This Agreement and Plan of Merger involves
Title: AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Governing Law: Georgia Date: 8/8/2016
Industry: Regional Banks Sector: Financial
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (this “ Amendment ”) is made and entered into as of this 27th day of April, 2016, by and between TIDELANDS BANCSHARES, INC. , a South Carolina corporation (“ Tidelands ”, and, unless the context otherwise requires, the term “Tidelands” shall include Tidelands and its wholly-owned subsidiary bank, TIDELANDS BANK, a South Carolina bank with its main office in Mount Pleasant, South Carolina (“ Tidelands Bank ”)), and UNITED COMMUNITY BANKS, INC. , a Georgia corporation (“ United ”), and amends that certain Agreement and Plan of Merger (the “ Agreement ”), dated as of April 4 th , 2016, between Tidelands, Tidelands Bank and United. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WHEREAS , Tidelands, Tidelands Bank and United are parties to the Agreement; and
WHEREAS , in order to clarify certain provisions of the Agreement, the parties desire to amend the Agreement as provided in Section 11.3 of the Agreement;
NOW, THEREFORE , in consideration of their mutual promises and obligations and intending to be legally bound hereby, the parties agree as follows:
1. Amendments to the Agreement .
(a) Section 2.11(a) of the Agreement shall be deleted in its entirety and replaced with the following:
“Following the Closing Date, United shall provide to employees of Tidelands who continue employment with United (“ Tidelands Continuing Employees ”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts, life insurance, and any other benefits provided to similarly-situated employees of United (collectively, “ Employee Benefits ”), on terms and conditions consistent in all material respects with those then currently provided by United to its other similarly-situated employees. For purposes of eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the provision of any such Employee Benefits by United to the