Atlantic Bancgroup Inc Sample Contracts

Atlantic Bancgroup Inc – Jacksonville Bancorp, Inc. and Atlantic BancGroup, Inc. Announce Revised Merger Agreement and Stock Purchase Agreement Terms (September 21st, 2010)

JACKSONVILLE, Fla., September 20 -- Jacksonville Bancorp, Inc. (Nasdaq: JAXB) ("JAXB"), the bank holding company for The Jacksonville Bank, and Atlantic BancGroup, Inc. (Nasdaq: ATBC) ("ATBC"), the bank holding company for Oceanside Bank, today announced an amendment to their previously announced merger agreement. JAXB also announced an amendment to its previously announced stock purchase agreement with four investors led by CapGen Capital Group IV LP ("CapGen"). The amount of capital to be raised under the stock purchase agreement has been increased from $30 million to $35 million and the purchase price per share has been reduced from $10 to $9. As a result, JAXB intends to issue 3,888,889 shares to the four private investors.

Atlantic Bancgroup Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (September 21st, 2010)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is made and entered into as of the 20th day of September, 2010 by and between Jacksonville Bancorp, Inc. (“JBI”), a corporation organized and existing under the laws of the State of Florida with its principal office located in Jacksonville, Florida and Atlantic BancGroup, Inc. (“ABI”), a corporation organized and existing under the laws of the State of Florida with its principal office located in Jacksonville Beach, Florida.

Atlantic Bancgroup Inc – STOCKHOLDERS AGREEMENT (May 14th, 2010)

This STOCKHOLDERS AGREEMENT, dated as of May 10, 2010 (this “Agreement”), is entered into by and among Jacksonville Bancorp, Inc., a Florida corporation (“JBI”), Atlantic BancGroup, Inc., a Florida corporation (“ABI”), and each of the stockholders of ABI, whose names appear on the signature pages hereto (each a “Stockholder,” and together, the “Stockholders”). Capitalized terms not otherwise defined in this Agreement shall have meanings given to such terms in the Merger Agreement.

Atlantic Bancgroup Inc – AGREEMENT AND PLAN OF MERGER by and between JACKSONVILLE BANCORP, INC. and ATLANTIC BANCGROUP, INC. Dated as of May 10, 2010 (May 14th, 2010)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 10, 2010, by and between Jacksonville Bancorp, Inc. (“JBI”), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Jacksonville, Florida, and Atlantic BancGroup, Inc. (“ABI”), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Jacksonville Beach, Florida.

Atlantic Bancgroup Inc – Jacksonville Bancorp, Inc. and Atlantic BancGroup, Inc. Announce Merger Agreement (May 10th, 2010)

JACKSONVILLE, Fla., May 10 /PRNewswire – First Call/ -- Jacksonville Bancorp, Inc. (Nasdaq: JAXB) ("JAXB"), the bank holding company for The Jacksonville Bank, and Atlantic BancGroup, Inc. (Nasdaq: ATBC) ("ATBC"), the bank holding company for Oceanside Bank, today announced the signing of a definitive merger agreement providing for the merger of ATBC into JAXB. The merger agreement also contemplates the consolidation of Oceanside Bank into The Jacksonville Bank. Additionally, JAXB announced the signing of a stock purchase agreement with four private investors led by CapGen Capital Group IV LP ("CapGen") providing for $30 million in new capital through the sale of newly issued shares of JAXB common stock subject to completion of the mergers. The transactions have been approved by the Boards of Directors of each company and are subject to regulatory approval, shareholders' approvals, and other customary conditions. JAXB and ATBC expect to close the transaction in late third quarter of 20

Atlantic Bancgroup Inc – UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. (March 31st, 2010)

WHEREAS, Atlantic BancGroup, Inc., Jacksonville Beach, Florida ("Atlantic"), a registered bank holding company, owns and controls Oceanside Bank, Jacksonville Beach, Florida ("Bank" ), a stale chartered nonmember bank, and a nonbank subsidiary;

Atlantic Bancgroup Inc – FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. (January 13th, 2010)

) In the Matter of ) ) STIPULATION TO OCEANSIDE BANK ) THE ISSUANCE OF JACKSONVILLE BEACH, FLORIDA ) A CONSENT ORDER ) ) FDIC-09-037b (Insured State Nonmember Bank) ) )

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. Responds to Oceanside Bank Consent Order (January 13th, 2010)

Jacksonville Beach, Florida, January 13, 2010 - Atlantic BancGroup, Inc., the parent company of Oceanside Bank (the “Bank”), with four locations in the Jacksonville Beaches and East Jacksonville, announced today that the Bank has agreed to the entry of a Consent Order at the request of the Federal Deposit Insurance Corporation (“FDIC”) and the Florida Office of Financial Regulation (“OFR”).

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (November 16th, 2009)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announced today its third quarter 2009 results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (August 7th, 2009)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces second quarter 2009 results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (May 14th, 2009)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announced today its first quarter 2009 results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (January 30th, 2008)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces year-end 2007 results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (January 23rd, 2008)

Atlantic BancGroup, Inc. (Nasdaq: ATBC), announced today that Jimmy Dubberly, was appointed as Director Emeritus of both Atlantic BancGroup, Inc. and its subsidiary, Oceanside Bank. Mr. Dubberly was a founding director of both Atlantic BancGroup and Oceanside Bank.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (July 19th, 2007)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces second quarter 2007 financial results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (May 1st, 2007)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces first quarter 2007 financial results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (January 26th, 2007)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces year-end 2006 results.

Atlantic Bancgroup Inc – CHANGE OF CONTROL AGREEMENT (November 14th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this 21st day of November 2002, by and among ATLANTIC BANCGROUP, INC. (“Company”), OCEANSIDE BANK (“Bank”) and David L. Young (“Executive”). The Bank and the Company are collectively referred to herein as the “Employer.”

Atlantic Bancgroup Inc – CHANGE OF CONTROL AGREEMENT (November 14th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this 21st day of November 2002, by and among ATLANTIC BANCGROUP, INC. (“Company”), OCEANSIDE BANK (“Bank”) and Barry W. Chandler (“Executive”). The Bank and the Company are collectively referred to herein as the “Employer.”

Atlantic Bancgroup Inc – CHANGE OF CONTROL AGREEMENT (November 14th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this 21st day of November 2002, by and among ATLANTIC BANCGROUP, INC. (“Company”), OCEANSIDE BANK (“Bank”) and Grady R. Kearsey (“Executive”). The Bank and the Company are collectively referred to herein as the “Employer.”

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (November 2nd, 2006)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces third quarter 2006 financial results.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (August 2nd, 2006)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces second quarter 2006 financial results.

Atlantic Bancgroup Inc – PRESS RELEASE (May 3rd, 2006)

EXHIBIT 99.1 PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. (NASDAQ: ATBC), announces first quarter financial information. JACKSONVILLE BEACH, FLORIDA, May 3, 2006 Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces first quarter 2006 financial results. Atlantic BancGroup reports that it posted net income of $445,000 for the first quarter of 2006, compared to net income of $280,000 for the same period of 2005, an increase of $165,000 or 58.9%. Fully diluted earnings per share in the first quarter of 2006 were $.36, compared to $.22 for the same period of 2005. Consolidated total assets at March 31, 2006 reached $236.7 million, an increase of 24.5% over the period end March 31, 2005. Consolidated deposits and consolidated net loans grew 23.2% and 27.6%, respectively, o

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (February 3rd, 2006)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces year-end results.

Atlantic Bancgroup Inc – PRESS RELEASE (November 4th, 2005)

EXHIBIT 99.1 PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. announces third quarter financial information. JACKSONVILLE BEACH, FLORIDA, November 4, 2005 Atlantic BancGroup, Inc., symbol ATBC, the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces third quarter 2005 financial results. Atlantic BancGroup reports that it posted net income of $408,000 for the third quarter of 2005, compared to net income of $382,000 for the same period of 2004, an increase of $26,000 or 6.8%. Year-to-date net income through September 30, 2005 of $1,036,000, compared to $886,000 for the first nine months of 2004, represents an increase of $150,000, or 16.9%. Fully diluted earnings per share in the third quarter of 2005 were at $.33, compared to $.31 for the same period of 2004. Year-to-date September 30, 2005 fully dil

Atlantic Bancgroup Inc – PRESS RELEASE (August 1st, 2005)

PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. announces second quarter financial information. JACKSONVILLE BEACH, FLORIDA, August 1, 2005 Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces second quarter 2005 financial results. Atlantic BancGroup reports that it posted net income of $348,000 for the second quarter of 2005, compared to net income of $310,000 for the same period of 2004, an increase of $38,000 or 12.3%. Fully diluted earnings per share in the second quarter of 2005 were at $.28, compared to $.24 for the same period of 2004. Consolidated total assets at June 30, 2005 reached $202.1 million, an increase of 18.4% over the period end June 30, 2004. Consolidated deposits and consolidated net loans grew 19.7% and 28.5%, respectively, over the same period, with consolidated deposits at $158.2

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (May 5th, 2005)

Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces first quarter 2005 financial results.

Atlantic Bancgroup Inc – PRESS RELEASE (July 30th, 2004)

PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. announces second quarter financial information. JACKSONVILLE BEACH, FLORIDA, July 30, 2004 Atlantic BancGroup, Inc. (Nasdaq: ATBC), the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces second quarter 2004 financial results. Atlantic BancGroup, Inc. reports that it posted net income of $310,000 for the second quarter of 2004, an increase of $18,000 or 6% over the same period of 2003. Fully diluted earnings per share increased from $0.23 in the second quarter of 2003 to $0.24 for the second quarter of 2004. For the first six months of 2004, net income of $504,000 was recorded as compared with $490,000 for the same period in 2003, an increase of $14,000 or 3%. Fully diluted earnings per share increased from $0.39 for the first six months of 2003 to $0.40 for the six months ended June

Atlantic Bancgroup Inc – PRESS RELEASE (April 30th, 2004)

PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. announces first quarter financial information. JACKSONVILLE BEACH, FLORIDA, April 29, 2004 Atlantic BancGroup, Inc., the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces first quarter 2004 financial results. Atlantic BancGroup reports that it posted net income of $194,000 for the first quarter of 2004, compared to net income of $198,000 for the same period of 2003. The slight decrease is attributed primarily to start-up costs and opening expenses of the Bank's fourth location at 1790 Kernan Blvd. South in Jacksonville. Fully diluted earnings per share in the first quarter of 2004 remained at $.16, as was the case in the first quarter of 2003. Consolidated assets reflect 13% quarterly growth to $164,515,000, 16% growth in deposits to $131,550,000, and 7.8% growth in consolidated net l

Atlantic Bancgroup Inc – PRESS RELEASE (January 30th, 2004)

EXHIBIT 99.1 PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. announces year-end results. JACKSONVILLE BEACH, FLORIDA, January 29, 2004 Atlantic BancGroup, Inc. the parent company of Oceanside Bank, with four locations in the Jacksonville Beaches and East Jacksonville, Florida, announces year-end results. Atlantic BancGroup, Inc. reports that it posted net income of $318,000 for the fourth quarter of 2003, or $0.25 per fully diluted share. For the twelve months of 2003, net income of $987,000 was recorded as compared with $853,000 for the same period in 2002, an increase of $134,000 or 15.7%. Fully diluted earnings per share for the twelve months of 2003 totaled $0.79 as compared with $0.83 for the same period of 2002 (adjusted for the June 2003 20% stock dividend). During 2002 Atlantic BancGroup's shareholders exercised warrants, which increased

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release Atlantic BancGroup, Inc. announces third quarter results. (October 31st, 2003)

Atlantic BancGroup, Inc. the parent company of Oceanside Bank, with three locations in the Jacksonville Beaches and East Jacksonville, Florida, announces third quarter 2003 results. Atlantic BancGroup, Inc. reports that it posted net income of $179,000 for the third quarter of 2003, or $0.14 per fully diluted share. For the first nine months of 2003, net income of $669,000 was recorded as compared with $534,000 for the same period in 2002, an increase of $135,000 or 25.3%. Fully diluted earnings per share for the first nine months of 2003 totaled $0.54, as compared with $0.56 for the same period of 2002 (adjusted for the June 2003 20% stock dividend). During 2002 Atlantic BancGroup's shareholders exercised warrants that increased the number of common shares outstanding. Without the increase in common shares from the warrants exercised, the growth in earnngs per share would have been 25.0%.

Atlantic Bancgroup Inc – PRESS RELEASE For Immediate Release (July 25th, 2003)

Atlantic BancGroup, Inc. the parent company of Oceanside Bank, with three locations in the Jacksonville Beaches and East Jacksonville, Florida, announces second quarter financial results.

Atlantic Bancgroup Inc – GROUND LEASE (March 27th, 2003)

Shopping Center KERNAN VILLAGE Lease No. RTL GL00-003 Effective Date/ Premises Address Kernan Boulevard Lease Date August 22, 2002 GROUND LEASE THIS GROUND LEASE is made as of the date set forth above (the "Effective Date") between: PROPERTY MANAGEMENT SUPPORT, INC., a Florida corporation, as Trustee of KERNAN WEST LAND TRUST u/t/a dated November 13, 2001 One Sleiman Parkway Jacksonville, Florida 32216 Telephone (904) 731-8806, Fax (904) 731-1109 ("Landlord"), and OCEANSIDE BANK, INC., a Florida corporation 1315 South Third Street Jacksonville Beach, Florida 32250 Telephone (904) 247-9494 Fax No. (904) 247-9402 Taxpayer I.D. No. 58-2232148

Atlantic Bancgroup Inc – STANDARD SHOPPING CENTER LEASE (March 27th, 2001)

STANDARD SHOPPING CENTER LEASE THIS LEASE AGREEMENT (the "Lease") is made and entered into this 27th day of September, 2000 between MANT EQUITIES ,LLC (the "Landlord")and Oceanside Bank ("Tenant"). W I T N E S S E T H: - - - - - - - - - - FOR GOOD AND VALUABLE CONSIDERATIONS, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS AND FUNDAMENTAL PROVISIONS -------------------------------------- 1.1 Addresses Landlord: MANT EQUITIES, LLC Tenant: Oceanside Bank (see Section 9.1) 1356 Beach Blvd. 13799 Beach Boulevard. Jacksonville Beach, FL, 32250 Jacksonville, Fl. 32224 1.2 Lease Commencement Date: Date of Execution 1.3 Rent Commencement Date. One Year from Date of Completion of

Atlantic Bancgroup Inc – Software Maintenance Agreement (March 23rd, 2000)

EXHIBIT 10.2 File Solutions Software Maintenance Agreement This Agreement is entered into this 15th day of July, 1997, by and between SPARAK Financial Systems, inc. (Vendor) and OCEANSIDE BANK - JACKSONVILLE BEACH (Customer). WHEREAS, Customer has purchased a certain Software package (Software), more fully described in Software Schedule attached hereto, from Vendor or a Dealer of Vendor; and, WHEREAS, Vendor offers to provide maintenance and support of the Software and Customer desires to obtain such maintenance and support of the Software on the terms and conditions hereafter provided; Term This Agreement shall commence on the date indicated on the Software Schedule attached hereto and incorporated herein by reference and receipt of the Maintenance Fee (Fee) by Vendor. The initial term of this Agreement

Atlantic Bancgroup Inc – REMOTE DATA PROCESSING AGREEMENT (March 23rd, 2000)

EXHIBIT 10.3 REMOTE DATA PROCESSING AGREEMENT BANKERS DATA SERVICES, INC. This REMOTE DATA PROCESSING AGREEMENT made and entered into on by and between BANKERS DATA SERVICES, INC., (HEREAFTER "BDS"), located at 521 W. 11th Street, Alma, Georgia 31510, and OCEANSIDE BANK (hereafter "Customer") located at Jacksonville Beach, Florida 32240. In consideration of the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. TERM. This Agreement is for an initial period of two (2) years commencing upon installation of the system or the first day BDS receives work to process for Customer. Thereafter, this Agreement shall automatically renew for successive terms of one (1) year, unless and until either party shall give the other six month advance written notice of termination at the conclusion of the then-current term. This provi