EXHIBIT 2.2
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
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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.
W I T N E S S E T H:
- - - - - - - - - -
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
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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:
"A
Form of Election must be received by the
Exchange Agent no later
than
by the close of business on January 19, 2
