Exhibit 2.1
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF
MERGER
THIS AMENDMENT NO. 1
(the “Amendment”) to the
AGREEMENT AND PLAN OF MERGER dated as of August 15,
2006 (the “Merger Agreement”; capitalized terms used
but not specifically defined herein shall have the meanings
ascribed to such terms in the Merger Agreement), among ISLANDS
BANCORP (“Target”), a corporation organized and
existing under the laws of the State of South Carolina, and
ISLANDS COMMUNITY BANK, N.A. (“Target Bank”), a
national banking association, on the one hand, and AMERIS
BANCORP (“Purchaser”), a corporation organized and
existing under the laws of the State of Georgia, and AMERIS
BANK (f/k/a American Banking Company) (“Purchaser
Bank”), a Georgia state-chartered bank, on the other hand, is
made as of the 19th day of December, 2006 by and among the
Parties.
WITNESSETH
:
WHEREAS , the Parties desire to amend the Merger
Agreement in the manner set forth herein;
NOW, THEREFORE
, in consideration of the foregoing
and the representations, warranties, covenants and agreements set
forth herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby
agree as follows:
SECTION 1. Amendment to
Section 3.1(c) of the Merger Agreement .
The penultimate sentence of
Section 3.1(c) of the Merger Agreement is hereby amended by
deleting the text of such sentence in its entirety and substituting
the following in lieu thereof:
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