Common use of Conduct of Business Pending Consummation Clause in Contracts

Conduct of Business Pending Consummation. 50 6.1 Affirmative Covenants of Clover and Buyer. 50 6.2 Negative Covenants of Clover. 51 6.3 Negative Covenants of Buyer. 54 6.4 Control of the Other Party’s Business 55 6.5 Adverse Changes in Condition. 55 6.6 Reports. 56 6.7 Buyer Entity Use and Disclosure of IIPI 56 ARTICLE 7 ADDITIONAL AGREEMENTS 56 7.1 Shareholder Approvals. 56 7.2 Registration of Buyer Common Stock. 59 7.3 Other Offers, etc. 60 7.4 Consents of Regulatory Authorities. 61 7.5 Agreement as to Efforts to Consummate. 61 7.6 Investigation and Confidentiality. 61 7.7 Press Releases. 63 7.8 Charter Provisions. 63 7.9 Employee Benefits and Contracts. 63 7.10 Conversion Bonus Plan. 65 7.11 [Reserved]. 65 7.12 Indemnification. 65 7.13 Support Agreements. 67 7.14 Tax Covenants of Buyer 67 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 67 8.1 Conditions to Obligations of Each Party. 67 8.2 Conditions to Obligations of Buyer. 69 8.3 Conditions to Obligations of Clover. 70 ARTICLE 9 TERMINATION 72 9.1 Termination. 72 9.2 Effect of Termination 73 9.3 Termination Fee. 73 9.4 Non-Survival of Representations and Covenants. 74 ARTICLE 10 MISCELLANEOUS 74 10.1 Definitions. 74 10.2 Expenses. 86 10.3 Brokers and Finders. 86 10.4 Entire Agreement. 87 10.5 Amendments. 87 10.6 Waivers. 87 10.7 Assignment. 88 10.8 Notices. 88 10.9 Governing Law. 89 10.10 Counterparts. 89 10.11 Captions; Articles and Sections. 89 10.12 Interpretations. 89 10.13 Enforcement of Agreement. 90 10.14 Severability. 90 A Form of Bank Merger Agreement B Form of Support Agreement THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 14, 2018, is by and between Carolina Trust BancShares, Inc., a North Carolina corporation (“Buyer”), and Clover Community Bankshares, Inc., a South Carolina corporation (“Clover”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.

Conduct of Business Pending Consummation. 5036 6.1 Affirmative Covenants of Clover First South and Buyer. 50 Carolina Financial 36 6.2 Negative Covenants of Clover. 51 First South 37 6.3 Negative Covenants of Buyer. 54 6.4 Control of the Other Party’s Business 55 6.5 Adverse Changes in Condition. 55 6.6 Reports. 56 6.7 Buyer Entity Use and Disclosure of IIPI 56 Condition 39 6.4 Reports 40 ARTICLE 7 ADDITIONAL AGREEMENTS 56 40 7.1 Shareholder Approvals. 56 Approvals 40 7.2 Registration of Buyer Common Stock. 59 Securities Act Compliance 42 7.3 Other Offers, etc. 60 43 7.4 Consents of Regulatory Authorities. 61 Authorities 44 7.5 Agreement as to Efforts to Consummate. 61 Consummate 44 7.6 Investigation and Confidentiality. 61 Confidentiality 45 7.7 Press Releases. 63 Releases 46 7.8 Charter Provisions. 63 Provisions 46 7.9 Employee Benefits and Contracts. 63 Contracts 46 7.10 Conversion Bonus Plan. 65 Section 16 Matters 48 7.11 [Reserved]. 65 Indemnification 48 7.12 Indemnification. 65 7.13 Support Agreements. 67 7.14 Tax Covenants of Buyer 67 Carolina Financial 49 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 67 50 8.1 Conditions to Obligations of Each Party. 67 Party 50 8.2 Conditions to Obligations of Buyer. 69 Carolina Financial 51 8.3 Conditions to Obligations of Clover. 70 First South 53 ARTICLE 9 TERMINATION 72 54 9.1 Termination. 72 Termination 54 9.2 Effect of Termination 73 55 9.3 Termination Fee. 73 Fee 55 9.4 Non-Survival of Representations and Covenants. 74 Covenants 56 ARTICLE 10 MISCELLANEOUS 74 56 10.1 Definitions. 74 Definitions 56 10.2 Expenses. 86 Expenses 67 10.3 Brokers and Finders. 86 Finders 67 10.4 Entire Agreement. 87 Agreement 68 10.5 Amendments. 87 Amendments 68 10.6 Waivers. 87 Waivers 68 10.7 Assignment. 88 Assignment 69 10.8 Notices. 88 Notices 69 10.9 Governing Law. 89 ; Jurisdiction 69 10.10 Counterparts. 89 Counterparts 70 10.11 Captions; Articles and Sections. 89 Sections 70 10.12 Interpretations. 89 Interpretations 70 10.13 Enforcement of Agreement. 90 Agreement 70 10.14 Severability. 90 A Form of Bank Merger Agreement B Form of Support Agreement Severability 70 THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), ) dated as of June 149, 20182017, is by and between Carolina Trust BancSharesFinancial Corporation, a Delaware corporation (“Carolina Financial”), and First South Bancorp, Inc., a North Carolina Virginia corporation (“Buyer”), and Clover Community Bankshares, Inc., a South Carolina corporation (“CloverFirst South”). Capitalized Except as otherwise set forth herein, capitalized and certain other terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them set forth in Section 10.1 hereofof this Agreement.

Conduct of Business Pending Consummation. 50 6.1 23 7.1 Affirmative Covenants of Clover and Buyer. 50 6.2 GHC 23 7.2 Negative Covenants of Clover. 51 6.3 Negative GHC 24 7.3 Covenants of Buyer. 54 6.4 Control of the Other Party’s Business 55 6.5 CCBG 25 7.4 Adverse Changes in Condition. 55 6.6 Reports. 56 6.7 Buyer Entity Use and Disclosure of IIPI 56 Condition 26 7.5 Reports 26 ARTICLE 7 8 - ADDITIONAL AGREEMENTS 56 7.1 Shareholder Approvals. 56 7.2 26 8.1 Registration of Buyer Common Stock. 59 7.3 Other Offers, etc. 60 7.4 Consents of Regulatory Authorities. 61 7.5 Statement; Proxy Statement; Stockholder Approval 26 8.2 Exchange Listing 27 8.3 Applications 28 8.4 Filings with State Offices 28 8.5 Agreement as to Efforts to Consummate. 61 7.6 Consummate 28 8.6 Investigation and Confidentiality. 61 7.7 Confidentiality 28 8.7 Press Releases. 63 7.8 Releases 29 8.8 Certain Actions 29 8.9 Accounting and Tax Treatment 29 8.10 State Takeover Laws 30 8.11 Charter Provisions. 63 7.9 Provisions 30 8.12 Agreements of Affiliates 30 8.13 Employee Benefits and Contracts. 63 7.10 Conversion Bonus Plan. 65 7.11 [Reserved]. 65 7.12 Indemnification. 65 7.13 Support Agreements. 67 7.14 Tax Covenants Contracts 30 8.14 Indemnification 31 8.15 Board Meetings 32 8.16 Accounting Policies 32 8.17 Formation of Buyer 67 Interim National Bank Subsidiary 32 ARTICLE 8 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 67 8.1 32 9.1 Conditions to Obligations of Each Party. 67 8.2 Party 32 9.2 Conditions to Obligations of Buyer. 69 8.3 CCBG 33 9.3 Conditions to Obligations of Clover. 70 GHC and FNBGC 35 ARTICLE 9 10 - TERMINATION 72 9.1 Termination. 72 9.2 35 10.1 Termination 35 10.2 Effect of Termination 73 9.3 Termination Fee. 73 9.4 37 10.3 Non-Survival of Representations and Covenants. 74 Covenants 38 ARTICLE 10 11 - MISCELLANEOUS 74 10.1 Definitions. 74 10.2 Expenses. 86 10.3 38 11.1 Definitions 38 11.2 Expenses 45 11.3 Brokers and Finders. 86 10.4 Finders 46 11.4 Entire Agreement. 87 10.5 Amendments. 87 10.6 Waivers. 87 10.7 Assignment. 88 10.8 Notices. 88 10.9 Agreement 46 11.5 Amendments 46 11.6 Waivers 46 11.7 Assignment 47 11.8 Notices 47 11.9 Governing Law. 89 10.10 Counterparts. 89 10.11 Law 47 11.10 Counterparts 47 11.11 Captions; Articles and Sections. 89 10.12 Interpretations. 89 10.13 Sections 47 11.12 Interpretations 48 11.13 Enforcement of Agreement. 90 10.14 Severability. 90 A Form of Bank Merger Agreement B Form of Support Agreement 48 11.14 Severability 48 Signatures 49 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “"Agreement”") is made and entered into as of February 11, 1999, by and among Capital City Bank Group, Inc. ("CCBG"), dated as of June 14, 2018, is by and between Carolina Trust BancShares, Inc.a Florida corporation; Xxxxx Holding Company ("GHC"), a North Carolina corporation (“Buyer”)Georgia corporation, and Clover Community Bankshares, Inc.FIRST NATIONAL BANK OF XXXXX COUNTY, a South Carolina corporation (“Clover”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereofnational banking association.

Conduct of Business Pending Consummation. 50 6.1 27 7.1 Affirmative Covenants of Clover and Buyer. 50 6.2 Both Parties 27 7.2 Negative Covenants of Clover. 51 6.3 Negative Covenants of Buyer. 54 6.4 Control of the Other Party’s Business 55 6.5 Jefferson 27 7.3 Adverse Changes in Condition. 55 6.6 Reports. 56 6.7 Buyer Entity Use and Disclosure of IIPI 56 Condition 29 7.4 Reports 29 ARTICLE 7 8 - ADDITIONAL AGREEMENTS 56 7.1 Shareholder Approvals. 56 7.2 30 8.1 Registration of Buyer Common Stock. 59 7.3 Other Offers, etc. 60 7.4 Consents of Regulatory Authorities. 61 7.5 Statement; Proxy Statement; Stockholder Approval 30 8.2 Exchange Listing 31 8.3 Applications 31 8.4 Filings with State Offices 31 8.5 Agreement as to Efforts to Consummate. 61 7.6 Consummate 31 8.6 Investigation and Confidentiality. 61 7.7 Confidentiality 31 8.7 Press Releases. 63 7.8 Releases 32 8.8 Certain Actions 32 8.9 Tax Treatment 33 8.10 State Takeover Laws 33 8.11 Charter Provisions. 63 7.9 Provisions 33 8.12 Rights Agreement 33 8.13 Agreement of Affiliates 33 8.14 Employee Benefits and Contracts. 63 7.10 Conversion Bonus Plan. 65 7.11 [Reserved]. 65 7.12 Indemnification. 65 7.13 Support Agreements. 67 7.14 Tax Covenants of Buyer 67 Contracts 34 8.15 Indemnification 34 ARTICLE 8 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 67 8.1 36 9.1 Conditions to Obligations of Each Party. 67 8.2 Party 36 9.2 Conditions to Obligations of Buyer. 69 8.3 XXX 00 9.3 Conditions to Obligations of Clover. 70 Jefferson 39 ARTICLE 9 10 - TERMINATION 72 9.1 Termination. 72 9.2 40 10.1 Termination 40 10.2 Effect of Termination 73 9.3 Termination Fee. 73 9.4 43 10.3 Non-Survival of Representations and Covenants. 74 Covenants 43 ARTICLE 10 11 - MISCELLANEOUS 74 10.1 Definitions. 74 10.2 Expenses. 86 10.3 43 11.1 Definitions 43 11.2 Expenses 52 11.3 Brokers and Finders. 86 10.4 Finders 53 11.4 Entire Agreement. 87 10.5 Amendments. 87 10.6 Waivers. 87 10.7 Assignment. 88 10.8 Notices. 88 10.9 Agreement 53 11.5 Amendments 53 11.6 Waivers 53 11.7 Assignment 54 11.8 Notices 54 11.9 Governing Law. 89 10.10 Counterparts. 89 10.11 Captions; Articles and Sections. 89 10.12 Interpretations. 89 10.13 Law 55 11.10 Counterparts 55 11.11 Captions 55 11.12 Interpretations 55 11.13 Enforcement of Agreement. 90 10.14 Severability. 90 A Form of Bank Merger Agreement B Form of Support Agreement THIS AGREEMENT AND PLAN 56 11.14 Severability 56 Signatures 57 - iii - LIST OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 14, 2018, is by and between Carolina Trust BancShares, Inc., a North Carolina corporation (“Buyer”), and Clover Community Bankshares, Inc., a South Carolina corporation (“Clover”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.EXHIBITS ---------------- EXHIBIT NUMBER DESCRIPTION -------------- -----------