Section 7.5I, Seller shall transfer, convey, and
      assign to Purchaser on the date of its receipt all deposits received by
      Seller after the Closing Date for credit to any of the accounts for the
      Deposits, and all payments received by Seller after the Closing Date for
      application to or on account of any of the Assets.
    

    
      B.        Seller shall notify Purchaser on the date of its receipt of
      the return to it of any items deposited in, or cashed at, the Branches
      prior to the Closing Date and shall expeditiously forward any such items
      to Purchaser.  If Purchaser cannot recover on such returned items after
      making a good faith effort to do so, Seller shall reimburse Purchaser
      for such return items upon assignment of such items by Purchaser to
      Seller.  Purchaser’s good faith effort shall not include institution of
      any legal action with respect to such recovery.
    

    
      C.        To the extent permitted by law and the applicable contracts
      for the Deposits, Purchaser agrees that it will honor all properly
      payable checks, drafts, withdrawal orders and similar items drawn on
      Seller’s forms against the Deposits, which are presented to Purchaser by
      mail, over its counters, or through clearing houses.
    

    
      
        

        

      

      
        
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      D.        Provided that such items have been timely delivered to
      Purchaser by Seller, Purchaser shall pay the items referred to in
      Section 7.5C to the extent of the balance of funds in the
      accounts.  Seller shall deliver such checks and drafts to Purchaser at
      Purchaser’s address set forth in Section 9.9, no later than 4:00 p.m.
      Eastern Time one business day following the day they were received by
      Seller. Purchaser shall promptly reimburse Seller on a daily basis for
      the amount of all such checks and drafts paid by Seller.  The parties
      shall share equally the cost of delivery of any items under this Section
      7.5D.
    

    
      E.        As of the Closing Date, Purchaser will notify all Automated
      Clearing House (“ACH”) originators of the transfers and assumptions made
      pursuant to the Agreement; provided, however, that Seller may, at its
      option, notify all such originators itself (on behalf of
      Purchaser).  For a period of 90 days beginning on the Closing Date,
      Seller will honor all ACH items related to accounts for Deposits assumed
      under this Agreement, which are routed or presented to Seller.  Seller
      will make no charge to Purchaser for honoring such items, and will
      transmit such ACH data to Purchaser on a daily basis.  If Purchaser
      cannot receive an electronic transmission, Seller will make available
      daily to Purchaser at Seller’s operations center receiving items from
      the ACH tapes containing such ACH data.  Seller and Purchaser shall make
      arrangements to provide for the daily settlement with immediately
      available funds by Purchaser of any ACH items honored by Seller, and
      Seller shall be held harmless and indemnified by Purchaser for acting in
      accordance with this arrangement to accept ACH items other than ACH
      items initiated by Seller.  Seller shall settle any and all ATM
      transactions effected on or before the Closing Date, but processed after
      the Closing Date, as soon as practicable.  Purchaser and Seller agree to
      remit the total net balance of such transactions to Seller or Purchaser,
      as the case may be, on the same date the transactions are settled.  In
      instances in which an owner of a Deposit made an assertion of error
      regarding an account pursuant to the Electronic Funds Transfer Act and
      Federal Reserve Board Regulation E, and Seller, prior to the Closing
      Date, recredited the disputed amount to the relevant account during the
      conduct of the error investigation, Purchaser agrees to comply with a
      written request from Seller to debit such account in a stated amount and
      remit such amount to Seller, to the extent of the balance of funds
      available in the accounts.
    

    
      F.        Seller shall provide Purchaser with a listing of each stop
      payment order in effect as to a Deposit or Purchased Loan on the Closing
      Date.  Purchaser shall honor all stop payment orders relating to the
      Deposits or the Purchased Loans initiated prior to the Closing and
      reflected in the magnetic tape made available by Seller to Purchaser on
      the Closing Date.  In the event that Purchaser shall make any payment in
      violation of a stop payment order initiated prior to the Closing but not
      reflected in stop payment documents and the magnetic tape made available
      by Seller to Purchaser prior to such payment, then Seller shall
      indemnify, hold harmless and defend Purchaser from and against all
      claims, losses and liabilities, including reasonable attorneys’ fees and
      expenses, arising out of any such payment.  In the event that Purchaser
      shall make any payment in violation of a stop payment order initiated
      prior to the Closing that is reflected in stop payment documents and the
      magnetic tape made available by Seller to Purchaser prior to such
      payment, then Purchaser shall indemnify, hold harmless and defend Seller
      from and against all claims, losses and liabilities, including
      reasonable attorneys’ fees and expenses, arising out of any such payment.
    

    
      
        

        

      

      
        
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      G.        After the Closing Date, Purchaser shall process any and all
      “charge-back items” received subsequent to the Closing Date but arising
      prior thereto against any amount for Deposits, as covered under
      applicable charge-back regulations.  “Charge-back items” shall include,
      but not be limited to, disputed items, purchases over limit, fraudulent
      use of a debit card, late presentations of sales slips, unpresented
      credit on sales returns and other adjustments as specified under the
      rules and regulations of MasterCard or Visa.  If Purchaser cannot
      recover on any such charge-back items after making a good faith effort
      to do so, Seller shall reimburse Purchaser for such items upon
      assignment of such items by Purchaser to Seller. Purchaser’s good faith
      effort to recover on any such items shall not require that Purchaser
      take any legal action against any person.
    

    
      H.        Seller agrees that, following the date of this Agreement,
      Seller will not, without the consent of Purchaser, alter or change any
      business practice at the Branch related to overdrawn deposit accounts,
      except in connection with a change applicable to Seller generally and
      which is no more permissive than the current policy.
    

    
      I.        Purchaser and Seller agree that all amounts required to be
      remitted by either such party to the other party hereto pursuant to this
      Section 7.5 shall be settled on a daily basis.  Any amounts to be paid
      by Seller to Purchaser shall be netted daily against any amounts to be
      paid by Purchaser to Seller, such that only one amount, representing the
      net amount due, shall be transferred on a daily basis by the party with
      the higher amount of remittances for such day in immediately available
      funds.  Purchaser shall provide Seller with a daily net settlement
      figure for all such transactions from the immediately preceding business
      day by 12:00 noon Eastern Time on each business day and the party
      obligated to remit any funds thereunder shall do so in immediately
      available funds by wire transfer by 2:00 p.m. Eastern Time on such day
      or by any other method of payment agreed upon by the parties; any such
      settlement shall be provisional pending receipt or review by the parties
      of the physical items relating to such settlement.
    

    
      J.        If any uncollected item credited to a Deposit at the time of
      the transfer of such Deposit to Purchaser is subsequently returned
      resulting in an overdraft to the Deposit account, Seller shall pay to
      Purchaser, not later than two business days after demand, the amount of
      such uncollected item; provided, however, that Purchaser shall, upon
      Seller's making payment for such uncollected item, deliver such
      uncollected item to Seller and shall assign to Seller any and all rights
      which Purchaser may have or obtain in connection with such returned item.
    

    
      K.        If the balance due on any Purchased Loan transferred and
      assigned to Purchaser pursuant to the terms of the Agreement has been
      reduced as a result of the receipt of an item or items prior to the
      Closing Date, which are returned after the Closing Date as uncollected,
      the asset value represented by the Purchased Loan transferred shall be
      correspondingly increased, and an amount in cash equal to such increase
      shall be paid by Purchaser to Seller within two business days after
      receipt of such returned item.
    

    
      
        

        

      

      
        
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      L.        If Seller receives payments, notices or correspondence with
      respect to any Purchased Loan after the Closing Date, Seller shall remit
      such payments, notices or correspondence to Purchaser in the same form
      received by Seller.
    

    
      M.        For a period of 30 days after the Closing Date, upon demand of
      Purchaser, Seller shall pay promptly to Purchaser the overdraft amount
      (negative balance) of any of the Deposits.
    

    
      N.        For a period from the Closing Date until the next calendar
      quarter-end, Seller agrees that, for any credit-related concern or
      reason, Purchaser may return to Seller for repurchase within three
      business days of Purchaser’s submission any of the Purchased Loans (such
      returned Purchased Loans to be collectively referred to herein as
      “Returned Loans”).  The Returned Loans shall be repurchased at a price
      equal to 99.0% of the amount of the unpaid principal of the Returned
      Loan and Accrued Loan Interest on it at Closing, as adjusted for interim
      payments on the Returned Loans since the Closing Date; provided,
      however, that (i) the aggregate principal amount of the Returned Loans
      shall not exceed 10% of the aggregate principal amount of the Purchased
      Loans on the Closing Date; and (ii) Purchaser shall deliver any such
      Returned Loans and their documentation to Seller and assign to Seller
      any and all rights which Purchaser may have or obtain in connection
      therewith.
    

    
      O.        Purchaser shall file Form 1099s for the Deposits covering the
      year in which the Closing occurs only from the Closing Date to the end
      of that year.  Seller shall file Form 1099s for the Deposits from the
      first of the year in which the Closing occurs through the close of
      business the day before the Closing Date.
    

    
      7.6       Maintenance of Records.  For
      a period of five years after the Closing, (i) Purchaser will preserve
      and safe keep the Records transferred to Purchaser that relate to the
      Assets and Assumed Liabilities as required by reasonable business
      practices for the joint benefit of Seller and Purchaser; and (ii) Seller
      shall preserve and safe keep all tax records which are not transferred
      to Purchaser as required by reasonable business practices for the joint
      benefit of Seller and Purchaser.  Each of Seller and Purchaser shall
      cooperate from and after the Closing Date to provide to the other upon
      request such information and records in the possession of the
      non-requesting party which is reasonably necessary for the operation of
      business by the requesting party or the requesting party is required to
      produce to a third party in connection with legal, administrative or
      governmental proceedings.  The requesting party agrees to give the
      non-requesting party prompt notice of all requests for disclosure of
      such information or records that arise during legal, administrative or
      governmental proceedings involving the requesting party, so that the
      non-requesting party may seek a protective order with respect to the
      threatened disclosure.  If the requesting party is required to disclose
      such information or records, the requesting party agrees to give written
      notice to the non-requesting party as soon as possible of the
      information and records required to be disclosed and, at the
      non-requesting party’s request and expense, to use reasonable efforts to
      obtain assurances that such information and records required to be
      disclosed will be maintained on a confidential basis and will not be
      disclosed to a greater degree than required by law.  In addition to the
      foregoing, Seller will permit Purchaser and its tax or accounting
      representatives access to Seller’s journals and general ledgers relating
      to the Branch for financial and tax purposes during such five-year
      period.
    

    
      
        

        

      

      
        
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      7.7       Further Assurances.  On
      and after the Closing Date, Seller shall (i) give such further
      reasonable assurances to Purchaser and shall execute, acknowledge and
      deliver all such bills of sale, deeds, acknowledgments and other
      instruments, and take such further action as may be necessary and
      appropriate to effectively vest in Purchaser the full legal and
      equitable title to the Assets and to the security interests, if any,
      relating to the Assets; and (ii) use reasonable efforts to assist
      Purchaser in the orderly transition of the Branch operations being
      acquired by Purchaser.  In order to comply with its obligations set
      forth in subsection (i) above, Seller will grant to specified employees
      of Purchaser, if necessary, a power of attorney (the “Power of
      Attorney”) for the limited purpose of signing and filing all such bills
      of sale, acknowledgments, assignments and other instruments in the form
      of Exhibit 5.
    

    
      7.8       Signage.  All
      interior and exterior signs identifying Seller will be covered or
      removed by Purchaser, at Purchaser’s expense, by the opening of business
      on the first business day after the Closing Date and all signs will be
      removed within 10 calendar days following the Closing Date.  From and
      after the Closing Date, Purchaser will at its expense as soon as
      reasonably practicable change the name on all documents and facilities
      relating to the Branch to Purchaser's name.
    

    
      7.9       Indemnification by
      Purchaser.  For a period of two years after the Closing Date,
      Purchaser shall indemnify and hold Seller harmless from and against any
      and all damages, liabilities and losses which may be sustained by Seller
      by reason of Purchaser's breach of any representation, warranty or
      covenant to Seller under this Agreement.  Purchaser shall indemnify and
      hold Seller harmless from and against any and all damages, liabilities
      and losses which may be sustained by Seller by reason of Purchaser's
      actions on and after the Closing Date with respect to the Assets or
      Assumed Liabilities transferred hereunder.  Purchaser's covenants shall
      not be deemed to be violated by discharge of Assumed Liabilities in
      accordance with normal trade practices or by forbearing to discharge any
      such obligation which Purchaser is disputing in good faith and for which
      Purchaser has provided adequate reserves, provided Purchaser indemnifies
      and holds Seller harmless in connection with the same as set forth above.
    

    
      7.10      Indemnification by Seller.  For
      a period of two years after the Closing Date, Seller shall indemnify and
      hold Purchaser harmless from and against any and all damages,
      liabilities and losses which may be sustained by Purchaser by reason of
      Seller's breach of any representation, warranty or covenant to Purchaser
      under this Agreement.  Seller shall indemnify and hold Purchaser
      harmless from and against any and all damages, liabilities and losses
      which may be sustained by Purchaser with respect to the Branches, the
      Assets or the Assumed Liabilities arising from acts, omissions or events
      occurring prior to the Closing Date, but not including any state of
      facts existing, or act or omission of Seller, with respect to: (a) the
      title to the Real Property and any claims, liens or encumbrances thereon
      (it being understood and agreed that Purchaser will rely upon title
      insurance for these purposes); or (b) the condition of the Real
      Property, which the parties acknowledge is being sold “AS IS,” except as
      provided in Section 4.10 and Schedule 1.1C.
    

    
      
        

        

      

      
        
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      7.11      Defense of Actions -
      Purchaser Indemnifications.  Seller shall notify Purchaser
      promptly of any lawsuit or claim against Seller which it has reasonable
      cause to believe would entitle it to indemnification
      hereunder.  Purchaser shall be entitled to assume at its expense the
      defense of, and to determine the terms of settlement of, any such suit
      or claim, except that no term awarding relief other than money damages
      against Seller may be agreed to without the consent of Seller, and no
      award of money damages against Seller shall be agreed to without
      satisfactory prior arrangements between Purchaser and Seller to assure
      Seller that Purchaser will have sufficient funds available to respond to
      the award.  If Purchaser promptly so elects to assume, and promptly so
      notifies Seller, and does assume, the defense of any such suit or claim,
      it shall not be liable for any legal expense or other expenses incurred
      by Seller with respect to such suit or claim and Seller shall be solely
      responsible for those expenses (whether incurred by Seller before or
      after Purchaser assumes the defense of any such suit or claim).  If
      Purchaser does not assume the defense of any such suit or claim, it
      shall thereafter be barred from disputing the nature and amount of the
      monetary damages ultimately incurred or determined to have been incurred
      by Seller in settling or litigating the suit or claim.
    

    
      7.12      Defense of Actions -
      Seller Indemnifications.  Purchaser shall notify Seller promptly
      of any lawsuit or claim against Purchaser which it has reasonable cause
      to believe would entitle it to indemnification hereunder.  Seller shall
      be entitled to assume at its expense the defense of and to determine the
      terms of settlement of, any such suit or claim, except that no term
      awarding relief other than money damages against Purchaser may be agreed
      to without the consent of Purchaser, and no award of money damages
      against Purchaser shall be agreed to without satisfactory prior
      arrangements between Seller and Purchaser to assure Purchaser that
      Seller will have sufficient funds available to respond to the award.  If
      Seller promptly so elects to assume, and promptly so notifies Purchaser,
      and does assume, the defense of any such suit or claim, it shall not be
      liable for any legal expense or other expenses incurred by Purchaser
      with respect to such suit or claim and Purchaser shall be solely
      responsible for those expenses (whether incurred by Purchaser before or
      after Seller assumes the defense of any such suit or claim).  If Seller
      does not assume the defense of any such suit or claim, it shall
      thereafter be barred from disputing the nature and amount of the
      monetary damages ultimately incurred or determined to have been incurred
      by the Purchaser in settling or litigating the suit or claim.
    

    
      ARTICLE VIII
CLOSING CONDITIONS
    

    
      8.1       Conditions Precedent
      to Seller's Obligation to Close.  The obligation of Seller to
      close the transactions contemplated by this Agreement is subject to the
      satisfaction (unless waived in advance in writing by Seller) of each of
      the following conditions at or prior to Closing:
    

    
      A.        The representations and warranties of Purchaser shall be true
      and correct in all material respects as of the date hereof and as of the
      time of Closing as if made anew at such time provided, however, to the
      extent that any representation or warranty of Purchaser contains a
      materiality qualification, the representation or warranty as qualified
      shall remain as stated and such qualification shall not be deemed to be
      lessened or otherwise modified by the use of “material respects” in this
      Section 8.1A;
    

    
      
        

        

      

      
        
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      B.        Purchaser shall have performed in all material respects all of
      its covenants and agreements contained in this Agreement that require
      performance at or prior to Closing; provided, however, to the extent
      that any covenant or agreement of Purchaser contains a materiality
      qualification, the covenant or agreement as qualified shall remain as
      stated and such qualification shall not be deemed to be lessened or
      otherwise modified by the use of “material respects” in this Section
      8.1B;
    

    
      C.        No adverse action or proceeding shall have been instituted
      pertaining to the transactions contemplated by this Agreement;
    

    
      D.        All required regulatory approvals and notices, regardless of
      whether Seller or Purchaser was required to apply for the same, shall
      have been received without the imposition of any burdensome condition
      upon Seller and all applicable waiting periods shall have expired and
      all pre-closing conditions to be performed by Purchaser in such
      approvals have been met;
    

    
      E.        Purchaser shall have executed and delivered any documents
      required by this Agreement or reasonably requested by Seller;
    

    
      F.        Purchaser shall have acknowledged receipt of the Transfer
      Payment made under Section 1.4;
    

    
      G.        The chief executive or financial officer of Purchaser and
      Seller shall have executed the provisional closing statement in the form
      of Exhibit 1 and the instrument of transfer, assignment and
      assumption in the form of Exhibit 3; and
    

    
      H.        Purchaser shall have delivered to Seller a certificate of its
      chief executive officer certifying that the conditions in (A), (B), (C)
      and (D) have been satisfied.
    

    
      8.2       Conditions Precedent
      to Purchaser's Obligation to Close.  The obligation of Purchaser
      to close the transactions contemplated by this Agreement is subject to
      the satisfaction (unless waived in advance in writing by Purchaser) of
      each of the following conditions at or prior to Closing:
    

    
      A.        The representations and warranties of Seller shall be true and
      correct in all material respects as of the date hereof and as of the
      time of Closing as if made anew at such time; provided, however, to the
      extent that any representation or warranty of Seller contains a
      materiality qualification, the representation or warranty as qualified
      shall remain as stated and such qualification shall not be deemed to be
      lessened or otherwise modified by the use of “material respects” in this
      Section 8.2A;
    

    
      B.        Seller shall have performed in all material respects all of
      its covenants and agreements contained this Agreement that require
      performance at or prior to Closing; provided, however, to the extent
      that any covenant or agreement of Seller contains a materiality
      qualification, the covenant or agreement as qualified shall remain as
      stated and such qualification shall not be deemed to be lessened or
      otherwise modified by the use of “material respects” in this Section
      8.2B;
    

    
      
        

        

      

      
        
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      C.        No adverse action or proceeding shall have been instituted
      pertaining to the transactions contemplated by this Agreement;
    

    
      D.        All required regulatory approvals and notices, regardless of
      whether Seller or Purchaser was required to apply for the same, shall
      have been received without the imposition of any burdensome condition
      upon Purchaser and all applicable waiting periods shall have expired and
      all pre-closing conditions to be performed by Seller in such approvals
      have been met.  
    

    
      E.        Seller shall have executed and delivered any documents
      required by this Agreement or reasonably requested by Purchaser;
    

    
      F.        Seller shall have delivered to Purchaser a deed conveying
      title to the Real Property in accordance with Schedule 1.1C;
    

    
      G.        Purchaser shall have executed two instruments of transfer
      delivered by Seller under Section 6.12 and delivered one of the executed
      instruments to Seller;
    

    
      H.        The chief executive or financial officer of Purchaser and
      Seller shall have executed the provisional closing statement in the form
      of Exhibit 1 and the instrument of transfer, assignment and
      assumption in the form of Exhibit 3; and
    

    
      I.        Seller shall have delivered to Purchaser a certificate of its
      chief executive officer certifying that the conditions in (A), (B), (C)
      and (D) have been met.
    

    
      ARTICLE IX
MISCELLANEOUS
    

    
      9.1       Expenses.  Except
      as provided in Schedule 1.1C and Section 7.3, Seller and
      Purchaser each shall pay all of their own out-of-pocket expenses in
      connection with this Agreement, including accounting and legal fees and
      taxes, if any, whether or not the transactions contemplated by this
      Agreement are consummated.  Purchaser shall be responsible for payment
      of all costs associated with the filing and recording of bills of sale
      and other instruments necessary or desirable to be filed by Purchaser
      after the Closing.
    

    
      9.2       Termination;
      Extension of Closing Date.  This Agreement may be terminated:
    

    
      A.        By the non-defaulting party, if the other party hereto shall
      fail to perform or comply in a timely manner with its obligations under
      this Agreement, and such failure remains uncured on the tenth business
      day following receipt of written notice of termination from the
      non-defaulting party.
    

    
      
        

        

      

      
        
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      B.        By mutual written consent of the parties hereto.
    

    
      C.        By Seller or Purchaser, if the Closing has not occurred as of
      August 31, 2010, unless the parties agree in writing to further extend
      the Closing; provided a defaulting party may not exercise a right of
      termination or extension under this paragraph if its material breach
      remains uncured.
    

    
      9.3       Modification and
      Waiver.  No modifications of any provision of the Agreement
      shall be binding unless in writing and executed by the party sought to
      be bound thereby.  Performance of or compliance with any covenant given
      herein or satisfaction of any condition to the obligations of either
      party hereunder may be waived by the party to whom such covenant is
      given or by whom such condition is intended to benefit, except to the
      extent any such condition is required by law, so long as any such waiver
      is in writing.
    

    
      9.4       Binding Effect,
      Assignment.  This Agreement shall be binding upon and shall
      inure to the benefit of the parties hereto and their respective
      successors and assigns, provided, however, that neither this Agreement
      nor any rights, privileges, duties or obligations of the parties hereto,
      and provided further that in the case of any such assignment the
      assigning party shall also remain responsible as a party hereto.
    

    
      9.5       Entire Agreement;
      Governing Law.  This Agreement, together with the Schedules and
      Exhibits attached hereto and made a part hereof, contains the entire
      agreement between the parties hereto with respect to the transactions
      covered and contemplated hereunder, and supersedes all prior agreements
      or understandings between the parties hereto relating to the subject
      matter thereof.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Georgia and the federal banking
      laws of the United States, as appropriate.
    

    
      9.6       Headings.  The
      headings in this Agreement are intended solely for convenience of
      reference and shall be given no effect in the construction or
      interpretation of this Agreement.
    

    
      9.7       Severability.  In
      the event that any provision of this Agreement shall be held invalid,
      illegal or unenforceable in any respect, the validity, illegality and
      enforceability of the remaining provisions contained in this Agreement
      shall not in any way be affected or impaired thereby, and this Agreement
      shall otherwise remain in full force and effect.
    

    
      9.8       Counterparts.  This
      Agreement may be executed in original or facsimile signatures in one or
      more counterparts, all of which shall be considered one and the same
      agreement and shall become effective when one or more counterparts have
      been signed by each of the parties hereto.
    

    
      9.9       Notices.  All
      notices, consents, requests, instruction, approvals, waivers,
      stipulations and other communications provided herein to be given by one
      party hereto to the other party shall be deemed validly given, made or
      served, if in writing and delivered personally or sent by certified
      mail, return receipt requested, if to:
    

    
      
        

        

      

      
        
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          Seller addressed to:
        	
          The Park Avenue Bank
        
	

        	
          3250 North Valdosta Road
        
	

        	
          Valdosta, Georgia 31602
        
	

        	
          Attention: Donald J. Torbert, Jr.
        
	

        	
          President and Chief Executive Officer
        
	

        	
           
        
	
          Purchaser addressed to:
        	
          HeritageBank of the South
        
	

        	
          721 Westover Boulevard
        
	

        	
          Albany, Georgia 31721
        
	

        	
          Attention: O. Leonard Dorminey
        
	

        	
          Chief Executive Officer
        


    

    
      Notice by certified mail shall be deemed to be received three business
      days after mailing of the same. Either party may change the persons or
      addresses to whom or to which notices may be sent by written notice to
      the other.
    

    
      9.10      Survival.  All of
      the representations, warranties, covenants and agreements of the parties
      contained in this Agreement, except as otherwise stated, shall survive
      the Closing.
    

    
      9.11      Remedies.  In the
      event the transactions contemplated by this Agreement are not
      consummated due to the willful breach by a party hereto, then the
      non-breaching party shall be entitled to all remedies and relief, at law
      or in equity, including injunctive relief, against the breaching party
      with all remedies being deemed cumulative and no remedy being deemed
      exclusive.  Neither party shall be liable to the other party for such
      other party’s consequential or special damages, including without
      limitation, lost profits.
    

    
      The parties hereto have caused this Agreement to be executed, by their
      duly authorized representatives, as of the day and year first above
      written.
    

    
    	
          PURCHASER:
        	
           
        	
          SELLER:
        
	

        	

        	
           
        
	
          HERITAGEBANK OF THE SOUTH
        	

        	
          THE PARK AVENUE BANK
        
	

        	

        	
           
        
	
          
            By: /s/ O. Leonard Dorminey
          

        	

        	
          
            By: /s/ Donald J. Torbert, Jr.
          

        
	
          
            Name: O. Leonard Dorminey
          

        	

        	
          
            Name: Donald J. Torbert, Jr.
          

        
	
          
            Title:  Chief Executive Officer
          

        	

        	
          
            Title:  President and Chief Executive Officer
          

        


    

    
      

      

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