0000743367-08-000064 Sample Contracts

MERCHANT PORTFOLIO PURCHASE AGREEMENT
Merchant Portfolio Purchase Agreement • November 10th, 2008 • Bar Harbor Bankshares • State commercial banks • New York

This MERCHANT PORTFOLIO PURCHASE AGREEMENT (the "Agreement") is made and entered into as of this 30th day of September, 2008 (the "Effective Date") by and among BAR HARBOR BANK & TRUST, a Maine financial institution ("Transferor"), TRANSFIRST, LLC, a Delaware limited liability company ("TransFirst"), and COLUMBUS BANK AND TRUST COMPANY, a Georgia state banking corporation ("Transferee" and collectively with TransFirst, the "Buyer Parties").

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PORTFOLIO ASSIGNMENT AND ASSUMPTION AGREEMENT
Portfolio Assignment and Assumption Agreement • November 10th, 2008 • Bar Harbor Bankshares • State commercial banks • New York

This PORTFOLIO ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made and entered into as of this 1st day of November, 2008 by and among BAR HARBOR BANK & TRUST, a Maine financial institution with offices located at 82 Main Street, Bar Harbor, Maine 04468 ("Transferor"), TransFirst, LLC, a Delaware limited liability company ("TransFirst"), and COLUMBUS BANK AND TRUST COMPANY, a Georgia state banking corporation with offices at 1125 First Avenue, 2nd Floor Uptown Center, Columbus, GA 31901 ("Transferee") (TransFirst and Transferee collectively referred to as the "Buyer Parties").

REFERRAL AND SALES REPRESENTATIVE AGREEMENT
Referral and Sales Representative Agreement • November 10th, 2008 • Bar Harbor Bankshares • State commercial banks • New York

This Referral and Sales Representative Agreement (this "Agreement") is made and entered into this 30th day of September 2008 and is effective as of the Effective Date, as defined below, by and between TransFirst, LLC, a Delaware limited liability company ("TransFirst"), and Bar Harbor Bank & Trust, a financial institution organized under the laws of Maine ("Financial Institution"), as follows:

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