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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, 20
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