Common use of Pro Forma Statement Clause in Contracts

Pro Forma Statement. As soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will provide to the Bridge Bank a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will take into account to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a), respectively, which were carried in the Failed Bank’s suspense accounts on the Bank Closing Date, (b) accruals as of the Bank Closing Date for all income related assets and business of the Failed Bank, attributed to the Bridge Bank thereunder, whether or not such accruals were reflected on the Failed Bank Records in the normal course of 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 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. The Pro Forma Statement will establish the net value of the Transferred Assets, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s books.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect Statement reflecting any adjustments of such those liabilities and assets as may be necessarynecessary so that the Pro Forma Statement is consistent with the requirements of this Agreement. Such That Pro Forma Statement will take into account account, to the extent possible, among other thingsitems, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which that on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related assets to the Acquired Assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution, whether or not such those 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, 1 pursuant to the Equity Method of Accounting. The 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 that was partially or wholly charged off during the period beginning the day after the Bid Valuation Date and ending on the Bank Closing Date will be deemed not to be charged off for the purposes of the Pro Forma Statement, and the purchase price will be determined pursuant to Section 3.2. In accordance with Section 3.2(c), in preparing the Pro Forma Statement will establish the net value of the Transferred Assets, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank pursuant to this Agreement and each Qualified Financial Contract will be reflected as included at QFC Contract Value (positive or negative) and, if a Qualified Financial Contract is a liability, no further liability amount will be included for purposes of preparing the Receiver’s investment in the Bridge Bank on the Receiver’s booksPro Forma Statement.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Module 1 – Whole Bank w/ Optional Shared Loss Agreements 30 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s 's suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets Module 1 - Whole Bank w/ Optional Shared Loss Agreements 31 The First National Bank of Olathe Version 3.2- PURCHASE AND ASSUMPTION AGREEMENT Olathe, Kansas July 15, 2011 and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect Statement reflecting any adjustments of such those liabilities and assets as may be necessarynecessary so that the Pro Forma Statement is consistent with the requirements of this Agreement. Such That Pro Forma Statement will take into account account, to the extent possible, among other thingsitems, (a) liabilities and assets of a ofa nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which that on the Bank Closing Date were carried in the Failed Bank’s 's suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related assets to the Acquired Assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution, whether or not such those 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, 1 pursuant to the Equity Method of Accounting. The 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 that was partially or wholly charged off during the period beginning the day after the Bid Valuation Date and ending on the Bank Closing Date will be deemed not to be charged off for the purposes of the Pro Forma Statement, and the purchase price will be determined pursuant to Section 3.2. In accordance with Section 3.2(c), in preparing the Pro Forma Statement will establish the net value of the Transferred Assets, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank pursuant to this Agreement and each Qualified Financial Contract will be reflected as included at QFC Contract Value (positive or negative) and, if a Qualified Financial Contract is a liability, no further liability amount will be included for purposes of preparing the Receiver’s investment in the Bridge Bank on the Receiver’s booksPro Forma Statement. 8.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets Fixed Price Whole Bank w/ Optional Shared Loss Agreements 30 Old Harbor Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, Florida July 15, 2011 and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements 29 First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Snohomish, Washington April 27, 2011 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As It is understood that the determination of the Initial Payment is based on the Receiver’s best estimate of the Liabilities Assumed and the Assets at Bank Closing. The Receiver, as soon as practicable after the Bank Closing DateClosing, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will pro forma statement shall take into account account, to the extent possible, among other things, (ai) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (bii) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank Records in the normal course of its operations, and (ciii) adjustments to determine the Book Value of any investment in an Acquired a Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the Equity Method equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Subsidiary’s recorded equity as of the Bank Closing Date as reflected on the Failed Bank Accounting Records of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be restated to $1, Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method of Accounting. The Pro Forma Statement will establish Failed Bank charged off during the net value period beginning the day after the Bid Valuation Date to Bank Closing shall be deemed not to be charged off for the purposes of the Transferred Assetspro forma statement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Section 3.2. Module 4- Whole Bank on the Receiver’s books.– P&A Version 2.07 October 8, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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, 1 pursuant to the Equity Method of Accounting. The Any 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Section 3.2. Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – Purchase And Assumption Agreement and will be reflected as the Receiver’s investment in the Bridge June 1, 2012 31 Putnam State Bank on the Receiver’s books.Palatka, Florida

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities Module 1 – Whole Bank w/ Optional Shared Loss Agreements 31 Plantation Federal Bank Version 4.1 – PURCHASE AND ASSUMPTION AGREEMENT Pawleys Island, SC February 21, 2012 and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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, 1 pursuant to the Equity Method of Accounting. The Any 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As the Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s 's suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution hereunder, whether or not such accruals were reflected on the Failed Bank Records in the normal course of its operations, Basic P&A Agreement (VB. Illinois). Valley Bank. Version 6..2P — PURCHASE AND ASSUMPTION AGREEMENT Moline, 1L 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, 1 pursuant to the Equity Method of Accounting. The 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will Fonna statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3. 1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s 's suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution hereunder, whether or not such accruals were reflected 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 equjty will be restated to $1, 1 pursuant to the Equity Method of Accounting. The Any 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 Standard P&A Agreement Version 4.2 – PURCHASE AND ASSUMPTION AGREEMENT April 24, 2012 35 Xxxxxxxxxx Bank & Trust Xxxxx, Georgia 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, 1 pursuant to the Equity Method of Accounting. The Any 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s 's suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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, 1 pursuant to the Equity Method of Accounting. The Any 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect Statement reflecting any adjustments of such those liabilities and assets as may be necessarynecessary so that the Pro Forma Statement is consistent with the requirements of this Agreement. Such That Pro Forma Statement will take into account account, to the extent possible, among other thingsitems, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which that on the Bank Closing Date were carried in the Failed Bank’s 's suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related assets to the Acquired Assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution, whether or not such those 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, 1 pursuant to the Equity Method of Accounting. The 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 that was partially or wholly charged off during the period beginning the day after the Bid Valuation Date and ending on the Bank Closing Date will be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred AssetsStatement, and the Assumed Liabilities that comprise the contribution made by the Receiver purchase price will be determined pursuant to the Bridge Bank Section 3.2. Any Qualified Financial Contract transferred pursuant to this Agreement and will be reflected as included (in accordance with Section 3.2(c)) at QFC Contract Value (positive or negative) and, if a Qualified Financial Contract is a liability, no further liability amount in respect of that Qualified Financial Contract will be included for purposes of preparing the Receiver’s investment in the Bridge Bank on the Receiver’s booksPro Forma Statement.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect Statement reflecting any adjustments of such those liabilities and assets as may be necessarynecessary so that the Pro Forma Statement is consistent with the requirements of this Agreement. Such That Pro Forma Statement will take into account account, to the extent possible, among other thingsitems, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which that on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related assets to the Acquired Assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution, whether or not such those 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, 1 pursuant to the Equity Method of Accounting. The 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 that was partially or wholly charged off during the period beginning the day after the Bid Valuation Date and ending on the Bank Closing Date will be deemed not to be charged off for the purposes of the Pro Forma Statement, and the purchase price will be determined pursuant to Section 3.2. In accordance with Section 3.2(c), in preparing the Pro Forma Statement will establish the net value of the Transferred Assets, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank pursuant to this Agreement and each Qualified Financial Contract will be reflected as included at QFC Contract Value (positive or negative) and, if a Qualified Financial Contract is a liability, no further liability amount will be included for purposes of preparing the Receiver’s investment in the Bridge Bank on the Receiver’s books.Pro Forma Statement. 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx, XX Version 13.2 – PURCHASE AND ASSUMPTION AGREEMENT Santa Clara, California

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements CommunitySouth Bank and Trust Version 3.0– PURCHASE AND ASSUMPTION AGREEMENT Easley, SC January 19, 2011 Bank Records of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be restated to $1, Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 30 Citizens Bank of Northern California Nevada City, California suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets Module 1 — Whole Bank w/ Optional Shared Loss Agreements First State Bank Version 3.2— Purchase and Assumption Agreement Cranford, NJ July 15, 2011 and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As It is understood that the determination of the Initial Payment is based on the Receiver’s best estimate of the Liabilities Assumed and the Assets at Bank Closing. The Receiver, as soon as practicable after the Bank Closing DateClosing, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will pro forma statement shall take into account account, to the extent possible, among other things, (ai) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (bii) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank Records in the normal course of its operations, and (ciii) adjustments to determine the Book Value of any investment in an Acquired a Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the Equity Method equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Subsidiary’s recorded equity as of the Bank Closing Date as reflected on the Failed Bank Accounting Records of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be restated to $1, Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method of Accounting. The Pro Forma Statement will establish Failed Bank charged off during the net value period beginning the day after the Bid Valuation Date to Bank Closing shall be deemed not to be charged off for the purposes of the Transferred Assetspro forma statement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Section 3.2. Module 4 — Whole Bank on the Receiver’s books.— P&A Sonoma Valley Bank Version 2.04 Sonoma, California July 16, 2010

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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, 1 pursuant to the Equity Method of Accounting. The Any 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Section 3.2. Whole Bank on the Receiver’s books.w/ Optional Shared Loss Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 31 Security Exchange Bank Marietta, Georgia

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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, 1 pursuant to the Equity Method of Accounting. The 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 will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2. 8.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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, 1 pursuant to the Equity Method of Accounting. The Any 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements 31 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1– PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, FL December 7, 2011 deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Bank on the Receiver’s booksSection 3.2.

Pro Forma Statement. As The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information then available, the Receiver will shall provide to the Bridge Bank Assuming Institution a pro forma statement (the “Pro Forma Statement”). The Receiver will prepare the Pro Forma Statement, in its discretion, to reflect statement reflecting any adjustments of such liabilities and assets as may be necessary. Such Pro Forma Statement will statement shall take into account account, to the extent possible, among other things, (a) liabilities and assets of a nature similar to those contemplated in Sections 2.02(a) and 2.03(a)by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank’s suspense accounts on the Bank Closing Dateaccounts, (b) accruals as of the Bank Closing Date for all income related to the assets and business of the Failed Bank, attributed to Bank acquired by the Bridge Bank thereunderAssuming 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 equity method of Accountingaccounting, whether or not the Failed Bank used the Equity Method equity method of Accounting 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, Any Asset purchased by the Assuming Institution pursuant to Section 3.1 which the Equity Method Failed Bank partially or wholly charged off during the period beginning the day after the Bid Valuation Date to the date of Accounting. The the Bank Closing Date shall be deemed not to be charged off for the purposes of the Pro Forma Statement will establish the net value of the Transferred Assetsstatement, and the Assumed Liabilities that comprise the contribution made by the Receiver to the Bridge Bank purchase price shall be determined pursuant to this Agreement and will be reflected as the Receiver’s investment in the Bridge Section 3.2. Module 1 – Whole Bank on the Receiver’s books.w/Optional Shared Loss Agreements 30 Bank of Xxxxxxx Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT COLFAX, WASHINGTON April 27, 2011