Exhibit 4.2 


 


Execution Version 


 





 






 


AMERIS BANCORP


 


_____________________________


 


SECOND SUPPLEMENTAL INDENTURE 


 


_____________________________


 


Dated as of December 6, 2019


 


to


 


the Indenture 


 


Dated as of March 13, 2017


 


_____________________________


 


4.25% Fixed-to-Floating Rate 


Subordinated Notes due 2029


 


_____________________________


 


WILMINGTON TRUST, NATIONAL ASSOCIATION




as Trustee 


  


 






 



     


     


    




 


TABLE OF CONTENTS 


 




	Article 1 SCOPE OF SECOND
    SUPPLEMENTAL INDENTURE	1
	Section 1.01   Scope	1
	 	 
	Article 2 DEFINITIONS	1
	Section 2.01   Definitions and Other Provisions of General Application	1
	 	 
	Article 3 FORM AND TERMS OF THE NOTES	6
	Section 3.01   Form and Dating	6
	Section 3.02   Terms of the Notes	6
	 	 
	Article 4 ADDITIONAL PROVISIONS	11
	Section 4.01   Additional Provisions	11
	 	 
	Article 5 MISCELLANEOUS	11
	Section 5.01   Trust Indenture Act	11
	Section 5.02   Communications by Holders with Other Holders	11
	Section 5.03   GOVERNING LAW	11
	Section 5.04   Duplicate Originals	11
	Section 5.05   Severability	11
	Section 5.06   Ratification	12
	Section 5.07   Effectiveness	12
	Section 5.08   Successors	12
	Section 5.09   Indenture and Notes Solely Corporate Obligations	12
	Section 5.10   Trustee’s Disclaimer	12
	Section 5.11   U.S.A. PATRIOT Act	12



 






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SECOND SUPPLEMENTAL INDENTURE 


 


THIS SECOND SUPPLEMENTAL
INDENTURE (“Second Supplemental Indenture”), dated as of December 6, 2019 is between Ameris Bancorp, a Georgia
corporation (the “Company”), and Wilmington Trust, National Association, a national banking association organized
under the laws of the United States, not in its individual capacity but solely as trustee (“Trustee”).


 


RECITALS 


 


WHEREAS, the
Company and the Trustee have executed and delivered a Subordinated Debt Indenture, dated as of March 13, 2017 (the “Base
Indenture” and as supplemented, including by this Second Supplemental Indenture, and further supplemented from time to
time, the “Indenture”), to provide for the issuance from time to time by the Company of its unsecured subordinated
indebtedness to be issued in one or more series as provided in the Indenture;


 


WHEREAS, the
issuance and sale of One Hundred Twenty Million Dollars ($120,000,000) aggregate principal amount of a new series of Securities
of the Company designated as its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”) have
been authorized by resolutions adopted by the Board of Directors of the Company and the Executive and Pricing Committees of the
Board of Directors of the Company;


 


WHEREAS, the
Company desires to issue and sell One Hundred Twenty Million Dollars ($120,000,000) aggregate principal amount of the Notes as
of the date hereof;


 


WHEREAS, the
Company desires to establish the terms of the Notes;


 


WHEREAS, the
Company acknowledges that all things necessary to make this Second Supplemental Indenture a legal, binding and enforceable instrument,
and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the legal, binding and enforceable
obligations of the Company, in each case, in accordance with its terms and the terms of the Base Indenture have been done;


 


WHEREAS, the
Company has complied with all conditions precedent provided for in the Base Indenture relating to this Second Supplemental Indenture;
and


 


WHEREAS, the
Company has requested that the Trustee execute and deliver this Second Supplemental Indenture.


 


NOW, THEREFORE,
for and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the
Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows:


 


Article
1

SCOPE OF SECOND SUPPLEMENTAL INDENTURE


 


Section 1.01              
Scope.


 


This Second Supplemental
Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall be read together with
the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the Second
Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the
foregoing, this Second Supplemental Indenture shall only apply to the Notes.


 


Article
2

DEFINITIONS


 


Section 2.01              
Definitions and Other Provisions of General Application. For
all purposes of this Second Supplemental Indenture unless otherwise specified herein: 


 





 



     


     


    




 


(a)                
all terms used in this Second Supplemental Indenture which are not otherwise defined herein shall have the meanings they
are given in the Base Indenture;


 


(b)               
the provisions of general application stated in Sections 10.1 through 10.17 of the Base Indenture shall apply to this Second
Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder”
and other words of similar import refer to this Second Supplemental Indenture as a whole and not to the Base Indenture or any particular
Article, Section or other subdivision of the Base Indenture or this Second Supplemental Indenture;


 


(c)                
Section 1.1 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following
additional defined terms in their appropriate alphabetical positions:


 


“Administrative
or Judicial Action” has the meaning provided in the definition of “Tax Event.”


 


“Ameris Bank”
means Ameris Bank, or any successor thereof.


 


“Benchmark”
means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or
the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 


“Benchmark
Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement
Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the
Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark
with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative
set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date:


 


		(1)	Compounded SOFR;
		(2)	the sum of (a) the alternate rate that has been selected or recommended by the Relevant Governmental
Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement
Adjustment;
		(3)	the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
		(4)	the sum of (a) the alternate rate that has been selected by the Company or the Company’s
designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to
any industry-accepted rate as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities
at such time, and (b) the Benchmark Replacement Adjustment.



  


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation
Agent as of the Benchmark Replacement Date:


 


		(1)	the spread adjustment, or method for calculating or determining such spread adjustment (which may
be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable
Unadjusted Benchmark Replacement;
		(2)	if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then
the ISDA Fallback Adjustment;
		(3)	the spread adjustment (which may be a positive or negative value or zero) that has been selected
by the Company or the Company’s designee, giving due consideration to any industry-accepted spread adjustment or method for
calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted
Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.



  


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including, without limitation, changes to the definition of “interest period”, timing and frequency of determining
rates with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Company or the Company’s designee decides may be appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Company or the Company’s designee decides
that adoption of any portion of such market practice is not administratively feasible or if the Company or the Company’s
designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or
the Company’s designee determines is reasonably necessary).





 



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“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in the case of clause (1) of the definition of “Benchmark Transition Event,” the relevant
Reference Time in respect of any determination;
		(2)	in the case of clause (2) or (3) of the definition of “Benchmark Transition Event,”
the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the
administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
		(3)	in the case of clause (4) of the definition of “Benchmark Transition Event,” the date
of the public statement or publication of information referenced therein.



  


For the avoidance of
doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time
in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for
such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected
or recommended a forward-looking term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking
term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is
not complete or (c) the Company determines that the use of a forward-looking rate for a tenor of three months based on SOFR is
not administratively feasible;
		(2)	a public statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
		(3)	a public statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator
for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with
similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the
Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark; or
		(4)	a public statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark announcing that the Benchmark is no longer representative.



  


“Business
Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
in the City of New York or any place of payment are authorized or required by law, regulation or executive order to close.


 


“Calculation
Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include
the Company or any of its Affiliates) to act in accordance with Section 3.02(e)(iv).


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate (which will be compounded in arrears with a look back and/or suspension period as a mechanism
to determine the interest amount payable prior to the end of each interest period) being established by the Company in accordance
with:


 


		(1)	the rate, or methodology for this rate, and conventions for this rate selected or recommended by
the Relevant Governmental Body for determining compounded SOFR; provided that:
		(2)	if, and to the extent that, the Company or the Company’s designee determines that Compounded
SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for
this rate that have been selected by the Company or the Company’s designee giving due consideration to any industry-accepted
market practice for U.S. dollar-denominated floating rate securities at such time.



  


For the avoidance of
doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the spread of 294 basis points
per annum.


 






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“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.


 


“DTC”
means The Depository Trust Company.


 


“Federal Reserve”
has the meaning provided in the definition of “Tier 2 Capital Event.”


 


“Federal Reserve
Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fixed Rate
Interest Payment Date” has the meaning provided in Section 3.02(e)(i).


 


“Fixed Rate
Period” has the meaning provided in Section 3.02(e)(i).


 


“Fixed Rate
Regular Record Date” has the meaning provided in Section 3.02(e)(i).


 


“Floating
Rate Interest Payment Date” has the meaning provided in Section 3.02(e)(ii).


 


“Floating
Rate Period” has the meaning provided in Section 3.02(e)(ii).


 


“Floating
Rate Regular Record Date” has the meaning provided in Section 3.02(e)(ii).


 


“Interest
Payment Date” has the meaning provided in Section 3.02(e)(ii).


 


“interest
period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to,
but excluding, the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.


 


“Interpolated
Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a
linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the
Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the
Corresponding Tenor.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time.


 


“ISDA Fallback
Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to
the Benchmark for the applicable tenor.


 


“ISDA Fallback
Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon
the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA
Fallback Adjustment.


 


“Issue Date”
means December 6, 2019.


 


“Material
Subsidiary” means Ameris Bank or any successor thereof or any of the Company’s subsidiaries that is a depository
institution and that has consolidated assets equal to 80% or more of the Company’s consolidated assets.


 


“Maturity
Date” has the meaning provided in Section 3.02(d).


 


“Redemption
Date” has the meaning provided in Section 3.02(e)(i).


 


“Reference
Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time
determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not
Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming
Changes.


 






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“Relevant
Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.


 


“SOFR”
means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark
(or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“SOFR Determination
Date” means the date upon which the Three-Month Term SOFR is determined by the Calculation Agent pursuant to the Three-Month
Term SOFR Conventions for each applicable interest period commencing on the First Floating Rate Interest Payment Date.


 


“Tax Event”
means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a) an amendment to
or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the
United States or any of its political subdivisions or taxing authorities; (b) a judicial decision, administrative action, official
administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement
of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative
or Judicial Action”); or (c) an amendment to or change in any official position with respect to, or any interpretation
of, an Administrative or Judicial Action or a law or regulation of the United States that differs from the previously generally
accepted position or interpretation, in each case, which change or amendment or challenge becomes effective or which pronouncement,
decision or challenge is announced on or after the original issue date of the Notes, there is more than an insubstantial risk that
interest payable by the Company on the Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by
the Company, in whole or in part, for United States federal income tax purposes.


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR
Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a
successor administrator).


 


“Three-Month
Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator
at the Reference Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term
SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary,
to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 


“Three-Month
Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or
operational matter (including, without limitation, with respect to the manner and timing of the publication of Three-Month Term
SOFR, or changes to the definition of “interest period”, timing and frequency of determining Three-Month Term SOFR
with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters)
that the Company decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially
consistent with market practice (or, if the Company decides that adoption of any portion of such market practice is not administratively
feasible or if the Company determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner
as the Company determines is reasonably necessary).


 


“Tier 2 Capital
Event” means the Company’s good faith determination that, as a result of (a) any amendment to, or change in, the
laws, rules, regulations, policies or guidelines of the United States (including, for the avoidance of doubt, any agency or instrumentality
of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of
or in the United States that is enacted or becomes effective after the original issue date of the Notes, (b) any proposed change
in those laws, rules, regulations, policies or guidelines that is announced or becomes effective after the original issue date
of the Notes, or (c) any official administrative decision or judicial decision or administrative action or other official pronouncement
interpreting or applying those laws, rules, regulations, policies or guidelines or policies with respect thereto that is announced
after the original issue date of the Notes, there is more than an insubstantial risk that the Company will not be entitled to treat
the Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations
of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (or, as and if applicable, the
capital adequacy rules or regulations of any successor appropriate federal banking agency) as then in effect and applicable, for
so long as any Notes are outstanding.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 






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(d)               
Section 1.1 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by replacing the corresponding
defined term in the Base Indenture with the following defined terms:


 


“Officers’
Certificate” means a certificate signed by (i) any two of the Chief Executive Officer, the Chief Financial Officer and
any Executive Vice President or (ii) any one of the foregoing and the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant
Secretary, in each case, of the Company, and delivered to the Trustee.


 


“Senior Indebtedness”
means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company, whether or not a claim for post-filing interest is
allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable
under or in respect of the following indebtedness of the Company, whether any such indebtedness exists as of the date of the Indenture
or is created, incurred or assumed after such date: (i) all obligations for borrowed money; (ii) all obligations evidenced by debentures,
notes, debt securities or other similar instruments; (iii) all obligations in respect of letters of credit, security purchase facilities
or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto); (iv) all obligations to pay
the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;
(v) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned
by the Company; (vi) obligations associated with derivative products including, but not limited to, interest rate and currency
future or exchange contracts, foreign exchange contracts, swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, options, interest rate future or option contracts, commodity
contracts, and similar arrangements; (vii) purchase money and similar obligations; (viii) obligations to general creditors of the
Company; (ix) a deferred obligation of, or any such obligation, directly or indirectly guaranteed by, the Company which obligation
is incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar instrument
given in connection therewith; (x) interest or obligations in respect of any of the foregoing accruing after the commencement of
insolvency or bankruptcy proceedings; (xi) all obligations of the type referred to in the foregoing subclauses above of other persons
or entities for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise, whether or not classified
as a liability on a balance sheet prepared in accordance with GAAP; and (xii) any renewals, amendments, deferrals, supplements,
extensions, refundings or replacements of any of the foregoing. Senior Indebtedness excludes: (v) any such indebtedness, obligation
or liability referred to above as to which, in the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness, obligation or liability is not superior in right of payment to the Notes, or
ranks pari passu with the Notes; (w) any such indebtedness, obligation or liability which is subordinated to indebtedness
of the Company to substantially the same extent as, or to a greater extent than, the Notes are subordinated; (x) any indebtedness
to a subsidiary of the Company; (y) any trade account payables in the ordinary course of business; and (z) the Notes. Notwithstanding
the foregoing, and for the avoidance of doubt, if the Federal Reserve (or other applicable regulatory agency or authority with
jurisdiction over bank holding companies or financial holding companies) promulgates any rule or issues any interpretation that
defines general creditor(s), the main purpose of which is to establish criteria for determining whether the subordinated debt of
a financial or bank holding company is to be included in its capital, then the term “general creditors” as used in
this definition of  “Senior Indebtedness” will have the meaning as described in that rule or interpretation.


 


Article
3

FORM AND TERMS OF THE NOTES


 


Section 3.01              
Form and Dating.


 


(a)                
The Notes shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf
of the Company by its Chief Executive Officer, its Chief Financial Officer or one of its Executive Vice Presidents. The Notes may
have a legend or legends or endorsements as may be required to comply with any law or with any rules of any securities exchange
or usage. The Notes shall be dated the date of their authentication.


 


(b)               
The terms contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented
by this Second Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Second Supplemental
Indenture, expressly agree to such terms and provisions and to be bound thereby.


 


Section 3.02              
Terms of the Notes. The following terms relating to the Notes are hereby established:


 






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(a)                
Title. The Notes shall constitute a series of Securities having the title “4.25% Fixed-to-Floating Rate Subordinated
Notes due 2029” and the CUSIP number 03076KAB4.


 


(b)               
Principal Amount. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture,
as amended hereby, shall be One Hundred Twenty Million Dollars ($120,000,000) on the Issue Date. Provided that no Event of Default
has occurred and is continuing with respect to the Notes, the Company may, from time to time, without notice to or the consent
of the holders of the Notes, create and issue further notes ranking equally with the Notes and with identical terms in all respects
(or in all respects except for the offering price, the payment of interest accruing prior to the issue date of such further notes
or except for the first payment of interest following the issue date of such further notes) in order that such further notes may
be consolidated and form a single series with the Notes and have the same terms as to status, redemption or otherwise as the Notes;
provided however, that a separate CUSIP number will be issued for any such additional notes unless such additional notes are fungible
with the Notes for U.S. federal income tax purposes, subject to the procedures of the DTC.


 


(c)                
Person to Whom Interest Is Payable. Interest payable, and punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name the Notes are registered for such interest at the close of business on the fifteenth
day immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day. Any such interest which
is payable, but not so punctually paid or duly provided for on any Interest Payment Date, shall cease to be payable to the Holder
on such relevant record date by virtue of having been a Holder on such date, and such defaulted interest may be paid by the Company
to the person in whose name the Notes are registered at the close of business on a special record date for the payment of such
defaulted interest to be fixed by the Company, notice whereof shall be given to Holders of Notes of this series not less than 10
days prior to such special record date that complies with Section 2.13 of the Base Indenture, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such
notice as may be required by such exchange and in compliance with the Base Indenture. However, interest that is paid on the Maturity
Date will be paid to the person to whom the principal will be payable.


 


(d)               
Maturity Date. The entire outstanding Principal of the Notes shall be payable on December 15, 2029 (the “Maturity
Date”).


 


(e)                
Interest.


 


		(i)	                 The Notes will bear interest at a fixed rate of 4.25% per annum from and including December 6,
2019 to, but excluding, December 15, 2024 (the “Fixed Rate Period”) or earlier Redemption Date. Interest accrued
on the Notes during the Fixed Rate Period will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing
on June 15, 2020 (each such date a “Fixed Rate Interest Payment Date”) through but excluding December 15, 2024
or earlier date of redemption (the “Redemption Date”). The interest payable during the Fixed Rate Period will
be paid to each holder in whose name a Note is registered at the close of business on the fifteenth day (whether or not a Business
Day) immediately preceding the applicable Fixed Rate Interest Payment Date (each such date, a “Fixed Rate Regular Record
Date”).



 


		(ii)	                 The Notes will bear a floating interest rate from and including December 15, 2024 to the Maturity
Date or Redemption Date (the “Floating Rate Period”). The floating interest rate will be reset quarterly, and
the interest rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR plus 294 basis points for
each quarterly interest period during the Floating Rate Period. During the Floating Rate Period, interest on the Notes will be
payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year commencing on December 15, 2024 through
the Maturity Date or Redemption Date (each such date, a “Floating Rate Interest Payment Date”, together with
a Fixed Rate Interest Payment Date, an “Interest Payment Date”). The interest payable during the Floating Rate
Period will be paid to each holder in whose name a Note is registered at the close of business on the fifteenth day (whether or
not a Business Day) immediately preceding the applicable Floating Rate Interest Payment Date (each such date, a “Floating
Rate Regular Record Date”). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is
less than zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. The Calculation Agent will provide
the Company and the Trustee with the interest rate in effect on the Notes promptly after the SOFR Determination Date (or such other
date of determination for the applicable Benchmark).



 






    7


     


    

 


		(iii)	                 The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period
will be computed on the basis of a 360-day year consisting of twelve 30-day months to, but excluding, December 15, 2024, and, the
amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis
of a 360-day year on the basis of the actual number of days elapsed. In the event that any scheduled Interest Payment Date or the
Maturity Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment
Date or of principal and interest payable on the Maturity Date will be paid on the next succeeding day which is a Business Day
(any payment made on such date will be treated as being made on the date that the payment was first due and no interest on such
payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled
Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the
next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business
Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to but excluding such Business
Day. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one-half cent being rounded
upward.



 


		(iv)	                 The Company agrees that from the commencement of the Floating Rate Period for so long as any of
the Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in respect
of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the Calculation
Agent will (in the absence of manifest error) be final and binding. The Calculation Agent shall have all the rights, protections
and indemnities afforded to the Trustee under the Base Indenture and hereunder. The Calculation Agent may be removed by the Company
at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is
removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign
its duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed
by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation
Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Calculation Agent with respect to such series. 



 


		(v)	                 Effect of Benchmark Transition Event.



 


1)                  
If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such
determination on such date and all determinations on all subsequent dates.


 


2)                  
Notwithstanding anything set forth in Section 3.02(e)(ii) above, if the Calculation Agent determines on or prior to the relevant
SOFR Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to Three-Month Term SOFR, then the provisions set forth in this Section 3.02(e)(v) will thereafter apply to all determinations
of the rate or interest payable on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period on the Notes will
be an annual rate equal to the Benchmark Replacement plus 294 basis points.


 






    8


     


    

 


3)                  
The Company, the Company’s designees and the Calculation Agent are expressly authorized to make certain determinations, decisions
and elections under the terms of the Notes, including with respect to the use of any Benchmark Replacement for the Floating Rate
Period and under this Section 3.02(e)(v). Any determination, decision or election that may be made by the Company, the Company’s
designees or by the Calculation Agent under the terms of the Notes, including any determination with respect to tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking
any action or selection (A) will be conclusive and binding on the holders of the Notes and the Trustee absent manifest error, (B)
if made by the Company or the Company’s designees, will be made in the Company’s or such designee’s sole discretion,
(C) if made by the Calculation Agent, will be after consultation with the Company, and the Calculation Agent will not make any
such determination, decision or election to which the Company reasonably objects, and (D) notwithstanding anything to the contrary
herein or in the Base Indenture, shall become effective without consent from the Holders of the Notes or the Trustee. If the Calculation
Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the
Company will make such determination, decision or election on the same basis as described above.


 





		(vi)	                 For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company,
then the Company shall be the Calculation Agent. The Company may appoint itself or any of its Affiliates to be the Calculation
Agent.



 


		(vii)	                 The Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence
of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement
Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event.



 


		(viii)	                 The Trustee (including in its capacity as Paying Agent), shall have no (i) responsibility or liability
for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including,
without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark
Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination
of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through
(D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the
Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder
as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as
a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s
failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation
Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions,
a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes.



 


		(ix)	                 If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning
the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the
Three-Month Term SOFR Conventions determined by the Company, then the relevant Three-Month Term SOFR Conventions will apply.



 


(f)                 
Place of Payment of Principal and Interest. So long as the Notes shall be issued in global form, the Company shall
make, or cause the Paying Agent to make, all payments of principal and interest on the Notes by wire transfer in immediately available
funds to DTC or its nominee, in accordance with applicable procedures of DTC. If the Notes are not in global form, the Company,
may, at its option, make, or cause the Paying Agent to make, payments of principal and interest on the Notes by check mailed to
the address of the person specified for payment in accordance with Section 3.02(e)(i) and (e)(ii) above. A global security with
respect to the Notes shall be exchangeable for physical securities of such series only if:


  


		•	DTC is at any time unwilling or unable or ineligible to continue as a depository or ceases to be
a clearing agency registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days of
the date the Company is so notified in writing;



 


		•	The Company executes and delivers to the Trustee a Company Order to the effect that such global
securities shall be so exchangeable (and the Trustee consents thereto); or



 


		•	An Event of Default has occurred and is continuing with respect to the global securities and a
Holder requests such exchange.



 






    9


     


    

 


(g)               
Redemption. The Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of
the Company prior to the Maturity Date beginning with the Interest Payment Date on December 15, 2024, but not prior thereto (except
upon the occurrence of certain events specified below), and on any Interest Payment Date thereafter subject to obtaining the prior
approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve. The Notes
may not otherwise be redeemed prior to the Maturity Date, except that the Company may, at its option, redeem the Notes before the
Maturity Date in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval
is then required under the rules of the Federal Reserve, upon the occurrence of a Tier 2 Capital Event or a Tax Event, or if the
Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (15 U.S.C.
80a-1 et seq.). Any such redemption will be at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the Redemption Date fixed by the Company. The provisions of Article III of
the Base Indenture shall apply to any redemption of the Notes pursuant to this Section 3.02(g). Any partial redemption will be
made in accordance with DTC’s applicable procedures among all of the Holders of the Notes. If any Note is to be redeemed
in part only, the notice of redemption relating to such Note shall state that it is a partial redemption and the portion of the
principal amount thereof to be redeemed, and a replacement Note in principal amount equal to the unredeemed portion thereof will
be issued in the name of the Holder thereof upon cancellation of the original Note. The Notes are not subject to redemption or
prepayment at the option of the Holders.


 


(h)               
Sinking Fund. There shall be no sinking fund for the Notes.


 


(i)                 
Conversion and Exchange. The Notes are not convertible into, or exchangeable for, equity securities, other securities
or assets of the Company or its subsidiaries.


 


(j)                 
Denomination. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof.


 


(k)               
Currency of the Notes. The Notes shall be denominated, and payment of principal and interest of the Notes shall be
payable in, the currency of the United States of America.


 


(l)                 
Registered Form. The Notes shall be issuable as global Registered Securities, and DTC (or any successor thereto or
successor depositary appointed by the Company within 90 days of the termination of services of DTC) shall be the depositary for
the Notes. Sections 2.11 and 2.13 of the Base Indenture shall apply to the Notes.


 


(m)              
Events of Default. The Events of Default provided for in Section 6.1 of the Base Indenture shall apply to the Notes,
provided that:


 


		(i)	                 the text of clause (c) of Section 6.1 of the Base Indenture is deleted and replaced, reading in its entirety as follows:



 


(c) in the event of an appointment of a Custodian for
the Company’s Material Subsidiary.


 


(n)               
Acceleration of Maturity. Section 6.2 of the Base Indenture shall apply to the Notes, except that the first paragraph
thereof shall be substituted with the following:


 


“If an Event
of Default under clause (c), (e) or (f) of Section 6.1 occurs and is continuing, then the principal amount of all the Notes, together
with premium, if any, and accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and payable. The Maturity of the Notes shall not otherwise
be accelerated as a result of an Event of Default.”


 






    10


     


    

 


(o)               
Ranking. The Notes shall rank junior to and shall be subordinated to all Senior Indebtedness of the Company, whether
existing as of the date of this Second Supplemental Indenture, or hereafter issued or incurred. Subject to the terms of the Base
Indenture, if the Trustee or any holder of any of the Notes receives any payment or distribution of the Company’s assets
in contravention of the subordination provisions applicable to the Notes before all Senior Indebtedness is paid in full in cash,
property or securities, including by way of set-off or any such payment or distribution that may be payable or deliverable by reason
of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, then such payment or distribution
will be held in trust for the benefit of holders of Senior Indebtedness or their representatives to the extent necessary to make
payment in full in cash or payment satisfactory to the holders of Senior Indebtedness of all unpaid Senior Indebtedness.


 


(p)               
No Collateral. The Notes shall not be entitled to the benefit of any security interest in, or collateralization by,
any rights, property or interest of the Company.


 


(q)               
Satisfaction and Discharge; Defeasance. Article VIII of the Base Indenture shall apply to the Notes.


 


(r)                 
No Additional Amounts. In the event that any payment on the Notes is subject to withholding of any U.S. federal income
tax or other tax or assessment (as a result of a change in law or otherwise), the Company will not pay additional amounts with
respect to such tax or assessment.


 


(s)                
Additional Terms. Other terms applicable to the Notes are as otherwise provided for in the Base Indenture, as supplemented
by this Second Supplemental Indenture.


 


Article
4

ADDITIONAL PROVISIONS


 


Section 4.01              
Additional Provisions.


 


(a)                
Section 9.1 of the Base Indenture shall apply to the Notes, provided that, with respect to the Notes, the following text
shall be deemed to be inserted at the end of such Section:


 


“Not in limitation
of the foregoing, without the consent of any Holder of Notes, the Company and the Trustee may amend or supplement the Indenture
or the Notes (i) to conform the terms of the Indenture and the Notes to the description of the Notes in the prospectus supplement
dated December 4, 2019 relating to the offering of the Notes; or (ii) to implement any Three-Month Term SOFR Conventions or any
benchmark transition provisions after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred (or
in anticipation thereof).”


 


Article
5

MISCELLANEOUS


 


Section 5.01              
Trust Indenture Act. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act that
are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision
of this Second Supplemental Indenture limits, qualifies, or conflicts with a provision of the Trust Indenture Act that is required
under such act to be a part of and govern this Second Supplemental Indenture, the latter provision shall control.


 


Section 5.02              
Communications by Holders with Other Holders. Holders of Notes may communicate pursuant to Trust Indenture Act Section
312(b) with other Holders of Notes with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).


 


Section 5.03              
GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF, THE STATE OF NEW YORK.


 


Section 5.04              
Duplicate Originals. The parties may execute any number of counterparts of this Second Supplemental Indenture. Each
executed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second
Supplemental Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”)
transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and
may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or electronic format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures
for all purposes.


 


Section 5.05              
Severability. In case any provision in this Second Supplemental Indenture or the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 






    11


     


    

 


Section 5.06              
Ratification. The Base Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects
ratified and confirmed. The Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and
the same instrument. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included
in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented
by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as
supplemented by this Second Supplemental Indenture.


 


Section 5.07              
Effectiveness. The provisions of this Second Supplemental Indenture shall become effective as of the date hereof.


 


Section 5.08              
Successors. All agreements of the Company in this Second Supplemental Indenture shall bind its successors. All agreements
of the Trustee in this Second Supplemental Indenture shall bind its successors.


 


Section 5.09              
Indenture and Notes Solely Corporate Obligations. No recourse will be available for the payment of principal of,
or interest on, any Note, for any claim based thereon, or otherwise in respect thereof, against any of the Trustee, any shareholder,
employee, officer or director, as such, past, present or future, of the Company or of any successor entity; it being expressly
understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution
of this Second Supplemental Indenture and the issue of the Notes.


 


Section 5.10              
Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the
Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Second Supplemental Indenture, the Notes, or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Company.


 


Section 5.11              
U.S.A. PATRIOT Act. The parties hereto acknowledge that, in accordance with Section 326 of the U.S.A. PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Second Supplemental Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.


 






    12


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Second Supplemental Indenture to be duly executed as of the date first above written.


 


	 	AMERIS BANCORP
	 	 
	 	By: /s/ H. Palmer Proctor Jr.
	 	Name: H. Palmer Proctor Jr.
	 	Title:   Chief Executive Officer




  


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	 
	 	By: /s/ Michael H. Wass
	 	Name: Michael H. Wass
	 	Title:   Vice President




 





[Signature Page to Second Supplemental
Indenture]







 









     
 


     


    

 


 



 


EXHIBIT A 


 


FORM OF NOTE 


 


See attached.


 


THIS SECURITY AND THE OBLIGATIONS OF
THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED
BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND (2) ARE
SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN). 


 


GLOBAL NOTE 


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I)
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 






    A-1


     


    

 


AMERIS BANCORP


 


4.25% Fixed-to-Floating Rate Subordinated
Notes due 2029


 


	No. 1	CUSIP: 03076KAB4
	 	ISIN: US03076KAB44
	$120,000,000	 




 


Ameris Bancorp, a Georgia
corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal
sum of $120,000,000 (or such other amount as set forth in the Schedule of Increases or Decreases in Global Note attached hereto)
on December 15, 2029 (such date is hereinafter referred to as the “Stated Maturity Date”), unless redeemed prior
to such date, and to pay interest thereon (i) from, and including, December 6, 2019, to, but excluding, December 15, 2024, unless
redeemed prior to such date, at a rate of 4.25% per annum, semi-annually in arrears on June 15 and December 15 of each year, commencing
June 15, 2020 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including, December
6, 2019 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate
Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”)
and (ii) from, and including, December 15, 2024 to, but excluding, the Stated Maturity Date, unless redeemed subsequent to December
15, 2024 but prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly, plus 294 basis points,
or such other rate as determined pursuant to the Second Supplemental Indenture, payable quarterly in arrears on March 15, June
15, September 15, and December 15 of each year through the Stated Maturity Date or earlier Redemption Date (each, a “Floating
Rate Interest Payment Date,” and together with the Fixed Rate Interest Payment Dates, the “Interest Payment
Dates,” with the period from, and including, December 15, 2024 to, but excluding, the first Floating Rate Interest Payment
Date and each successive period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating
Rate Interest Payment Date being a “Floating Rate Period”). The amount of interest payable on any Fixed Rate
Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day
months up to, but excluding December 15, 2024, and, the amount of interest payable on any Floating Rate Interest Payment Date during
the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the event
that any scheduled Interest Payment Date for this Note falls on a day that is not a Business Day, then payment of interest payable
on such Interest Payment Date will be paid on the next succeeding day which is a Business Day (any payment made on such date will
be treated as being made on the date that the payment was first due and no interest on such payment will accrue for the period
from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate Interest Payment
Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month,
such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case,
the amounts payable on such Business Day will include interest accrued to but excluding such Business Day. All percentages used
in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with 0.000005% rounded up to 0.00001%.


 


Payment of the principal
of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, which shall initially
be the Corporate Trust Office of the Trustee, in such currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[Remainder of this page intentionally
left blank. Signature page follows.]


 






    A-2


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Note to be signed manually or by facsimile by its duly authorized officer.


 


		AMERIS BANCORP
	 	 
	 	By:	 
	 	Name:	H. Palmer Proctor Jr.
	 	Title:	Chief Executive Officer 
	 	            	 
	 	By:	 
	 	Name:	Nicole S. Stokes
	 	Title:	Executive Vice President and Chief Financial Officer



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



 


This is one of the Securities of the series
designated therein and referred to in the within-mentioned Indenture.


 


	Date of authentication:	
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    


     


    

 


REVERSE OF NOTE


 


AMERIS BANCORP


 


4.25% Fixed-to-Floating Rate Subordinated
Notes due 2029


 


This Note is one of
a duly authorized issue of Securities of the Company of a series designated as the “4.25% Fixed-to-Floating Rate Subordinated
Notes due 2029” (herein called the “Notes”) initially issued in an aggregate principal amount of $120,000,000
on December 6, 2019. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of
subordinated debt securities of the Company issued or issuable under and pursuant to the Subordinated Debt Indenture, dated as
of March 13, 2017 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as
Trustee (herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended
by the Second Supplemental Indenture between the Company and the Trustee, dated as of December 6, 2019 (the “Second Supplemental
Indenture,” and the Base Indenture as supplemented and amended by the Second Supplemental Indenture, the “Indenture”),
to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the persons in whose names Notes are registered
from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions
and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the
terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms,
conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this
Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture
Act.


 


All capitalized terms
used in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
To the extent that any capitalized term used in this Note and defined herein is also defined in the Indenture but conflicts with
the definition provided in the Indenture, the definition of the capitalized term in this Note shall control.


 


The indebtedness of
the Company evidenced by the Notes, including the principal thereof, premium, if any, and interest thereon, is, to the extent and
in the manner set forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date hereof or hereafter incurred, and on the terms and subject to the terms and conditions
set forth in the Indenture, and shall rank pari passu in right of payment with all other Securities and with all other unsecured
subordinated indebtedness of the Company and not by its terms subordinate and subject in right of payment to the prior payment
in full of debentures, notes, bonds or other evidences of indebtedness of types that include the Notes. Each Holder of this Note,
by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee
on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.


 


The Notes are intended
to be treated as Tier 2 Capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of
capital adequacy rules or regulations of the Board of Governors of the Federal Reserve System (or any successor regulatory authority
with jurisdiction over bank holding companies) (the “Federal Reserve”) as applicable to the Company and as the
same may be amended or supplemented from time to time. If an Event of Default with respect to Notes shall occur and be continuing,
the principal and interest owed on the Notes shall only become due and payable in accordance with the terms and conditions set
forth in Article VI of the Base Indenture and Section 3.02(m) and (n) of the Second Supplemental Indenture. Accordingly, the
Holder of this Note has no right to accelerate the maturity of this Note in the event that the Company fails to pay interest on
any of the Notes, or fails to perform any other obligations under the Notes or in the Indenture that are applicable to the Notes.



 


The Company may, at
its option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest (the “Redemption Price”) to but excluding, the date of redemption
(the “Redemption Date”), on any Interest Payment Date on or after December 15, 2024. The Company may also, at
its option, redeem the Notes before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a
Tier 2 Capital Event, a Tax Event or if the Company is required to register as an investment company pursuant to the Investment
Company Act of 1940, as amended. Any such redemption will be at a redemption price equal to the Redemption Price to, but excluding,
the Redemption Date fixed by the Company. No redemption of the Notes by the Company prior to the Stated Maturity Date shall be
made without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption
Date. The provisions of Article III of the Base Indenture and Section 3.02(g) of the Second Supplemental Indenture shall apply
to the redemption of any Notes by the Company.


 






    


     


    

 


The Notes are not entitled
to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property of
the Company or any Subsidiary of the Company.


 


In the event that any
payment on the Notes is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change
in law or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of at least
a majority in principal amount of the outstanding Notes. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register described
in Section 2.7 of the Base Indenture, upon surrender of this Note for registration of transfer at the office or agency of the Company
in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof.


 


The Company and the
Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


This Security is
a global note, represented by one or more permanent global certificates registered in the name of the nominee of The Depository
Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly, unless and until
it is exchanged for individual certificates, this Note may not be transferred except as a whole by The Depository Trust Company
(the “Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the Depositary or any nominee
to a successor Depositary or any nominee of such successor. Ownership of beneficial interests in this Security will be shown on,
and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary or its nominee
(with respect to interest of persons that have accounts with the Depositary (“Participants”)) and the records of Participants
(with respect to interests of persons other than Participants). Beneficial interests in Notes owned by persons that hold through
Participants will be evidenced only by, and transfers of such beneficial interests with such Participants will be effected only
through, records maintained by such Participants. Except as provided below, owners of beneficial interests in this Note will not
be entitled to have any individual certificates and will not be considered the owners or Holders thereof under the Indenture. 


 


Except in the limited
circumstances set forth in the Base Indenture, Participants and owners of beneficial interests in the Global Notes will not be
entitled to receive Notes in the form of Individual Securities and will not be considered Holders of Notes. None of the Company,
the Trustee, the Registrar, the Paying Agent or any of their respective agents will be liable for any delay by the Depositary,
its nominee or any direct or indirect Participant in identifying the beneficial owners of the related Notes. The Company, the Trustee,
the Registrar, the Paying Agent and each of their respective agents may conclusively rely on, and will be protected in relying
on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the Notes to be issued. 


 


Except as provided
in Section 2.14 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of Notes
in the form of Individual Securities, and no Global Note will be exchangeable except for another Global Note of like denomination
and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Global Note must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest, to exercise any rights of a Holder under the Notes. 


 






    


     


    

 


The laws of some
jurisdictions may require that certain purchasers of securities take physical delivery of those securities in definitive form.
Accordingly, the ability to transfer interests in the Notes represented by a Global Note to those persons may be limited. In addition,
because the Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through
Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest
to persons or entities that do not participate in the Depositary’s system, or otherwise to take actions in respect of such
interest, may be affected by the lack of a physical definitive security in respect of such interest. None of the Company, the Trustee,
the Paying Agent and the Registrar will have any responsibility or liability for any aspect of the records relating to or payments
made on account of Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating
to the Notes. 


 


The Trustee will act
as the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office presently located at Wilmington
Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Ameris Bancorp Administrator. The
Company may at any time rescind the designation of a Paying Agent, appoint a successor Paying Agent, or approve a change in the
office through which any Paying Agent acts.


 


Notices to the Holders
of registered Notes in the form of Individual Securities will be given to such Holders at their respective addresses in the Register,
or in the case of Global Notes, electronic delivery in accordance with DTC’s applicable procedures. The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.


 


THIS NOTE IS GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.


 






    


     


    

 


ASSIGNMENT FORM


To assign the within Security, fill in the form below:


 


I or we assign and transfer the within Security to:


 


(Insert assignee’s legal name)


 


(Insert assignee’s social security
or tax I.D. number)


 


(Print or type assignee’s name, address
and zip code)


 


and irrevocably appoint the Trustee as agent to transfer this
Security on the books of Ameris Bancorp. The agent may substitute another to act for it.


 


Your Signature:


 


(Sign exactly as your name appears on
the other side of this Security)


 


Your Name:


 


Date:


 


Signature Guarantee:


 


SIGNATURE GUARANTEE


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 






    


     


    

 


SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL NOTE


 


The initial principal amount of this Global
Note is $120,000,000. The following increases or decreases in the principal amount of this Global Note have been made:


 


	
        Date
	
        Amount
        of

        decrease in

        principal

        amount of this

        Global Note
	
        Amount
        of

        increase in

        principal

        amount of this

        Global Note
	
        Principal

        amount of this

        Global Note

        following such

        decrease or

        increase
	
        Signature
        of

        authorized

        signatory of

        Trustee