purposes hereof, the acts, omissions or other events giving rise to any such claim shall have
occurred on or before the Bank Closing Date, regardless of when any such claim is discovered
and regardless of whether any such claim is made with respect to a financial institution bond,
banker’s blanket bond, or any other insurance policy of the Failed Bank in force as of the Bank
Closing Date;

(c) prepaid regulatory assessments of the Failed Bank, if any;

(d) legal or equitable interests in tax receivables of the Failed Bank, if any,
including any claims arising as a result of the Failed Bank having entered into any agreement or
otherwise being joined with another Person with respect to the filing of tax returns or the
payment of taxes;

(e) amounts reflected on the Failed Bank Records as of the Bank Closing Date
as a general or specific loss reserve or contingency account, if any;

(f) leased or owned Bank Premises and leased or owned Fixtures, Proprietary
Software, Furniture and Equipment located on leased or owned Bank Premises, and Specialty
Assets. located on leased or owned Bank Premises, if any; provided that the Assuming Institution
does obtain an option under Sections 4.6, 4.7 or 4.8, as the case may be, with respect thereto;

(g) owned Bank Premises which the Receiver, in its discretion, determines
may contain environmentally hazardous substances;

(h) any “goodwill,” as such term is defined in the instructions to the report of
condition prepared by banks examined by the Corporation in accordance with 12 C.F.R. § 304.3,
and other intangibles (other than intellectual property);

(i) any criminal restitution or forfeiture orders issued in favor of the Failed
Bank;

Gj) any and all prepaid fees or any other income as shown on the Failed Bank
Records, but not taken into income as of the Bank Closing Date, associated with a line of
business of the Failed Bank which is not assumed pursuant to this Agreement;

(k) assets essential to the Receiver in accordance with Section 3.6;
() any banker’s bank stock, and the securities listed on Schedule 3.5(1);

(m) Other Real Estate and Other Real Estate Subsidiaries listed on Schedule
3.5(m);

(n) prepaid accounts associated with any contract or agreement that the
Assuming Institution either does not directly assume pursuant to the terms of this Agreement nor
has an option to assume under Section. 4.8;

(0) except with respect to any Federal Home Loan Bank loans, any contract
pursuant to which the Failed Bank provides loan servicing for others;

(p). all assets that were fully charged-off by. the Failed Bank prior to the Bid
Valuation Date, including any subsequent judgments arising therefrom, other than any asset that
was secured by collateral that was (i) foreclosed upon by the Failed Bank and (ii) is an Acquired
Asset;

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incurred prior to the assumption of defense by the Receiver pursuant to Section 12.2(d),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection
with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed
by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by
the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which
indemnification is provided:

(a) hereunder in this Section 12.1, subject to certain exclusions as provided in
Section 12.1(b):

(i) claims based on the rights of any shareholder or former
shareholder as such of (A) the. Failed Bank, or (B) any Subsidiary or Affiliate of the
Failed Bank;

(ii) claims based on the rights of any creditor as such of the Failed
Bank, or. any creditor as such of any director, officer, employee or agent of the Failed
Bank, with respect to any indebtedness or other obligation of the Failed Bank arising
prior to the Bank Closing Date;

(iii) claims based on the rights of any present or former director,
officer, employee or agent as such of the Failed Bank or of any Subsidiary or Affiliate of
the Failed Bank;

(iv) _ claims based on any action or inaction prior to the Bank Closing
Date. of the Failed Bank, its directors, officers, employees or agents as such, or any
Subsidiary or Affiliate of the Failed Bank, or the directors, officers, employees or agents
as such of such Subsidiary or Affiliate;

(v) claims based on any malfeasance, misfeasance or nonfeasance of
the Failed Bank, its directors, officers, employees or agents with respect to the trust
business of the Failed Bank, if any;

(vi) claims based on any. failure or alleged failure (not in violation of
law) by the Assuming Institution to continue to perform any service or activity previously
performed by the Failed Bank which the Assuming Institution is not required to perform
pursuant to this Agreement or which arise under any contract to which the Failed Bank
was a party which the Assuming Institution elected not to assume in accordance with this
Agreement and which neither the Assuming Institution nor any Subsidiary or Affiliate of
the Assuming Institution has assumed subsequent to the execution hereof;

(vii) claims arising from any action or inaction of any Indemnitee,
including for purposes of this Section 12.1(a)(vii). the former officers or employees of the
Failed Bank or of any Subsidiary or Affiliate of the Failed Bank that is taken upon the
specific written direction of the Corporation or the Receiver, other than any action or
inaction taken in a manner constituting bad faith, gross negligence or willful misconduct;
and

(viii) claims based on the rights of any depositor of the Failed Bank
whose deposit has been accorded “withheld payment” status and/or returned to the
Receiver or Corporation in accordance with Section 9.5 and/or has. become an

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payments and effect any transfers or assumptions as may be necessary to reflect any such
correction plus interest as provided in Section 8.4.

ARTICLE IX. CONTINUING COOPERATION.

9.1. | General Matters. The parties hereto will, in good faith and with their best
efforts, cooperate with each other to carry out the transactions contemplated by this Agreement
and to effect the purposes hereof.

9.2. Additional Title Documents. The Receiver, the Corporation and the Assuming
Institution each shall, at any. time, and from time to. time, upon the request of any party. hereto,
execute and deliver such additional instruments and documents of conveyance as shall be
reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the
property transferred pursuant to this Agreement or to be transferred in accordance herewith. The
Assuming Institution shall prepare. such instruments and documents. of conveyance (in form and
substance satisfactory to the Receiver) as shall be necessary to vest title to the Acquired Assets in
the Assuming Institution. The. Assuming Institution shall be responsible for recording such
instruments and documents of conveyance at its own expense.

9.3. Claims and Suits.

(a) Defense_and_ Settlement. The Receiver shall have the right, in its
discretion, to, (i) defend or settle any claim or suit against the Assuming Institution with respect.
to which the Receiver has indemnified the Assuming Institution in the same manner and to the
same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the
Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a
loss to the Receiver arising out of or related to this Agreement, or which existed against the
Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights
under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its
obligations under this Agreement.

(b) Removal of Actions. In the event any action at law or in equity shall be
instituted by any Person against the Receiver and the Corporation as codefendants with respect to
any asset of the Failed Bank retained or acquired pursuant to this Agreement by. the Receiver, the
Receiver agrees, at the, request of the Corporation, to join with the Corporation in a petition to
remove the action to the United States District Court for the proper district. The Receiver agrees
to institute, with or without joinder of the Corporation as co-plaintiff, any action with respect to
any such retained or acquired asset or any. matter connected therewith whenever notice requiring
such action shall be given by the Corporation to the Receiver.

9.4. Payment of Deposits. In the event any depositor does not accept the obligation
of the Assuming Institution to pay any Deposit liability of the Failed Bank assumed by the
Assuming Institution pursuant to this Agreement and asserts a claim against the Receiver for all
or any portion of any such Deposit liability, the Assuming Institution agrees on demand to
provide to the Receiver funds sufficient to pay such claim in an amount not in excess of the
Deposit liability reflected on the books of the Assuming Institution at the time such claim is
made. Upon payment by the Assuming Institution to the Receiver of such amount, the Assuming
Institution shall be discharged from any further obligation under this Agreement to pay to any.
such depositor the amount of such Deposit liability paid to the Receiver.

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(vi) maintain accurate records reflecting (A) payments received by the
Assuming Institution, (B) information received by the Assuming Institution concerning changes
in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming
Institution, including checks returned for insufficient funds;

(vii) send (A) billing statements to Obligors on Pool Assets (to the extent that
such statements were sent by the Failed Bank or as are requested by the Receiver) and (B)
notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are
requested by the Receiver);

(viii) employ a sufficient number of qualified employees to provide the services
required to be provided by the Assuming Institution pursuant to this Arrangement (with the
number and qualifications of such employees to be not less than the number and qualifications of
employees employed by the Failed Bank to perform such functions as of the Bank Closing Date);

(ix) hold in trust any Credit Files and any servicing files in the possession or
on the premises of the Assuming Institution for the Receiver or the Successor Owner (as
applicable) and segregate from the other books and records of the Assuming Institution and
appropriately mark such Credit Files and servicing files to clearly reflect the ownership interest
of the Receiver or the successor owner (as applicable);

(x) send to the Receiver (indicating closed bank name and number), Attn:
Interim Servicing Manager, at the email address provided in Section 13.6 of the Purchase and
Assumption Agreement, or to such other person at such address as the Receiver may designate,
via overnight delivery: (A) on a weekly basis, weekly reports, including, without limitation,
reports reflecting collections and trial balances, and (B) any other reports, copies or information
as may be requested from time to time by the Receiver, including, if requested, copies of (1)
checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other
remittances for payment to participants or for taxes, insurance, funding advances and protective
advances, (4) pay-off requests, and (5) notices to defaulted Obligors;

(xi) remit on a weekly basis to the Receiver (indicating closed bank name and
number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as
provided in paragraph (a)(x), via wire transfer to the account designated by the Receiver, or to
such other person at such other address and/or account as the Receiver may designate, all
payments received;

(xii) prepare and timely file all information reports with appropriate tax
authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on
or before the due date;

(xiii) provide and furnish such other services, operations or functions, including,
without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as
may be requested by the Receiver;

(xiv) establish a custodial account for the Receiver and for each successor
owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of

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Liabilities Assumed hereunder or in accordance herewith. Further, the Assuming Institution
shall be responsible for the payment of MERS routine transaction charges.

13.2. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,
ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

13.3. Consent; Determination or Discretion. When the consent or approval of a party
is required under this Agreement, such consent or approval shall be obtained in writing and
unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a
determination or decision is to be made by a party under this Agreement, that party shall make
such determination or decision in its reasonable discretion unless expressly otherwise provided.

13.4. Rights Cumulative. Except as expressly otherwise provided herein, the rights of
each of the parties under this Agreement are cumulative, may be exercised as often as any party
considers appropriate and are in addition to each such party’s rights under this Agreement, any of
the agreements related thereto or under applicable law. Any failure to exercise or any delay in
exercising any. of such rights, or any partial or defective exercise of such rights, shall not operate
as a waiver or variation of that or any other such right, unless expressly otherwise provided.

13.5. References. References in this Agreement to Recitals, Articles, Sections,
Schedules and Exhibits are to Recitals, Articles, Sections, Schedules and Exhibits of this
Agreement, respectively. References to parties are to the parties to this Agreement. Unless
expressly otherwise provided, references to days and months are to calendar days and months
respectively. In any case where a notice or other action is due on a day which is not a Business
Day, such notice or other action may be delayed until the next-succeeding Business Day. Article
and Section headings are for convenient reference and shall not affect the meaning of this
Agreement. References to the singular shall include the plural, as the context may require, and
vice versa.

13.6. Notice.

(a) Form of Notices. All notices shall be given in writing and provided in
accordance with the provisions of this Section 13.6, unless expressly otherwise provided.

(b) Notice to the Receiver or the Corporation. With respect to a notice under
this Agreement:

Federal Deposit Insurance Corporation
1601 Bryan Street

Dallas, Texas 75201

Attention: Settlement Agent

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(e) liabilities, if any, for federal funds purchased, repurchase agreements and
overdrafts, in accounts maintained with other depository institutions (including any accrued and
unpaid interest thereon computed to and including the Bank Closing Date); provided, that the
assumption of any liability pursuant to this Section 2.1(e) shall be limited to the market value of
the Acquired Assets securing such liability as determined by the Receiver;

(f) United States Treasury tax and loan note option accounts, if any;

(g) liabilities for any acceptance or commercial letter of credit provided, that
the assumption of any liability pursuant to this Section 2.1(g) shall. be limited to the market value
of the Acquired Assets securing such liability as determined by the Receiver;

(h) liabilities for any “standby letters of credit” as defined in 12 C.F.R.
§ 337.2(a) issued by the Failed Bank in connection with an Acquired Asset, but excluding any
other standby letters of credit;

(i) duties and obligations assumed pursuant to this Agreement including
without limitation those relating to the Failed Bank Records, credit card business, debit card
business, stored value and gift card business, overdraft protection plans, safe deposit business,
safekeeping business and trust business, if any;

(0) liabilities, if any, for Commitments with respect to Loans that are
purchased, pursuant to. this Agreement;

(k) liabilities, if any, for amounts owed to any Acquired Subsidiary;
() liabilities, if any, with respect to Qualified Financial Contracts;

(m) liabilities, if any, under any contract pursuant to which loan servicing is
provided to the Failed Bank by others; and

(n) any deferred revenue, income or fees recorded on the general ledger of the
Failed Bank as of the Bank Closing Date attributable to any business assumed pursuant to
Section 4.2, 4.3, 4.4, or 4.5 of this Agreement, excluding any deferred income or revenue relative
to FASB 91 — Loan Fees and Costs associated with originating or acquiring Loans and initial
direct costs of leases.

2.2. Interest on Deposit Liabilities. The Assuming Institution agrees that, from and
after the Bank Closing Date, it will accrue and pay interest on Assumed Deposits pursuant to
Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities
such rate(s) shall not be less than the lowest rate offered by the Assuming Institution to its
depositors for non-transaction deposit accounts. The Assuming Institution shall permit each
depositor to withdraw, without penalty for early withdrawal, all or any portion of such
depositor’s Deposit, whether or not the Assuming Institution elects to pay interest in accordance
with any deposit agreement formerly existing between the Failed Bank and such depositor; and
further provided, that if such Deposit has been pledged to secure an obligation of the depositor or
other party, any withdrawal thereof shall be subject to the terms of the agreement governing such
pledge. The Assuming Institution shall give notice to such depositors as provided in Section
5.3. of the rate(s) of interest which it has determined to pay and of such withdrawal rights.

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wn
ie)

Whole Bank
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Capitol City Bank & Trust Company
Aliant, GA

ASSUMPTION,


SCHEDULE 3.5(1
EXCLUDED SECURITIES

As of the Bank Closing Date there are no excluded securities in this transaction. Schedule 3.5(1)
may be updated after the Bank Closing Date.

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SCHEDULE 7
Accounts Excluded from Calculation of Deposit Franchise Bid Premium

Capitol City Bank & Trust Company.
Atlanta, GA

The accounts identified below will pass to the Assuming Institution (unless otherwise noted).
When calculating the premium to be paid on Assumed Deposits in a purchase and assumption
transaction, the FDIC will exclude the following categories of deposit accounts:

Category Description Amount

I Non-DO Brokered Deposits. $ 0

IL CDARS. $ 0

TL Market Place Deposits. $.__ 113,067,419
Total deposits excluded from calculation of premium $._113,067,419

Category Description

I. Brokered Deposits

Brokered deposit accounts are accounts for which the “depositor of record” is. an agent, nominee
or custodian who deposits funds for a principal or principals to whom “pass-through” deposit
insurance coverage may. be extended. The FDIC separates brokered deposit accounts into two
categories: 1) Depository Organization (DO) Brokered Deposits and 2) Non-Depository
Organization (Non-DO) Brokered Deposits. . This distinction is made by the FDIC to facilitate
our role as Receiver and Insurer. These terms will not appear on other “brokered deposit”
reports generated by Capitol City Bank & Trust Company.

Non-DO Brokered Deposits pass to the Assuming Institution, but are excluded from Assumed
Deposits when the deposit premium is calculated. Please see the attached “Schedule 7 — Non-
DO Broker Deposit Detail Report” for a listing of these accounts. This list will be updated post
closing with balances.as of the Bank Closing Date.

If Capitol City Bank & Trust Company had any DO Brokered Deposits (Cede & Co as Nominee
for DTC), they are excluded from Assumed Deposits in the Purchase and Assumption
Agreement.

Il. CDARS
CDARS. deposits pass to the Assuming Institution, but are excluded from Assumed Deposits
when the deposit premium is calculated.

Capitol City Bank & Trust Company did not participate in the CDARS program as of the date of
the deposit download. If CDARS. deposits are taken between the date of the deposit download
and the Bank Closing Date, they will be identified post closing and made part of Schedule 7 to
the Purchase and Assumption Agreement.

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(a)

(b)

(c)

(d)

(e)
(f)

(g)

(h)

(i)

Q)

(k)

()

(m)
(n)

Whole Bank

SCHEDULE 3.2

PURCHASE PRICE OF ACQUIRED ASSETS

cash and receivables from depository
institutions, including cash items in the
process of collection, plus interest thereon:

securities (exclusive of the capital stock of
Acquired Subsidiaries and FHLB stock),
plus interest thereon:

federal funds sold and repurchase
agreements, if any, including interest

thereon:

Loans, other than those in Optional Loan
Pools:

credit card business:

safe deposit business, safekeeping business
and trust business, if any:

Failed Bank Records and other documents:
reserved.

all repossessed collateral, such as boats,
motor vehicles, aircraft, trailers, and fire

arms:

capital stock of any Acquired Subsidiaries
(subject to Section 3.2(b), and FHLB stock:

amounts owed to the Failed Bank by any
Acquired Subsidiaries:

assets securing Deposits of public money, to
the extent not otherwise purchased
hereunder:

overdrafts of customers:

rights, if any, with respect to Qualified
Financial Contracts:

49

Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT

Book Value

As provided in Section 3.2(b)

Book Value

Book Value

Book Value

Book Value

Book Value

reserved.

Book Value

Book Value

Book Value

Book Value

Book Value

As provided in Section 3.2(c)

Capitol City Bank & Trust Company
Atlanta, GA


fiduciary or representative capacities, all to the same extent as though the Assuming Institution
had assumed the same from the Failed Bank prior to the Bank Closing Date; provided, that any
liability based on the misfeasance, malfeasance or nonfeasance of the Failed Bank, its directors,
officers, employees or agents with respect to the trust business is not assumed hereunder.

(b) Wills and Appointments. The Assuming Institution shall, to the full extent
permitted by law, succeed to, and be entitled to take and execute, the appointment to all
executorships, trusteeships, guardianships and other fiduciary or representative capacities to
which the Failed Bank is or may be named in wills, whenever probated, or to which the Failed
Bank is or may be named or appointed by any other instrument.

(c) Transfer of Trust Business. In the event additional proceedings of any kind
are necessary to accomplish the transfer of such trust business, the Assuming Institution agrees
that, at its own expense, it will take whatever action is necessary to accomplish such. transfer.
The Receiver agrees to use reasonable efforts to assist the Assuming Institution in accomplishing
such transfer.

(d) Verification of Assets. The Assuming Institution shall provide to the
Receiver written verification of the assets held in connection with the Failed Bank’s trust
business within sixty (60) days after the Bank Closing Date.

4.6. Bank Premises.

(a) Option to Purchase.

(i). Subject to Section 3.5, the Receiver hereby grants to the Assuming
Institution an exclusive option for the period of sixty (60) days commencing the day after
the Bank Closing Date with respect to Bank Premises for which the Assuming Institution
declined its option to purchase at a fixed price as shown on the Bid Form, and for a
period of ninety (90) days commencing the day after the Bank Closing Date with respect
to all other owned Bank Premises to purchase any or all owned Bank Premises, including
all Fixtures and all Furniture and Equipment located on or at the Bank Premises. The
Assuming Institution shall give written notice to the Receiver within the option period of
its election to purchase or not to purchase any of the owned Bank Premises. Any
purchase of such Bank Premises shall be effective as of the date the Receiver receives the
purchase price for such Bank Premises from the Assuming Institution, and such purchase
shall be consummated as soon as practicable thereafter (and no later than the Settlement
Date).

(ii) The Receiver. may, in its sole and absolute. discretion, manage and
maintain any owned Bank Premises with one or more tenants (other than the Assuming
Institution) during the period from the Bank Closing Date until the date the Receiver
receives the purchase price for such Bank Premises from the Assuming Institution.

(b) Option to Lease. The Receiver hereby grants to the Assuming Institution
an exclusive option for the period of sixty (60) days commencing the day after the Bank
Closing Date to cause the Receiver to assign to the Assuming Institution any or all leases for
leased Bank Premises, if any, to. the extent such leases can be assigned; provided that the
exercise of this option with respect to any lease must be as to all premises or other property
subject to such lease. To the extent the lease payments provided for in any assigned lease are
minimal in relation to the current market rate, and the value of that difference is not otherwise

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“unclaimed deposit” or has been returned to the Corporation or the Receiver in
accordance with Section 2.3;

(b). provided that with respect to this Agreement, except for Section
12.1(a)(vii) and (viii), no indemnification will be provided under this Agreement for any:

(i) judgment or fine against, or any amount paid in settlement
(without the written approval of the Receiver) by, any Indemnitee in connection with any
action that seeks damages against any Indemnitee (a “Counterclaim”) arising with
respect to any Acquired Asset and based on any action or inaction of either the Failed
Bank, its directors, officers, employees or agents as such prior to the Bank Closing Date,
unless any such judgment, fine or amount paid in settlement exceeds the greater of (A)
the Repurchase Price of such Acquired Asset, or (B) the monetary recovery sought on
such Acquired Asset by the Assuming Institution in the cause of action from which the
Counterclaim arises; and in such event the Receiver will provide indemnification only in
the amount of such excess; and no indemnification will be provided for any costs or
expenses other than any costs or expenses (including attorneys’ fees) which, in the
determination of the Receiver, have been actually and reasonably incurred by such
Indemnitee in connection with the defense of any such Counterclaim; and it is expressly
agreed that the Receiver reserves the right to intervene, in its discretion, on its behalf
and/or on behalf of the Receiver, in the defense of any such Counterclaim;

(ii) claims with respect to any liability or obligation of the Failed Bank
that is expressly assumed by the Assuming Institution pursuant to this Agreement or
subsequent to the execution hereof by the Assuming Institution or any Subsidiary or
Affiliate of the Assuming Institution;

(iii) claims with respect to any liability of the Failed Bank to any
present or former employee as such of the Failed Bank or of any Subsidiary or Affiliate
of the Failed Bank, which liability is expressly assumed by the Assuming Institution
pursuant to this Agreement or subsequent to the execution hereof by the Assuming
Institution or any Subsidiary or Affiliate of the Assuming Institution;

(iv) claims based on the failure of any Indemnitee to seek recovery of
damages from the Receiver for any claims based upon any action or inaction of the Failed
Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to
the Bank Closing Date;

(v) claims based on any violation or alleged violation by any
Indemnitee of the antitrust, branching, banking or bank holding company or securities
laws of the United States of America or any State thereof;

(vi) claims based on the rights of any present or former creditor,
customer, or supplier as such of the Assuming Institution or any Subsidiary or Affiliate of
the Assuming Institution;

(vii) claims based on the rights of any present or former shareholder as
such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming
Institution regardless of whether any such present or former shareholder is also a present
or former shareholder of the Failed Bank;

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Defined Terms. Capitalized terms used in this Agreement shall have the
t forth or referenced in this Section 1.3. As used herein, words imparting the
singular include the plural and vice versa.

“Accounting Records” means the general ledger and subsidiary ledgers and supporting
schedules which support the general ledger balances.

“Acquired Assets” means all assets of the Failed Bank purchased pursuant to this
Agreement. Assets owned by Subsidiaries of the Failed Bank are not “Acquired Assets” within
the meaning of this definition by virtue of being owned by such Subsidiaries.

“Acquired Subsidiary” or “Acquired Subsidiaries” means one or more, as applicable,
Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

“Affiliate” of any Person means any director, officer, or employee of that Person and any
other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or
indirect common control with, such Person, or (ii) who is an affiliate of such Person as the term
“affiliate” is defined in § 2(k) of the Bank Holding Company Act of 1956, as amended,
12 U.S.C. § 1841.

“Agreement” means this Purchase and Assumption Agreement by and among the
Assuming Institution, the Corporation and the Receiver, as amended or otherwise modified from
time to time.

“Assumed Deposits” means Deposits.
“Assuming Institution” has the meaning set forth in the. introduction to this Agreement.

“Bank Closing Date” means the close of business of the Failed Bank on the date on
which the Chartering Authority closed such institution.

“Bank Premises” means the banking buildings, drive-in banking facilities, teller
facilities (staffed or automated), storage and service facilities, structures connecting remote
facilities to banking houses, land on which the foregoing are located and unimproved land,
together with any adjacent parking, that are owned or leased by the Failed Bank and that have
formerly been utilized, are currently utilized, or as of the Bank Closing Date, are intended to be
utilized in the future by the Failed Bank as shown on the Failed Bank Records.

“Bank Premises Surrender Date” means, with respect to each specific Bank Premises,
the date selected by the Assuming Institution to surrender such Bank Premises to the. Receiver,
which date shall be no later than the first day after the Receiver is satisfied that all of the
conditions for surrender of such Bank Premises set forth in this Agreement have been met;
provided that, unless otherwise provided in this Agreement, such date shall not be more than 150
days after the Bank Closing Date.

“Bid Amount” has the meaning set forth in Article VII.

“Bid Form” means Exhibit “A” to the bid instructions provided to the Assuming
Institution.

“Bid Valuation Date” means October 7, 2014.

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Failed Bank Record without cost to the Corporation, and will deliver to the Corporation all
Failed Bank Records assigned and transferred to. the Corporation under this Article VI as soon as
practicable on or after the date of this Agreement. The party requesting a copy of any Failed
Bank Record shall bear the cost (based on standard accepted industry charges to the extent
applicable, as determined by the Receiver) for providing such duplicate Failed Bank Record. A
copy. of each Failed Bank Record requested shall be provided upon the request of the Receiver. If
the Receiver or Corporation is seeking access to a Failed Bank Record from the Assuming
Institution, the Receiver or Corporation need not provide a subpoena to obtain access to the
Failed Bank Records in the Assuming Institution’s custody.

ARTICLE VII. BID; INITIAL PAYMENT.

The Assuming Institution has submitted to the Receiver a Deposit premium bid of zero
percent (0%) and an Acquired Asset premium (discount) bid of ($80,400,000) (the “Bid
Amount”). The Deposit premium bid will be applied to the total of all Assumed Deposits except
for brokered, CDARS®, and any market place or similar subscription services Deposits as
reflected on Schedule 7. On the Payment Date, the Assuming Institution will pay to the
Corporation, or the Corporation will pay. to. the Assuming Institution, as the case may be, the
Initial Payment, together with interest on such amount (if the Payment Date is not the day
following the Bank Closing Date) from and including the day following the Bank Closing Date
to and including the day preceding the Payment Date at the Settlement Interest Rate.

ARTICLE VIII. ADJUSTMENTS; SETTLEMENT PROCESS.

8.1. Pro Forma Statement. The Receiver, as soon as practicable after the Bank
Closing Date, in accordance with the best information then available, shall provide to the
Assuming Institution a Pro Forma statement reflecting any adjustments of such liabilities and
assets as may be necessary. Such Pro Forma statement shall take into account, to the extent
possible, (a) liabilities and assets of a nature similar to those contemplated by Section 2.1 or
Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s
suspense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets
and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not
such accruals were reflected on the Failed Bank Records in the normal course of its operations,
and (c) adjustments to determine the Book Value of any investment in an Acquired Subsidiary
and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based
on the Equity Method of Accounting, whether or not the Failed Bank used the Equity Method of
Accounting for investments in subsidiaries, except that the resulting amount cannot be less than
the Acquired Subsidiary’s recorded equity as of the Bank Closing Date as reflected on the Failed
Bank Records of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be
restated to $1 pursuant to the Equity Method of Accounting. Any Acquired Asset purchased by
the Assuming Institution or any asset of an Acquired Subsidiary purchased by the Assuming
Institution pursuant to Section 3.1 which was partially or wholly charged off during the period
beginning the day after the Bid Valuation Date to the date of the Bank Closing Date shall be
deemed not to be charged off for the purposes of the Pro Forma statement, and the purchase price
shall be determined pursuant to Section 3.2.

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(q) any Loan that was secured by collateral that is an asset retained by the
Receiver under this Agreement;

(r) all assets related to any plan of the Failed Bank described in Section 2.4 or
any plan of the type described in Section 2.4 under which the Failed Bank has any liability,
obligation or responsibility, unless the Assuming Institution assumes liability, obligations or
responsibilities under such plan subsequent to the date of this Agreement; and

(s) any asset not shown on the Failed Bank Records as of the Bank Closing
Date and discovered after the. Settlement Date.

3.6. Retention or Repurchase of Assets Essential to Receiver.

(a) The Receiver may refuse to sell to the Assuming Institution, or the
Assuming Institution agrees, at the request of the Receiver set forth in a written notice to the
Assuming Institution, to sell, assign, transfer, convey, and deliver to the Receiver, all of the
Assuming Institution’s right, title and interest in and to, any Acquired Asset or asset essential to
the Receiver as determined by the Receiver in its discretion (together with all Credit Documents
evidencing or pertaining thereto), which may include any Acquired Asset or asset that the
Receiver determines to be:

(i) made to an officer, director, or other Person engaging in the affairs
of the Failed Bank, its Subsidiaries or Affiliates or any related entities of any. of the
foregoing;

(ii) the subject of any investigation relating to any claim with respect
to any item described in Section 3.5(a) or (b), or the subject of, or potentially the subject
of, any legal proceedings;

(iii) | made to a Person who is an Obligor on a loan owned by the
Receiver or the Corporation in its corporate capacity or its capacity as receiver of any
institution;

(iv) secured by collateral which also secures any asset owned by the
Receiver; or

(v) related to any asset of the Failed Bank not purchased by the
Assuming Institution under this Article III or any liability of the Failed Bank not assumed
by the Assuming Institution under Article II.

(b) Each such Acquired Asset or asset purchased by the Receiver shall be
purchased at a price equal to the Repurchase Price thereof less the Related Liability Amount with
respect to any Related Liabilities related to such Acquired Asset or asset, in each case
determined as of the date of the notice provided by the Receiver pursuant to Section 3.6(a). The
Receiver shall pay the Assuming Institution not later than the twentieth (20th) Business. Day.
following receipt of related Credit Documents and Credit Files together with interest on such
amount at the Settlement Interest Rate for the period from and including the date of receipt of
such documents to and including the day preceding the day on which payment is made. The
Assuming Institution agrees to administer and manage each such Acquired Asset or asset in
accordance with usual and prudent banking standards and business practices until each such
Acquired Asset or asset is purchased by the Receiver. All transfers with respect to Acquired
Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The Assuming

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obligations and liabilities with respect to leased Furniture and Equipment and leased
Fixtures located thereon and any ground lease with respect to the land on which such
Bank Premises are located, and (y) be required. to purchase all Fixtures and all Furniture
and Equipment owned by the Failed Bank and located on or at the Bank Premises as of
the Bank Closing Date.

(ii) If the Assuming Institution elects not to accept an assignment of
the lease or sublease of any leased Bank Premises, the notice of such election in
accordance with Section 4.6(b) shall specify the Bank Premises Surrender Date. The
Assuming Institution shall be responsible for promptly relinquishing and releasing to the
Receiver such Bank Premises. and the Fixtures, the Furniture and Equipment and. the
Specialty Assets located thereon which existed at the time of the Bank Closing Date, in
the same condition as at the Bank Closing Date, and at the Bank Premises where they
were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the
aforementioned which is missing will be charged to the Assuming Institution at the
item’s Fair Market Value as determined in accordance with this Agreement. By failing to
provide notice of its intention to surrender such Bank Premises prior to the expiration of
the option period specified in Section 4.6(b), or by remaining in any such Bank Premises
more than 150 days after the Bank Closing Date (unless the Assuming Institution must
do so to comply with Section 4.1 and has made appropriate arrangements with the
Receiver and all applicable lessors), the Assuming Institution shall, at the Receiver’s
option, (x) be deemed to have assumed all leases, obligations and liabilities with respect
to. such Bank Premises (including any ground lease with respect to the land on which
such Bank Premises are located), and leased Furniture and Equipment and leased Fixtures
located thereon in accordance with this Section 4.6 (unless the Receiver previously
repudiated any such lease), and (y) be required to purchase all Fixtures and all Furniture
and Equipment owned by the Failed Bank at Fair Market Value and located on or at the
Bank Premises as of the Bank Closing Date.

(h) Furniture and Equipment and Certain Other Equipment. The Receiver
hereby grants to the Assuming Institution an option to purchase all Furniture and Equipment
owned by the Failed Bank at Fair Market Value and located at any leased. or owned Bank
Premises (i) that the Assuming Institution does not elect to purchase pursuant to Section 4.6(a) or
(ii) for which Assuming Institution does not elect to take assignment of its lease pursuant to
Section 4.6(b); provided that, the Assuming Institution shall give the Receiver notice of its
election to purchase such Furniture and Equipment at the time it gives notice of its intention to
surrender such Bank Premises.

(i) Option to Put Bank Premises_and_ Related Fixtures, Furniture_and

Equipment.

(i) For a period of ninety (90) days following the Bank Closing Date,
the Assuming Institution shall be entitled to require the Receiver to purchase any Bank
Premises that is. owned, directly or indirectly, by an Acquired Subsidiary and. the
purchase price paid by the Receiver shall be the Fair Market Value of the Bank Premises.

(ii) If the Assuming Institution elects to require the Receiver to
purchase any Bank Premises that is owned, directly or indirectly, by an Acquired
Subsidiary, the Assuming Institution shall also have the option, exercisable within the
same ninety (90) day time period, to require the Receiver to purchase any Fixtures, any

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will continue to rent any such owned Bank Premises to the Assuming Institution for the amount
provided in Section 4.6(e) in order to comply with Section 4.1(a).

(d) Sale of Bank Premises. The Assuming Institution will pay to the Receiver,
upon the sale of any Bank Premises within twelve months following the Bank Closing Date, fifty
percent (50%) of the amount by which (a) the proceeds of such sale attributable to any franchise
or deposit premium (without deducting any expenses related to such sale) exceed (b) the deposit
premium paid by the Assuming Institution with respect to each Bank Premises sold.

4.2. Credit Card Business. The Assuming Institution agrees to honor and perform,
from and after the Bank Closing Date, all duties and obligations with respect to the Failed
Bank’s credit card business (including issuer or merchant acquirer) debit card business, stored
value and gift card business, and/or processing related to credit cards, if any, and assumes all
extensions of credit or balances outstanding as of the Bank Closing Date with respect to these
lines of business. The obligations undertaken pursuant to this Section do not include loyalty,
reward, affinity, or other similar programs related to the credit and debit card businesses.

4.3. Safe Deposit Business. The Assuming Institution assumes and agrees to
discharge, from and after the Bank Closing Date, in the usual course of conducting a banking
business, the duties and obligations of the Failed Bank with respect to all Safe Deposit Boxes, if
any, of the Failed Bank and to maintain all of the necessary facilities for the use of such boxes by
the renters thereof during the period for which such boxes have been rented and the rent therefor
paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed
Bank and the respective renters of such boxes; provided, that the Assuming Institution may
relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution
located in the Failed Bank Assessment Area in which such Safe Deposit Boxes were located.
The Safe Deposit Boxes shall be located and maintained in such Failed Bank Assessment Area
for a minimum of one year from the Bank Closing Date.

4.4. Safekeeping Business. The Receiver transfers, conveys and delivers to the
Assuming Institution and the Assuming Institution accepts all securities and other items, if any,
held by the Failed Bank in safekeeping for its customers as of the Bank Closing Date. The
Assuming Institution assumes and agrees to honor and discharge, from and after the Bank
Closing Date, the duties and obligations of the Failed Bank with respect to such securities and
items held in safekeeping. The Assuming Institution shall provide to the Receiver written
verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after the
Bank Closing Date. The assets held for safekeeping by the Failed Bank shall be held and
maintained by the Assuming Institution in the Failed Bank Assessment Area for a minimum of
one year from the Bank Closing Date. At the option of the Assuming Institution, the safekeeping
business may be provided at any or all of the Bank Premises, or at other premises within the
Failed Bank Assessment Area. The Assuming Institution shall be entitled to all rights and
benefits which accrue after the Bank Closing Date with respect to securities and other items held
in safekeeping.

4.5. Trust Business.

(a) Assuming Institution as Successor. The Assuming Institution shall,
without further transfer, substitution, act or deed, to the full extent permitted by law, succeed to
the rights, obligations, properties, assets, investments, deposits, agreements, and trusts of the
Failed Bank under trusts, executorships, administrations, guardianships, and agencies, and other

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8.2. Correction of Errors and Omissions; Other Liabilities.

(a) Adjustments to Correct Errors. In the event any bookkeeping omissions or
errors are discovered in preparing any Pro Forma statement or in completing the transfers and
assumptions contemplated hereby, the parties hereto agree to correct such errors and omissions,
it being understood that, as far as practicable, all adjustments will be made consistent with the
judgments, methods, policies or accounting principles utilized by the Failed Bank in preparing
and maintaining Failed Bank Records, except that adjustments made pursuant to this Section
8.2(a) are not intended to bring the Failed Bank Records into accordance with generally accepted
accounting principles.

(b) Receiver’s Rights Regarding Other Liabilities. If the Receiver discovers
at any time subsequent to the date of this Agreement that any claim exists against the Failed
Bank which is of such a nature that it would have been included in the liabilities assumed under
Article II had the existence of such claim or the facts giving rise thereto been known as of the
Bank Closing Date, the Receiver may, in its discretion, at any time, require that such claim be
assumed by the Assuming Institution in a manner consistent with the intent of this Agreement.
The Receiver will make appropriate adjustments to the Pro Forma statement provided by the
Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary.

(c) Other Adjustments. If the Failed Bank transferred, after the Bid Valuation
Date, an asset to a Subsidiary that is not an Acquired Subsidiary and the Assuming Institution
would have purchased that asset under Section 3.1 but for that transfer, the Receiver will make
an adjustment to the Initial Payment (or subsequent payments) in an amount equal to (i) the Book
Value of that transferred asset divided by (ii) the Book Value of all Acquired Assets plus the
Book Value of that transferred asset plus the Book Value of other similarly transferred assets,
then multiplied by (iii) the Acquired Asset premium (discount) bid set forth in Article VII. This
adjustment will be as a credit to the Assuming Institution in the case of an Acquired Asset
premium bid and a credit to the Receiver in the case of an Acquired Asset discount bid. For
purposes of this Section 8.2(c), Book Value means, solely with respect to the applicable t
transferred to as Subsidiary that is not an Acquired Subsidiary, that value stated on the Failed
Bank Records as of the Bid Valuation Date.

8.3. Payments. The Receiver agrees to cause to be paid to the Assuming Institution,
or the Assuming Institution agrees to pay to the Receiver, as the case may be, on the Settlement
Date, a payment in an amount which reflects net adjustments (including any costs, expenses and
fees associated with determinations of value as provided in this Agreement) made pursuant to
Section 8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the
Assuming Institution agree to effect on the Settlement Date any further transfer of assets to or
assumption of liabilities or claims by the Assuming Institution as may be necessary in
accordance with Section 8.1 or Section 8.2.

8.4. Interest. Any amounts paid under Section 8.3 or Section 8.5 shall bear interest
for the period from and including the day following the Bank Closing Date to and including the
day preceding the payment at the Settlement Interest Rate.

8.5. Subsequent Adjustments. In the event that the Assuming Institution or the
Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with
respect to the payment made under Section 8.3 after the Settlement Date, the Assuming
Institution and the Receiver agree to promptly correct any such errors or omissions, make any

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(A) made any advance in accordance with the terms of a
Commitment or otherwise with respect to such Loan;

(B) taken any action that caused an increase in the amount of a
Related Liability with respect to such Loan;

(C) created or permitted to be created any Lien on such Loan
which secures indebtedness for money borrowed or which constitutes a
conditional sales agreement, capital lease or other title retention agreement;

(D) _ entered into, agreed to make, grant or permit, or made,
granted or permitted any modification or amendment to, any waiver or extension
with respect to, or any renewal, refinancing or refunding of, such Loan or related
Credit Documents or collateral, including, without limitation, any act or omission
which diminished such collateral; or

(E) sold, assigned or transferred all or a portion of such Loan to
a third party (whether with or without recourse).

(b) Puts Prior to the Settlement Date. During the period from the Bank
Closing Date to and including the Business Day immediately preceding the Settlement Date, the
Assuming Institution may require the Receiver to purchase any Acquired Asset which the
Assuming Institution can establish is evidenced by. forged or stolen instruments as of the. Bank.
Closing Date; provided that the Assuming Institution may not require the Receiver to purchase
any Acquired Asset with respect to which the Assuming Institution has taken any action referred
to in Section 3.4(a)(iii) with respect to such Acquired Asset. The Assuming Institution shall
transfer all such Acquired. Assets to the Receiver without recourse, and shall indemnify the
Receiver against any and all claims of any Person claiming by, through or under the Assuming
Institution with respect to any such Acquired Asset, as provided in Section 12.4.

(c) Notices to the Receiver. If the Assuming Institution elects to require the
Receiver to purchase. one or more. Acquired Assets pursuant to this Section 3.4, the Assuming.
Institution shall deliver to the Receiver a notice (“Put Notice”) which shall include:

(i) a list of all Acquired Assets that the Assuming Institution requires
the Receiver to purchase;

(ii) a list of all Related Liabilities with respect to the Acquired Assets
identified in the Put Notice; and

(iii) a statement of the estimated Repurchase Price of each Acquired
Asset identified in the Put Notice as of the applicable Put Date (defined below).

The Put Notice shall be in the form prescribed by the Receiver or such other form to
which the Receiver has consented. As provided in Section 9.6, the Assuming Institution. shall
deliver to the Receiver all documents, Credit Files and additional information relating to the
subject matter of the Put Notice as the Receiver may request and shall provide the Receiver with
full access to all other relevant books and records.

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(iv)

(v)

For regularly traded contracts, valuations shall be at the midpoint of the
bid and ask prices quoted by customary sources (e.g., The Wall Street
Journal, Telerate, Reuters or other similar source) or regularly traded
exchanges.

For all other Qualified Financial Contracts where published market quotes
are unavailable, the adjusted price shall be the average of the bid and ask
price quotes from three (3) securities dealers acceptable to the Receiver
and Assuming Institution as of the Bank Closing Date. If quotes from
securities dealers cannot be obtained, an appraiser acceptable to the
Receiver and the Assuming Institution will perform a valuation based on
modeling, correlation analysis, interpolation or other techniques, as
appropriate.

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“Lien” means any mortgage, lien, pledge, charge, assignment for security purposes,
security interest or encumbrance of any kind with respect to an Acquired Asset, including any
conditional sale agreement or capital lease or other title retention agreement relating to such
Acquired Asset.

“Loan” or “Loans” means, individually or collectively, all of the following owed to or
held by the Failed Bank as of the Bank Closing Date:

(a) loans (including loans which have been charged off the Failed Bank
Records in whole or in part prior to and including the Bid Valuation Date), participation
agreements, interests in participations, overdrafts of customers (including but not limited to
overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in
connection with a deposit account), revolving commercial lines of credit, home equity lines of
credit, Commitments, United States and/or State-guaranteed student loans and lease financing
contracts;

(b) all Liens, rights (including rights of set-off), remedies, powers, privileges,
demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or
for the benefit of, the holder of the obligations or instruments referred to in clause (a) above,
including but not limited to those arising under or based upon Credit Documents, casualty
insurance policies and binders, standby letters of credit, mortgagee title insurance policies and
binders, payment bonds and performance bonds at any time and from time to time existing with
respect to any of the obligations or instruments referred to in clause (a) above; and

(c) all amendments, modifications, renewals, extensions, refinancings and
refundings of or for any of the foregoing.

“New Loan” means a Loan made by the Failed Bank after the Bid Valuation Date that is
not a continuation, amendment, modification, renewal, extension, refinancing, restructuring or
refunding of or for any then-existing Loan.

“Obligor” means each Person liable for the full or partial payment or performance of any
Loan, whether such Person is obligated directly, indirectly, primarily, secondarily, jointly or
severally.

“Other Real Estate” means all interests in real estate (other than Bank Premises and
Fixtures), including but not limited to mineral estates, leasehold rights, condominium and
cooperative interests, easements, air rights, water rights, and development rights that are owned
by the Failed Bank as of Bid Valuation Date.

“Other Real Estate Subsidiaries” means those Subsidiaries listed on the Bid Form, if
any.

“Owned Data Management Equipment” means any equipment, computer hardware,
computer software, computer networking equipment, printers, fax machines, copiers, document
scanners, data tape systems, data tapes, DVDs, CDs, flash drives, telecommunications and check
processing equipment and any other electronic storage media owned by the Failed Bank at Bank
Closing Date which is, was, or could have been used by the Failed Bank in connection with data
management activities.

“Payment Date” means the first Business Day after the Bank Closing Date.

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that the Deposit balances to the credit of the respective makers or drawers assumed by the
Assuming Institution under this Agreement are sufficient to permit the payment thereof, and. in
all other respects to discharge, in the usual course of conducting a banking business, the duties
and obligations of the Failed Bank with respect to the Deposit balances due and owing to the
depositors of the Failed Bank assumed by the Assuming Institution under this Agreement.

5.2. Certain Agreements Related to Deposits. Except as may be modified pursuant
to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written
escrow or loan servicing agreement or other similar agreement relating to a Deposit liability
assumed by the Assuming Institution pursuant to this Agreement.

5.3. Notice to Depositors.

(a) Assumption of Deposits. Within seven (7) days after the Bank Closing
Date, the Assuming Institution shall give notice by mail to each depositor of the Failed Bank of
(i) the assumption of the Deposit liabilities of the Failed Bank, and (ii) the procedures to claim
Deposits (the Receiver shall provide item (ii) to Assuming Institution). The Assuming
Institution shall also publish notice of its assumption of the Deposit liabilities of the Failed Bank
in a newspaper of general circulation in the county or counties in which the Failed Bank was
located.

(b) Notice to Depositors. Within seven (7) days after the Bank Closing Date,
the Assuming Institution shall give notices by mail to each depositor of the Failed Bank, as
required under Section 2.2.

(c) Fee Schedule. If the Assuming Institution proposes to charge fees
different from those fees formerly charged by the Failed Bank, the Assuming Institution shall
include its fee schedule in its mailed notice.

(d) Approval of Notices and Publications. The Assuming Institution shall
obtain approval of all notices and publications required by this Section 5.3 from counsel for the
Receiver prior to mailing or publication.

(e) Validation. To validate the notice requirements outlined in Section 5.3, the
Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the
publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will prepare
an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7)
day Notice to Depositors as required under Section 5.3(b).

ARTICLE VI. FAILED BANK RECORDS.

6.1. Transfer of Failed Bank Records. In accordance with Sections 2.1 and 3.1, the
Receiver assigns, transfers, conveys and delivers to the Assuming Institution, wherever located,
any and all Failed Bank Records, other than the following:

(a) Failed Bank Records pertaining to former employees of the Failed Bank
who were no longer employed by the Failed Bank as of the Bank Closing Date and Failed Bank
Records pertaining to employees of the Failed Bank who were employed by the Failed Bank as
of the Bank Closing Date and for whom the Receiver is unable to obtain a waiver to release such
Failed Bank Records to the Assuming Institution;

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(b) Excluded Agreements. The provisions of Section 4.8(a) regarding the
Assuming Institution’s election, to assume or. not assume. certain agreements shall not apply to (i)
agreements pursuant to which the Failed Bank provides loan servicing for others or loan
servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed
Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration
Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any. insurance
policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5, (iv)
consulting, management or employment agreements, if any, between the Failed Bank and its
employees or other Persons, and (v) any contract or agreement under which the Failed Bank is
the lessor of Bank Premises. or Other Real Estate. Except as otherwise. expressly set forth
elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire
any rights under any of the agreements described in this Section 4.8(b).

4.9. Informational Tax Reporting. The. Assuming Institution agrees. to perform all
obligations of the Failed Bank with respect to Federal and State income tax informational
reporting related to (i) the Acquired Assets and the Liabilities Assumed, (ii) deposit accounts that
were closed and loans that were paid off or collateral obtained with respect thereto prior to the
Bank Closing Date, (iii), miscellaneous. payments made to vendors. of the Failed Bank, and (iv).
any other asset or liability of the Failed Bank, including, without limitation, loans not purchased
and Deposits not assumed by the Assuming Institution, as may be required by the Receiver.

4.10. Insurance.

(a) Assuming Institution to Insure. The Assuming Institution will obtain and
maintain insurance coverage acceptable to the Receiver (including public liability, fire, and
extended coverage insurance) naming the Assuming Institution as the insured and the Receiver
as additional insured, effective from and after the Bank Closing Date, with respect to all (i) Bank
Premises, and (ii) Fixtures, Furniture and Equipment, Specialty Assets and Leased Data
Management Equipment located on or at those Bank Premises. The Assuming Institution’s
obligation to insure and to maintain the Receiver as an additional insured on Bank Premises.
insurance coverage shall cease upon either: (x) Bank Premises Surrender Date or (y) the date the
Assuming Institution receives a deed from the Receiver for owned Bank Premises or assumes the
lease for leased Bank Premises.

(b), Rights of Receiver. If the Assuming Institution at any time from or after
Bank Closing Date fails to (i) obtain or maintain any of the insurance policies required by
Section 4.10(a), (ii) pay any premium in whole or in part related to those insurance policies, or
(iii) provide evidence of those insurance policies acceptable to the Receiver, then the Receiver
may in its sole and absolute discretion, without notice, and without waiving or releasing any
obligation or liability of the Assuming Institution, obtain and maintain insurance policies, pay
insurance premiums and take any other actions with respect to the insurance coverage as the
Receiver deem advisable. The Assuming Institution will reimburse the Receiver for all sums
disbursed in connection with this Section 4.10(b).

4.11. Office Space for Receiver and Corporation; Certain Payments.

(a) FDIC Office Space. For the period commencing on the day following the
Bank Closing Date and ending on the one hundred fiftieth (150th) day following the Bank
Closing Date, the Assuming Institution will provide to the Receiver and the Corporation, without
charge, adequate and suitable office space (including parking facilities and vault space),

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“Credit File” means all Credit Documents and all other credit, collateral or insurance
documents in the possession or custody of the Assuming Institution, or any of its Subsidiaries or
Affiliates, relating to an Acquired Asset or a Loan included in a Put Notice, or copies of any such
documents.

“Deposit” means a deposit as defined in 12 U.S.C. § 1813(1), including without
limitation, outstanding cashier’s checks and other official checks and all uncollected items
included in the depositors’ balances and credited on the Failed Bank Records; provided that the
term “Deposit” shall not include all or any portion of those deposit balances which, in the
discretion of the Receiver or the Corporation, (i) may. be required to satisfy. it for any liquidated
or contingent liability of any depositor arising from an unauthorized or unlawful transaction, or
(ii) may be needed to provide payment of any liability of any depositor to the Failed Bank or the
Receiver, including the liability of any depositor as a director or officer of the Failed Bank,
whether or not the amount of the liability is or can be determined as of the Bank Closing Date.

“Deposit Secured Loan” means a loan in which the only collateral securing the loan is
Assumed Deposits or deposits at other insured depository institutions.

“Electronically Stored Information” means any system backup tapes, any electronic
mail (whether on an exchange or other similar system), any data on personal computers and any
data on server hard drives.

“Eligible Individuals” has the meaning set forth in Section 4.12.

“Eligible Overdraft” means an overdraft that (1) was in existence on the Bank Closing
Date with (2) a balance of greater than $500, and (3) was not made pursuant to an overdraft
protection plan or similar extension of credit.

“Equity Method of Accounting” means the carrying value of a bank’s investment in a
subsidiary is originally recorded at cost but is adjusted periodically to record as income the
bank’s proportionate share of the subsidiary’s earnings or losses and decreased by the amount of
cash dividends or similar distributions received from the subsidiary. Acquired Subsidiaries with
negative equity will be restated to $1 pursuant to the Equity Method of Accounting.

“ERISA” has the meaning set forth in Section 4.12.
“Failed Bank” has the meaning set forth in Recital A.

“Failed Bank Advances” means the total sums paid by the Failed Bank to (i) protect its
lien position, (ii) pay ad valorem taxes and hazard insurance and (iii) pay premiums for credit
life insurance, accident and health insurance and vendor’s single interest insurance.

“Failed Bank Assessment Area” means the most recent Community Reinvestment Act
(“CRA”) assessment area of the Failed Bank reflected in the Information Package.

“Failed Bank Records” means records as defined in 12 C.F.R. § 360.11(a)(3).

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“Board” has the meaning set forth in Recital D.

“Book Value” means, with respect to any Acquired Asset and any Liability Assumed, the
dollar amount thereof stated on the Failed Bank Records. The Book Value of any item shall be
determined as of the Bank Closing Date after adjustments made by the Receiver for differences
in accounts, suspense items, unposted debits and credits and other similar adjustments or
corrections and for setoffs, whether voluntary or involuntary. The Book Value of an Acquired
Subsidiary shall be determined from the investment in subsidiary and related accounts on the
“bank only” (unconsolidated) balance sheet of the Failed Bank based on the Equity Method of
Accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability
Assumed shall include all accrued and unpaid interest thereon as of the Bank Closing Date, and
(ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest
(as it relates to the “rule of 78s” or add-on-interest loans, as applicable), if any, as of the Bank
Closing Date, adjustments for the portion of earned or unearned loan-related credit life and/or
disability insurance premiums, if any, attributable to the Failed Bank as of the Bank Closing
Date, and adjustments for Failed Bank Advances, if any, in each case as determined for financial
reporting purposes. The Book Value of an Acquired Asset shall not include any adjustment for
loan premiums, discounts or any related deferred income, fees or expenses, or general or specific
reserves on the Failed Bank Records.

“Business Day” means a day other than a Saturday, Sunday, Federal legal holiday or
legal holiday under the laws of the State where the Failed Bank is located, or a day on which the
principal office of the Corporation is closed.

“Chartering Authority” means (i) with respect to a national bank, a Federal savings
association or savings bank, the Office of the Comptroller of the Currency, (ii) with respect to a
bank or savings institution chartered by a State, the agency of such State charged with primary
responsibility for regulating and/or closing banks or savings institutions, as the case may be, (iii)
the Corporation in accordance with 12 U.S.C. § 1821(c)(4), with regard to self-appointment, or
(iv) the appropriate Federal banking agency in accordance with 12 U.S.C. § 1821(c)(9).

“Commitment” means the unfunded portion of a line of credit or other commitment
reflected on the Failed Bank Records to make an extension of credit (or additional advances with
respect to a Loan) that was legally binding on the Failed Bank as of the Bank Closing Date, other
than extensions of credit pursuant to the credit card business and overdraft protection plans of the
Failed Bank, if any.

“Corporation” has the meaning set forth in the introduction to this Agreement.
“Counterclaim” has the meaning set forth in Section 12.1(b).

“Credit Documents” means the agreements, instruments, certificates or other documents
at any time evidencing or otherwise relating to, governing or executed in connection with or as
security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit
applications, lease financing contracts, banker’s acceptances, drafts, interest protection
agreements, currency exchange agreements, repurchase agreements, reverse repurchase
agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges,
subordination or priority agreements, lien priority agreements, undertakings, security
instruments, certificates, documents, legal opinions, participation agreements and intercreditor
agreements, and all amendments, modifications, renewals, extensions, rearrangements, and
substitutions with respect to any of the foregoing.

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(d) Purchase by Receiver. The Receiver shall purchase Acquired Assets that
are specified in the Put Notice and shall assume Related Liabilities with respect to such Acquired
Assets. The transfer of such Acquired Assets and Related Liabilities shall be effective as of a
date determined by the Receiver, which date shall not be later than thirty (30) days after receipt
by the Receiver of the Put Notice (the “Put Date”).

(e) Purchase Price and Payment Date. Each Acquired Asset purchased by the
Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price
of such Acquired Asset minus the Related Liability Amount applicable to such Acquired Asset,
in each case determined as of the applicable Put Date. If the difference between the Repurchase
Price and the Related Liability Amount is positive, then the Receiver shall pay to the Assuming
Institution the amount of the difference; if the difference between such amounts is negative, then
the Assuming Institution shall pay to the Receiver the amount of the difference. The Assuming
Institution or the Receiver, as the case. may. be, shall pay. the amount determined pursuant to this.
Section 3.4 not later than the twentieth (20th) Business Day following the applicable Put Date,
together with interest on such amount at the Settlement Interest Rate for the period from and
including such Put Date to and including the day preceding the date on which payment is made.

(f) Servicing. The Assuming Institution shall administer and manage any
Acquired Asset subject to purchase by the Receiver in accordance with usual and prudent
banking standards and business practices until the Receiver purchases such Acquired Asset.

(g) Reversals. If the. Receiver purchases, an Acquired Asset (and assumes. the.
Related Liability) that it is not required to purchase pursuant to this Section 3.4, the Assuming
Institution shall repurchase such Acquired Asset (and assume such Related Liability) from the
Receiver at a price computed so as to achieve the same economic result as would apply if the
Receiver had never purchased such Acquired Asset pursuant to this Section 3.4.

(h) Transfer to Receiver without Recourse. The Assuming Institution shall
transfer any Acquired Asset pursuant to this Section 3.4 to the Receiver without recourse and
shall indemnify the Receiver against any and all claims of any, Person claiming by, through or
under the Assuming Institution with respect to any such Acquired Asset, as provided in
Section 12.4.

3.5. Assets Not Purchased by Assuming Institution. The Assuming Institution does
not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement)
obtain an option to purchase, acquire or assume under this Agreement:

(a) any financial institution bonds, banker’s blanket bonds, or public liability,
fire, extended coverage insurance policy, bank owned life insurance or any other insurance
policy of the Failed Bank, or premium refund, unearned premium derived from cancellation, or
any proceeds payable with respect to any of the foregoing;

(b) any. interest, right, action, claim, or judgment against (i) any officer,
director, employee, accountant, attorney, or any other Person employed or retained by the Failed
Bank or any Subsidiary of the Failed Bank on or prior to the Bank Closing Date arising out of
any act or omission of such Person in such capacity, (ii) any underwriter of financial institution
bonds, banker’s blanket bonds or any other insurance policy of the Failed Bank, (iii) any.
shareholder or holding company of the Failed Bank, or (iv) any other Person whose action or
inaction may be related to any loss (exclusive of any loss resulting from such Person’s failure to
pay on a Loan made by the Failed Bank) incurred by the Failed Bank; provided that for the

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automated teller machines (to the extent they are not Fixtures), carpeting, furniture, office
machinery, shelving, office supplies, telephone, surveillance and security systems, ancillary
equipment and artwork. . Furniture and equipment located at a storage facility not adjacent to a
Bank Premises are excluded from this definition.

“GSE” means a government sponsored enterprise.

“Indemnitees” means, except as provided in Section 12.1(b)(xi), (i) the Assuming
Institution, (ii) the Subsidiaries and Affiliates of the Assuming Institution other than any
Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the
Assuming Institution and (iii) the directors, officers, employees and agents of the Assuming
Institution and its Subsidiaries. and Affiliates who are not also present or former directors,
officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed
Bank.

“Information Package” means the most recent compilation of financial and other data
with respect to the Failed Bank, including any amendments or supplements thereto, provided to
the Assuming Institution by the Corporation on the web site used by the Corporation to market
the Failed Bank to potential acquirers.

“Initial Payment” means the payment made pursuant to Article VII (based on the best
information available as of the Bank Closing Date), the amount of which shall be either (i) if the
Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the sum of
the aggregate purchase price of the Acquired Assets (including any Bank Premises, Other Real
Estate, Other Real Estate Subsidiaries, and Optional Loan Pools purchased via the Bid Form) as
determined pursuant to Section 3.2 and the positive Bid Amount, or (ii) if the Bid Amount is
negative, the sum of the aggregate Book Value of the Liabilities Assumed and the negative Bid
Amount minus the aggregate purchase price of the Acquired Assets (including any Bank
Premises, Other Real Estate, Other Real Estate Subsidiaries, and Optional Loan Pools purchased
via the Bid Form). The Initial Payment shall be payable by the Corporation to the Assuming
Institution if (i) the Liabilities Assumed are greater than the sum of the positive Bid Amount and
the aggregate purchase price of the Acquired Assets, or if (ii) the sum of the Liabilities Assumed
and the negative Bid Amount are greater than the aggregate purchase price of the Acquired
Assets. The Initial Payment shall be payable by the Assuming Institution to the Corporation if (i)
the Liabilities Assumed are less than the sum of the positive Bid Amount and the aggregate
purchase price. of the Acquired Assets, or if (ii) the sum of the. Liabilities Assumed. and the
negative Bid Amount is less than the aggregate purchase price of the Acquired Assets. Such
Initial Payment shall be subject to adjustment as provided in Article VIII.

“Leased Data Management Equipment” means any equipment, computer hardware,
computer software (and the lease or licensing agreements related thereto), computer networking
equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes,
DVDs, CDs, flash drives, telecommunications and check processing equipment and any other
electronic storage media leased by the Failed Bank at Bank Closing Date which is, was, or could
have been used by the Failed Bank in connection with data management activities.

“Liabilities Assumed” has the meaning provided in Section 2.1.

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EXHIBIT 4.13
INTERIM ASSET SERVICING ARRANGEMENT

This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that
certain Purchase and Assumption Agreement (the “Purchase and Assumption Agreement”)
among the Receiver, the Assuming Institution and the Corporation, to which this Arrangement is
attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 shall have the
meanings assigned to such terms in the Agreement.

(a) With respect to each asset or liability designated from time to time by the
Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing
Arrangement (the “Arrangement”), including any assets or liabilities sold or conveyed by the
Receiver to any party other than the Assuming Institution (any such party, a “Successor
Owner’) but with respect to which the Receiver has an obligation to service or provide servicing
support (such assets and liabilities, the “Pool Assets”), for certain loans (the “Loans”) during the
term of this Arrangement the Assuming Institution shall service or provide servicing support to
the Pool Assets as described in this Exhibit 4.13.

If the Assuming Institution is an approved or qualified servicer for any government
sponsored entity (each, a “GSE”) and if any of the Loans are owned by a GSE, the Assuming
Institution shall service or provide servicing support for the Loans owned by a GSE in
accordance with the guidelines promulgated by and its agreements with the applicable GSE. If
the Assuming Institution is not an approved or qualified servicer for a GSE or the Loans are not
owned by a GSE, then the Assuming Institution shall service or provide servicing support for the
Loans in accordance with the following:

(0) promptly post and apply payments received to the applicable system of
record;

(ii), reverse and return insufficient funds checks;

(iii) pay (A) participation payments to participants in Loans, as and when
received; (B) tax and insurance bills, as they come due, out of any escrow funds maintained for
such purposes; and (C) unfunded commitments and protective advances out of any escrow funds
created for such purposes;

(iv) process funding draws under Loans and protective advances in connection
with collateral and acquired property, in each case, as and to the extent authorized and funded by
the Receiver;

(v) maintain in use all data processing equipment and systems and other
systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank
Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank
Closing Date and not, without the express consent of the Receiver (which consent must be
sought at least sixty (60) days prior to taking any action), deconvert, remove, transfer or
otherwise discontinue use of any of the Failed Bank’s systems of record with respect to any Pool
Asset;

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Whole Bank 82. Capitol City Bank & Trust Company
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any reason, you can withdraw your funds and close your account(s). Withdrawing funds from one or
more of your account(s) satisfies the federal law claiming requirement. If you have time deposits, such as
certificates of deposit, [Name of Assuming Institution] can advise you how to withdraw them without
being charged an interest penalty for early withdrawal.

Tf you do not claim ownership of your account(s) at [Name of Assuming Institution by
Date: eighteen months from the Closing Date] federal law requires [Name of Assuming Institution] to
return your deposits to the FDIC, which will deliver them as unclaimed property to the State indicated in
your address in the Failed Institution’s records. If your address is outside of the United States, the FDIC
will deliver the deposits to the State in which the Failed Institution had its main office. 12 U.S.C.
§ 1822(e). If the State accepts custody of your deposits, you will have 10 years from the date of delivery
to claim your deposits from the State. After 10 years you will be permanently barred from claiming your
deposits. However, if the State refuses to take custody of your deposits, you will be able to claim them
from the FDIC until the receivership is terminated. If you have not claimed your insured deposits before
the receivership is terminated, and a receivership may be terminated at any time, all of your rights in those
deposits will be barred.

If you have any questions or concerns about these items, please contact [Bank
Employee] at [Name of Assuming Institution] by phone at [(XXX) XXX-XXXX].

Sincerely,

[Name of Claims Specialist]
[Title]

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reflected in the purchase of the associated Fixtures, the Assuming Institution shall pay the
Receiver the Fair Market Value of the Receiver’s interest in any such assigned lease. The
Assuming Institution shall give notice to the Receiver within the option period of its election to
accept or not to accept an assignment of any or all leases (or enter into new leases in lieu
thereof). The Assuming Institution shall assume all leases assigned (or enter into new leases in
lieu thereof) pursuant to this Section 4.6.

(c) Facilitation. . The. Receiver shall facilitate the assumption, assignment or
sublease of leases or the negotiation of new leases by the Assuming Institution; provided that
neither the Receiver nor the Corporation shall be obligated to engage in litigation, make
payments to the Assuming Institution or to any third party in connection with facilitating any
such assumption, assignment, sublease or negotiation or commit to any other obligations to
third parties.

(d) | Notice of Surrender of Bank Premises. The Assuming Institution shall
give the Receiver at least fifteen (15) days prior written notice of its intent to surrender to. the
Receiver any Bank Premises with respect to which the Assuming Institution has not exercised
the options provided in Sections 4.6(a) and 4.6(b). Any such notice shall designate the intended
Bank Premises Surrender Date and shall terminate the Assuming Institution’s option with
respect to such Bank Premises.

(e) Occupancy Costs.

(i) The Assuming Institution shall pay to the Receiver, or to
appropriate third parties at the direction of the Receiver, for the period from the Bank
Closing Date until the Bank Premises Surrender Date, the following amounts: (A) for
owned Bank Premises, the market rental value, as determined by the appraiser selected in
accordance with the definition of Fair Market Value, and all operating costs (provided,
however, that, for owned Bank Premises the Assuming Institution elects to purchase
under Section 4.6(a)(i), (1) the time period shall be from the Bank Closing Date until the
date the Receiver receives the purchase price for such Bank Premises from the Assuming
Institution, and (2) the amount shall be limited to market rental value and operating costs
for the space not occupied by other tenants), and (B) for leased Bank Premises, all
operating costs with respect thereto. The Assuming Institution shall comply with the
terms of applicable leases on leased Bank Premises, including without limitation the
timely payment of all rent. Operating costs include, without limitation, all taxes, fees,
charges, maintenance, utilities, insurance and assessments, to the extent not included in
the rental value or rent.

(ii) | The Assuming Institution shall pay to the Receiver rent for all
owned or leased Furniture and Equipment, all owned or leased Fixtures and all Specialty
Assets located on or at the Bank Premises for the period from the Bank Closing Date
until the Bank Premises Surrender Date (provided, however, that, for owned Bank
Premises the Assuming Institution elects to purchase under Section 4.6(a)(i), (A) the time
period shall be. from the Bank Closing Date until the date the Receiver receives the
purchase price for such Bank Premises from the Assuming Institution, and (B) the
amount shall be limited to rent for owned or leased Furniture and Equipment, owned or
leased Fixtures and Specialty Assets located on or at the Bank Premises in the space not
occupied by other tenants). Rent for such property owned by the Failed Bank shall be the
market rental value thereof, as determined by the Receiver within sixty (60) days after the

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PURCHASE AND ASSUMPTION AGREEMENT
WHOLE BANK
ALL DEPOSITS
AMONG
FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF CAPITOL CITY BANK & TRUST COMPANY,

ATLANTA, GA

FEDERAL DEPOSIT INSURANCE CORPORATION

AND

FIRST-CITIZENS BANK & TRUST COMPANY,
RALEIGH, NC

DATED AS OF

FEBRUARY 13, 2015}

Whole Bank

Capitol City Bank & Trust Company

‘Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT

Atlanta, GA


EXHIBIT 2.3B

AFFIDAVIT OF MAILING

AFFIDAVIT OF MAILING

State of
COUNTY OF

Iam employed as a [Title of Office] by the [Name of Assuming Institution].

This will attest that on [Date of mailing], I caused a true and correct copy of the Final Legal Notice,
attached hereto, to owners of unclaimed deposits of [Name of Failed Bank], City, State, to be prepared
for deposit in the mail of the United States of America on behalf of the Federal Deposit Insurance
Corporation. A list of depositors to whom the notice was mailed is attached. This notice was mailed to
the depositor’s. last address as reflected on the books and records of the [Name of Failed Bank] as of the
date of failure.

[Name]

[Title of Office]

[Name of Assuming Institution]
Subscribed and sworn to before me this day of [Month, Year].

My commission expires:

[Name], Notary Public

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Corporation in its corporate capacity without the consent of Assuming Institution.
Notwithstanding anything to the contrary contained in this Agreement, the Assuming Institution
may not assign or otherwise transfer this Agreement or any of the Assuming Institution’s rights
or obligations hereunder (in whole or in part) without the prior written consent of the Receiver,
which consent may be granted or withheld by the Receiver in its sole and absolute discretion.

(b) No Third Party Beneficiaries. Nothing expressed or referred to in this
Agreement is intended or shall be construed to give any Person other than the Receiver, the
Corporation and the Assuming Institution any legal or equitable right, remedy or claim under or
with respect to this Agreement or any provisions contained herein, it being the intention of the
parties hereto that this Agreement, the obligations and statements of responsibilities hereunder,
and all other conditions and provisions hereof are for the sole and exclusive benefit of the
Receiver, the Corporation and the Assuming Institution and for the benefit of no other Person.

13.11. Modification. No amendment or other modification, rescission or release of any
part of this Agreement shall be effective except pursuant to a written agreement subscribed by
the duly authorized representatives of the parties.

13.12. Manner of Payment. All payments due under this Agreement shall be in lawful
money of the United States of America in immediately available funds as each party hereto may
specify to the other parties; provided that in the event the Receiver or the Corporation is
obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment
may be made by. check.

13.13. Waiver. Each of the Receiver, the Corporation and the Assuming Institution may
waive its respective rights, powers or privileges under this Agreement; provided that such waiver
shall be in writing; and further provided that no failure or delay on the part of the Receiver, the
Corporation or the Assuming Institution to exercise any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right,
power or privilege under this Agreement preclude any other or further exercise thereof or the
exercise of any other right, power or privilege by the Receiver, the Corporation or the Assuming
Institution under this Agreement, nor will any such waiver operate or be construed as a future
waiver of such right, power or privilege under this Agreement.

13.14. Severability. If any provision of this Agreement is declared invalid or
unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement
shall remain in full force and effect and shall be binding upon the parties hereto.

13.15. Term of Agreement. This Agreement shall continue in full force and effect
until the sixth (6th) anniversary of the Bank Closing Date; provided that the provisions of
Sections 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and provided
further that the receivership of the Failed Bank may be terminated prior to the expiration of the
term of this Agreement, and in such event, the guaranty of the Corporation, as provided in and in
accordance with the provisions of Section 12.7, shall be in effect for the remainder of the term of
this Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of
any party with respect to any (a) amount which is owing at the time of such expiration,
regardless of when such amount becomes payable, and (b) breach of this Agreement occurring
prior to such expiration, regardless of when such breach is discovered.

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Such allocation shall be made by specific allocation, where determinable, and otherwise
shall be pro rata based upon the dollar amount of such Acquired Assets stated on the Failed Bank
Records. of the entity that owns such Acquired. Asset.

“Repurchase Price” means, with respect to any Acquired Asset, an amount equal to the
sum of (i) the purchase price of the Acquired Asset as determined pursuant to Section 3.2 and
either (ii) minus the pro rata Acquired Asset discount or plus the pro rata Acquired Asset
premium, if any, (ii) adjusted (A). for any. advances and interest on such Acquired Asset after the
Bank Closing Date and (B) minus the total amount received by the Assuming Institution for such
Acquired Asset after the Bank Closing Date, regardless of how applied (iii) plus total
disbursements of principal made by the Receiver not otherwise included in the Book Value. For
(x) New Loans, Deposit Secured Loans and Eligible Overdrafts put back to the Receiver
pursuant to Section 3.4 or (y) Acquired Assets sold pursuant to Section 3.7 and repurchased by
the Receiver pursuant to Section 3.6, the Repurchase Price shall not take into account the pro rata
Acquired. Asset discount or premium, if any. The Repurchase. Price for Eligible Overdrafts shall
include adjustments for credits or deposits received after the Bank Closing Date and prior to the
date of put back. “Safe Deposit Boxes” means the safe deposit boxes of the Failed Bank, if any,
including the removable safe deposit boxes and safe deposit stacks in the Failed Bank’s vault(s),
all rights and benefits under rental agreements with respect to such safe deposit boxes, and all
keys and combinations thereto.

“Settlement Date” means the first Business Day immediately prior to the day which is
three hundred sixty-five (365) days after the Bank Closing Date, or such other date prior thereto
as may be agreed upon by the Receiver and the Assuming Institution.. The Receiver, in its
discretion, may extend the Settlement Date.

“Settlement Interest Rate” means, for the first calendar quarter or portion thereof during
which interest accrues, the. rate determined by the. Receiver. to be equal to the investment rate on
twenty-six (26)-week United States Treasury Bills as published on the Bank Closing Date by the
United States Treasury on the TreasuryDirect.gov website; provided, that if no such Investment
Rate is published the week of the Bank Closing Date, the investment rate for such Treasury Bills
most recently published by the United States Treasury on TreasuryDirect.gov prior. to the Bank
Closing Date shall be used. Thereafter, the rate shall be adjusted to the rate determined by the
Receiver to be equal to the Investment Rate on such Treasury Bills in effect as of the first day of
each succeeding calendar quarter during which interest accrues as published by the United States
Treasury on the TreasuryDirect.gov. website.

“Specialty Assets” means assets that have a greater value than more traditional furniture
and equipment owned by the Failed Bank and reflected on the Failed Bank Records as of the
Bank Closing Date and located on or at Bank Premises, including without limitation fine art and.
high end decorative art; classic and antique motor vehicles; rare books; rare coins; airplanes;
boats; jewelry; collectible firearms; cultural artifacts; sculptures; Proprietary Software; and any
other items that typically cannot be appraised by a Furniture and Equipment appraiser. Specialty
Assets does not include any repossessed. collateral.

“Subsequently Occupied Space” has the meaning set forth in Section 4.6(f).

“Subsidiary” has the meaning set forth in § 3(w)(4) of the Federal Deposit Insurance
Act, 12 U.S.C. § 1813(w)(4), as amended.

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“Person” means any individual, corporation, partnership, joint venture, association,
limited liability company, limited liability partnership, joint-stock company, trust,
unincorporated. organization, or government or any agency. or political subdivision thereof,
excluding the Corporation.

“Personal Computer(s)” means computers based on a microprocessor generally
designed to be used by one person at a time and which usually store informational data on that
computer’s internal hard drive or attached peripheral, and associated peripherals (such as
keyboard, mouse, etc.). A personal computer can be found in various configurations such as
laptops, net books, and desktops.

“Primary Indemnitor” means any Person (other than the Assuming Institution or any of
its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including
payments on account of claims made against) to or on behalf of any Person in connection with
the claims covered. under Article XII, including without limitation any insurer issuing any
directors and officers liability policy or any Person issuing a financial institution bond or
banker’s blanket bond.

“Pro Forma” means a balance sheet that reflects a reasonably accurate financial
statement of the Failed Bank through the Bank Closing Date and serves as a basis for the
opening entries of both the Assuming Institution and the Receiver.

“Proprietary Software” means computer software developed for and owned by the
Failed Bank for its own purpose and use.

“Put Date” has the meaning set forth in Section 3.4(d).
“Put Notice” has the meaning set forth in Section 3.4(c).
“Qualified Beneficiaries” has the meaning set forth in Section 4.12.

“Qualified Financial Contract” means a qualified financial contract as defined in 12
U.S.C. § 1821(e)(8)(D).

“Receiver” has the meaning set forth in the introduction to this Agreement.

“Related Liability” with respect to any Acquired Asset means any liability existing and
reflected on the Failed Bank Records as of the Bank Closing Date for (i) indebtedness secured by
mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such
Acquired Asset, (ii) ad valorem taxes applicable to such Acquired Asset and (iii) any other
obligation determined by the Receiver to be directly related to such Acquired Asset.

“Related Liability Amount” with respect to any Related Liability on the books of the
Assuming Institution, means the amount of such Related Liability as stated on the Failed Bank
Records of the Assuming Institution (as maintained in accordance with generally accepted
accounting principles) as of the date as of which the Related Liability. Amount is being
determined. With respect to a liability that relates to more than one Acquired Asset, the amount
of such Related Liability shall be allocated among such Acquired Assets for the purpose of
determining the Related Liability Amount with respect to any one of such Acquired Assets.

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III. Market Place Deposits
“Market Place Deposits” is a description given to. deposits that may have been solicited via a
money desk, internet subscription service (for example, QwickRate®), or similar programs.

Capitol City Bank & Trust Company. does have QwickRate® deposits as identified above. The
QwickRate” deposits are reported as time deposits in the Call Report... Please see the attached
“Schedule 7 — QwickRate® and Internet Deposit Detail Report” for a listing of these accounts as
of October 07, 2014. . This list will be updated post closing with balances as. of the Bank Closing
Date.

This schedule provides account categories and balances as of the date of the deposit download,
or as indicated. The deposit franchise bid premium will be calculated using account categories
and balances as of the Bank Closing Date that are reflected in the general ledger or subsystem as.
described above. The final numbers for Schedule 7 will be provided post closing.

Schedule 7 — Deposit Detail Report, Non-DO Broker, CDARS, QwickRate®

Internet CD’s

Account GL Current Accrued FI Interest Brok Branch
Number Code | Balance Interest Type | Rate Code
Whole Bank 59. Capitol City. Bank & Trust Company

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(d) in the event suit is brought with respect to such claim, upon reasonable
prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole and
absolute discretion, to conduct the investigation, control the defense and effect settlement of such
claim, including without limitation the right to designate counsel and to control all negotiations,
litigation, arbitration, settlements, compromises and appeals of any such claim, all of which shall
be at the expense of the Receiver; provided that the Receiver shall have notified the Person
claiming indemnification in writing that such claim is a claim with respect to which such Person
is entitled to indemnification under this Article XII;

(e) not incur any costs or expenses in connection with any. response or suit
with respect to such claim, unless such costs or expenses were incurred upon the written
direction of the Receiver; provided that the Receiver shall not be obligated to reimburse the
amount of any such costs or expenses unless such costs or expenses were incurred upon the
written direction of the Receiver;

(fp) not release or settle such claim or make any payment or admission with
respect thereto, unless the Receiver consents thereto; provided that the Receiver shall not be
obligated to reimburse the amount of any such settlement or payment unless such settlement or
payment was effected upon the written direction of the Receiver; and

(g) take such reasonable action as the Receiver may request in writing as
necessary to preserve, protect or enforce the rights of the Indemnitee against any Primary
Indemnitor.

12.3. No Additional Warranty. Nothing in this Article XII shall be construed or
deemed to (a) expand or otherwise alter any warranty or disclaimer thereof provided under
Section 3.3 or any. other provision of this Agreement with respect to, among other matters, the
title, value, collectability, genuineness, enforceability, documentation, condition or freedom from
liens or encumbrances, of any (i) Acquired Asset, or (ii) asset of the Failed Bank purchased by
the Assuming Institution subsequent to the execution of this Agreement by the Assuming
Institution or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any. warranty
not expressly provided under this Agreement with respect thereto.

12.4. Indemnification of Receiver_and Corporation. From and after the Bank
Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation

and the Receiver and their respective directors, officers, employees and agents from and against
any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with any of the
following:

(a) claims based on any and all liabilities or obligations of the Failed Bank
assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution
hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution,
whether or not any such liabilities subsequently are sold and/or transferred, other than any claim
based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii);

(b) claims based on any act or omission of any Indemnitee (including but not
limited to claims of any Person claiming any right or title by or through the Assuming Institution
with respect to Acquired Assets transferred to the Receiver pursuant to Section 3.4 or
Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of
Section 12.1(a); and

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621 112,869,434.21 | 76,513.95
Other Brokered CD’s
Account GL Current Accrued FI Interest Brok Branch
Number Code Balance Interest Type _| Rate Code
Summary.
CD Types. Number of Current Accrued
Accounts Balance Interest
Totals 623. 113,067,419.21 | 76,741.69.
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Assuming Institution in order to permit it to prepare such notice and shall provide to the
Assuming Institution such data in its possession as may be reasonably required for purposes of
preparing such notice.

(b) Qualified Beneficiaries; Expenses. The Assuming Institution shall take
such further action to assist the Receiver in offering the Eligible Individuals who are Qualified
Beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the
Corporation’s Federal Insurance Administration Continuation Coverage Plan as the Receiver
may direct. All expenses incurred and paid by the Assuming Institution (i) in connection with the
obligations of the Assuming Institution under this Section 4.12, and (ii) in providing health
insurance continuation coverage to any Eligible Individuals who are hired by the Assuming
Institution and such employees’ Qualified Beneficiaries shall be borne by the Assuming
Institution.

(c) Failed Bank Employees. Unless otherwise agreed by the Receiver and the
Assuming Institution, the Assuming Institution shall be responsible for all salaries and payroll
costs, including benefits, for all Failed Bank employees from the time of the closing of the Failed
Bank until the Assuming Institution makes a final determination as to whether such employee is
to be retained by the Assuming Institution. The Assuming Institution shall offer to the Failed
Bank employees it retains employment benefits comparable to those the Assuming Institution,
offers its current employees. In the event the Receiver utilizes the services of any Failed Bank
employee, the Receiver shall reimburse the Assuming Institution for such cost through the
settlement process described in Article VIII.

(d) No Third Party Beneficiaries. This Section 4.12 is for the sole and
exclusive benefit of the parties to this Agreement, and for the benefit of no other Person
(including any former employee of the Failed Bank or any Subsidiary thereof, Eligible Individual
or Qualified Beneficiary of such former employee). Nothing in this Section 4.12 is intended by
the parties, or shall be construed, to give any Person (including any former employee of the
Failed Bank or any Subsidiary thereof, Eligible Individual or Qualified Beneficiary of such
former employee) other than the Corporation, the Receiver and the Assuming Institution, any
legal or equitable right, remedy or claim under or with respect to the provisions of this Section
4.12.

4.13. Interim Asset Servicing. At any time after the Bank Closing Date, the Receiver
may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of
accounting entries on the books of the Receiver) all or any assets and liabilities of the Failed
Bank which are not acquired by the Assuming Institution, including, without limitation, wholly
unfunded Commitments and assets. and liabilities which may. be acquired, funded or originated
by the Receiver subsequent to the Bank Closing Date. The Receiver may remove assets (and
liabilities) from or add assets (and liabilities) to such pool(s) at any time in its discretion. At the
option of the Receiver, the Assuming Institution agrees to service, administer and collect such
pool assets in accordance with, and for the term set forth in, Exhibit 4.13.

ARTICLE V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK.

5.1. Payment of Checks, Drafts, Orders and Deposits. Subject to Section 9.5, the
Assuming Institution agrees to pay all properly drawn checks, drafts, withdrawal orders and
Assumed Deposits of depositors of the Failed Bank presented for payment, whether drawn on the
check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent

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13.16. Survival of Covenants, Etc. The covenants, representations, and warranties in
this Agreement shall survive the execution of this Agreement and the consummation of the
transactions contemplated hereunder.

13.17. Right of Receiver or Corporation to Audit. The Receiver or the Corporation,
their respective. agents, contractors and employees, may (but are not required to) perform an
audit to determine the Assuming Institution’s compliance with this Agreement at any time, by
providing not less than ten (10) Business Days prior notice. The scope and duration of any such
audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The
Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the
event that any corrections are necessary as a result of such an audit, the Assuming Institution and
the Receiver shall make such accounting adjustments, payments and withholdings as may be
necessary to give retroactive effect to such corrections.

[Signature Page Follows]

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furniture, equipment (including photocopying and telecopying machines), email accounts,
network access and technology resources (such as shared drive), and utilities (including local
telephone service and fax machines) (collectively, “FDIC Office Space’) at the Bank Premises
occupied by the Assuming Institution for the Receiver and the Corporation to use in the
discharge of their respective functions with respect to the Failed Bank.

(b) Receiver’s Right to Extend. Upon written notice by the Receiver or the
Corporation, for the period commencing on the one hundred fifty-first (151st) day following the
Bank Closing Date and ending no later than the three hundred and sixty-fifth (365th) day
following the Bank Closing Date, the Assuming Institution will continue to. provide to the
Receiver and the Corporation FDIC Office Space at the Bank Premises. During the period from
the 151st day following the Bank Closing Date until the day the FDIC and the Corporation
vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming Institution
their respective pro rata share (based on square footage occupied) of (A) the market rental value
for the applicable owned Bank Premises or (B) actual rent paid for applicable leased Bank
Premises.

(c) Receiver’s Relocation Right. If the Receiver or the Corporation determine
that the space provided by the Assuming Institution is inadequate or unsuitable, the Receiver and
the Corporation may relocate to other quarters having adequate and suitable FDIC Office Space
and the costs of relocation shall be borne by the Assuming Institution and any rental and utility
costs for the balance of the period of occupancy by. the Receiver and the Corporation shall paid
in accordance with 4.11(b).

(d) Expenditures. The Assuming Institution will pay such bills and invoices
on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for
the period beginning on the date of the Bank Closing Date and ending on Settlement Date. The
Assuming Institution shall submit its requests for reimbursement of such expenditures pursuant
to Article VIII of this Agreement.

4.12. Continuation of Group Health Plan Coverage for Former Employees of the
Failed Bank.

(a) Continuation Coverage. The Assuming Institution agrees to assist the
Receiver, as provided in this Section 4.12, in offering individuals who were employees or former
employees of the Failed Bank, or any of its Subsidiaries, and who, immediately prior to the Bank
Closing Date, were receiving, or were eligible to receive, health insurance coverage or health
insurance continuation coverage from the Failed Bank (“Eligible Individuals”), the opportunity
to obtain health insurance coverage in the Corporation’s Federal Insurance Administration
Continuation Coverage Plan which provides for health insurance continuation coverage to such
Eligible Individuals and other persons who are qualified beneficiaries of the Failed Bank
(“Qualified Beneficiaries”) as defined in the Employee Retirement Income Security Act of
1974, as amended (“ERISA”) § 607, 29 U.S.C. § 1167. The Assuming Institution shall consult
with the Receiver and not later than five (5) Business Days after the Bank Closing Date shall
provide written notice to the Receiver of the number (if available), identity (if available) and
addresses (if available) of the Eligible Individuals who are Qualified Beneficiaries of the Failed
Bank and for whom a “qualifying event” (as defined in ERISA § 603, 29 U.S.C. § 1163) has
occurred and with respect to whom the Failed Bank’s obligations under Part 6 of Subtitle B of
Title] of ERISA, 29 U.S.C. §§ 1161-1169 have not been satisfied in full, and such other
information as the Receiver may reasonably require. The Receiver shall cooperate with the

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Whole Bank 66 Capitol Ci: Bank & Trust Company
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“Fair Market Value” means:

(a) “Market Value” as defined in the regulation prescribing the standards for real
estate appraisals used in federally related transactions, 12 C.F.R. § 323.2(g), and accordingly
shall mean the most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by. undue stimulus. Implicit in this.
definition are the assumed consummation of a sale as of a specified date and the passing of title
from seller to buyer under conditions whereby:

(i) Buyer and seller are typically motivated;

(ii) Both parties are well informed or well advised, and acting in what they
consider their own best interests;

(iii) A reasonable time is allowed for exposure in the open market;

(iv) | Payment is made in terms of cash in U.S. dollars or in terms of financial
arrangements comparable thereto; and

(v) The price represents the normal consideration for the property sold
unaffected by special or creative financing or sales concessions granted by anyone
associated with the sale;

as determined as of the Bank Closing Date by an appraiser chosen by the Receiver; any costs and
fees associated with such determination shall be paid by the Receiver, and

with respect to Bank Premises (to the extent, if any, that Bank Premises are purchased
utilizing this valuation method), shall be determined not later than sixty (60) days after the Bank
Closing Date by an appraiser selected by the Receiver within seven (7) days after the Bank
Closing Date, and with respect to Specialty Assets, shall be determined by an appraiser selected
by the Receiver within seven (7) days after the Bank Closing Date; or

(b) with respect to property other than Bank Premises and Specialty Assets purchased
utilizing this valuation method, the price therefor as established by the Receiver, as determined
in accordance with clause (a) above.

“FDIC Office Space” has the meaning set forth in Section 4.11.
“Final Legal Notice” has the meaning set forth in Section 2.3(a).

“Fixtures” means those. leasehold improvements, additions, alterations and installations.
constituting all or a part of Bank Premises (including without limitation automated teller
machines that are affixed to a Bank Premises and may be not removed without causing structural
damage to such Bank Premises) and which were acquired, added, built, installed or purchased at
the expense of the Failed Bank, regardless of the holder of legal title thereto as of the Bank
Closing Date.

“Furniture and Equipment” means the furniture and equipment (other than Safe
Deposit Boxes, Personal Computers, Owned Data Management Equipment, Specialty Assets and
motor vehicles), leased or owned by the Failed Bank and reflected on the Failed Bank Records as
of the Bank Closing Date and located on or at Bank Premises, including without limitation

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Institution shall transfer all such Acquired Assets or assets and Related Liabilities to the Receiver
without recourse, and shall indemnify the Receiver against any and all claims of any. Person
claiming by, through or under the Assuming Institution with respect to any such Acquired Asset
or asset, as provided in Section 12.4.

3.7. Receiver’s Offer to Sell Withheld Loans. For the period of thirty (30) days
commencing the day after the Bank Closing Date, the Receiver may, in its sole and absolute
discretion, sell any Loan withheld from sale pursuant to Section 3.5 or Section 3.6 of this
Agreement that the Assuming Institution desires to purchase. Any Loan sold pursuant to this
section will, at the sole and absolute discretion of the Receiver, either (x) be treated as if initially
sold pursuant to Section 3.1 of this Agreement, or (y) sold pursuant to the standard loan sale
agreement used by the Receiver for the sale of loan pools.

(a) If treated as if initially sold pursuant to Section 3.1. of this Agreement, the
purchase price for such Loan shall be the Book Value as of the Bank Closing Date, adjusted (i)
for any advances and interest on such Loan after the Bank Closing Date, (ii) by subtracting the
total amount received by the Assuming Institution for such Loan after the Bank Closing Date,
and (iii) by. adding total disbursements of principal made by the Receiver and not otherwise
included in the Book Value. The sale will be subject to all applicable terms of this Agreement,
except that any Loan purchased pursuant to this Section 3.7 shall not be included in the
calculation of the pro rata Acquired Asset discount or pro rata Acquired Asset premium utilized
for the repurchase of other Acquired Assets. Payment for any such Loan will be handled through
the settlement process pursuant to Article VIII.

(b). Any Loan sold pursuant to the standard loan sale agreement shall be
governed by and paid for in accordance with that document.

ARTICLEIV. ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS.

4.1. Continuation of Banking Business.

(a) Full Service Banking. For the period commencing on the first Business
Day after the Bank Closing Date and ending on the first anniversary of the Bank Closing Date,
the Assuming Institution will provide full service banking in the Failed Bank Assessment Area.
At the option of the Assuming Institution, it may provide such full service banking at one or
more Bank Premises or Assuming Institution branches located within such Failed Bank
Assessment Area. The Assuming Institution may close or sell any Bank Premises during this
period with the prior written consent of the Receiver (which consent may be withheld in
Receiver’s sole discretion) and after receipt of all necessary regulatory approvals, provided that
the Assuming Institution (or its successors) continues to provide full service banking in the
Failed Bank Assessment Area for the period required to comply with this Section 4.1(a).

(b) Bank Premises Located in an Underserved Area. If a currently utilized
Bank Premises is located in an Underserved Area, the Receiver will not consent to the Assuming
Institution’s closing or selling such Bank Premises, unless the Assuming Institution provides full
service banking at one or more Bank Premises or Assuming Institution branches located within
in the same Underserved Area.

(c) Failure to Exercise Option to Purchase Bank Premises. If a currently-
utilized owned Bank Premises is located in an Underserved Area and the Assuming Institution
does not exercise its option under Section 4.6(a) with respect to that Bank Premises, the Receiver

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EXHIBIT 2.3A

FINAL LEGAL NOTICE
Claiming Requirements for Deposits
Under 12 U.S.C. 1822(e).

[Date]

[Name of Unclaimed Depositor]
[Address of Unclaimed Depositor]
[Anytown, USA]

Subject: [XXXXX - Name of Bank
City, State] — In Rec ship

Dear [Sir/Madam]:

As you may know, on [Date: Closing Date], the [Name of Bank (“The Bank”)] was
closed and the Federal Deposit Insurance Corporation (“FDIC”) transferred [The Bank’s] accounts to
[Name of Assuming Institution].

According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen months from the
Closing Date], [Name of Assuming Institution] must transfer the funds in your account(s) back to the
FDIC if you have not claimed your account(s) with [Name of Assuming Institution]. Based on the
records recently supplied to us by [Name of Assuming Institution], your account(s) currently fall into
this category.

This letter is your formal Legal Notice that you have until [Date: eighteen months from.
the Closing Date], to claim or arrange to continue your account(s) with [Name of Assuming
Institution]. There are several ways that you can claim your account(s) at [Name of Assuming
Institution]. It is only necessary for you to take any one of the following actions in order for your
account(s) at [Name of Assuming Institution] to be deemed claimed. In addition, if you have more than
one account, your claim to one account will automatically claim all accounts:

1. Write to [Name of Assuming Institution] and notify them that you wish to keep your account(s)
active with them. Please be sure to include the name of the account(s), the account number(s), the
signature of an authorized signer on the account(s), name, and address. [Name of Assuming
Institution] address is:

[123 Main Street
Anytown, USA]

2. Execute a new signature card on your account(s), enter into a new deposit agreement with [Name of
Assuming Institution], change the ownership on your account(s), or renegotiate the terms of your
certificate of deposit account(s) (if any).

3. Provide [Name of Assuming Institution] with a change of address form.

4. Make a deposit to or withdrawal from your account(s). This includes writing a check on any. account
or having an automatic direct deposit credited to or an automatic withdrawal debited from an account.
Tf you do not want to continue your account(s) with [Name of Assuming Institution] for

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T=

Atlanta, GA

Capitol City Bank & Trust Company

57

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Whole Bank


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Cc.

Whole Bank

EXHIBIT 3.2(¢
VALUATION OF CERTAIN

QUALIFIED FINANCIAL CONTRACTS

Scope

Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate
futures, caps, collars and floors, whether purchased or written.

Option Contracts - All put and call option contracts, whether purchased or written, on
marketable securities, financial futures, foreign currencies, foreign exchange or foreign
exchange futures contracts.

Foreign Exchange Contracts - All contracts for future purchase or sale of foreign
currencies, foreign currency or cross currency swap contracts, or foreign exchange
futures contracts.

Exclusions

All financial contracts used to hedge assets and liabilities that are acquired by the
Assuming Institution but are not subject to adjustment from Book Value.

Adjustment

The difference between the Book Value and market value as of the Bank Closing Date.

Methodology

1. The price at which the Assuming Institution sells or disposes of Qualified
Financial Contracts will be deemed to be the fair market value of such contracts,
if such sale or disposition occurs at prevailing market rates within a predefined
timetable as agreed upon by the Assuming Institution and the Receiver.

2. In valuing all other Qualified Financial Contracts, the following principles will
apply:

@ All known cash flows under swaps or forward exchange contracts shall be
present valued to the swap zero coupon interest rate curve.

(ii) All valuations shall employ prices and interest rates based on the actual
frequency of rate reset or payment.

(iii) Each tranche of amortizing contracts shall be separately valued. The total

value of such amortizing contract shall be the sum of the values of its
component tranches.

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9.7. Information. The Assuming Institution promptly shall provide to the
Corporation such other information, including financial statements and computations, relating to
the performance of the provisions of this Agreement as the Corporation or the Receiver may
request from time to time, and, at the request of the Receiver, make available employees of the
Failed Bank employed or retained by the Assuming Institution to assist in preparation of the Pro
Forma statement pursuant to Section 8.1.

9.8. Tax Ruling. The Assuming Institution shall not at any time, without the
Corporation’s prior consent, seek a private letter ruling or other determination from the Internal
Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated
with any payments made by the Receiver or Corporation pursuant to this Agreement.

ARTICLE X. | CONDITION PRECEDENT.

The obligations of the parties to this Agreement are subject to the Receiver and the
Corporation having received at or before the Bank Closing Date evidence reasonably satisfactory
to each of any necessary approval, waiver, or other action by any governmental authority, the
board of directors of the Assuming Institution, or other third party, with respect to this
Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the
appointment of the Receiver, the chartering of the Assuming Institution, and any agreements,
documents, matters or proceedings contemplated hereby or thereby.

ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING
INSTITUTION.

The Assuming Institution represents and warrants to the Corporation and the Receiver as
follows:

11.1. Corporate Existence and Authority. The Assuming Institution (a) is duly
organized, validly existing and in good standing under the laws of its Chartering Authority and
has full power and authority to own and operate its properties and to conduct its business as now
conducted by it, and (b) has full power and authority. to execute and deliver this Agreement and
to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate
(or other applicable governance) action to authorize the execution, delivery and performance of
this Agreement and the performance of the transactions contemplated hereby.

11.2. Third Party Consents. No governmental authority or other third party consents
(including but not limited to approvals, licenses, registrations or declarations) are required in
connection with the execution, delivery or performance by the Assuming Institution of this
Agreement, other than such consents as have been duly obtained and are in full force and effect.

11.3. Execution and Enforceability. This Agreement has been duly executed and
delivered by the Assuming Institution and when this Agreement has been duly authorized,
executed and delivered by the Corporation and the Receiver, this Agreement will constitute the
legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with
its terms.

11.4. Compliance with Law.

(a) No_ Violations. Neither the Assuming Institution nor any of its
Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or
any restriction imposed by, the United States of America, any State, municipality or other

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political subdivision or any agency of any of the foregoing, or any court or other tribunal having
jurisdiction over the Assuming Institution or any of its Subsi es or any assets of any such
Person, or any foreign government or agency thereof having such jurisdiction, with respect to the
conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the
ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either
individually or in the aggregate with all other such violations, would materially and adversely
affect the business, operations or condition (financial or otherwise) of the Assuming Institution
or the ability of the Assuming Institution to perform, satisfy or observe any obligation or
condition under this Agreement.

(b) No Conflict. Neither the execution and delivery nor the performance by
the Assuming Institution of this Agreement will result in any violation by the Assuming
Institution of, or be in conflict with, any provision of any applicable law or regulation, or any
order, writ or decree of any court or governmental authority.

11.5. Insured or Guaranteed Loans. If any Loans being transferred pursuant to this
Agreement are insured or guaranteed by any department or agency of any governmental unit,
federal, state or local, Assuming Institution represents. that Assuming Institution has been
approved by such agency and is an approved lender or mortgagee, as appropriate, if such
approval is required. The Assuming Institution further assumes full responsibility for
determining whether or not such insurance or guarantees are in full force and effect on the date
of this Agreement and with respect to those Loans whose insurance or guaranty is in full force
and effect on the date of this Agreement, Assuming Institution assumes full responsibility for
doing all things necessary to insure such insurance or guarantees remain in full force and effect.
Assuming Institution agrees to assume all of the obligations under the contract(s) of insurance or
guaranty and agrees to cooperate with the Receiver where necessary to. complete forms required
by the insuring or guaranteeing department or agency to effect or complete the transfer to
Assuming Institution.

11.6. Representations Remain True. The Assuming Institution represents and
warrants that it has executed and delivered to the Corporation a Purchaser Eligibility
Certification and Confidentiality Agreement and that all information provided and
representations made by or on behalf of the Assuming Institution in connection with this
Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser
Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby)
are and remain true and correct in all material respects and do not fail to state any fact required to
make the information contained therein not misleading.

11.7. No Reliance; Independent Advice. The Assuming Institution is not relying on
the Receiver or the Corporation for any business, legal, tax, accounting, investment or other
advice in connection with this Agreement and the Exhibits hereto and documents delivered in
connection with the foregoing, and has had adequate opportunity to consult with advisors of its
choice in connection therewith.

ARTICLE XII. INDEMNIFICATION.

12.1. Indemnification _of Indemnitees. From and after the Bank Closing Date and
subject to the limitations set forth in this Section 12.1 and Section 12.6 and compliance by the
Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the
Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees)

Whole Bank 37 Capitol City Bank & Trust Company
Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


SCHEDULE 3.5(m

EXCLUDED OTHER REAL ESTATE

AND

EXCLUDED OTHER REAL ESTATE SUBSIDIARIES

All Other Real Estate and Other Real Estate Subsidiaries are not purchased by the Assuming
Institution and are excluded from the transaction, including, but not limited to, the Other Real
Estate and Other Real Estate Subsidiaries listed in the following Schedule 3.5 (m). Schedule
3.5(m) may be updated after the Bank Closing Date.

Schedule 3.5 (m)

# Account
Number

Foreclosure
Date

Property Type

OREO Balance

Whole Bank

Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT

52

Capitol City Bank & Trust Company

Alianta, GA


Furniture and Equipment and any Specialty Assets that are owned, directly or indirectly,
by an Acquired Subsidiary and are located on. or at such Bank Premises. and were utilized
by the Failed Bank for banking purposes. The purchase price paid by the Receiver shall
be the Fair Market Value of the Fixtures, Furniture and Equipment and Specialty Assets
purchased.

(iii) If the Assuming Institution elects to exercise its options under this
Section 4.6(i), the Assuming Institution shall pay to the Receiver occupancy costs as
described in Section 4.6(e) and shall surrender the Bank Premises in accordance with
Section 4.6(g)(i).

(iv) Regardless of whether the Assuming Institution exercises any of its
options under this Section 4.6(i), the purchase price for the Acquired Subsidiary shall be
adjusted by. the difference between the Fair Market Value of the Bank Premises, the
Fixtures, the Furniture and Equipment and the Specialty Assets utilized by the Failed
Bank for banking purposes and their respective Book Value as reflected on the books and
records of the Acquired Subsidiary. Such adjustment shall be made in accordance with
Article VIII of this Agreement.

qj) Option to Purchase Specialty Assets. The Receiver hereby grants to the
Assuming Institution an exclusive option for the period of thirty (30) days commencing the day
after the Receiver provides the Assuming Institution the appropriate appraisal to purchase at Fair
Market Value all, some or none of the Specialty Assets.

(k) Data Removal. The Assuming Institution shall, prior to returning any
automated teller machine to Receiver and unless otherwise requested by the Receiver, (i) remove
all data from that automated teller. machine and (ii) provide a written statement to. the Receiver
that all data has been removed in a manner that renders it unrecoverable.

4.7. Agreement with Respect to Leased Data Management Equipment.

(a) Option. The Receiver hereby grants to the Assuming Institution an
exclusive option for the period of ninety (90) days commencing the day after Bank Closing Date
to accept an assignment from the Receiver of all Leased Data Management Equipment.

(b) Notices Regarding Leased Data Management Equipment. The Assuming
Institution shall (i) give written notice to the Receiver within the option period specified in
Section 4.7(a) of its intent to accept or decline an assignment or sublease of all Leased Data
Management Equipment and promptly accept an assignment or sublease of such Leased Data
Management Equipment, and (ii) give written notice to the appropriate lessor(s) that it has
accepted an assignment or sublease of any such Leased Data Management Equipment that is
subject to a lease.

(c) Facilitation by Receiver. The Receiver agrees to facilitate the assignment
or sublease of Leased Data Management Equipment or the negotiation of new leases or license
agreements by the Assuming Institution; provided, that neither the Receiver nor the Corporation
shall be obligated to engage in litigation, make payments to the Assuming Institution or to any
third party in connection with facilitating any such umption, assignment, sublease or
negotiation or commit to any other obligations to third parties.

Whole Bank 25 Capitol City Bank & Trust Company
Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


SCHEDULE 6.3
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56

Whole Bank

Capitol City Bank & Trust Company,

Atlanta, GA

Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT


Whole Bank 65. Capitol City Bank & Trust Company
Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


PURCHASE AND ASSUMPTION AGREEM

WHOLE BANK

ALL DEPOSITS

THIS AGREEMENT, made and entered into as of the 13th day of February, 2015, b
and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of
CAPITOL CITY BANK & TRUST COMPANY, ATLANTA, GA (the “Receiver”), FIRST-;
CITIZENS BANK & TRUST COMPANY, organized under the laws of the State of Nort!
Carolina, and having its principal place of business in RALEIGH, NC (the “Assuming
Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized
under the laws of the United States of America and having its principal office in Washington,
D.C., acting in its corporate capacity (the “Corporation”).

RECITALS

A. On the Bank Closing Date, the Chartering Authority closed CAPITOL CITY BANK &
TRUST COMPANY (the “Failed Bank”) pursuant to applicable law and the Corporation was
appointed Receiver thereof.

B. The Assuming Institution desires to purchase certain assets and assume certain deposits
and other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement.

Cc Pursuant to 12 U.S.C. § 1823(c)(2)(A), the Corporation may provide assistance to the
Assuming Institution to facilitate the transactions contemplated by this Agreement, which
assistance may include indemnification pursuant to Article XII.

Dz. The Board of Directors of the Corporation (the “Board”) has determined to provide
assistance to the Assuming Institution on the terms and subject to the conditions set forth in this
Agreement.

E. The Board has determined pursuant to 12 U.S.C. § 1823(c)(4)(A) that such assistance is
necessary to meet the obligation of the Corporation to provide insurance coverage for the insured
deposits in the Failed Bank and is the least costly to the deposit insurance fund of all possible
methods for meeting such obligation.

NOW, THEREFORE, in consideration of the mutual promises herein set forth and other
valuable consideration, the parties hereto agree as follows:

AGREEMENT
ARTICLE I. GENERAL.

1.1. Purpose. The purpose of this Agreement is to set forth requirements regarding,
among other things, the terms and conditions on which the Assuming Institution purchases
certain assets and assumes certain liabilities of the Failed Bank.

1.2. [Reserved].

Whole Bank 1 Capitol City Bank & Trust Company
Version 6,4P — PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


In addition, with respect to notices under Section 4.6, with a copy to:

In addition, with respect to notice under Article XII:

Regional Counsel (Litigation Branch)
1601 Bryan Street
Dallas, TX 75201

In addition, with respect to communications under Exhibit 4.13, a copy to:

Attention: Interim Servicing Manager,

1601 Bryan Street
Dallas, TX 75201

(c) Notice to Assuming Institution. With respect to a notice under this

Agreement:

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, NC 27609

Attention: Craig L. Nix

Chief Financial Officer (Mail Code: FCC11)

With a copy to: Elizabeth S. Ostendorf, Senior Vice President and Senior
Counsel (same address, at Mail Code: FCC22),

13.7. Entire Agreement. This Agreement, including the Schedules and Exhibits hereto
and thereto, embody the entire agreement of the parties hereto in relation to the subject matter
herein and supersede all prior understandings or agreements, oral or written, between the parties.

13.8. Counterparts. This Agreement may be executed in any number of counterparts
and by the duly authorized representative of a different party hereto on separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement.

13.9. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA,
AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH
THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS
LOCATED.

13.10. Successors and Assigns.

(a) Binding on Successors and Assigns; Assignment. All terms and conditions
of this Agreement shall be binding on the successors and assigns of the Receiver, the
Corporation and the Assuming Institution. The Receiver may assign or otherwise transfer this
Agreement and the rights and obligations of the Receiver hereunder (in whole or in part) to the

Whole Bank 44 Capitol City Bank & Trust Company
Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


(c) claims based on any failure of the Assuming Institution to comply with
any provision of Article VI.

12.5. Obligations Supplemental. The obligations of the Receiver, and the Corporation
as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII
are to supplement. any. amount payable by any Primary Indemnitor to the Person indemnified.
under this Article XII. Consistent with that intent, the Receiver agrees only to make payments
pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the
aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance
with Section, 12.7, and all Primary Indemnitors with respect to any item of indemnification under
this Article XII exceeds the amount payable with respect to such item, such Person being
indemnified shall notify the Receiver thereof and, upon the request of the Receiver, shall
promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver’s (or
Corporation’s) payments to the extent of such excess.

12.6. Criminal Claims. Notwithstanding any provision of this Article XII to the
contrary, in the event that any Person being indemnified under this Article XII shall become
involved in any criminal action, suit or proceeding, whether judicial, administrative or
investigative, the Receiver shall have no obligation hereunder to indemnify such Person for
liability with respect to any criminal act or to the extent any costs or expenses are attributable to
the defense against the allegation of any criminal act, unless (a) the Person is successful on the
merits or otherwise in the defense against any such, action, suit or proceeding, or. (b). such action,
suit or proceeding is terminated without the imposition of liability on such Person.

12.7. Limited_Guaranty_of the Corporation. The Corporation hereby guarantees
performance of the Receiver’s obligation to indemnify the Assuming Institution as set forth in
this Article XII. It is a condition to the Corporation’s obligation hereunder that the Assuming
Institution shall comply in all respects with the applicable provisions of this Article XII. The
Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated
to pay under the terms of this Article XII but shall fail to pay. Except as otherwise provided
above in this Section 12.7, nothing in this Article XII is intended or shall be construed to create
any liability or obligation on the part of the Corporation, the United States of America or any
department or agency thereof under or with respect to this Article XII, or any provision hereof, it
being the intention of the parties hereto that the obligations undertaken by the Receiver under.
this Article XII are the sole and exclusive responsibility of the Receiver and no other Person or
entity.

12.8. Subrogation. Upon payment by the Receiver, or the Corporation as guarantor in
accordance with Section 12.7, to any. Indemnitee for any claims. indemnified by the Receiver
under this Article XII, the Receiver, or the Corporation as appropriate, shall become subrogated
to all rights of the Indemnitee against any other Person to the extent of such payment.

ARTICLE XIII. MISCELLANEOUS.

13.1. Costs, Fees, and Expenses. All fees, costs and expenses incurred by a party in
connection with this Agreement (including the performance of any obligations or the exercise of
any rights hereunder) shall be borne by such party unless expressly otherwise provided; provided
that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys’ fees
incurred by the Receiver) incurred in connection with the transfer to it of any Acquired Assets or

Whole Bank 42 Capitol City Bank & Trust Company
Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


[cps |

Whole Bank 68 Capitol City Bank & Trust Company
Version. 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


2.3. Unclaimed Deposits.

(a) Final Legal Notice. Fifteen (15) months following the Bank Closing Date,
the Assuming Institution will provide the Receiver a listing of all deposit accounts, including the
type of account, not claimed by the depositor. The Receiver will review the list and authorize
the Assuming Institution to act on behalf of the Receiver to send a Final Legal Notice in a form
substantially similar to Exhibit 2.3A (the “Final Legal Notice”) to the owner(s) of the unclaimed
deposits reminding them of the need to claim or arrange to continue their account(s) with the
Assuming Institution. The Assuming Institution will send the Final Legal Notice to the
depositors within thirty (30) days following notification of the Receiver’s authorization. The
Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to
Exhibit 2.3B and will forward the Affidavit of Mailing to the Receiver after mailing out the Final
Legal Notice to the owner(s) of unclaimed deposit accounts.

(b) Unclaimed Deposits. If, within eighteen (18) months after the Bank
Closing Date, any depositor of the Failed Bank does not claim or arrange to continue such
depositor’s Assumed Deposits at the Assuming Institution, the Assuming Institution shall, within
fifteen (15) Business Days after the end of such eighteen (18) month period, (i) refund to the
Receiver the full amount of each such Deposit (without reduction for service charges), (ii)
provide to the Receiver a schedule of all such refunded Deposits in such form as may be
prescribed by the Receiver, and (iii) assign, transfer, convey, and deliver to the Receiver, all
right, title and interest of the Assuming Institution in and to the Failed Bank Records previously
transferred to the Assuming Institution and other records generated or maintained by the
Assuming Institution pertaining to such Deposits. During such eighteen (18) month period, at
the request of the Receiver, the Assuming Institution promptly shall provide to the Receiver
schedules of unclaimed Deposits in such form as may be prescribed by the Receiver.

2.4. Employee Plans. Except as provided in Section 4.12, the Assuming Institution
shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care,
bonus, vacation, pension, profit sharing, deferred compensation, 401k or stock purchase plans or
similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise
subsequent to the date of this Agreement.

ARTICLE III. PURCHASE OF ASSETS.

3.1. | Assets Purchased by Assuming Institution. With the exception of certain assets
expressly excluded in Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the
Receiver, and the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming
Institution, all right, title and interest of the Receiver in and to all of the assets (real, personal and
mixed, wherever located and however acquired) including all subsidiaries, joint ventures,
partnerships and any and all other business combinations or arrangements, whether active,
inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the
Failed Bank as of the Bank Closing Date. The Assuming Institution purchases all Acquired
Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired
Assets to the extent provided in Section 2.1.

Whole Bank 12 Capitol City Bank & Trust Company
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Whole Bank 54 Capitol City Bank & Trust Company
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Whole Bank 61 Capitol City. Bank & Trust Company
Version. 6.4P ~ PURCHASE AND ASSUMPTION. Atlanta, GA



utilizing the current factor and related interest rate, and will notify the Assuming
Institution of any. difference and of the applicable amount due from one party to the other.
Such amount will then be paid as part of the settlement process pursuant to Article VIII.

(iii) | Calculation of Accrued Interest for Securities: Accrued interest
shall be calculated for a non-equity security by multiplying the interest rate (expressed as
a decimal point) paid on the security as then most recently publicly available, by the most
recent par value (or notational amount, as applicable) of that security, multiplied by the
number of days from and including the first interest day of the accrual period in which
the Bank Closing Date occurs, through the Bank Closing Date.

(c) Purchase _Price_for Qualified Financial Contracts. Qualified Financial
Contracts, if any, shall be purchased at market value determined in accordance with the terms of
Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally. by the Receiver
and the Assuming Institution.

3.3. Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE
CONVEYANCE OF ALL ACQUIRED. ASSETS, INCLUDING REAL AND. PERSONAL
PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER
THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER’S DEED OR
RECEIVER’S. BILL OF SALE, “AS IS”, “WHERE IS”, WITHOUT RECOURSE AND,
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT,
WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH
ACQUIRED ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, VALUE,
COLLECTIBILITY, GENUINENESS, ENFORCEABILITY, DOCUMENTATION,
CONDITION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR
IN PART), OR ANY OTHER MATTERS.

3.4. Puts of Assets to the Receiver.

(a) Puts Within 30 Days or 40 Days After the Bank Closing Date.

(i) During the thirty (30)-day period following the Bank Closing Date
(which thirty (30)-day period may be extended in writing in the sole and absolute
discretion of the Receiver for any Loan), in accordance, with this Section 3.4, the
Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan
transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured
by Assumed Deposits or deposits at other insured depository institutions due to either
insufficient Assumed Deposit or deposit collateral or deficient documentation regarding
such collateral or (y) any New Loan; provided that, the Assuming Institution may not
require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit
until any Deposit setoff determination, whether voluntary or involuntary, has been made.

(ii) During the forty (40)-day period following the Bank Closing Date,
the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft
transferred to the Assuming Institution pursuant to Section 3.1 which existed on the
thirtieth (30th) day following the Bank Closing Date.

(iii) | Notwithstanding the foregoing, the Assuming Institution may not
require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor
with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has:

Whole Bank 14 Capitol City Bank & Trust Company


13.12
13.13
13.14
13.15
13.16

13.5 References
13.6 Notice...
13.7. Entire Agreement
13.8 Counterparts
13.9 Governing Law
13.10 Successors.
13.11 Modification

Manner of Payment.

Term of Agreement ..
Survival of Covenants, Etc.

13.17 Right of Receiver or Corporation to Audit.

SCHEDULES
Page
Excluded Deposit Liability Accounts Schedule 2.1(a) 48
Purchase Price of Acquired . Schedule 3.2 49
Excluded Securities. Schedule 3.5(1) 51
Excluded Other Real Estate and Excluded Other Real Estate Subsidiaries Schedule 3.5(m) 52
Bank Premises in Underserved Are: Schedule 4.1(b) 55
Data Retention Catalog .. . Schedule 6.3 56
Accounts Excluded from Calculation of Deposit Franchise Bid Premiut Schedule 7 58
EXHIBITS
Page
. Exhibit 2.3A 84
Affidavit of Mailing . Exhibit 2.3B 86
Valuation of Certain Qu: 87
Interim Asset Servicing Arrangement... 89
Whole Bank ii Capitol City Bank & Trust Company

‘Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT

Atlanta, GA


9.5. Withheld Payments. At any time, the Receiver or the Corporation may, in its
discretion, determine that all or any portion of any deposit balance assumed by the Assuming
Institution pursuant to this Agreement does not constitute a “Deposit” (or otherwise, in its
discretion, determine that it is the best interest of the Receiver or Corporation to withhold all or
any portion of any deposit), and may direct the Assuming Institution to withhold payment of all
or any portion of any such deposit balance. Upon such direction, the Assuming Institution agrees
to hold such deposit and not to make any payment of such deposit balance to or on behalf of the
depositor, or to itself, whether by way of transfer, set-off or otherwise. The Assuming Institution
agrees to maintain the “withheld payment” status of any. such deposit balance until directed in
writing by the Receiver or the Corporation as to its disposition. At the direction of the Receiver
or the Corporation, the Assuming Institution shall return all or any portion of such deposit
balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming
Institution shall be discharged from any further liability to such depositor with respect to. such
returned deposit balance. If such deposit balance has been paid to the depositor prior to a demand
for return by the Corporation or the Receiver, and payment of such deposit balance had not been
previously withheld pursuant to this Section 9.5, the Assuming Institution shall not be obligated
to. return such deposit balance to the Receiver or the Corporation. The Assuming Institution shall
be obligated to reimburse the Corporation or the Receiver, as the case may be, for the amount of
any deposit balance or portion thereof paid by the Assuming Institution in contravention of any
previous direction to withhold payment of such deposit balance or return such deposit balance
the payment of which was withheld pursuant to this Section 9.5.

9.6. Proceedings with Respect to Certain Assets and Liabilities.

(a) Cooperation by Assuming _ Institution. In connection with any
investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank
retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to
this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the
Receiver.

(b) Access to Records. In addition to its obligations under Section 6.4, the
Assuming Institution shall provide representatives of the Receiver access at reasonable times and.
locations without other limitation or qualification to (i) its directors, officers, employees and
agents and those of the Acquired Subsidiaries, and (ii) its books and records, the books and
records of such Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of books,
records and Credit Files shall be provided by the Assuming Institution as requested by the
Receiver and the costs of duplication thereof shall be borne by the Receiver.

(c) Loan Documents. Not later than ten (10) days after the Put Notice
pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming
Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the
Receiver such documents with respect to such Loan as the Receiver may request, including
without limitation the following: (i) all related Credit Documents (other than certificates, notices
and other ancillary documents), (ii) a certificate setting forth the principal amount on the date. of
the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon,
and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and
all documents, microfiche, microfilm and computer records (including but not limited to
magnetic tape, disc storage, card forms and printed copy) maintained by, owned. by, or in the
possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the
transferred Loan.

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Whole Bank 78
Version 6.4P ~ Pures

apitol City Bank & Trust Company

ASSUMPTION AGREEMENT Atlanta, GA



Bank Closing Date. Rent for such property leased by the Failed Bank shall be an amount
equal to any and all rent and other amounts which the Receiver incurs or accrues as an
obligation or is obligated to pay for such period pursuant to all leases and contracts with
respect to such property.

(iii) | Subject to Section 4.1, if the Assuming Institution gives notice. of
its election not to accept an assignment of a lease for one or more of the leased Bank
Premises, or not to purchase one or more of the owned Bank Premises, within two
Business Days of the Bank Closing Date, and the Receiver is satisfied that all of the
conditions for surrender of such Bank Premises. set forth in this Agreement have been met
within fifteen (15) days of the Bank Closing Date, then, notwithstanding any other
provision of this Agreement to the contrary, the Assuming Institution shall not be liable
for any of the costs imposed by this Section 4.6(e).

(f) Certain Requirements as to Fixtures, Furniture and Equipment and Certain
Specialty Assets. If the Assuming Institution (i) purchases owned Bank Premises (including
any Bank Premises purchased at the fixed price shown on the Bid Form) or (ii) accepts an
assignment of the lease (or enters, into a sublease or a new lease in lieu thereof) for leased Bank
Premises as provided in Section 4.6(a) or 4.6(b), or (iii) does not exercise either such option,
but within twelve (12) months following the Bank Closing Date obtains the right to occupy all
or any portion of such Bank Premises, whether by assignment, lease, sublease, purchase or
otherwise, other than in accordance with Section 4.6(a) or 4.6(b) (each of the preceding, a
“Subsequently Occupied Space”), the Assuming Institution shall (A) effective as of the Bank
Closing Date, purchase from the Receiver all Fixtures, all Furniture and Equipment, and all
Specialty Assets with an appraised value (as determined in accordance with Section 4.6(j)) of
less, than $10,000 owned. by the Failed Bank and located on or at the Subsequently Occupied
Space as of the Bank Closing Date at Fair Market Value, (B) accept an assignment or a sublease
of the leases or negotiate new leases for all Fixtures and Furniture and Equipment leased by the
Failed Bank and located on or at the Subsequently Occupied Space, and (C) if applicable,
accept an assignment or a sublease of any ground lease or negotiate. a new. ground lease. with
respect to any land on which the Subsequently Occupied Space is located; provided that the
Receiver has not previously disposed of such Fixtures or Furniture and Equipment or Specialty
Assets or repudiated the leases referred to in clause (B) or clause (C).

(g) Surrendering Bank Premises.

(i) If the Assuming Institution elects not to purchase any owned Bank
Premises, the notice of such election in accordance with Section 4.6(a) shall specify the
Bank Premises Surrender Date. The Assuming Institution shall be responsible for
promptly relinquishing and releasing to the Receiver such Bank Premises and the
Fixtures, the Furniture and Equipment and the Specialty Assets located thereon which
existed at the time of the Bank Closing Date, in the same condition as at the Bank
Closing Date, and at the Bank Premises where they were inventoried at the Bank Closing
Date, normal wear and tear excepted. Any of the aforementioned which is missing will be
charged to the Assuming Institution at the item’s Fair Market Value as determined in
accordance with this Agreement. By remaining in any such Bank Premises more than
150 days after the Bank Closing Date (unless the Assuming Institution must do so to
comply with Section 4.1 and has made appropriate arrangements with the Receiver and
all applicable lessors), the Assuming Institution shall, at the Receiver’s option, (x) be
deemed to have agreed to purchase such Bank Premises, and to assume all leases,

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Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT Atlanta, GA


PURCHASE AND ASSUMPTION AGREEMENT

TABLE OF CONTENTS
6.3 Preservation of Record:
ARTICLEI, GENERAL 1 64 Access to Records; Copie:
11 Purpose ! ARTICLE VII. BID; INITIAL PAYMENT...
1.2 [Reserved] 1
1.3. Defined Tern 2 ARTICLE VIII. ADJUSTMENTS
ARTICLE I. ASSUMPTION OF LIABILITIES .......10
8.1 Pro Forma Statement...
2.1 Liabilities Assumed by Assuming Institution........10 8.2. Correction of Errors and Or
2.2 Interest on Deposit Liabilities.
2.3. Unclaimed Deposit 8.3
2.4 — Employee Plan: 8.4
8.5 Subsequent Adjustments

ARTICLE IIL.

3.1
3.2
3.3

3.4
3.5
3.6

3.7

PURCHASE OF ASSETS.

Assets, Purchased by. the Assuming Institution
Asset Purchase Price.
Manner of Conveyani
Nonrecourse; Ete. ..
Puts of Assets to, the Receiver.

SB 8 RH

aR

Assets Not Purchased by Assuming Institution ..
Retention or Repurchase of Assets Essential to

8
Offer to Sell Withheld Loan: 9

ARTICLEIV. ASSUMPTION OF CERTAIN DUTIES

AND OBLIGATIONS..
4.1 Continuation of Banking Busines:
4.2 Credit Card Busine:
4.3. Safe Deposit Business.
4.4 — Safekeeping Busine:
4.5 — Trust Busine:
4.6 Bank Premises ....
4.7 Agreement with Re:
Management Equipment..
48 — Certain Existing Agreement
4.9 Informational Tax Reportin;
4.10 Insurance..
4.11 Office Space for Receiver and Corporation; Certain
Payments... 27
4.12 Continuation of Group Health Plan Coverage for
Former Employees of the Failed Bank
4.13 Interim Asset Servicing ...
ARTICLE V. DUTIES WITH RESPECT TO

DEPOSITORS OF THE FAILED BANK

5.1 Payment of Checks, Drafts, Orders and Deposits
5.2. Certain Agreements Related to Deposit:
5.3. Notice to Depositors .
ARTICLE VI. RECORDS...
6.1 Transfer of Records
6.2 [Reserved]...

‘Whole Bank
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ARTICLE IX. CONTINUING COOPERATION

9.1 General Matters...

9.2 Additional Title Documents

9.3 Claims and Suits

9.4 Payment of Deposits.

9.5 Withheld Payment:

9.6 Proceedings with Respect to Certain Assets and

Liabilities

9.7 Information

9.8 Tax Ruling.
ARTICLE X. CONDITION PRECEDENT........0..0000+6 36
ARTICLE XI. REPRESENTATIONS AND

WARRANTIES OF THE ASSUMING INSTITUTION. 36

11
112
113
11.4
11.5
11.6
11.7

ARTICLE XII_ INDEMNIFICATION ....

12.1
12.2
12.3
12.4
12.5
12.6
12.7
12.8

ARTICLE XIII. MISCELLANEOUS..

13.1
13.2
13.3
13.4

Corporate, Existence and Authority...
Third Party Consent
Execution and Enforceability
Compliance with Law ..
Insured or Guaranteed Loans
Representations Remain True ..
No Reliance; Independent Advice

Indemnification of Indemnitees.
Conditions Precedent to, Indemnification
No Additional Warranty........ .
Indemnification of Receiver and Corporation.
Obligations Supplemental ..
Criminal Claims...
Limited Guaranty of the Corporatio
Subrogation ....

Expenses....
Waiver of Jury Trial
Consent; Determination or Dis
Rights Cumulative...

Capitol City Bank & Trust Company
Atlanta, GA


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

Attest:

Attest:

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF CAPITOL CITY BANK & TRUST
COMP. LANTA, GA

BY:

ANNIE M. FLOOD
IRECEIVER-IN-CHARGE

FEDERAL/DEPOSIT INSURANCE COKPORATAON

BY:

’ M. FLOOD
WfORNEY-IN-FACT

FIRST-CITIZENS BANK & TRUST COMPANY
RALEIGH, NC

BY'

DENTON F-LEE, JR.
XECUTIVE VICE PRESIDENT

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47 Capitol City Bank & Trust Company
Allanta, GA


(b) Failed Bank Records pertaining to (i) any asset or liability of the Failed
Bank retained. by the Receiver, and (ii) any asset of the Failed Bank acquired by the Receiver
pursuant to this Agreement; and

(c) any other Failed Bank Records as determined by the Receiver.

6.2. Reserved.]

6.3. Preservation of Failed Bank Records.

(a) Assuming Institution Failed Bank Records Retention. The Assuming
Institution will preserve and maintain, at its sole expense, for the joint benefit of the Receiver,
the Corporation and the Assuming Institution, all Failed Bank Records, regardless of whether the
Failed Bank Records were transferred. to the Assuming Institution under Section 6.1 or retained
by the Receiver under Sections 6.1(a) through (c), except those Failed Bank Records. which the
Receiver, in its sole and absolute discretion, chooses to physically take. The Assuming
Institution shall have the primary responsibility to respond to subpoenas, discovery requests, and
other similar official inquiries and customer requests for lien releases with respect to the. Failed
Bank Records of which it has custody. If the Assuming Institution receives a subpoena addressed
to the Assuming Institution seeking any Failed Bank Records of which it has custody, but are
Failed Bank Records retained by the Receiver, the Assuming Institution will promptly provide
the Receiver with a copy of that subpoena by delivering a copy to the Regional Counsel, as
provided in Section 13.6(b). With respect to its obligations under this Section 6.3 regarding
Electronically Stored Information, the Assuming Institution will complete the Data Retention
Catalog attached hereto as Schedule 6.3 and submit it to the Receiver within thirty (30) days
after the Bank Closing Date. With respect to. Electronically Stored Information, the Assuming
Institution must maintain those Failed Bank Records in an easily. accessible and useable format.
If such Failed Bank Records are maintained by a third party vendor, the Assuming Institution is
responsible for ensuring that the third party complies with this Article.

(b) Destruction of Certain Failed Bank Records. With regard to all Failed
Bank Records of which the Assuming Institution has custody which are at least ten (10) years old
as of the date of the appointment of the Receiver, the Assuming Institution will request written
permission to destroy such Failed Bank Records by submitting a written request to destroy,
specifying precisely which Failed Bank Records are included in the request, to DRR— Records
Manager, CServiceFDICDAL@FDIC. gov.

(c) Destruction of Failed Bank Records after Six Years. With regard to all
Failed Bank Records of which the Assuming Institution has custody which have been maintained
in its custody after six (6) years from the date of the appointment of the Receiver, the Assuming
Institution will request written permission to destroy such Failed Bank Records by submitting a
written request to destroy, specifying precisely which Failed Bank Records are included in the
request, to DRR— Records Manager, CServiceFDICDAL @FDIC. gov.

6.4. Access to Failed Bank Records; Copies. The Assuming Institution will permit
the Receiver and the Corporation access to all Failed Bank Records of which the Assuming
Institution has custody, and to, use, inspect, make extracts from or request copies of any. such
Failed Bank Records in the manner and to the extent requested, and to duplicate, in the discretion
of the Receiver or the Corporation, any Failed Bank Record; provided that if the Failed Bank
maintained one or more duplicate copies of such Failed Bank Records, the Assuming Institution
hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such

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(viii) claims, if the Receiver determines that the effect of providing such
indemnification would be to (A) expand or alter the provisions of any. warranty or
disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or
(B) create any warranty not expressly provided under this Agreement;

(ix) claims which could have been enforced against any Indemnitee
had the Assuming Institution not entered into this Agreement;

(x) claims based on any liability for taxes or fees assessed with respect
to the consummation of the transactions contemplated by this Agreement, including
without limitation any subsequent transfer of any Acquired Assets or Liabilities Assumed
to any Subsidiary or Affiliate of the Assuming Institution;

(xi) except as expressly provided in this Article XII, claims based on
any action or inaction of any Indemnitee, and nothing in this Agreement shall be
construed to provide indemnification for (i) the Failed Bank, (ii) any Subsidiary or
Affiliate of the Failed Bank, or (iii) any present or former director, officer, employee or
agent of the Failed Bank or its Subsidiaries or Affiliates; provided that the Receiver, in its
sole and absolute discretion, may provide indemnification hereunder for any present or
former director, officer, employee or agent of the Failed Bank or its Subsidiaries or
Affiliates who is also or becomes a director, officer, employee or agent of the Assuming
Institution or its Subsidiaries or Affiliates;

(xii) claims or actions which constitute a breach by the Assuming
Institution of the representations and warranties contained in Article XI;

(xiii) claims arising out of or relating to the condition of or generated by
an Acquired Asset arising from or relating to the presence, storage or release of any
hazardous or toxic substance, or any pollutant or contaminant, or condition of such
Acquired Asset which violate any applicable Federal, State or local law or regulation
concerning environmental protection; and

(xiv) claims based on, related to or arising from any asset, including a
loan, acquired or liability assumed by the Assuming Institution, other than pursuant to
this Agreement.

12.2. Conditions Precedent to Indemnification. It shall be a condition precedent to
the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such
Person shall, with respect to any claim made or threatened against such Person for which such
Person is or may. be entitled to indemnification hereunder:

(a) give written notice to the Regional Counsel (Litigation Branch) of the
Corporation in the manner and at the address provided in Section 13.6 of such claim as soon as
practicable after such claim is made or threatened; provided that notice must be given on or
before the date which is six (6) years from the date of this Agreement;

(b) provide to the Receiver such information and cooperation with respect to
such claim as the Receiver may reasonably require;

(c) cooperate and take all steps, as the Receiver may reasonably require, to
preserve and protect any defense to such claim;

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Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each case
as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets
separate and apart from any of the Assuming Institution’s own funds and general assets; and

(xv) _ no later than the end of the second Business Day following receipt thereof,
deposit into the applicable custodial account and retain therein all funds collected and received
with respect to the Pool Assets.

Notwithstanding anything to the contrary in this Exhibit, the Assuming Institution shall not be
required to initiate litigation or other collection proceedings against any Obligor or any collateral
with respect to any defaulted Loan. The Assuming Institution shall promptly notify the
Receiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions
regarding any Pool Asset.

(b) In consideration for the provision of the services provided pursuant to this
Arrangement, the Receiver agrees to reimburse the Assuming Institution for the actual,
reasonable and necessary expenses incurred in connection with the performance of its duties
pursuant to this Arrangement, including shared services of photocopying, postage, express mail,
core data processing (allocated on a per loan basis based on historical actual costs) and amounts
paid for employee services (based upon the number of hours spent performing servicing duties).

(c) The Assuming Institution shall provide the services described herein for a term of
up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may
terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming
Institution without any liability or cost to the Receiver other than the fees and expenses due to
the Assuming Institution as of the termination date pursuant to paragraph (b) above.

(d) At any time during the term of this Arrangement, the Receiver may, upon not less
than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool
Assets, and at the time of such removal the Assuming Institution’s responsibility with respect
thereto shall terminate.

(e) At the expiration of this Arrangement or upon the termination of the Assuming
Institution’s responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the
Assuming Institution shall:

(i) deliver to the Receiver (or its designee) all of the Credit Documents and
records relating to the Pool Assets; and

(ii) cooperate with the Receiver to facilitate the orderly transition of managing
the Pool Assets to the Receiver or its designees (including, without limitation, its
contractors and persons to which any Pool Assets are conveyed).

(f) At the request of the Receiver, the Assuming Institution shall perform such
transitional services with regard to the Pool Assets as the Receiver may request. Transitional
services may include, without limitation, assisting in any due diligence process deemed
necessary by the Receiver and providing to the Receiver and its designees (including, without
limitation, its contractors and any actual or potential successor owners) (i) information and data
regarding the Pool Assets, including, without limitation, system reports and data downloads

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(d) Operating Costs. The Assuming Institution agrees, during its period of use
of any Leased Data Management Equipment and ending on the date which is thirty (30) days
after the Assuming Institution has given notice to the Receiver of its election not to assume such
lease to pay to the Receiver or to appropriate third parties at the direction of the Receiver all
operating costs with respect thereto and to comply with all relevant terms of any existing Leased
Data Management Equipment leases entered into by the Failed Bank, including without
limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, insurance
and assessments.

(e) Assuming Institution’s Obligation. The Assuming Institution shall, not
later than fifty (50) days after giving the notice provided in Section 4.7(b), (i) relinquish and
release to the Receiver or, at the direction of the Receiver, to a third party, all Leased Data
Management Equipment, in the same condition as at Bank Closing Date, normal wear and tear
excepted, or (ii) accept an assignment or a sublease of any existing Leased Data Management
lease or negotiate a new lease or license agreement under this Section 4.7 with respect to Leased
Data Management Equipment.

(f) Data Removal. The Assuming Institution shall, prior to returning any
Leased Data Management Equipment, and unless otherwise requested by the Receiver,
(i) remove all data from the Leased Data Management Equipment and (ii) provide a written
statement to the Receiver that all data has been removed in a manner that renders it
unrecoverable.

4.8. Certain Existing Agreements.

(a) Assumption of Agreements. Subject to the provisions of Section 4.8(b),
with respect to agreements existing as of the Bank Closing Date which provide for the rendering
of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the
Assuming Institution shall give the Receiver written notice specifying whether it elects to
assume or not to assume each such agreement. Except as may be otherwise provided in this
Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for
a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an
agreement that provides for the rendering of services by the Failed Bank, the date which is ninety
(90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the
rendering of services to the Failed Bank, the date which is thirty. (30) days after the Assuming
Institution has given notice to the Receiver of its election not to assume such agreement;
provided that the Receiver can reasonably make such service agreements available to the
Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have
assumed. agreements for. which no notification is timely given. The Receiver agrees to assign,
transfer, convey and deliver to the Assuming Institution all right, title and interest of the
Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event
the Assuming Institution elects not to accept an assignment of any lease (or sublease) or
negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy
such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related
to such premises. The Assuming Institution agrees, during the period it has the use or benefit of
any such agreement, promptly to pay to the Receiver or to appropriate third parties at the
direction of the Receiver all operating costs with respect thereto, and to comply with all relevant
terms of such agreement.

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sufficient to transfer the Pool Assets to another system or systems and to facilitate due diligence
by actual and potential successor owners, and (ii) access to employees of the Assuming
Institution involved in the management of, or otherwise familiar with, the Pool Assets.

(g) Until such time as the Arrangement expires or is terminated, without limitation of

its obligations set forth above or in the Purchase and Assumption Agreement and without any
additional consideration (other than that set forth in paragraph (b) above), the Assuming
Institution shall provide the Receiver and its designees (including, without limitation, its

contract

tors and actual and potential successor owners) with the following, as the same may be

requested:

Whole Bank

(i) access to and the ability to obtain assistance and information from
personnel of the Assuming Institution, including former personnel of the Failed Bank and
personnel of third party consultants;

(ii) access to and the ability to use and download information from data
processing systems and other systems of record on which information regarding Pool
Assets or any assets transferred to or liabilities assumed by the Assuming Institution is
stored or maintained (regardless of whether information with respect to other assets or
liabilities is also stored or maintained thereon); and

(iii) access to and the ability to use and occupy office space (including parking
facilities and vault space), facilities, utilities (including local telephone service and
facsimile machines), furniture, equipment (including photocopying and facsimile
machines), and technology and connectivity (including email accounts, network access
and technology resources such as shared drives) in the Bank Premises occupied by the
Assuming Institution.

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“Underserved Area” means a census track designated as an underserved middle-income
nonmetropolitan track on the most recent List of Middle-Income Non-Metropolitan Distressed or
Underserved Geographies as published by the Federal Financial Institutions Examination
Council (“FFIEC”) on the FFIEC website. A list of Bank Premises, if any, located in an
Underserved Market is attached as Schedule 4.1(b).

ARTICLE II. | ASSUMPTION OF LIABILITIES.

2.1. Liabilities Assumed _by Assuming Institution. The Assuming Institution
expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to
pay, perform and discharge, all of the following liabilities of the Failed Bank as of the Bank
Closing Date, except as otherwise provided in this Agreement (such liabilities referred to as
“Liabilities Assumed”):

(a) Assumed Deposits, except those Deposits specifically listed on
Schedule 2.1(a); provided, that as to any Deposits of public money which are Assumed Deposits,
the Assuming Institution agrees to properly secure such Deposits with such Acquired Assets as
appropriate which, prior to the Bank Closing Date, were pledged as security by the Failed Bank,
or with assets of the Assuming Institution, if such securing Acquired Assets, if any, are
insufficient to properly secure such Deposits;

(b) liabilities for indebtedness incurred by the Failed Bank, reflected on the
Accounting Records of the Failed Bank on the Bank Closing Date, and secured by any perfected
Lien on or affecting any Acquired Asset; provided, that the amount of any liability assumed
pursuant to this Section 2.1(b) (x) shall be limited to the market value (as determined by the
Receiver) of the Acquired Assets securing such liability and (y) is not subject to adjustment
pursuant to Article VII;

(c) all borrowings from, and obligations and indebtedness to Federal Reserve
Banks and Federal Home Loan Banks, if any, whether currently owed, or conditional or not yet
matured, including but not limited to, if applicable, (i) advances, including principal, interest,
and any prepayment fees, costs and expenses; (ii) letters of credit, including any reimbursement
obligations; (iii) acquired member assets programs, including representations, warranties, credit
enhancement obligations and servicing obligations; (iv) affordable housing programs, including
retention agreements and other contracts and monitoring obligations; (v) swaps and other
derivatives; and (vi) safekeeping and custody agreements, provided, that the assumption of any
liability pursuant to this Section 2.1(c) shall be limited to the market value of the assets securing
such liability as determined by the Receiver; and overdrafts, debit balances, service charges,
reclamations and adjustments to accounts with the Federal Reserve Banks as reflected on the
books and records of any such Federal Reserve Bank within ninety (90) days after the Bank
Closing Date, if any;

(d) ad valorem taxes (prorated through the Bank Closing Date or with
respect to Bank Premises prorated through the date the Receiver receives the purchase price
for such Bank Premises from the Assuming Institution), whether or not reflected on the
Failed Bank Records, applicable to any Acquired Asset; provided, that the assumption of
any ad valorem taxes pursuant to this Section 2.1(d) shall be limited to an amount equal to
the market value of the Acquired Asset to which such taxes apply as determined by the
Receiver;

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SCHEDULE 2.1(a
EXCLUDED DEPOSIT LIABILITY ACCOUNTS

Capitol City Bank & Trust reported no deposits associated with the Depository Organization
(DO) Cede & Co as Nominee for DTC. If any exist at closing, DO accounts will not pass to the
Assuming Bank and will be excluded from the transaction as described in section 2.1 of the P&A
Agreement. If any DO accounts exist at the date of bank closing, a Schedule 2.1(a) DO Detail
Report will be prepared and used to identify the DO accounts existing as of that date.

Whole Bank 48 Capitol City Bank & Trust Company
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(0)

(p)

(q)

rights of the Failed Bank to have loan
servicing provided to the Failed Bank by
others and related contracts:

Personal Computers and Owned Data
Management Equipment:

Safe Deposit Boxes:

Assets subject to an option to purchase:

(a) Bank Premises with a fixed price:
All other Bank Premises:
(b) Furniture and Equipment:
(c) Fixtures:
(d) Other Equipment:
(e) Specialty Assets:
Whole Bank 50

Version 6.4P ~ PURCHASE AND ASSUMPTION AGREEMENT

Book Value

Fair Market Value

Fair Market Value

As set forth on the Bid Form

Fair Market Value

Fair Market Value

Fair Market Value

Fair Market Value

Fair Market Value

Capitol City Bank & Trust Company

Atlanta, GA


3.2. Asset Purchase Price.

(a) Determination of Asset Purchase Price. All Acquired Assets and assets of
the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased
for the amount, or the amount resulting from the method specified for determining the amount,
as specified on Schedule 3.2, except as otherwise may be provided herein. Any Acquired Asset
for which no purchase price. is specified on Schedule. 3.2 or otherwise herein shall be. purchased
at its Book Value. The purchase price for Acquired Subsidiaries shall be adjusted pursuant to
Section 4.6(i)(iv), if applicable.

(b) Purchase Price for Securities. The purchase price for any security (other
than the capital stock of any Acquired Subsidiary and Federal Home Loan Bank stock)
purchased under Section 3.1 by the Assuming Institution shall consist of the market price (as
defined below) of the security as of the Bank Closing Date, multiplied by the bank’s ownership
interest in the security (see Calculation of Purchase Price below) and shall include accrued
interest, where applicable, as noted below.

(i) Definition of Market Price: The market price for any security shall
be (i) the market price for that security quoted at the close of the trading day effective on
the Bank Closing Date as published electronically by Bloomberg, L.P., or alternatively, at
the discretion of the Receiver, by IDC/Financial Times (FT) Interactive Data; (ii)
provided that if such market price is not available for such security, the Assuming
Institution will submit a written purchase price bid for such security within three days of
notification/bid request by the Receiver (unless a different time period is agreed to by the
Assuming Institution and the Receiver) and the Receiver, in its sole and absolute
discretion, will accept or reject each such purchase price bid; (iii) further provided that in
the absence of an acceptable bid from the Assuming Institution, or in the event that a
security, is deemed essential to the Receiver as determined, by the Receiver in its
discretion (see Section 3.6 Retention or Repurchase of Assets Essential to the Receiver)
such security shall not pass to the Assuming Institution and shall be deemed to be an
excluded. asset hereunder and listed on Schedule 3.5(1).

(ii) Calculation of Purchase Price. The bank’s ownership interest in a
security will be quantified one of two ways: (i) number of shares or other units, as
applicable (in the case of equity securities) or (ii) par value or notational amount, as
applicable (in the case of non-equity securities). As a result, the purchase price (except
where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated
one of two ways, depending on whether or not the security is an equity security: (i) the
purchase price for an equity security shall be calculated by multiplying the number of
shares or other units by the applicable market price per unit; and (ii) the purchase price
for a non-equity security shall be an amount equal to the applicable market price
(expressed as a decimal), multiplied by the par value for such security (based on the
payment factor most recently widely available). The purchase price also shall include
accrued interest as calculated below (see Calculation of Accrued Interest), except to the
extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding
paragraph. If the factor used to determine the par value of any security for purposes of
calculating the purchase price, is not for the period in which the Bank Closing Date
occurs, then the purchase price for that security shall be subject to adjustment post-
closing based on a “cancel and correct” procedure. Under this procedure, after such
current factor becomes publicly available, the Receiver will recalculate the purchase price

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