Common use of Proposed Transaction Clause in Contracts

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI is a banking holding company under the laws of the United States. Incorporated under the laws of the State of Georgia, UCBI is the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (“UCBI Bank”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama corporation based in Huntsville, Alabama and is the parent company of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of the Company (“Company Bank”) providing banking and other financial institution services to its customers. The purpose of the Merger is to enable UCBI to acquire the assets and business of Progress through the merger of Progress with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of Progress. After the Merger, the operations and business of Progress will be continued by UCBI. Immediately after the Merger, Company Bank will be merged with and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress have represented in the Certificates that each has a significant business purpose for the Merger. By virtue of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for Dissenting Shares, shall be converted into the right to receive 0.770 validly issued, fully paid, and nonassessable shares of Parent Common Stock. Progress Financial Corporation All of the shares of Company Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each Certificate previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) a certificate representing the number of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a). At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (rounded down to the nearest whole number), and (iii) the per share exercise price under each such Company Option shall be adjusted to equal the quotient of (x) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio (round up to the nearest whole cent). It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Code, as to any stock option which is an “incentive stock option”. LAW

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI CenterState is a banking financial holding company under the laws of the United States. Incorporated under the laws of the State of GeorgiaFlorida, UCBI CenterState is the parent company of one or more subsidiaries including United Community CenterState Bank, N.A., a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI national banking association (“UCBI CenterState Bank”). UCBI specializes in personalized community banking CenterState provides traditional retail, commercial, mortgage, wealth management and SBA services for individuals, small businesses and companies throughout its geographic footprint, including Florida branch network and customer relationships in Florida under the brand Seaside Bank and Trust. Services include neighboring states NCC is a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama Delaware corporation based in HuntsvilleBirmingham, Alabama and is the parent company of one or more subsidiaries including Progress National Bank and Trustof Commerce, an Alabama state-charted bank and wholly-owned subsidiary of the Company N.A., a national banking association (“Company BankNBC”) providing banking and other financial institution services to its customers. The purpose of the Merger is to enable UCBI CenterState to acquire the assets and business of Progress NCC through the merger of Progress NCC with and into UCBICenterState. Immediately upon the Effective Time, ProgressNCC’s corporate existence will cease, UCBI CenterState will be the surviving corporation and as a result, UCBI CenterState will succeed to all of the assets and liabilities of ProgressNCC. After the Merger, the operations and business of Progress NCC will be continued by UCBICenterState. Immediately after the Merger, Company Bank NBC will be merged with and into UCBI CenterState Bank, with UCBI CenterState Bank being the surviving subsidiary bank of UCBICenterState. UCBI NCC and Progress CenterState have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. By virtue of the Merger, each share of Company NCC Common Stock issued and outstanding immediately prior to the Effective Time(excluding shares held by NCC, except for shares CenterState, any of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (in each case their respective subsidiaries other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted) issued and except for Dissenting Sharesoutstanding at the Effective Time, shall will be converted into the right to receive 0.770 validly issuedCenterState National Commerce Corporation January 7, 2019 Common Stock and cash. More specifically, each holder of issued and outstanding shares of NCC Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 2.01(b) of the Agreement), receive for each of such holder’s issued and outstanding shares of NCC Common Stock, (i) 1.65 fully paid, paid and nonassessable shares of Parent CenterState Common Stock. Progress Financial Corporation All of the shares of Company Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each Certificate previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) a certificate representing the number of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receive, plus (ii) cash any cash, without interest, in lieu of fractional shares which as specified in Section 2.04 of the shares Agreement. CenterState will not issue fractional shares, and holders of Company NCC Common Stock represented by such Certificate have been converted into the right to will receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2cash for their fractional shares. Certificates previously representing shares Holders of Company NCC Common Stock shall will not have any statutory rights to dissent in connection with the Merger and no cash will be exchanged paid for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent NCC Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised based upon such dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a)appraisal. At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed outstanding and unexercised NCC Stock Option may and each outstanding and unexercised NCC Warrant will cease to represent an option or right to purchase NCC Common Stock and will be exercised solely for shares converted automatically into an option or right, subject to any modification of Parent the Merger Consideration as provided under the terms of the Agreement, to purchase that number of CenterState Common Stock, (ii) Stock as shall equal the product obtained by multiplying the Exchange Ratio by that number of shares of Parent NCC Common Stock subject which such NCC Stock Option or NCC Warrant entitled the holder thereof to such Assumed Option shall be equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio purchase (rounded down to the nearest whole numbershare), and (iii) the per share at an exercise price under each such Company Option shall be adjusted equal to equal the quotient of (x) obtained by dividing the exercise price per share of such Company the NCC Stock Option immediately prior to the Effective Time divided or NCC Warrant by (y) the Exchange Ratio (round up rounded to the nearest whole cent). It Notwithstanding the foregoing, each NCC Stock Option that is intended that the foregoing assumption shall to be undertaken in a manner that will not constitute a an “modificationincentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code, as to any stock option which is an “incentive stock option”. LAW

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI Landmark is a banking holding company under the laws of the United States. Incorporated under the laws of the State of GeorgiaGeorgia corporation based in Marietta, UCBI Georgia and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including United Community a banking subsidiary, First Landmark Bank, a South Carolina Georgia state-chartered bank and wholly-owned subsidiary of UCBI (“UCBI First Landmark Bank”)) engaged in the business of providing banking and other financial institution services to its customers. UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include NCC is a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama Delaware corporation based in HuntsvilleBirmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including Progress National Bank and Trustof Commerce, an Alabama state-charted bank and wholly-owned subsidiary of the Company a national banking association (“Company NBC Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable UCBI NCC to acquire the assets and business of Progress Landmark through the merger of Progress Landmark with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of ProgressNCC. After the Merger, the operations and business of Progress Landmark and the Landmark Subsidiaries will be continued by UCBINCC. Immediately after the Merger, Company Bank will be merged with NCC and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress Landmark have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark will merge with and into NCC. Immediately upon the Effective Time, Landmark’s corporate existence will cease, and NCC will be the surviving corporation. As the surviving corporation, NCC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Company Landmark Common Stock issued and outstanding immediately prior to the Effective Time(excluding shares held by Landmark, except for shares of Company Common Stock owned by the Company as treasury stock any Landmark Subsidiaries, NCC or owned by the Company or Parent (in each case any NCC Subsidiaries, other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted) and except for Dissenting Shares, shall be converted into the right to receive 0.770 validly issued, fully paid, and nonassessable excluding shares of Parent Landmark Common Stock. Progress Financial Corporation All Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the shares of Company Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be Agreement) issued and outstanding and shall automatically be cancelled and shall cease to exist as of at the Effective Time, and each Certificate previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) a certificate representing the number of whole shares of Parent Common Stock which such shares of Company Common Stock have been will be converted into and exchanged for the right to receive, subject to the terms and conditions set forth in Section 3.1 of the Agreement, Common Stock and cash. More specifically, each holder of issued and outstanding shares of Landmark Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of Landmark Common Stock, (i) 0.5961 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) cash $1.33 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares which as specified in Section 3.4 of the shares Agreement. NCC will not issue fractional shares, and holders of Company Landmark Common Stock represented by such Certificate have been converted into the right to will receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged cash for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of their fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a)shares. At the Effective Time, each award in respect outstanding and unexercised option to purchase shares of a share of Company Landmark Common Stock pursuant to the Landmark Equity Incentive Plans (each, a “Landmark Option”) will cease to represent an option to purchase Landmark Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each Landmark Option subject to vestingits terms, repurchase including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to agreement governing such Landmark Option; provided, however, that, after the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company NCC Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number purchasable upon exercise of Company Options converted into a right to receive the each Landmark Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent will equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company Landmark Common Stock subject to such Assumed that were purchasable under the Landmark Option immediately prior to before the Effective Time multiplied by and (B) 0.6275 (the Exchange Ratio (“Option Conversion Ratio”), rounded down to the nearest whole number), share; and (iiiii) the per share exercise price under for each such Company Landmark Option shall be adjusted to will equal the quotient of obtained by dividing (xA) the per share exercise price per share of such Company the Landmark Option in effect immediately prior to before the Effective Time divided by (yB) the Exchange Ratio (round up Option Conversion Ratio, rounded to the nearest whole cent). It Notwithstanding the foregoing, each Landmark Option that is intended that the foregoing assumption shall to be undertaken in a manner that will not constitute a an “modificationincentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code, as to any stock option which is an “incentive stock option”. LAW

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI PCB is a Florida banking holding company under corporation based in Bradenton, Florida and is engaged in the laws business of the United Statesproviding banking and other financial institution services to its customers. Incorporated under the laws of the State of GeorgiaIn addition, UCBI PCB may be, but currently is not, the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (the “UCBI BankPCB Subsidiaries”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include NCC is a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama Delaware corporation based in HuntsvilleBirmingham, Alabama and is the parent company of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of (the Company (“Company BankNCC Subsidiaries”) including NBC, a national banking association providing banking and other financial institution services to its customers. The purpose of the Merger is to enable UCBI NBC to acquire the assets and business of Progress PCB through the merger of Progress PCB with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of ProgressNBC. After the Merger, the operations and business of Progress PCB will be continued by UCBINBC. Immediately after the Merger, Company Bank will be merged with The NCC Entities and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress PCB have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, PCB will merge with and into NBC. Immediately upon the Effective Time, PCB’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of PCB. National Commerce Corporation Premier Community Bank of Florida May 10, 2018 By virtue of the Merger, each share of Company PCB Common Stock issued and outstanding immediately prior to the Effective Time(excluding shares held by PCB, except for shares of Company Common Stock owned by the Company as treasury stock NCC, a PCB Subsidiary or owned by the Company or Parent (in each case an NCC Subsidiary other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and except for Dissenting Sharesoutstanding at the Effective Time, shall will be converted into the right to receive 0.770 validly issuedNCC Common Stock and cash. More specifically, fully paid, each holder of issued and nonassessable outstanding shares of Parent Common Stock. Progress Financial Corporation All of the shares of Company PCB Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist shall, as of the Effective TimeTime (other than shares cancelled pursuant to Section 3.1(c) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and each Certificate previously representing any such outstanding shares of Company PCB Common Stock shall thereafter represent only the right to receive Stock, (i) 0.4218 of a certificate representing the number fully paid and nonassessable share of whole shares of Parent NCC Common Stock which such shares of Company Common Stock have been converted into the right to receiveStock, plus (ii) cash $0.93 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares which as specified in Section 3.4 of the shares Agreement. NCC will not issue fractional shares, and holders of Company PCB Common Stock represented by such Certificate have been converted into the right to will receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged cash for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of their fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a)shares. At the Effective Time, each award in respect outstanding and unexercised option to purchase shares of a share of Company PCB Common Stock pursuant to the PCB Stock Option Plans (each, an “PCB Option”) will cease to represent an option to purchase PCB Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each PCB Option subject to vestingits terms, repurchase including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to agreement governing such PCB Option; provided, however, that, after the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company NCC Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number purchasable upon exercise of Company Options converted into a right to receive the each PCB Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent will equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company PCB Common Stock subject to such Assumed that were purchasable under the PCB Option immediately prior to before the Effective Time multiplied by and (B) 0.4440 (the Exchange Ratio (“Option Conversion Ratio”), rounded down to the nearest whole number), share; and (iiiii) the per share exercise price under for each such Company PCB Option shall be adjusted to will equal the quotient of obtained by dividing (xA) the per share exercise price per share of such Company the PCB Option in effect immediately prior to before the Effective Time divided by (yB) the Exchange Ratio (round up Option Conversion Ratio, rounded to the nearest whole cent). It Notwithstanding the foregoing, each PCB Option that is intended that the foregoing assumption shall to be undertaken in a manner that will not constitute a an “modificationincentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code, as to any stock option which is an “incentive stock option”. LAW

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI PB is a Florida banking holding company under corporation based in Trinity, Florida and is engaged in the laws business of the United Statesproviding banking and other financial institution services to its customers. Incorporated under the laws of the State of GeorgiaIn addition, UCBI PB is the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (the “UCBI BankPB Subsidiaries”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include NCC is a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama Delaware corporation based in HuntsvilleBirmingham, Alabama and is the parent company of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of (the Company (“Company BankNCC Subsidiaries”) including NBC, a national banking association providing banking and other financial institution services to its customers. The purpose of the Merger is to enable UCBI NBC to acquire the assets and business of Progress PB through the merger of Progress PB with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of ProgressNBC. After the Merger, the operations and business of Progress PB will be continued by UCBINBC. Immediately after the Merger, Company Bank will be merged with The NCC Entities and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress PB have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, PB will merge with and into NBC. Immediately upon the Effective Time, PB’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of PB. National Commerce Corporation Patriot Bank June 19, 2017 By virtue of the Merger, each share of Company PB Common Stock issued and outstanding immediately prior to the Effective Time(excluding shares held by PB, except for shares of Company Common Stock owned by the Company as treasury stock NCC, a PB Subsidiary or owned by the Company or Parent (in each case an NCC Subsidiary other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and except for Dissenting Sharesoutstanding at the Effective Time, shall will be converted into the right to receive 0.770 validly issued(a) NCC Common Stock and (b) cash. More specifically, fully paid, each holder of issued and nonassessable outstanding shares of Parent Common Stock. Progress Financial Corporation All of the shares of Company PB Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist shall, as of the Effective TimeTime (other than shares cancelled pursuant to Section 3.1(c) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder's issued and each Certificate previously representing any such outstanding shares of Company PB Common Stock shall thereafter represent only the right to receive (i) Stock, 0.1711 of a certificate representing the number fully paid and nonassessable share of whole shares of Parent NCC Common Stock which such shares of Company Common Stock have been converted into the right to receiveStock, plus (ii) cash $0.725 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares which as specified in Section 3.4 of the shares Agreement. NCC will not issue fractional shares, and holders of Company PB Common Stock represented by such Certificate have been converted into the right to will receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged cash for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of their fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a). At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (rounded down to the nearest whole number), and (iii) the per share exercise price under each such Company Option shall be adjusted to equal the quotient of (x) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio (round up to the nearest whole cent). It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Code, as to any stock option which is an “incentive stock option”shares. LAW

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI RBF is a Florida banking holding company under the laws of the United States. Incorporated under the laws of the State of Georgia, UCBI is the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (“UCBI Bank”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama corporation based in HuntsvilleTavares, Alabama Florida and is engaged in the parent company business of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of the Company (“Company Bank”) providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one banking subsidiary engaged in the business of providing banking and other financial institution services to its customers. NBC is a national banking association based in Birmingham, Alabama, and is a wholly-owned subsidiary of NCC. The purpose of the Merger is to enable UCBI NBC to acquire the assets and business of Progress RBF through the merger of Progress RBF with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of ProgressNBC. After the Merger, the operations and business of Progress RBF will be continued by UCBINBC. Immediately after the Merger, Company Bank will be merged with The NCC Entities and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress RBF have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, RBF will merge with and into NBC. Immediately upon the Effective Time, RBF’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of RBF. By virtue of the Merger, each share of Company RBF Common Stock issued and outstanding immediately prior to the Effective Time(excluding shares held by RBF, except for shares of Company Common Stock owned by the Company as treasury stock NCC or owned by the Company or Parent (in each case NBC other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and except for Dissenting Sharesoutstanding at the Effective Time, shall will be converted converted, at the election of the holder thereof, into the National Commerce Corporation Reunion Bank of Florida August 28, 2015 right to receive, subject to the adjustment set forth in Section 3.1 of the Agreement, either (a) NCC Common Stock or (b) cash. More specifically, each holder of issued and outstanding shares of RBF Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(c) of the Agreement, Cash Election Shares and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive 0.770 validly issuedfor each of such holder’s issued and outstanding shares of RBF Common Stock, 0.7273 of a fully paid, paid and nonassessable shares share of Parent NCC Common Stock. Progress Financial Corporation All In the alternative, each holder of the issued and outstanding shares of Company RBF Common Stock converted into the right that shall make an election to receive Parent cash in lieu of exchanging their shares of RBF Common Stock for NCC Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as the procedure set forth in Section 3.1 of the Effective TimeAgreement, and shall receive $16.00, without interest thereon, for each Certificate previously representing any such shares share of Company RBF Common Stock shall thereafter represent only that is so converted (subject to adjustment of the right to receive (i) a certificate representing the number form of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receiveconsideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive if any, pursuant to Section 1.5 and Section 2.2(e3.1 of the Agreement), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to Within five business days following the Effective Time, the outstanding shares of Parent aggregate cash amount and/or NCC Common Stock that would otherwise be paid upon the conversion in the Merger may be adjusted based upon a pro rata selection process, such that the aggregate cash amount that would be paid upon the conversion in the Merger is equal or Company nearly equal (as determined by the Exchange Agent) to the Total Cash Amount. The exact amount of NCC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind and the cash and/or consideration received by each holder of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company RBF Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal StatutesAgreement, or therefore, may vary based upon the adjustment (if a court any) set forth in Section 3.1 of competent jurisdiction shall determine that such holder is the Agreement. NCC will not entitled to the relief provided by the Appraisal Statutesissue fractional shares, such shares and holders of Company RBF Common Stock shall be treated as if they had been converted as of the Effective Time into the right to will receive the Merger Consideration in accordance with Section 1.5(a). At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (rounded down to the nearest whole number), and (iii) the per share exercise price under each such Company Option shall be adjusted to equal the quotient of (x) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio (round up to the nearest whole cent). It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Code, as to any stock option which is an “incentive stock option”their fractional shares. LAW

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI RBF is a Florida banking holding company under the laws of the United States. Incorporated under the laws of the State of Georgia, UCBI is the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (“UCBI Bank”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama corporation based in HuntsvilleTavares, Alabama Florida and is engaged in the parent company business of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of the Company (“Company Bank”) providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one banking subsidiary engaged in the business of providing banking and other financial institution services to its customers. NBC is a national banking association based in Birmingham, Alabama, and is a wholly-owned subsidiary of NCC. The purpose of the Merger is to enable UCBI NBC to acquire the assets and business of Progress RBF through the merger of Progress RBF with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of ProgressNBC. After the Merger, the operations and business of Progress RBF will be continued by UCBINBC. Immediately after the Merger, Company Bank will be merged with The NCC Entities and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress RBF have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, RBF will merge with and into NBC. Immediately upon the Effective Time, RBF’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of RBF. By virtue of the Merger, each share of Company RBF Common Stock issued and outstanding immediately prior to the Effective Time(excluding shares held by RBF, except for shares of Company Common Stock owned by the Company as treasury stock NCC or owned by the Company or Parent (in each case NBC other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and except for Dissenting Sharesoutstanding at the Effective Time, shall will be converted converted, at the election of the holder thereof, into the National Commerce Corporation Reunion Bank of Florida September 14, 2015 right to receive, subject to the adjustment set forth in Section 3.1 of the Agreement, either (a) NCC Common Stock or (b) cash. More specifically, each holder of issued and outstanding shares of RBF Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(c) of the Agreement, Cash Election Shares and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive 0.770 validly issuedfor each of such holder’s issued and outstanding shares of RBF Common Stock, 0.7273 of a fully paid, paid and nonassessable shares share of Parent NCC Common Stock. Progress Financial Corporation All In the alternative, each holder of the issued and outstanding shares of Company RBF Common Stock converted into the right that shall make an election to receive Parent cash in lieu of exchanging their shares of RBF Common Stock for NCC Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as the procedure set forth in Section 3.1 of the Effective TimeAgreement, and shall receive $16.00, without interest thereon, for each Certificate previously representing any such shares share of Company RBF Common Stock shall thereafter represent only that is so converted (subject to adjustment of the right to receive (i) a certificate representing the number form of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receiveconsideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive if any, pursuant to Section 1.5 and Section 2.2(e3.1 of the Agreement), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to Within five business days following the Effective Time, the outstanding shares of Parent aggregate cash amount and/or NCC Common Stock that would otherwise be paid upon the conversion in the Merger may be adjusted based upon a pro rata selection process, such that the aggregate cash amount that would be paid upon the conversion in the Merger is equal or Company nearly equal (as determined by the Exchange Agent) to the Total Cash Amount. The exact amount of NCC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind and the cash and/or consideration received by each holder of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. Shares of Company RBF Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal StatutesAgreement, or therefore, may vary based upon the adjustment (if a court any) set forth in Section 3.1 of competent jurisdiction shall determine that such holder is the Agreement. NCC will not entitled to the relief provided by the Appraisal Statutesissue fractional shares, such shares and holders of Company RBF Common Stock shall be treated as if they had been converted as of the Effective Time into the right to will receive the Merger Consideration in accordance with Section 1.5(a). At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (rounded down to the nearest whole number), and (iii) the per share exercise price under each such Company Option shall be adjusted to equal the quotient of (x) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio (round up to the nearest whole cent). It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Code, as to any stock option which is an “incentive stock option”their fractional shares. LAW