Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), will merge (the “Bank Merger”) with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent and reasonably acceptable to the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause Park Sterling Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of Park Sterling Bank, shall approve the Bank Merger Agreement; and the Company shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause Park Sterling Bank, and Parent shall cause Parent Bank, to execute such articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective Time, Park Sterling BankDNB First, National Association, a North Carolina-chartered commercial bank national banking association and a direct, wholly owned Subsidiary of the Company (“Park Sterling DNB Bank”), will merge (the “Bank Merger”) with and into South State S&T Bank, a South Carolina Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling DNB Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent and reasonably acceptable to in consultation with the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause Park Sterling DNB Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of Park Sterling DNB Bank, shall approve the Bank Merger Agreement; and the Company shall cause Park Sterling DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause Park Sterling DNB Bank, and Parent shall cause Parent Bank, to execute such articles certificates or statements of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, Park Sterling Savings Bank, a North CarolinaWashington state-chartered commercial bank and a direct, wholly wholly-owned Subsidiary of the Company (“Park Sterling Bank”)Sterling, will merge (the “Bank Merger”) with and into South State Umpqua Bank, a South Carolina banking corporation an Oregon state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Umpqua Bank, and, following the Bank Merger, the separate corporate existence of Park Sterling Savings Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent Umpqua and reasonably acceptable to the Company Sterling (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Sterling shall cause Park Sterling Savings Bank to approve adopt the Bank Merger Agreement; the Company, Sterling, as the sole shareholder of Park Sterling Savings Bank, shall approve the Bank Merger Agreement; , and the Company Sterling shall cause Park the Bank Merger Agreement to be duly executed by Sterling Savings Bank and delivered to Umpqua Bank and (ii) Umpqua shall cause Umpqua Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Umpqua, as the sole shareholder of Parent Umpqua Bank, shall approve the Bank Merger Agreement; Agreement and Parent Umpqua shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Umpqua Bank and delivered to Sterling Savings Bank. Prior to the Effective Time, the Company Sterling shall cause Park Sterling Savings Bank, and Parent Umpqua shall cause Parent Umpqua Bank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Umpqua and Sterling) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately following Following the Holdco Merger Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of Park Sterling Seller Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after at such time following the Holdco Merger Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Purchaser and approved by Parent and reasonably acceptable to the Company Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank MergerEffective Time, the parties (a) (i) Parent Seller and Seller Holdco shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause Park Sterling Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller Holdco, as the sole shareholder of Park Sterling Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Parent Seller and Seller Holdco shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeParent Seller, the Company and (c) Parent Seller and Seller Holdco shall cause Park Sterling Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately following the Effective Time, Park Sterling First Federal Bank, a North Carolina-chartered commercial bank South Carolina banking corporation and a direct, wholly owned Subsidiary subsidiary of the Company (“Park Sterling BankFirst Federal”), will merge (the “Bank Merger”) with and into South State BankSCBT, a South Carolina banking corporation and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling Bank First Federal shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent and reasonably acceptable to the in consultation with Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause Park Sterling Bank First Federal to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder of Park Sterling BankFirst Federal, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause Park Sterling Bank the Subsidiary Plan of Merger to be duly execute executed by First Federal and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause Park Sterling BankFirst Federal, and Parent shall cause Parent Bank, to execute such articles of merger and any such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately (a) On the Closing Date and immediately following the Effective TimeMerger, Park Sterling American Chartered Bank, a North Carolina-an Illinois state chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Company Bank”), will merge (the “Bank Merger”) with and into South State MB Financial Bank, N.A., a South Carolina banking corporation national bank and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of Park Sterling Company Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Time. . (b) The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a substantially the form to attached hereto as Annex B with such changes as may be specified mutually agreed by Company and Parent and reasonably acceptable to the Company (the “Bank Merger Agreement”). In order Prior to the Closing (or earlier if necessary to obtain the necessary Regulatory Approvals regulatory approvals for the Bank Merger, the parties shall cause the following to be accomplished as promptly as practicable: ): (xi) the Company shall cause Park Sterling Company Bank to approve adopt the Bank Merger Agreement; the , Company, as the sole shareholder of Park Sterling Company Bank, shall approve the Bank Merger Agreement; , and the Company shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Company Bank and delivered to Parent Bank and (yii) Parent shall cause Parent Bank to approve adopt the Bank Merger Agreement; , Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; Agreement and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Parent Bank and delivered to Company Bank. Prior to the Effective Time, the Company shall cause Park Sterling Company Bank, and Parent shall cause Parent Bank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time (the “Bank Merger Certificates”) immediately after the Effective Time).

Bank Merger. Immediately following after the Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), Alarion Bank will merge (the “Bank Merger”) with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”)HeritageBank. Parent Bank HeritageBank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name HeritageBank of the South, and, following the Bank Merger, the separate corporate existence of Park Sterling Alarion Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent Purchaser and reasonably acceptable to the Company Seller (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Seller shall cause Park Sterling Alarion Bank to approve adopt the Bank Merger Agreement; the Company, Seller, as the sole shareholder of Park Sterling Alarion Bank, shall approve the Bank Merger Agreement; , and the Company Seller shall cause Park Sterling the Bank Merger Agreement to be duly execute executed by Alarion Bank and deliver delivered to Parent HeritageBank and (ii) Purchaser shall cause HeritageBank to adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Purchaser, as the sole shareholder of Parent BankHeritageBank, shall approve the Bank Merger Agreement; Agreement and Parent Purchaser shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by HeritageBank and delivered to Alarion Bank. Prior to the Effective Time, the Company Seller shall cause Park Sterling Alarion Bank, and Parent Purchaser shall cause Parent BankHeritageBank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Purchaser and Seller) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately following Following the Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of Park Sterling Seller Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after at such time following the Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Parent Purchaser and reasonably acceptable to the Company approved by Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank Merger, the parties Effective Time,‌ (a) (i) Seller shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause Park Sterling Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller, as the sole shareholder of Park Sterling Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Seller shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeSeller, the Company and (c) Seller shall cause Park Sterling Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately following the Effective TimeMerger, Park Sterling each of the Subsidiaries of Company ((i) The Peoples National Bank, a North Carolina-chartered commercial bank national banking association and a direct, wholly owned Subsidiary subsidiary of the Company Company, (“Park Sterling ii) Bank of Xxxxxxxx, X.X., a national banking association and a wholly owned subsidiary of Company, and (iii) Seneca National Bank”, a national banking association and a wholly owned subsidiary of Company), will merge (the “Bank Merger”) with and into South State BankSCBT, N.A., a South Carolina national banking corporation association and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “SCBT, N.A.”, and, following the Bank Merger, the separate corporate existence of Park Sterling Bank each Subsidiary of Company shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent and reasonably acceptable to the in consultation with Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause Park Sterling Bank each of its Subsidiaries to approve the Bank Merger Agreement; the Subsidiary Plan of Merger, Company, as the sole shareholder of Park Sterling Bankeach of its Subsidiaries, shall approve the Bank Subsidiary Plan of Merger Agreement; and the Company shall cause Park Sterling Bank the Subsidiary Plan of Merger to be duly execute executed by each of its Subsidiaries and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Subsidiary Plan of Merger, Parent, as the sole shareholder of Parent Bank, shall approve the Bank Subsidiary Plan of Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause Park Sterling Bankeach of its Subsidiaries, and Parent shall cause Parent Bank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after simultaneously with the Effective Time.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, Park Sterling Savings Bank, a North CarolinaWashington state-chartered commercial bank and a direct, wholly wholly-owned Subsidiary of the Company (“Park Sterling Bank”)Sterling, will merge (the “"Bank Merger”") with and into South State Umpqua Bank, a South Carolina banking corporation an Oregon state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Umpqua Bank, and, following the Bank Merger, the separate corporate existence of Park Sterling Savings Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent Umpqua and reasonably acceptable to the Company Sterling (the “"Bank Merger Agreement”"). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Sterling shall cause Park Sterling Savings Bank to approve adopt the Bank Merger Agreement; the Company, Sterling, as the sole shareholder of Park Sterling Savings Bank, shall approve the Bank Merger Agreement; , and the Company Sterling shall cause Park the Bank Merger Agreement to be duly executed by Sterling Savings Bank and delivered to Umpqua Bank and (ii) Umpqua shall cause Umpqua Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Umpqua, as the sole shareholder of Parent Umpqua Bank, shall approve the Bank Merger Agreement; Agreement and Parent Umpqua shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Umpqua Bank and delivered to Sterling Savings Bank. Prior to the Effective Time, the Company Sterling shall cause Park Sterling Savings Bank, and Parent Umpqua shall cause Parent Umpqua Bank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Umpqua and Sterling) as are necessary to make the Bank Merger effective (“"Bank Merger Certificates”") immediately after following the Effective Time.

Bank Merger. Immediately following after the Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), will merge (the “Bank Merger”) with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank VHI shall be the surviving entity in cause the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Timebe consummated. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent VHI and reasonably acceptable to the Company IBT (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xa) the Company IBT shall cause Park Sterling Independent Bank to approve adopt the Bank Merger Agreement; the Company, IBT, as the sole shareholder of Park Sterling Independent Bank, shall approve the Bank Merger Agreement; , and the Company IBT shall cause Park Sterling the Bank Merger Agreement to be duly executed by Independent Bank and delivered to Veritex Bank and (b) VHI shall cause Veritex Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, VHI, as the sole shareholder of Parent Veritex Bank, shall approve the Bank Merger Agreement; Agreement and Parent VHI shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Veritex Bank and delivered to Independent Bank. Prior to the Effective Time, the Company IBT shall cause Park Sterling Independent Bank, and Parent VHI shall cause Parent Veritex Bank, to execute such articles certificates of merger and any such other documents and certificates (in each case in form and substance reasonably satisfactory to VHI and IBT) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately following the Effective Time, Park Sterling BankGeorgia Bank & Trust Company of Augusta, a North CarolinaGeorgia-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling BankGeorgia Bank & Trust”), will merge (the “Bank Merger”) with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling Georgia Bank & Trust shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent and reasonably acceptable to in consultation with the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause Park Sterling the board of directors of Georgia Bank & Trust to approve the Bank Merger Agreement; the Company, as the sole shareholder of Park Sterling BankGeorgia Bank & Trust, shall approve the Bank Merger Agreement; and the Company shall cause Park Sterling Georgia Bank & Trust to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause the board of directors of Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause Park Sterling BankGeorgia Bank & Trust, and Parent shall cause Parent Bank, to execute such articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective TimeHoldco Merger (or, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of if Parent elects not to consummate the Company (“Park Sterling Bank”Holdco Merger pursuant to Section 6.11(b), immediately following the Merger), Parent Bank will merge (the “Bank Merger”) with and into South State Company Bank. Subject to Section 6.11(b), a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Company Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling Parent Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately following the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Effective Time. The date of this Agreement, Parent Bank Merger and Company Bank shall be implemented pursuant to an enter into the agreement and plan of merger, merger in a the form to be specified by Parent and reasonably acceptable to the Company attached hereto as Exhibit A (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties shall cause the following to be accomplished as promptly as practicable: ) and (xi) the Company shall cause Park Sterling Bank to approve the Bank Merger Agreement; the CompanyAgreement to be duly authorized, as the sole shareholder of Park Sterling Bank, shall approve the executed and delivered by Company Bank Merger Agreement; and the Company shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (yii) Parent shall cause Parent Bank to approve the Bank Merger Agreement; ParentAgreement to be duly authorized, as the sole shareholder of executed and delivered by Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the The Company shall cause Park Sterling Company Bank, and Parent shall cause Parent Bank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Effective Timedate hereof, (i) the Company, in its capacity as sole stockholder of Company Bank, shall approve the Bank Merger Agreement and the Bank Merger and (ii) Owner, in its capacity as sole stockholder of Parent Bank, shall approve the Bank Merger Agreement and the Bank Merger.

Bank Merger. Immediately following Following the Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of Park Sterling Seller Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, that the Bank Merger shall become effective immediately after at such time following the Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Parent Purchaser and reasonably acceptable to the Company approved by Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank MergerEffective Time, the parties (a) (i) Seller shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause Park Sterling Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller, as the sole shareholder of Park Sterling Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Seller shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeSeller, the Company and (c) Seller shall cause Park Sterling Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately following the Effective TimeMerger, Park Sterling The Peoples State Bank (“Peoples State Bank”), a North Carolina-Louisiana state chartered commercial bank and a direct, wholly wholly-owned Subsidiary of the Company (“Park Sterling Bank”)PSB, will merge (the “Bank Merger”) with and into South State MidSouth Bank, N.A., a South Carolina national banking corporation association and a direct, wholly wholly-owned Subsidiary of Parent MSL (“Parent MidSouth Bank”). Parent MidSouth Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “MidSouth Bank, N.A.”, and, following the Bank Merger, the separate corporate existence of Park Sterling Peoples State Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent and reasonably acceptable to the Company MSL in consultation with PSB (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties Parties shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals as promptly as practicableto such Party: (xa) the Company PSB shall cause Park Sterling Peoples State Bank to approve the Bank Merger Agreement; the CompanySubsidiary Plan of Merger, PSB, as the sole shareholder of Park Sterling Peoples State Bank, shall approve the Bank Subsidiary Plan of Merger Agreement; and the Company PSB shall cause Park Sterling the Subsidiary Plan of Merger to be duly executed by Peoples State Bank and delivered to MSL and (b) MSL shall cause MidSouth Bank to approve the Subsidiary Plan of Merger, MSL, as the sole shareholder of MidSouth Bank, shall approve the Subsidiary Plan of Merger and MSL shall cause MidSouth Bank to duly execute and deliver the Subsidiary Plan of Merger to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementPSB. Prior to the Effective Time, the Company PSB shall cause Park Sterling Peoples State Bank, and Parent MSL shall cause Parent MidSouth Bank, to execute such articles certificates of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after following the Effective Time.