Common use of REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 11.1 Corporate Existence and Authority 33 11.2 Third Party Consent 33 11.3 Execution and Enforceability 33 11.4 Compliance with Law 33 11.5 Insured or Guaranteed Loans 33 11.6 Representations Remain True 34 11.7 No Reliance; Independent Advice 34 ARTICLE XII INDEMNIFICATION 34 12.1 Indemnification of Indemnitees 34 12.2 Conditions Precedent to Indemnification 37 12.3 No Additional Warranty 37 12.4 Indemnification of Receiver and Corporation 38 12.5 Obligations Supplemental 38 12.6 Criminal Claims 38 12.7 Limited Guaranty of the Corporation 38 12.8 Subrogation 39 ARTICLE XIII. MISCELLANEOUS 39 13.1 Expenses 39 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 13.8 Counterparts 40 13.9 Governing Law 40 13.10 Successors 41 13.11 Modification 41 13.12 Manner of Payment 41 13.13 Waiver 41 13.14 Severability 41 13.15 Term of Agreement 41 13.16 Survival of Covenants, Etc. 41 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 Excluded Securities Schedule 3.5(1) 47 Data Retention Catalog Schedule 6.3 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 Affidavit of Mailing Exhibit 2.3B 54 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 Interim Asset Servicing Arrangement Exhibit 4.13 57 Single Family Shared-Loss Agreement Exhibit 4.15A 60 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th day of May, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BANK, COCOA BEACH, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION organized under the laws of the United States of America, and having its principal place of business in Miami, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 11.1 36 11.1. Corporate Existence and Authority 33 11.2 36 11.2. Third Party Consent 33 11.3 Consents 36 11.3. Execution and Enforceability 33 11.4 36 11.4. Compliance with Law 33 11.5 36 11.5. Insured or Guaranteed Loans 33 11.6 37 11.6. Representations Remain True 34 11.7 37 11.7. No Reliance; Independent Advice 34 37 ARTICLE XII XII. INDEMNIFICATION 34 12.1 37 12.1. Indemnification of Indemnitees 34 12.2 37 12.2. Conditions Precedent to Indemnification 37 12.3 40 12.3. No Additional Warranty 37 12.4 41 12.4. Indemnification of Receiver and Corporation 38 12.5 41 12.5. Obligations Supplemental 38 12.6 42 12.6. Criminal Claims 38 12.7 42 12.7. Limited Guaranty of the Corporation 38 12.8 42 12.8. Subrogation 39 43 ARTICLE XIII. MISCELLANEOUS 39 13.1 Expenses 39 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 43 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Sunshine State Community Bank Version 3.01 3.0 — Purchase and Assumption Agreement Cocoa BeachPort Orange, FL Florida December 8, 2010 13.8 i 13.1. Expenses 43 13.2. Waiver of Jury Trial 43 13.3. Consent; Determination or Discretion 43 13.4. Rights Cumulative 43 13.5. References 43 13.6. Notice 44 13.7. Entire Agreement 45 13.8. Counterparts 40 13.9 45 13.9. Governing Law 40 13.10 45 13.10. Successors 41 13.11 45 13.11. Modification 41 13.12 45 13.12. Manner of Payment 41 13.13 45 13.13. Waiver 41 13.14 45 13.14. Severability 41 13.15 46 13.15. Term of Agreement 41 13.16 46 13.16. Survival of Covenants, Etc. 41 46 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 46 Purchase Price of Assets or any other assets Schedule 3.2 45 47 Excluded Securities Schedule 3.5(13.5(l) 47 49 Data Retention Catalog Schedule 6.3 48 50 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 52 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 54 Affidavit of Mailing Exhibit 2.3B 54 56 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 57 Interim Asset Servicing Arrangement Exhibit 4.13 57 Single Family Shared-Loss Agreement Exhibit 4.15A 60 Commercial Shared-Loss Agreement Exhibit 4.15B 80 59 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Sunshine State Community Bank Version 3.01 3.0 — Purchase and Assumption Agreement Cocoa BeachPort Orange, FL Florida December 8, 2010 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 11th day of MayFebruary, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL SUNSHINE STATE COMMUNITY BANK, COCOA BEACHPORT ORANGE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in Miami, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 34 11.1 Corporate Existence and Authority 33 34 11.2 Third Party Consent 33 34 11.3 Execution and Enforceability 33 34 11.4 Compliance with Law 33 34 11.5 Insured or Guaranteed Loans 33 35 11.6 Representations Remain True 34 35 11.7 No Reliance; Independent Advice 34 35 ARTICLE XII INDEMNIFICATION 34 36 12.1 Indemnification of Indemnitees 34 36 12.2 Conditions Precedent to Indemnification 37 38 12.3 No Additional Warranty 37 39 12.4 Indemnification of Receiver and Corporation 38 39 12.5 Obligations Supplemental 38 40 12.6 Criminal Claims 38 40 12.7 Limited Guaranty of the Corporation 38 40 12.8 Subrogation 39 ARTICLE XIII. MISCELLANEOUS 39 13.1 Expenses 39 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 Module 1 — Fixed Price Whole Bank w/ Optional Shared Loss Agreements Coastal ii Old Harbor Bank Version 3.01 — Purchase and Assumption 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, Florida July 15, 2011 ARTICLE XIII. MISCELLANEOUS 41 13.1 Expenses 41 13.2 Waiver of Jury Trial 41 13.3 Consent; Determination or Discretion 41 13.4 Rights Cumulative 41 13.5 References 41 13.6 Notice 41 13.7 Entire Agreement Cocoa Beach, FL December 8, 2010 42 13.8 Counterparts 40 42 13.9 Governing Law 40 42 13.10 Successors 41 43 13.11 Modification 41 43 13.12 Manner of Payment 41 43 13.13 Waiver 41 43 13.14 Severability 41 43 13.15 Term of Agreement 41 43 13.16 Survival of Covenants, Etc. 41 Etc 44 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 46 Purchase Price of Assets or any other assets Schedule 3.2 45 47 Excluded Securities Schedule 3.5(13.5(l) 47 49 Data Retention Catalog Schedule 6.3 48 50 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 52 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 54 Affidavit of Mailing Exhibit 2.3B 54 56 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 57 Interim Asset Servicing Arrangement Exhibit 4.13 57 59 Single Family Shared-Loss Agreement Exhibit 4.15A 60 63 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — Fixed Price Whole Bank w/ Optional Shared Loss Agreements Coastal ii Old Harbor Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, FL December 8Florida July 15, 2010 2011 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 21st day of MayOctober, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL OLD HARBOR BANK, COCOA BEACHCLEARWATER, FLORIDA (the “Receiver”), PREMIER AMERICAN 1ST UNITED BANK, NATIONAL ASSOCIATION organized under the laws of the United States State of AmericaFlorida, and having its principal place of business in MiamiBOCA RATON, Florida FL (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 11.1 34 11.1. Corporate Existence and Authority 33 11.2 34 11.2. Third Party Consent 33 11.3 Consents 35 11.3. Execution and Enforceability 33 11.4 35 11.4. Compliance with Law 33 11.5 35 11.5. Insured or Guaranteed Loans 33 11.6 35 11.6. Representations Remain True 34 11.7 35 11.7. No Reliance; Independent Advice 34 36 ARTICLE XII XII. INDEMNIFICATION 34 12.1 36 12.1. Indemnification of Indemnitees 34 12.2 36 12.2. Conditions Precedent to Indemnification 37 12.3 39 12.3. No Additional Warranty 37 12.4 40 12.4. Indemnification of Receiver and Corporation 38 12.5 40 12.5. Obligations Supplemental 38 12.6 40 12.6. Criminal Claims 38 12.7 41 12.7. Limited Guaranty of the Corporation 38 12.8 41 12.8. Subrogation 39 41 ARTICLE XIII. MISCELLANEOUS 39 13.1 41 13.1. Costs, Fees, and Expenses 39 13.2 Waiver of Jury Trial 39 13.3 41 13.2. WAIVER OF JURY TRIAL 41 13.3. Consent; Determination or Discretion 39 13.4 42 13.4. Rights Cumulative 39 13.5 42 13.5. References 39 13.6 42 13.6. Notice 40 13.7 42 13.7. Entire Agreement 40 43 13.8. Counterparts 43 13.9. GOVERNING LAW 43 Module 1 — – Whole Bank w/ w/Optional Shared Loss Agreements Coastal i Virginia Business Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, FL December 8Virginia April 27, 2010 13.8 Counterparts 40 13.9 Governing Law 40 13.10 2011 13.10. Successors 41 13.11 43 13.11. Modification 41 13.12 44 13.12. Manner of Payment 41 13.13 44 13.13. Waiver 41 13.14 44 13.14. Severability 41 13.15 44 13.15. Term of Agreement 41 13.16 44 13.16. Survival of Covenants, Etc. 41 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 Excluded Securities Schedule 3.5(1) 47 Data Retention Catalog Schedule 6.3 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 46 Affidavit of Mailing Exhibit 2.3B 54 48 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 49 Interim Asset Servicing Arrangement Exhibit 4.13 57 Single Family Shared-Loss Agreement Exhibit 4.15A 60 Commercial Shared-Loss Agreement Exhibit 4.15B 80 51 Module 1 — – Whole Bank w/ Optional Shared Loss Agreements Coastal ii Virginia Business Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, FL December 8Virginia April 27, 2010 2011 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 29th day of MayJuly, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL VIRGINIA BUSINESS BANK, COCOA BEACHRICHMOND, FLORIDA VIRGINIA (the “Receiver”), PREMIER AMERICAN XENITH BANK, NATIONAL ASSOCIATION organized under the laws of the United States Commonwealth of AmericaVirginia, and having its principal place of business in MiamiRICHMOND, Florida VIRGINIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 35 11.1 Corporate Existence and Authority 33 35 11.2 Third Party Consent 33 35 11.3 Execution and Enforceability 33 35 11.4 Compliance with Law 33 35 11.5 Insured or Guaranteed Loans 33 36 11.6 Representations Remain True 34 36 11.7 No Reliance; Independent Advice 34 36 ARTICLE XII INDEMNIFICATION 34 36 12.1 Indemnification of Indemnitees 34 36 12.2 Conditions Precedent to Indemnification 37 39 12.3 No Additional Warranty 37 40 12.4 Indemnification of Receiver and Corporation 38 40 12.5 Obligations Supplemental 38 41 12.6 Criminal Claims 38 41 12.7 Limited Guaranty of the Corporation 38 41 12.8 Subrogation 39 41 ARTICLE XIII. MISCELLANEOUS 39 41 13.1 Expenses 39 41 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 42 Module 1 — – Whole Bank w/ Optional Shared Loss Agreements Coastal i First Guaranty Bank and Trust Company of Jacksonville Version 3.01 — Purchase and Assumption Agreement Cocoa Beach3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, FL December 87, 2010 2011 13.3 Consent; Determination or Discretion 42 13.4 Rights Cumulative 42 13.5 References 42 13.6 Notice 42 13.7 Entire Agreement 43 13.8 Counterparts 40 43 13.9 Governing Law 40 43 13.10 Successors 41 43 13.11 Modification 41 44 13.12 Manner of Payment 41 44 13.13 Waiver 41 44 13.14 Severability 41 44 13.15 Term of Agreement 41 44 13.16 Survival of Covenants, Etc. 41 Etc 44 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 46 Purchase Price of Assets or any other assets Schedule 3.2 45 47 Excluded Securities Schedule 3.5(13.5(l) 47 49 Data Retention Catalog Schedule 6.3 48 50 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 52 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 73 Affidavit of Mailing Exhibit 2.3B 54 75 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 76 Interim Asset Servicing Arrangement Exhibit 4.13 57 78 Single Family Shared-Loss Agreement Exhibit 4.15A 60 82 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — – Whole Bank w/ Optional Shared Loss Agreements Coastal ii First Guaranty Bank and Trust Company of Jacksonville Version 3.01 — Purchase and Assumption Agreement Cocoa Beach3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, FL December 87, 2010 2011 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 27th day of MayJanuary, 20112012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BANKFIRST GUARANTY BANK AND TRUST COMPANY OF JACKSONVILLE, COCOA BEACHJACKSONVILLE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANKCENTERSTATE BANK OF FLORIDA, NATIONAL ASSOCIATION N.A., organized under the laws of the United States of America, and having its principal place of business in MiamiWINTER HAVEN, Florida FLORIDA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 11.1 37 11.1. Corporate Existence and Authority 33 11.2 37 11.2. Third Party Consent 33 11.3 Consents 37 11.3. Execution and Enforceability 33 11.4 37 11.4. Compliance with Law 33 11.5 37 11.5. Insured or Guaranteed Loans 33 11.6 38 11.6. Representations Remain True 34 11.7 38 11.7. No Reliance; Independent Advice 34 38 ARTICLE XII XII. INDEMNIFICATION 34 12.1 38 12.1. Indemnification of Indemnitees 34 12.2 38 12.2. Conditions Precedent to Indemnification 37 12.3 41 12.3. No Additional Warranty 37 12.4 42 12.4. Indemnification of Receiver and Corporation 38 12.5 42 12.5. Obligations Supplemental 38 12.6 43 12.6. Criminal Claims 38 12.7 43 12.7. Limited Guaranty of the Corporation 38 12.8 43 12.8. Subrogation 39 43 ARTICLE XIII. MISCELLANEOUS 39 13.1 44 13.1. Costs, Fees, and Expenses 39 13.2 Waiver of Jury Trial 39 13.3 44 13.2. WAIVER OF JURY TRIAL 44 13.3. Consent; Determination or Discretion 39 13.4 44 13.4. Rights Cumulative 39 13.5 44 13.5. References 39 13.6 44 13.6. Notice 40 13.7 44 13.7. Entire Agreement 40 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 13.8 45 13.8. Counterparts 40 13.9 Governing Law 40 13.10 45 13.9. GOVERNING LAW 45 13.10. Successors 41 13.11 46 13.11. Modification 41 13.12 46 13.12. Manner of Payment 41 13.13 46 13.13. Waiver 41 13.14 46 13.14. Severability 41 13.15 46 13.15. Term of Agreement 41 13.16 46 13.16. Survival of Covenants, Etc. 41 47 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 49 Purchase Price of Assets or any other assets Schedule 3.2 45 50 Excluded Securities Schedule 3.5(1) 47 52 Data Retention Catalog Schedule 6.3 48 53 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 55 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 57 Affidavit of Mailing Exhibit 2.3B 54 59 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 60 Interim Asset Servicing Arrangement Exhibit 4.13 57 Single Family Shared-Loss Agreement Exhibit 4.15A 60 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 62 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th day of May, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BANK, COCOA BEACH, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION organized under the laws of the United States of America, and having its principal place of business in Miami, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 35 11.1 Corporate Existence and Authority 33 35 11.2 Third Party Consent 33 35 11.3 Execution and Enforceability 33 35 11.4 Compliance with Law 33 35 11.5 Insured or Guaranteed Loans 33 36 11.6 Representations Remain True 34 36 11.7 No Reliance; Independent Advice 34 36 ARTICLE XII INDEMNIFICATION 34 36 12.1 Indemnification of Indemnitees 34 36 12.2 Conditions Precedent to Indemnification 37 39 12.3 No Additional Warranty 37 40 12.4 Indemnification of Receiver and Corporation 38 40 12.5 Obligations Supplemental 38 41 12.6 Criminal Claims 38 41 12.7 Limited Guaranty of the Corporation 38 41 12.8 Subrogation 39 41 ARTICLE XIII. MISCELLANEOUS 39 41 13.1 Expenses 39 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 Module 1 — 41 Whole Bank w/ Optional Shared Loss Agreements Coastal Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 i Security Exchange Bank Version 3.01 — Purchase and Assumption Marietta, Georgia 13.2 Waiver of Jury Trial 41 13.3 Consent; Determination or Discretion 42 13.4 Rights Cumulative 42 13.5 References 42 13.6 Notice 42 13.7 Entire Agreement Cocoa Beach, FL December 8, 2010 43 13.8 Counterparts 40 43 13.9 Governing Law 40 43 13.10 Successors 41 43 13.11 Modification 41 43 13.12 Manner of Payment 41 43 13.13 Waiver 41 44 13.14 Severability 41 44 13.15 Term of Agreement 41 44 13.16 Survival of Covenants, Etc. 41 Etc 44 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 46 Purchase Price of Assets or any other assets Schedule 3.2 45 47 Excluded Securities Schedule 3.5(13.5(l) 47 49 Data Retention Catalog Schedule 6.3 48 50 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 52 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 54 Affidavit of Mailing Exhibit 2.3B 54 56 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 57 Interim Asset Servicing Arrangement Exhibit 4.13 57 59 Single Family Shared-Loss Agreement – NONE/INTENTIONALLY OMITTED - Exhibit 4.15A 60 SF-1 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — C Whole Bank w/ Optional Shared Loss Agreements Coastal Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 ii Security Exchange Bank Version 3.01 — Purchase and Assumption Agreement Cocoa BeachMarietta, FL December 8, 2010 Georgia PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 15th day of MayJune, 20112012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL SECURITY EXCHANGE BANK, COCOA BEACHMARIETTA, FLORIDA GEORGIA (the “Receiver”), PREMIER AMERICAN FIDELITY BANK, NATIONAL ASSOCIATION organized under the laws of the United States State of America, Georgia and having its principal place of business in MiamiATLANTA, Florida GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 36 11.1 Corporate Existence and Authority 33 36 11.2 Third Party Consent 33 36 11.3 Execution and Enforceability 33 36 11.4 Compliance with Law 33 36 11.5 Insured or Guaranteed Loans 33 37 11.6 Representations Remain True 34 37 11.7 No Reliance; Independent Advice 34 37 ARTICLE XII INDEMNIFICATION 34 37 12.1 Indemnification of Indemnitees 34 37 12.2 Conditions Precedent to Indemnification 37 40 12.3 No Additional Warranty 37 41 12.4 Indemnification of Receiver and Corporation 38 41 12.5 Obligations Supplemental 38 41 12.6 Criminal Claims 38 42 12.7 Limited Guaranty of the Corporation 38 42 12.8 Subrogation 39 42 ARTICLE XIII. MISCELLANEOUS 39 42 13.1 Expenses 39 42 13.2 Waiver of Jury Trial 39 42 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 Module 1 — 43 Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — BankVersion 7.2 – Purchase and Assumption Agreement Cocoa Beachi The Bank of GeorgiaPeachtree City, FL December 8, 2010 Georgia 13.4 Rights Cumulative 43 13.5 References 43 13.6 Notice 43 13.7 Entire Agreement 44 13.8 Counterparts 40 44 13.9 Governing Law 40 44 13.10 Successors 41 44 13.11 Modification 41 45 13.12 Manner of Payment 41 45 13.13 Waiver 41 45 13.14 Severability 41 45 13.15 Term of Agreement 41 45 13.16 Survival of Covenants, Etc. 41 45 13.17 Right of Receiver or Corporation to Audit 45 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 47 Purchase Price of Acquired Assets or any other assets Schedule 3.2 45 48 Excluded Securities Schedule 3.5(1) 47 50 Excluded Other Real Estate and Excluded Other Real Estate Subsidiaries Schedule 3.5(m) 51 Bank Premises in Underserved Areas Schedule 4.1(b) 53 Data Retention Catalog Schedule 6.3 48 54 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 56 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 58 Affidavit of Mailing Exhibit 2.3B 54 60 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 61 Interim Asset Servicing Arrangement Exhibit 4.13 57 Single Family Shared-Loss Agreement Exhibit 4.15A 60 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — 63 Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — BankVersion 7.2 – Purchase and Assumption Agreement Cocoa Beachii The Bank of GeorgiaPeachtree City, FL December 8, 2010 Georgia PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 2nd day of MayOctober, 20112015, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BANKTXX XXXX XX XXXXXXX, COCOA BEACHXXXXXXXXX XXXX, FLORIDA XXXXXXX (the “Receiver”), PREMIER AMERICAN FIDELITY BANK, NATIONAL ASSOCIATION organized under the laws of the United States State of AmericaGeorgia, and having its principal place of business in MiamiNorcross, Florida Georgia (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 34 11.1 Corporate Existence and Authority 33 34 11.2 Third Party Consent 33 34 11.3 Execution and Enforceability 33 35 11.4 Compliance with Law 33 35 11.5 Insured or Guaranteed Loans 33 35 11.6 Representations Remain True 34 35 11.7 No Reliance; Independent Advice 34 36 ARTICLE XII INDEMNIFICATION 34 36 12.1 Indemnification of Indemnitees 34 36 12.2 Conditions Precedent to Indemnification 37 38 12.3 No Additional Warranty 37 39 12.4 Indemnification of Receiver and Corporation 38 39 12.5 Obligations Supplemental 38 40 12.6 Criminal Claims 38 40 12.7 Limited Guaranty of the Corporation 38 40 12.8 Subrogation 39 41 ARTICLE XIII. MISCELLANEOUS 39 41 13.1 Expenses 39 41 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 41 Module 1 — – Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Blue Ridge Savings Bank, Inc. Version 3.01 — 3.2 – Purchase and Assumption Agreement Cocoa Beachi Asheville, FL December 8North Carolina July 15, 2010 2011 13.3 Consent; Determination or Discretion 41 13.4 Rights Cumulative 41 13.5 References 41 13.6 Notice 41 13.7 Entire Agreement 42 13.8 Counterparts 40 42 13.9 Governing Law 40 42 13.10 Successors 41 43 13.11 Modification 41 43 13.12 Manner of Payment 41 43 13.13 Waiver 41 43 13.14 Severability 41 43 13.15 Term of Agreement 41 43 13.16 Survival of Covenants, Etc. 41 Etc 44 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 46 Purchase Price of Assets or any other assets Schedule 3.2 45 47 Excluded Securities Schedule 3.5(13.5(l) 47 49 Data Retention Catalog Schedule 6.3 48 50 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 52 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 54 Affidavit of Mailing Exhibit 2.3B 54 56 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 57 Interim Asset Servicing Arrangement Exhibit 4.13 57 59 Single Family Shared-Loss Agreement Exhibit 4.15A 60 4.1 5A 63 Commercial Shared-Loss Agreement Exhibit 4.15B 80 4.1 5B 77 Module 1 — – Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Blue Ridge Savings Bank, Inc. Version 3.01 — 3.2 – Purchase and Assumption Agreement Cocoa Beachii Asheville, FL December 8North Carolina July 15, 2010 2011 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 14th day of MayOctober, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BLUE RIDGE SAVINGS BANK, COCOA BEACHINC., FLORIDA ASHEVILLE, NORTH CAROLINA (the “Receiver”), PREMIER AMERICAN BANKBANK OF NORTH CAROLINA, NATIONAL ASSOCIATION organized under the laws of the United States State of AmericaNorth Carolina, and having its principal place of business in MiamiTHOMASVILLE, Florida NORTH CAROLINA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 11.1 Corporate Existence and Authority 33 32 11.2 Third Party Consent 33 11.3 Execution and Enforceability 33 11.4 Compliance with Law 33 11.5 Insured or Guaranteed Loans 33 11.6 Representations Remain True 34 33 11.7 No Reliance; Independent Advice 34 ARTICLE XII INDEMNIFICATION 34 12.1 Indemnification of Indemnitees 34 12.2 Conditions Precedent to Indemnification 37 12.3 No Additional Warranty 37 12.4 Indemnification of Receiver and Corporation 38 37 12.5 Obligations Supplemental 38 12.6 Criminal Claims 38 12.7 Limited Guaranty of the Corporation 38 12.8 Subrogation 39 ARTICLE XIII. MISCELLANEOUS 39 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements i High Trust Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Stockbridge, Georgia April 27, 2011 Table of Contents 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 39 13.7 Entire Agreement 40 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 13.8 Counterparts 40 13.9 Governing Law 40 41 13.10 Successors 41 13.11 Modification 41 13.12 Manner of Payment 41 13.13 Waiver 41 13.14 Severability 41 13.15 Term of Agreement 41 13.16 Survival of Covenants, Etc. 41 42 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 Excluded Securities Schedule 3.5(13.5(l) 47 Data Retention Catalog Schedule 6.3 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 51 Affidavit of Mailing Exhibit 2.3B 54 53 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 54 Interim Asset Servicing Arrangement Exhibit 4.13 57 56 Single Family Shared-Loss Agreement Exhibit 4.15A 60 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — – Whole Bank w/ Optional Shared Loss Agreements Coastal ii High Trust Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Stockbridge, FL December 8Georgia April 27, 2010 2011 Table of Contents PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 15th day of MayJuly, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL HIGH TRUST BANK, COCOA BEACHSTOCKBRIDGE, FLORIDA GEORIGA (the “Receiver”), PREMIER AMERICAN AMERIS BANK, NATIONAL ASSOCIATION organized under the laws of the United States State of AmericaGeorgia, and having its principal place of business in MiamiMoultrie, Florida Georgia (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32 35 11.1 Corporate Existence and Authority 33 35 11.2 Third Party Consent 33 36 11.3 Execution and Enforceability 33 36 11.4 Compliance with Law 33 36 11.5 Insured or Guaranteed Loans 33 36 11.6 Representations Remain True 34 36 11.7 No Reliance; Independent Advice 34 37 ARTICLE XII INDEMNIFICATION 34 37 12.1 Indemnification of Indemnitees 34 37 12.2 Conditions Precedent to Indemnification 37 40 12.3 No Additional Warranty 37 40 12.4 Indemnification of Receiver and Corporation 38 41 12.5 Obligations Supplemental 38 41 12.6 Criminal Claims 38 41 12.7 Limited Guaranty of the Corporation 38 41 12.8 Subrogation 39 42 ARTICLE XIII. MISCELLANEOUS 39 42 13.1 Expenses 39 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 39 13.5 References 39 13.6 Notice 40 13.7 Entire Agreement 40 Module 1 — 42 Whole Bank w/ Optional Shared Loss Agreements Coastal Heritage Bank of Florida Version 3.01 — Purchase and Assumption 4.4 – PURCHASE AND ASSUMPTION AGREEMENT Lutz, Florida September 19, 2012 13.2 Waiver of Jury Trial 42 13.3 Consent; Determination or Discretion 42 13.4 Rights Cumulative 42 13.5 References 42 13.6 Notice 43 13.7 Entire Agreement Cocoa Beach, FL December 8, 2010 43 13.8 Counterparts 40 44 13.9 Governing Law 40 44 13.10 Successors 41 44 13.11 Modification 41 44 13.12 Manner of Payment 41 44 13.13 Waiver 41 44 13.14 Severability 41 44 13.15 Term of Agreement 41 44 13.16 Survival of Covenants, Etc. 41 45 SCHEDULES Page Excluded Deposit Liability Accounts Schedule 2.1(a) 44 47 Purchase Price of Assets or any other assets Schedule 3.2 45 48 Excluded Securities Schedule 3.5(13.5(l) 47 50 Excluded Assets Schedule 3.5(m) 51 Data Retention Catalog Schedule 6.3 48 52 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 54 EXHIBITS Page Final Legal Notice Exhibit 2.3A 52 58 Affidavit of Mailing Exhibit 2.3B 54 60 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 55 61 Interim Asset Servicing Arrangement Exhibit 4.13 57 63 Single Family Shared-Loss Agreement Exhibit 4.15A 60 67 Commercial Shared-Loss Agreement Exhibit 4.15B 80 Module 1 — 68 Whole Bank w/ Optional Shared Loss Agreements Coastal Heritage Bank of Florida Version 3.01 — Purchase and Assumption Agreement Cocoa Beach4.4 –PURCHASE AND ASSUMPTION AGREEMENT Lutz, FL December 8Florida September 19, 2010 2012 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 6th 2nd day of MayNovember, 20112012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BANKHERITAGE BANK OF FLORIDA, COCOA BEACHLUTZ, FLORIDA (the “Receiver”), PREMIER AMERICAN CENTENNIAL BANK, NATIONAL ASSOCIATION organized under the laws of the United States State of AmericaArkansas, and having its principal place of business in MiamiConway, Florida Arkansas (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).