Common use of Loans; Nonperforming and Classified Assets Clause in Contracts

Loans; Nonperforming and Classified Assets. (a) SWGB Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB or any of its Subsidiaries is a creditor which, as of November 30, 2019, were over thirty (30) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries that, as of November 30, 2019, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Bank, SWGB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB Disclosure Schedule 3.22(b) identifies each asset of SWGB or any of its Subsidiaries that as of November 30, 2019 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 as well as any assets classified as OREO between September 30, 2019 and November 30, 2019 and any sales of OREO between September 30, 2019 and November 30, 2019, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB Loans were solicited and originated, and have been administered, in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB Loans that are not reflected in the written records of SWGB or its Subsidiary, as applicable. All such SWGB Loans are owned by SWGB or its Subsidiary free and clear of any Liens other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB Loan have been asserted in writing against SWGB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB from third parties that are described on SWGB Disclosure Schedule 3.22(d), no SWGB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB Loan becoming subject to any third party servicing. (e) Neither SWGB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB BBI Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB BBI or any of its Subsidiaries is a creditor which, as of November 30March 31, 20192022, were over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB BBI or any of its Subsidiaries, or to the Knowledge of SWGBBBI, any affiliate of any of the foregoing. Set forth in SWGB BBI Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB BBI and its Subsidiaries that, as of November 30March 31, 20192022, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Beach Bank, SWGB BBI or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Beach Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB BBI Disclosure Schedule 3.22(b) identifies each asset of SWGB BBI or any of its Subsidiaries that as of November 30March 31, 2019 2022 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30March 31, 2019 2022 as well as any assets classified as OREO between September 30December 31, 2019 2021 and November 30March 31, 2019 2022 and any sales of OREO between September 30December 31, 2019 2021 and November 30March 31, 20192022, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBBBI’s or any of its Subsidiaries’ loan portfolio (each a “SWGB BBI Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB BBI and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB BBI Loans were solicited and originated, and have been administered, in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB BBI Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB BBI Loans that are not reflected in the written records of SWGB BBI or its Subsidiary, as applicable. All such SWGB BBI Loans are owned by SWGB BBI or its Subsidiary free and clear of any Liens other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB BBI Loan have been asserted in writing against SWGB BBI or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB BBI has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB BBI from third parties that are described on SWGB BBI Disclosure Schedule 3.22(d), no SWGB BBI Loans are presently serviced by third parties and there is no obligation which could result in any SWGB BBI Loan becoming subject to any third party servicing. (e) Neither SWGB Except as set forth on BBI Disclosure Schedule 3.22(e), neither BBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB BBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB BBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB BBI or any of its Subsidiaries, and none of the agreements pursuant to which SWGB BBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB BBI nor any of its Subsidiaries is now nor has it ever been since January 1, 20162019, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB LBC Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB LBC or any of its Subsidiaries is a creditor which, as of November 30, 20192018, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB LBC or any of its Subsidiaries, or to the Knowledge of SWGBLBC, any affiliate of any of the foregoing. Set forth in SWGB LBC Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB LBC and its Subsidiaries that, as of November 30, 20192018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Calumet Bank, SWGB LBC or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Calumet Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB LBC Disclosure Schedule 3.22(b) identifies each asset of SWGB LBC or any of its Subsidiaries that as of November 30, 2019 2018 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 2018 as well as any assets classified as OREO between September 30December 31, 2019 2017 and November 30, 2019 2018 and any sales of OREO between September 30December 31, 2019 2017 and November 30, 20192018, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBLBC’s or any of its Subsidiaries’ loan portfolio (each a “SWGB LBC Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB LBC and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB LBC Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB LBC Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB LBC Loans that are not reflected in the written records of SWGB LBC or its Subsidiary, as applicable. All such SWGB LBC Loans are owned by SWGB LBC or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB LBC Loan have been asserted in writing against SWGB LBC or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB LBC has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB LBC from third parties that are described on SWGB LBC Disclosure Schedule 3.22(d), no SWGB LBC Loans are presently serviced by third parties and there is no obligation which could result in any SWGB LBC Loan becoming subject to any third party servicing. (e) Neither SWGB LBC nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB LBC or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB LBC or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB LBC or any of its Subsidiaries, and none of the agreements pursuant to which SWGB LBC or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB LBC nor any of its Subsidiaries is now nor has it ever been since January 1, 20162015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB FFB Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB FFB or any of its Subsidiaries is a creditor which, as of November 30May 31, 2019, were over thirty (30) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB FFB or any of its Subsidiaries, or to the Knowledge of SWGBFFB, any affiliate of any of the foregoing. Set forth in SWGB FFB Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB FFB and its Subsidiaries that, as of November 30May 31, 2019, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia First Florida Bank, SWGB FFB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia First Florida Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB FFB Disclosure Schedule 3.22(b) identifies each asset of SWGB FFB or any of its Subsidiaries that as of November 30May 31, 2019 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30May 31, 2019 as well as any assets classified as OREO between September 30December 31, 2019 2018 and November 30May 31, 2019 and any sales of OREO between September 30December 31, 2019 2018 and November 30May 31, 2019, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBFFB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB FFB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB FFB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB FFB Loans were solicited and originated, and have been administered, in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB FFB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB FFB Loans that are not reflected in the written records of SWGB FFB or its Subsidiary, as applicable. All such SWGB FFB Loans are owned by SWGB FFB or its Subsidiary free and clear of any Liens other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB FFB Loan have been asserted in writing against SWGB FFB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB FFB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB FFB from third parties that are described on SWGB FFB Disclosure Schedule 3.22(d), no SWGB FFB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB FFB Loan becoming subject to any third party servicing. (e) Neither SWGB FFB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB FFB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB FFB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB FFB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB FFB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB FFB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB HTB Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB HTB or any of its Subsidiaries is a creditor which, as of November June 30, 20192022, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB HTB or any of its Subsidiaries, or to the Knowledge of SWGBHTB, any affiliate of any of the foregoing. Set forth in SWGB HTB Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB HTB and its Subsidiaries that, as of November June 30, 20192022, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Hometown Bank, SWGB HTB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Hometown Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB HTB Disclosure Schedule 3.22(b) identifies each asset of SWGB HTB or any of its Subsidiaries that as of November June 30, 2019 2022 was classified as other real estate owned (“OREO”) and the book value thereof as of November June 30, 2019 2022 as well as any assets classified as OREO between September December 31, 2021 and June 30, 2019 and November 30, 2019 2022 and any sales of OREO between September December 31, 2021 and June 30, 2019 and November 30, 20192022, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBHTB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB HTB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB HTB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB HTB Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB HTB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB HTB Loans that are not reflected in the written records of SWGB HTB or its Subsidiary, as applicable. All such SWGB HTB Loans are owned by SWGB HTB or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaChicago. No claims of defense as to the enforcement of any SWGB HTB Loan have been asserted in writing against SWGB HTB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB HTB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB HTB from third parties that are described on SWGB HTB Disclosure Schedule 3.22(d), no SWGB HTB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB HTB Loan becoming subject to any third party servicing. (e) Neither SWGB HTB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB HTB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB HTB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB HTB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB HTB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB HTB nor any of its Subsidiaries is now nor has it ever been since January 1, 20162019, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB PFG Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes notes, or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees guarantees, and interest-bearing assets) (collectively, “Loans”) in which SWGB PFG or any of its Subsidiaries is a creditor which, as of November 30July 31, 2019, were was over thirty (30) 30 days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB PFG or any of its Subsidiaries, or to the Knowledge of SWGBPFG, any affiliate of any of the foregoing. Set forth in SWGB PFG Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB PFG and its Subsidiaries that, as of November 30July 31, 2019, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Progressive Bank, SWGB PFG, or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Progressive Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB PFG Disclosure Schedule 3.22(b) identifies each asset of SWGB PFG or any of its Subsidiaries that as of November 30July 31, 2019 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30July 31, 2019 as well as any assets classified as OREO between September 30December 31, 2019 2018 and November 30July 31, 2019 and any sales of OREO between September 30December 31, 2019 2018 and November 30July 31, 2019, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBPFG’s or any of its Subsidiaries’ loan portfolio (each a “SWGB PFG Loan”) (i) is evidenced by notes, agreements agreements, or other evidences of indebtedness that are true, genuine genuine, and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid valid, and binding obligation of SWGB PFG or any Subsidiary and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB PFG Loans were solicited and solicited, originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB PFG Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB PFG Loans that are not reflected in the written records of SWGB PFG or its Subsidiary, as applicable. All such SWGB PFG Loans are owned by SWGB PFG or its Subsidiary Subsidiaries free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB PFG Loan have been asserted in writing against SWGB PFG or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB PFG has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim counterclaim, or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB PFG or any Subsidiary from third parties that are described on SWGB PFG Disclosure Schedule 3.22(d), no SWGB PFG Loans are presently serviced by third parties and there is no obligation which could result in any SWGB PFG Loan becoming subject to any third party servicing. (e) Neither SWGB PFG nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB PFG or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB PFG or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB PFG or any of its Subsidiaries, and none of the agreements pursuant to which SWGB PFG or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB PFG nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement settlement, or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB SSNF Disclosure Schedule 3.22(a) ), sets forth all (i) loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB SSNF or any of its Subsidiaries is a creditor which, as of November September 30, 20192017, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB SSNF or any of its Subsidiaries, or to the Knowledge of SWGBSSNF, any affiliate of any of the foregoing. Set forth in SWGB SSNF Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB SSNF and its Subsidiaries that, as of November September 30, 20192017, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Sunshine Bank, SWGB SSNF or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Sunshine Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB SSNF Disclosure Schedule 3.22(b) identifies each asset of SWGB SSNF or any of its Subsidiaries that as of November September 30, 2019 2017 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 2017 as well as any assets classified as OREO between September 30December 31, 2019 2016 and November 30, 2019 2017 and any sales of OREO between September 30December 31, 2019 2016 and November 30, 20192017, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBSSNF’s or any of its Subsidiaries’ loan portfolio (each a “SWGB SSNF Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB the SSNF and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB SSNF Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB SSNF Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB SSNF Loans that are not reflected in the written records of SWGB SSNF or its Subsidiary, as applicable. All such SWGB SSNF Loans are owned by SWGB SSNF or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB SSNF Loan have been asserted in writing against SWGB SSNF or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB SSNF has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB SSNF from third parties that are described on SWGB SSNF Disclosure Schedule 3.22(d), no SWGB SSNF Loans are presently serviced by third parties and there is no obligation which could result in any SWGB SSNF Loan becoming subject to any third party servicing. (e) Neither SWGB SSNF nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB SSNF or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB SSNF or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB SSNF or any of its Subsidiaries, and none of the agreements pursuant to which SWGB SSNF or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB SSNF nor any of its Subsidiaries is now nor has it ever been since January 1, 20162014, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB HSBI Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB HSBI or any of its Subsidiaries is a creditor which, as of November 30March 31, 20192022, were over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB HSBI or any of its Subsidiaries, or to the Knowledge of SWGBHSBI, any affiliate of any of the foregoing. Set forth in SWGB HSBI Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB HSBI and its Subsidiaries that, as of November 30March 31, 20192022, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Heritage Southeast Bank, SWGB HSBI or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Heritage Southeast Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB HSBI Disclosure Schedule 3.22(b) identifies each asset of SWGB HSBI or any of its Subsidiaries that as of November 30March 31, 2019 2022 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30March 31, 2019 2022 as well as any assets classified as OREO between September 30December 31, 2019 2021 and November 30March 31, 2019 2022 and any sales of OREO between September 30December 31, 2019 2021 and November 30March 31, 20192022, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBHSBI’s or any of its Subsidiaries’ loan portfolio (each a “SWGB HSBI Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB HSBI and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB HSBI Loans were solicited and originated, and have been administered, in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB HSBI Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB HSBI Loans that are not reflected in the written records of SWGB HSBI or its Subsidiary, as applicable. All such SWGB HSBI Loans are owned by SWGB HSBI or its Subsidiary free and clear of any Liens other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB HSBI Loan have been asserted in writing against SWGB HSBI or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB HSBI has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB HSBI from third parties that are described on SWGB HSBI Disclosure Schedule 3.22(d), no SWGB HSBI Loans are presently serviced by third parties and there is no obligation which could result in any SWGB HSBI Loan becoming subject to any third party servicing. (e) Neither SWGB Except as set forth in the HSBI Disclosure Schedule 3.22(e), neither HSBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB HSBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB HSBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB HSBI or any of its Subsidiaries, and none of the agreements pursuant to which SWGB HSBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB HSBI nor any of its Subsidiaries is now nor has it ever been since January 1, 20162019, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB PCB Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB PCB or any of its Subsidiaries is a creditor which, as of November 30December 31, 20192018, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB PCB or any of its Subsidiaries, or to the Knowledge of SWGBPCB, any affiliate of any of the foregoing. Set forth in SWGB PCB Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB PCB and its Subsidiaries that, as of November 30December 31, 20192018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Partnership Bank, SWGB PCB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Partnership Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB PCB Disclosure Schedule 3.22(b) identifies each asset of SWGB PCB or any of its Subsidiaries that as of November 30December 31, 2019 2018 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30December 31, 2019 2018 as well as any assets classified as OREO between September 30December 31, 2019 2017 and November 30December 31, 2019 2018 and any sales of OREO between September 30December 31, 2019 2017 and November 30December 31, 20192018, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBPCB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB PCB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB PCB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB PCB Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB PCB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB PCB Loans that are not reflected in the written records of SWGB PCB or its Subsidiary, as applicable. All such SWGB PCB Loans are owned by SWGB PCB or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaChicago. No claims of defense as to the enforcement of any SWGB PCB Loan have been asserted in writing against SWGB PCB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB PCB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB PCB from third parties that are described on SWGB PCB Disclosure Schedule 3.22(d), no SWGB PCB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB PCB Loan becoming subject to any third party servicing. (e) Neither SWGB PCB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB PCB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB PCB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB PCB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB PCB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB PCB nor any of its Subsidiaries is now nor has it ever been since January 1, 20162015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Company Disclosure Schedule 3.22(a3.21(a) (i) sets forth the aggregate outstanding principal amount of all Loans as of Xxxxx 00, 0000, (ixx) loans, loan agreements, notes contains a true and correct list of the borrowers with the 25 largest individual or borrowing arrangements and other aggregate extensions of credit from Company Bank, and (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsiii) (collectively, “Loans”) in which SWGB or any of its Subsidiaries is a creditor whichidentifies, as of November 30March 31, 2019, were any Loans under the terms of which the obligor was over thirty (30) days or more delinquent in payment of principal or interestinterest or has been placed on nonaccrual status as of such date or that are, and to Company’s Knowledge, otherwise in material default for more than thirty (ii30) Loans with any director, executive officer or five percent days. (5%b) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Company Disclosure Schedule 3.22(a3.21(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries thatidentifies, as of November 30March 31, 2019, were each Loan that was classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia BankCompany, SWGB Company Bank or any bank examiner, or that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability (collectively, “Criticized Loans”) together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount thereunder as of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAPdate. (bc) SWGB Company Disclosure Schedule 3.22(b3.21(c) identifies each asset of SWGB Company or any of its Subsidiaries that as of November 30March 31, 2019 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between September 30, 2019 and November 30since March 31, 2019 and any sales of OREO between September 30March 31, 2019 and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Except as would not reasonably be expected to be material, each Loan held in SWGBCompany’s, Company Bank’s or any of its their respective Subsidiaries’ loan portfolio (each a “SWGB Company Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and perfected, (iii) was at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the Ordinary Course of Business of Company and its Subsidiaries and is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) is not the Enforceability Exceptionsubject of any written notice from an obligor asserting defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan. (de) All currently outstanding SWGB Company Loans were solicited and solicited, originated, administered, and have been administeredcurrently exist, and the relevant Loan files are being maintained, in material compliance with all applicable requirements of Law Law, the applicable loan documents, and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to each such outstanding SWGB Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB Company Loans that are not reflected in the written records of SWGB Company or its SubsidiaryCompany Bank, as applicable. All such SWGB Company Loans are owned by SWGB Company or its Subsidiary Company Bank free and clear of any Liens (other than blanket Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaDes Moines). No claims of defense as to the enforcement of any SWGB Company Loan have been asserted in writing against SWGB Company or any of its Subsidiaries Company Bank for which there is a reasonable possibility probability of a material an adverse determination, and SWGB neither Company nor Company Bank has no any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility probability of a material determination adverse determination to its SubsidiariesCompany Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Company Disclosure Schedule 3.22(d3.21(e), no SWGB Company Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Company Loan becoming subject to any third party servicing. (ef) Neither SWGB Except as would not reasonably be expected to be material, neither Company nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB Company or any of its Subsidiaries, and none of the agreements pursuant to which SWGB Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB Company nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans. (h) Neither Company nor any of its Subsidiaries has canceled, released or compromised any Loan, obligation, claim or receivable other than in the Ordinary Course of Business. (i) Company and Company Bank have not, since January 1, 2017, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director, executive officer, or principal shareholder (or equivalent thereof) of Company or any of its Subsidiaries (as such terms are defined in FRB Regulation O), except as permitted by Regulation O and that have been made in compliance with the provisions of Regulation O. Company Disclosure Schedule 3.21(i) identifies any loan or extension of credit maintained by Company and Company Bank to which Regulation O applies, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two (2) years preceding the date hereof.

Loans; Nonperforming and Classified Assets. (a) SWGB FPB Disclosure Schedule 3.22(a) sets forth all (i) loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB FPB or any of its Subsidiaries is a creditor which, as of November September 30, 20192018, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB FPB or any of its Subsidiaries, or to the Knowledge of SWGBFPB, any affiliate of any of the foregoing. Set forth in SWGB FPB Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB FPB and its Subsidiaries that, as of November September 30, 20192018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Florida Parishes Bank, SWGB FPB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Florida Parishes Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB FPB Disclosure Schedule 3.22(b) identifies each asset of SWGB FPB or any of its Subsidiaries that as of November 30August 31, 2019 2018 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30August 31, 2019 2018 as well as any assets classified as OREO between September 30December 31, 2019 2017 and November 30August 31, 2019 2018 and any sales of OREO between September 30December 31, 2019 2017 and November 30August 31, 20192018, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBFPB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB FPB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB FPB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB FPB Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB FPB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB FPB Loans that are not reflected in the written records of SWGB FPB or its Subsidiary, as applicable. All such SWGB FPB Loans are owned by SWGB FPB or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaDallas. No claims of defense as to the enforcement of any SWGB FPB Loan have been asserted in writing against SWGB FPB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB FPB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB FPB from third parties that are described on SWGB FPB Disclosure Schedule 3.22(d), no SWGB FPB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB FPB Loan becoming subject to any third party servicing. (e) Neither SWGB FPB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB FPB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB FPB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB FPB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB FPB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB FPB nor any of its Subsidiaries is now nor has it ever been since January 1, 20162015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Disclosure Schedule 3.22(a3.21(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB TB or any of its Subsidiaries is a creditor which, as of November September 30, 2019, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB TB or any of its Subsidiaries, or to the Knowledge of SWGBTB, any affiliate of any of the foregoing. Set forth in SWGB Disclosure on Schedule 3.22(a3.21(a) is a true, correct and complete list of (A) all of the Loans of SWGB TB and its Subsidiaries that, as of November September 30, 2019, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Timberwood Bank, SWGB TB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Timberwood Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB Disclosure Schedule 3.22(b3.21(b) identifies each asset of SWGB TB or any of its Subsidiaries that as of November September 30, 2019 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 as well as any assets classified as OREO between September 30, 2019 and November 30, 2019 and any sales of OREO between December 31, 2018 and September 30, 2019 and November 30, 2019, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBTB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB TB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB TB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the any Enforceability Exception. (d) All currently outstanding SWGB TB Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB TB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB TB Loans that are not reflected in the written records of SWGB TB or its Subsidiary, as applicable. All such SWGB TB Loans are owned by SWGB TB or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaChicago. No claims of defense as to the enforcement of any SWGB TB Loan have been asserted in writing against SWGB TB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB TB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB TB from third parties that are described on SWGB Disclosure Schedule 3.22(d3.21(d), no SWGB TB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB TB Loan becoming subject to any third party servicing. (e) Neither SWGB Except as set forth on Schedule 3.21(e), neither TB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB TB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB TB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB TB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB TB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB TB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB DBI Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB DBI or any of its Subsidiaries is a creditor which, as of November 30, 20192021, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB DBI or any of its Subsidiaries, or to the Knowledge of SWGBDBI, any affiliate of any of the foregoing. Set forth in SWGB DBI Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB DBI and its Subsidiaries that, as of November 30, 20192021, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Denmark State Bank, SWGB DBI or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Denmark State Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB DBI Disclosure Schedule 3.22(b) identifies each asset of SWGB DBI or any of its Subsidiaries that as of November 30, 2019 2021 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 2021 as well as any assets classified as OREO between September 30December 31, 2019 2020 and November 30, 2019 2021 and any sales of OREO between September 30December 31, 2019 2020 and November 30, 20192021, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBDBI’s or any of its Subsidiaries’ loan portfolio (each a “SWGB DBI Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB DBI and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB DBI Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB DBI Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB DBI Loans that are not reflected in the written records of SWGB DBI or its Subsidiary, as applicable. All such SWGB DBI Loans are owned by SWGB DBI or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaChicago. No claims of defense as to the enforcement of any SWGB DBI Loan have been asserted in writing against SWGB DBI or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB DBI has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB DBI from third parties that are described on SWGB DBI Disclosure Schedule 3.22(d), no SWGB DBI Loans are presently serviced by third parties and there is no obligation which could result in any SWGB DBI Loan becoming subject to any third party servicing. (e) Neither SWGB DBI nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB DBI or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB DBI or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB DBI or any of its Subsidiaries, and none of the agreements pursuant to which SWGB DBI or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB DBI nor any of its Subsidiaries is now nor has it ever been since January 1, 20162018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB SCB Disclosure Schedule 3.22(a) sets forth all (i) loans, loan agreements, notes notes, or borrowing arrangements and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees guarantees, and interest-bearing assets) (collectively, “Loans”) in which SWGB SCB or any of its Subsidiaries is a creditor which, as of November 30March 31, 20192021, were was over thirty (30) 30 days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer officer, or five percent (5%) % or greater shareholder of SWGB SCB or any of its Subsidiaries, or to the Knowledge of SWGBSCB, any affiliate of any of the foregoing. Set forth in SWGB SCB Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB SCB and its Subsidiaries that, as of November 30March 31, 20192021, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Sxxxxx County Bank, SWGB SCB, or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Sxxxxx County Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB SCB Disclosure Schedule 3.22(b) identifies each asset of SWGB SCB or any of its Subsidiaries that as of November 30March 31, 2019 2021 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30March 31, 2019 2021 as well as any assets classified as OREO between September 30December 31, 2019 2020 and November 30March 31, 2019 2021 and any sales of OREO between September 30December 31, 2019 2020 and November 30March 31, 20192021, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGBSCB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB SCB Loan”) (i) is evidenced by notes, agreements agreements, or other evidences of indebtedness that are true, genuine genuine, and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected perfected, and (iii) is a legal, valid valid, and binding obligation of SWGB SCB or any Subsidiary and the obligor named therein, and, assuming due authorization, execution execution, and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability ExceptionExceptions. (d) All currently outstanding SWGB SCB Loans were solicited and solicited, originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB SCB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB SCB Loans that are not reflected in the written records of SWGB SCB or its Subsidiary, as applicable. All such SWGB SCB Loans are owned by SWGB SCB or its Subsidiary Subsidiaries free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaCincinnati. No claims of defense as to the enforcement of any SWGB SCB Loan have been asserted in writing against SWGB SCB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB SCB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim counterclaim, or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB SCB or any Subsidiary from third parties that are described on SWGB SCB Disclosure Schedule 3.22(d), no SWGB SCB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB SCB Loan becoming subject to any third party servicing. (e) Neither SWGB SCB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB SCB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB SCB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB SCB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB SCB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB SCB nor any of its Subsidiaries is now nor has it ever been since January 1, 20162018, subject to any fine, suspension, settlement settlement, or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Company Disclosure Schedule 3.22(a3.21(a) (i) sets forth the aggregate outstanding principal amount of all Loans as of June 30, 2018, (iii) loans, loan agreements, notes contains a true and correct list of the borrowers with the 25 largest individual or borrowing arrangements and other aggregate extensions of credit from Company Bank, and (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsiii) (collectively, “Loans”) in which SWGB or any of its Subsidiaries is a creditor whichidentifies, as of November June 30, 20192018, were any Loans under the terms of which the obligor was over thirty (30) days or more delinquent in payment of principal or interestinterest or has been placed on nonaccrual status as of such date or that are, and to Company’s Knowledge, otherwise in material default for more than thirty (ii30) Loans with any director, executive officer or five percent days. (5%b) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Company Disclosure Schedule 3.22(a3.21(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries thatidentifies, as of November June 30, 20192018, were each Loan that was classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia BankCompany, SWGB Company Bank or any bank examiner, or that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability (collectively, “Criticized Loans”) together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount thereunder as of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAPdate. (bc) SWGB Company Disclosure Schedule 3.22(b3.21(c) identifies each asset of SWGB Company or any of its Subsidiaries that as of November June 30, 2019 2018 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between September since June 30, 2019 and November 30, 2019 2018 and any sales of OREO between September June 30, 2019 2018 and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Except as would not reasonably be expected to be material, each Loan held in SWGBCompany’s, Company Bank’s or any of its their respective Subsidiaries’ loan portfolio (each a “SWGB Company Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and perfected, (iii) was at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the Ordinary Course of Business of Company and its Subsidiaries and is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) is not the Enforceability Exceptionsubject of any written notice from an obligor asserting defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan. (de) All currently outstanding SWGB Company Loans were solicited and solicited, originated, administered, and have been administeredcurrently exist, and the relevant Loan files are being maintained, in material compliance with all applicable requirements of Law Law, the applicable loan documents, and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to each such outstanding SWGB Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB Company Loans that are not reflected in the written records of SWGB Company or its SubsidiaryCompany Bank, as applicable. All such SWGB Company Loans are owned by SWGB Company or its Subsidiary Company Bank free and clear of any Liens (other than blanket Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaDes Moines). No claims of defense as to the enforcement of any SWGB Company Loan have been asserted in writing against SWGB Company or any of its Subsidiaries Company Bank for which there is a reasonable possibility probability of a material an adverse determination, and SWGB neither Company nor Company Bank has no any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility probability of a material determination adverse determination to its SubsidiariesCompany Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Company Disclosure Schedule 3.22(d3.21(e), no SWGB Company Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Company Loan becoming subject to any third party servicing. (ef) Neither SWGB Except as would not reasonably be expected to be material, neither Company nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB Company or any of its Subsidiaries, and none of the agreements pursuant to which SWGB Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB Company nor any of its Subsidiaries is now nor has it ever been since January 1, 20162015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans. (h) Neither Company nor any of its Subsidiaries has canceled, released or compromised any Loan, obligation, claim or receivable other than in the Ordinary Course of Business. (i) Company and Company Bank have not, since January 1, 2016, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director, executive officer, or principal shareholder (or equivalent thereof) of Company or any of its Subsidiaries (as such terms are defined in FRB Regulation O), except as permitted by Regulation O and that have been made in compliance with the provisions of Regulation O. Company Disclosure Schedule 3.21(i) identifies any loan or extension of credit maintained by Company and Company Bank to which Regulation O applies, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two (2) years preceding the date hereof.

Loans; Nonperforming and Classified Assets. (a) SWGB SSNF Disclosure Schedule 3.22(a) ), sets forth all (i) loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”") in which SWGB SSNF or any of its Subsidiaries is a creditor which, as of November September 30, 20192017, were was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) % or greater shareholder of SWGB SSNF or any of its Subsidiaries, or to the Knowledge of SWGBSSNF, any affiliate of any of the foregoing. Set forth in SWGB SSNF Disclosure Schedule 3.22(a) is a true, correct and complete list of (A) all of the Loans of SWGB SSNF and its Subsidiaries that, as of November September 30, 20192017, were classified as “"Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “" "Classified,” “" "Criticized,” “" "Credit Risk Assets,” “" "Concerned Loans,” “" "Watch List” " or words of similar import by Southwest Georgia Sunshine Bank, SWGB SSNF or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Sunshine Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB SSNF Disclosure Schedule 3.22(b) identifies each asset of SWGB SSNF or any of its Subsidiaries that as of November September 30, 2019 2017 was classified as other real estate owned (“"OREO”") and the book value thereof as of November 30, 2019 2017 as well as any assets classified as OREO between September 30December 31, 2019 2016 and November 30, 2019 2017 and any sales of OREO between September 30December 31, 2019 2016 and November 30, 20192017, reflecting any gain or loss with respect to any OREO sold. (c) Each Loan held in SWGB’s SSNF's or any of its Subsidiaries’ ' loan portfolio (each a “SWGB "SSNF Loan”") (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB the SSNF and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB SSNF Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB SSNF Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB SSNF Loans that are not reflected in the written records of SWGB SSNF or its Subsidiary, as applicable. All such SWGB SSNF Loans are owned by SWGB SSNF or its Subsidiary free and clear of any Liens other than Liens a blanket lien on qualifying loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB SSNF Loan have been asserted in writing against SWGB SSNF or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB SSNF has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB SSNF from third parties that are described on SWGB SSNF Disclosure Schedule 3.22(d), no SWGB SSNF Loans are presently serviced by third parties and there is no obligation which could result in any SWGB SSNF Loan becoming subject to any third party servicing. (e) Neither SWGB SSNF nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB SSNF or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB SSNF or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB SSNF or any of its Subsidiaries, and none of the agreements pursuant to which SWGB SSNF or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB SSNF nor any of its Subsidiaries is now nor has it ever been since January 1, 20162014, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Except as set forth in Sound Bank Disclosure Schedule 3.22(a) sets forth all (i) loansSection 3.23, as of the Disclosure Date, neither Sound Bank nor any of its Subsidiaries was a party to any written or oral loan, loan agreementsagreement, notes note or borrowing arrangements and other extensions of credit arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in ), under the terms of which SWGB or any of its Subsidiaries is a creditor whichthe obligor was, as of November 30December 31, 20192016, were over thirty (30) 60 days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Sound Bank Disclosure Schedule 3.22(aSection 3.23 identifies (x) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries that, each Loan that as of November 30December 31, 2019, were 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Bank, SWGB Sound Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), thereunder and (By) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB Disclosure Schedule 3.22(b) identifies each asset of SWGB or any of its Subsidiaries Sound Bank that as of November 30December 31, 2019 2016 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30December 31, 2019 2016. Set forth in Sound Bank Disclosure Schedule Section 3.23 is a true and correct copy of Sound Bank’s Policy Exception Report as well as any assets classified as OREO between September 30of December 31, 2019 and November 30, 2019 and any sales of OREO between September 30, 2019 and November 30, 2019, reflecting any gain or loss with respect to any OREO sold2016. (cb) Each Loan held in SWGBSound Bank’s or any of its Subsidiaries’ loan portfolio (each a “SWGB Sound Bank Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) to Sound Bank’s Knowledge, is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exceptionbankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (dc) All currently outstanding SWGB Sound Bank Loans were solicited and originatedsolicited, and have been administeredoriginated and, currently exist in material compliance with all applicable requirements of Law and Sound Bank’s lending policies at the notes or other credit or security time of origination of such Sound Bank Loans, and the loan documents with respect to each such outstanding SWGB Sound Bank Loan are complete and correct in all material respectscorrect. There are no oral modifications or amendments or additional agreements related to the SWGB Sound Bank Loans that are not reflected in the written records of SWGB or its Subsidiary, as applicableSound Bank. All such SWGB Sound Bank Loans are owned by SWGB or its Subsidiary Sound Bank free and clear of any Liens Liens, other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan as set forth in Sound Bank of AtlantaDisclosure Schedule Section 3.23. No claims of defense as to the enforcement of any SWGB Sound Bank Loan have been asserted in writing against SWGB or any of its Subsidiaries Sound Bank for which there is a reasonable possibility of a material an adverse determination, and SWGB Sound Bank has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material an adverse determination to its SubsidiariesSound Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Sound Bank Disclosure Schedule 3.22(d)Section 3.23, no SWGB none of the Sound Bank Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Sound Bank Loan becoming subject to any third party servicing. (ed) Neither SWGB nor any of its Subsidiaries Sound Bank is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB or any of its Subsidiaries Sound Bank to repurchase from any such Person any Loan or other asset of SWGB or any of its SubsidiariesSound Bank, unless there is a material breach of a representation or covenant by SWGB Sound Bank or any of its Subsidiaries; and, and none of the agreements pursuant to which SWGB or neither Sound Bank nor any of its Subsidiaries has sold Loans or pools received notice of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account material breach of a payment default by the obligor on any such Loanrepresentation or covenant. (f) Neither SWGB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB SWBS Disclosure Schedule 3.22(a) sets forth all (i) loansidentifies any written loan, loan agreementsagreement, notes note or borrowing arrangements arrangement and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) to which SWBS or any of its respective Subsidiaries is a party (collectively, “Loans”) in ), under the terms of which SWGB or any of its Subsidiaries is a creditor which, as of November 30, 2019, were the obligor was over thirty sixty (3060) days or more delinquent in payment of principal or interestinterest as of August 31, and 2017. (iib) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB SWBS Disclosure Schedule 3.22(a3.22(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries that, as of November 30, 2019, were identifies each Loan that was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Bank, SWGB SWBS or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunderthereunder as of August 31, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAP2017. (bc) SWGB SWBS Disclosure Schedule 3.22(b3.22(c) identifies each asset of SWGB SWBS or any of its Subsidiaries that as of November 30December 31, 2019 2016 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30August 31, 2019 2017 as well as any assets classified as OREO between September 30December 31, 2019 2016 and November 30August 31, 2019 2017 and any sales of OREO between September 30December 31, 2019 2016 and November 30August 31, 20192017, reflecting any gain or loss with respect to any OREO sold. (cd) Each Loan held in SWGBSWBS’s or any of its Subsidiaries’ loan portfolio (each a “SWGB SWBS Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB the SWBS and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exceptionbankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (de) All currently outstanding SWGB SWBS Loans were solicited and originatedsolicited, and have been administeredoriginated and, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB SWBS Loan are materially complete and correct in all material respectscorrect. There are no oral modifications or amendments or additional agreements related to the SWGB SWBS Loans that are not reflected in the written records of SWGB SWBS or its Subsidiary, as applicable. All such SWGB SWBS Loans are owned by SWGB SWBS or its Subsidiary free and clear of any Liens other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaLiens. No claims of defense as to the enforcement of any SWGB SWBS Loan have been asserted in writing against SWGB SWBS or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB SWBS has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in SWBS Disclosure Schedule 3.22(d3.22(e), no SWGB SWBS Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB SWBS Loan becoming subject to any third party servicing. (ef) Neither SWGB SWBS nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB SWBS or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB SWBS or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB SWBS or any of its Subsidiaries, and none of the agreements pursuant to which SWGB SWBS or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB SWBS nor any of its Subsidiaries is now nor has it ever been since January 1, 20162014, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Company Disclosure Schedule 3.22(a3.21(a) (i) sets forth the aggregate outstanding principal amount of all Loans as of September 30, 2016, and (iii) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB or any of its Subsidiaries is a creditor whichidentifies, as of November September 30, 20192016, were any Loans under the terms of which the obligor was over thirty (30) days or more delinquent in payment of principal or interestinterest or has been placed on nonaccrual status as of such date or that are, and to Company’s Knowledge, otherwise in material default for more than thirty (ii30) Loans with any director, executive officer or five percent days. (5%b) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Company Disclosure Schedule 3.22(a3.21(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries thatidentifies, as of November September 30, 20192016, were each Loan that was classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia BankCompany, SWGB Company Bank or any bank examiner, or that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability (collectively, “Criticized Loans”) together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount thereunder as of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAPdate. (bc) SWGB Company Disclosure Schedule 3.22(b3.21(c) identifies each asset of SWGB Company or any of its Subsidiaries that as of November September 30, 2019 2016 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between since September 30, 2019 and November 30, 2019 2016 and any sales of OREO between September 30, 2019 2016 and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Except as would not reasonably be expected to be material, each Loan held in SWGBCompany’s, Company Bank’s or any of its their respective Subsidiaries’ loan portfolio (each a “SWGB Company Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and perfected, (iii) was at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the Ordinary Course of Business of Company and its Subsidiaries and is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) is not the Enforceability Exceptionsubject of any written notice from an obligor asserting defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan. (de) All currently outstanding SWGB Company Loans were solicited and solicited, originated, administered, and have been administeredcurrently exist, and the relevant Loan files are being maintained, in material compliance with all applicable requirements of Law Law, the applicable loan documents, and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to each such outstanding SWGB Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB Company Loans that are not reflected in the written records of SWGB Company or its SubsidiaryCompany Bank, as applicable. All such SWGB Company Loans are owned by SWGB Company or its Subsidiary Company Bank free and clear of any Liens (other than blanket Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta). No claims of defense as to the enforcement of any SWGB Company Loan have been asserted in writing against SWGB Company or any of its Subsidiaries Company Bank for which there is a reasonable possibility probability of a material an adverse determination, and SWGB neither Company nor Company Bank has no any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility probability of a material determination adverse determination to its SubsidiariesCompany Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Company Disclosure Schedule 3.22(d3.21(e), no SWGB Company Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Company Loan becoming subject to any third party servicing. (ef) Neither SWGB Except as would not reasonably be expected to be material, neither Company nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB Company or any of its Subsidiaries, and none of the agreements pursuant to which SWGB Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB Company nor any of its Subsidiaries is now nor has it ever been since January 1, 20162012, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans. (h) Neither Company nor any of its Subsidiaries has canceled, released or compromised any Loan, obligation, claim or receivable other than in the Ordinary Course of Business. (i) Company and Company Bank have not, since December 31, 2013, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director, executive officer, or principal shareholder (or equivalent thereof) of Company or any of its Subsidiaries (as such terms are defined in FRB Regulation O), except as permitted by Regulation O and that have been made in compliance with the provisions of Regulation O. Company Disclosure Schedule 3.21(i) identifies any loan or extension of credit maintained by Company and Company Bank to which Regulation O applies, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two (2) years preceding the date hereof.

Loans; Nonperforming and Classified Assets. (a) SWGB Disclosure Schedule 3.22(aSection 3.23(a) sets forth all (i) loansidentifies any written or oral loan, loan agreementsagreement, notes note or borrowing arrangements and other extensions of credit arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) held in the Bank’s loan portfolio (collectively, “Loans”) in ), under the terms of which SWGB or any of its Subsidiaries is a creditor which, as of November 30, 2019, were the obligor was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any interest as of the foregoing. Set forth in SWGB Balance Sheet Date and as of the date hereof. (b) Disclosure Schedule 3.22(aSection 3.23(b) is a true, correct and complete list of (A) all identifies each Loan that as of the Loans of SWGB and its Subsidiaries that, as of November 30, 2019, were Balance Sheet Date was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “Special Asset,” “Troubled Debt” or words of similar import by Southwest Georgia BankParent, SWGB the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAP. (bc) SWGB Disclosure Schedule 3.22(bSection 3.23(c) identifies each asset of SWGB the Bank or any of its Subsidiaries that as of November 30, 2019 the Balance Sheet Date was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between September 30, 2019 and November 30, 2019 since the Balance Sheet Date and any sales of OREO between September 30, 2019 the Balance Sheet Date and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Bank Loan held in SWGB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) to the Seller’s Knowledge, is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exceptionbankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (de) All currently outstanding SWGB Bank Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security Bank’s lending policies at the time of origination of such Bank Loans, and the loan documents with respect to each such outstanding SWGB Bank Loan are complete and correct in all material respectscorrect. There To Seller’s Knowledge, there are no oral modifications or amendments or additional agreements related to the SWGB Bank Loans that are not reflected in the written records of SWGB or its Subsidiary, as applicablethe Bank. All such SWGB Bank Loans are owned by SWGB or its Subsidiary the Bank free and clear of any Liens other than Liens on loans or commitments provided Liens, except that certain Bank Loans have been pledged as collateral to the Subsidiary by the Federal Home Loan Bank of Atlantaand to the Federal Reserve. No claims of defense as to the enforcement of any SWGB Bank Loan have been asserted in writing against SWGB or any of its Subsidiaries the Bank for which there is a reasonable possibility of a material an adverse determination, and SWGB the Seller has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material an adverse determination to its Subsidiariesthe Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Disclosure Schedule 3.22(dSection 3.23(e), no SWGB none of the Bank Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Bank Loan becoming subject to any third party servicing. (ef) Neither SWGB the Bank nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB the Bank or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB the Bank or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB the Bank or any of its Subsidiaries, and none of the agreements pursuant to which SWGB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Company Disclosure Schedule 3.22(a3.23(a) sets forth all (i) loansidentifies any written loan, loan agreementsagreement, notes note or borrowing arrangements arrangement and other extensions of credit (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) to which Company, Company Bank or any of their respective Subsidiaries is a party (collectively, “Loans”) in ), under the terms of which SWGB or any of its Subsidiaries is a creditor which, as of November 30, 2019, were the obligor was over thirty sixty (3060) days or more delinquent in payment of principal or interestinterest as of September 30, 2015 and (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any such list as of the foregoing. Set forth in SWGB date hereof. (b) Company Disclosure Schedule 3.22(a3.23(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries that, as of November 30, 2019, were identifies each Loan that was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia BankCompany, SWGB Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunderthereunder as of September 30, together with 2015 and such list as of the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAPdate hereof. (bc) SWGB Company Disclosure Schedule 3.22(b3.23(c) identifies each asset of SWGB Company or any of its Subsidiaries that as of November September 30, 2019 2015 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between since September 30, 2019 and November 30, 2019 2015 and any sales of OREO between September 30, 2019 2015 and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Loan held in SWGBCompany’s, Company Bank’s or any of its their respective Subsidiaries’ loan portfolio (each a “SWGB Company Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exceptionbankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (de) All currently outstanding SWGB Company Loans (to the extent such loans were solicited and originatednot originated by Company Bank, and have been administeredto Company’s Knowledge) were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and, to the extent originated by Company Bank, Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to each such outstanding SWGB Company Loan are complete and correct in all material respectscorrect. There are no oral modifications or amendments or additional agreements related to the SWGB Company Loans that are not reflected in the written records of SWGB Company or its SubsidiaryCompany Bank, as applicable. All such SWGB Company Loans are owned by SWGB Company or its Subsidiary Company Bank free and clear of any Liens (other than blanket Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta). No claims of defense as to the enforcement of any SWGB Company Loan have been asserted in writing against SWGB Company or any of its Subsidiaries Company Bank for which there is a reasonable possibility of a material an adverse determination, and SWGB neither Company nor Company Bank has no any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material an adverse determination to its SubsidiariesCompany Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Company Disclosure Schedule 3.22(d3.23(e), no SWGB Company Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Company Loan becoming subject to any third party servicing. (ef) Neither SWGB Company nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB Company or any of its Subsidiaries, and none of the agreements pursuant to which SWGB Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB Company nor any of its Subsidiaries is now nor has it ever been since January 1, 20162010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Company Disclosure Schedule 3.22(a3.21(a) (i) sets forth the aggregate outstanding principal amount of all Loans as of Xxxxx 00, 0000, (ixx) loans, loan agreements, notes contains a true and correct list of the borrowers with the 25 largest individual or borrowing arrangements and other aggregate extensions of credit from Company Bank, and (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsiii) (collectively, “Loans”) in which SWGB or any of its Subsidiaries is a creditor whichidentifies, as of November 30March 31, 20192017, were any Loans under the terms of which the obligor was over thirty (30) days or more delinquent in payment of principal or interestinterest or has been placed on nonaccrual status as of such date or that are, and to Company’s Knowledge, otherwise in material default for more than thirty (ii30) Loans with any director, executive officer or five percent days. (5%b) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Company Disclosure Schedule 3.22(a3.21(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries thatidentifies, as of November 30March 31, 20192017, were each Loan that was classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia BankCompany, SWGB Company Bank or any bank examiner, or that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability (collectively, “Criticized Loans”) together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount thereunder as of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAPdate. (bc) SWGB Company Disclosure Schedule 3.22(b3.21(c) identifies each asset of SWGB Company or any of its Subsidiaries that as of November 30March 31, 2019 2017 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between September 30since March 31, 2019 and November 30, 2019 2017 and any sales of OREO between September 30March 31, 2019 2017 and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Except as would not reasonably be expected to be material, each Loan held in SWGBCompany’s, Company Bank’s or any of its their respective Subsidiaries’ loan portfolio (each a “SWGB Company Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and perfected, (iii) was at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the Ordinary Course of Business of Company and its Subsidiaries and is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) is not the Enforceability Exceptionsubject of any written notice from an obligor asserting defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan. (de) All currently outstanding SWGB Company Loans were solicited and solicited, originated, administered, and have been administeredcurrently exist, and the relevant Loan files are being maintained, in material compliance with all applicable requirements of Law Law, the applicable loan documents, and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to each such outstanding SWGB Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB Company Loans that are not reflected in the written records of SWGB Company or its SubsidiaryCompany Bank, as applicable. All such SWGB Company Loans are owned by SWGB Company or its Subsidiary Company Bank free and clear of any Liens (other than blanket Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of AtlantaDes Moines). No claims of defense as to the enforcement of any SWGB Company Loan have been asserted in writing against SWGB Company or any of its Subsidiaries Company Bank for which there is a reasonable possibility probability of a material an adverse determination, and SWGB neither Company nor Company Bank has no any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility probability of a material determination adverse determination to its SubsidiariesCompany Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Company Disclosure Schedule 3.22(d3.21(e), no SWGB Company Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Company Loan becoming subject to any third party servicing. (ef) Neither SWGB Except as would not reasonably be expected to be material, neither Company nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB Company or any of its Subsidiaries, and none of the agreements pursuant to which SWGB Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB Company nor any of its Subsidiaries is now nor has it ever been since January 1, 20162015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans. (h) Neither Company nor any of its Subsidiaries has canceled, released or compromised any Loan, obligation, claim or receivable other than in the Ordinary Course of Business. (i) Company and Company Bank have not, since January 1, 2015, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director, executive officer, or principal shareholder (or equivalent thereof) of Company or any of its Subsidiaries (as such terms are defined in FRB Regulation O), except as permitted by Regulation O and that have been made in compliance with the provisions of Regulation O. Company Disclosure Schedule 3.21(i) identifies any loan or extension of credit maintained by Company and Company Bank to which Regulation O applies, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two (2) years preceding the date hereof.

Loans; Nonperforming and Classified Assets. (a) SWGB Company Party Disclosure Schedule 3.22(a3.23(a) (i) sets forth the aggregate outstanding principal amount of all Loans as of December 31, 2016 and (iii) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SWGB or any of its Subsidiaries is a creditor whichidentifies, as of November 30December 31, 20192016, were any Loans under the terms of which the obligor was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and interest or has been placed on nonaccrual status as of such date. (iib) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB Company Party Disclosure Schedule 3.22(a3.23(b) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries thatidentifies, as of November 30December 31, 20192016, were each Loan that was classified as “Other Loans Specially Mentioned”, “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Company, Company Bank, SWGB or any bank examiner, that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount thereunder as of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAPdate. (bc) SWGB Company Party Disclosure Schedule 3.22(b3.23(c) identifies each asset of SWGB Company or any of its Subsidiaries that as of November 30December 31, 2019 2016 was classified as other real estate owned (“OREO”) ), “other repossessed assets” or as an asset to satisfy Loans and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between September 30OREO, 2019 and November 30“other repossessed assets” or assets to satisfy Loans since December 31, 2019 2016 to the date hereof and any sales of OREO such assets between September 30December 31, 2019 2016 and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO such assets sold. (cd) Each Except as would not reasonably be expected to be material, each Loan held in SWGBCompany’s, Company Bank’s or any of its their respective Subsidiaries’ loan portfolio (each a “SWGB Company Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and perfected, (iii) to the extent guaranteed, such guarantees are valid and enforceable and (iv) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exceptionbankruptcy, insolvency, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (de) All currently outstanding SWGB Company Loans were solicited and solicited, originated, administered, and, currently exist, and have been administeredthe relevant Loan files are being maintained, in material compliance with all applicable requirements of Law Law, the applicable loan documents, and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to each such outstanding SWGB Company Loan are complete and correct in all material respects. There To the Company Parties’ Knowledge, there are no oral modifications or amendments or additional agreements related to the SWGB Company Loans that are not reflected in the written records of SWGB Company or its SubsidiaryCompany Bank, as applicable. All Except as set forth in Company Party Disclosure Schedule 3.23(e), all such SWGB Company Loans are owned by SWGB Company or its Subsidiary Company Bank free and clear of any Liens (other than Liens on loans or commitments provided to by the Subsidiary by Federal Reserve Bank of Chicago, the CIT Group/Commercial Services, Inc. and the Federal Home Loan Bank of AtlantaIndianapolis). No claims of defense as to the enforcement of any SWGB Company Loan have been asserted in writing against SWGB Company or any of its Subsidiaries Company Bank for which there is a reasonable possibility probability of a material an adverse determination, and SWGB neither Company nor Company Bank has no any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility probability of a material determination adverse determination to its SubsidiariesCompany Bank. Other than participation loans purchased by SWGB from third parties that are described on SWGB Except as set forth in Company Party Disclosure Schedule 3.22(d3.23(e), no SWGB Company Loans are presently serviced by third parties and there is no obligation which could result in any SWGB Loan becoming subject to any third party servicingparties. (ef) Neither SWGB Company nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB Company or any of its Subsidiaries, and none of the agreements pursuant to which SWGB Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (fg) Neither SWGB Company nor any of its Subsidiaries is now nor has it ever been since January 1, 20162015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage mortgage, commercial or consumer Loans. (h) Neither Company nor any of its Subsidiaries has canceled, released or compromised any Loan, obligation, claim or receivable other than in the Ordinary Course of Business. (i) Except as set forth in Company Party Disclosure Schedule 3.23(i), the Company Parties have not, since January 1, 2015, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal Loan to or for any director, executive officer, or principal shareholder (or equivalent thereof) of Company or any of its Subsidiaries (as such terms are defined in FRB Regulation O), except as permitted by Regulation O and that have been made in compliance with the provisions of Regulation O. Company Party Disclosure Schedule 3.23(i) identifies any Loan or extension of credit maintained by the Company Parties to which Regulation O applies, and there has been no default on, or forgiveness of waiver of, in whole or in part, any such Loan during the two (2) years preceding the date hereof. (j) Company and each Subsidiary of Company originating or making loans under or pursuant to loan or loan programs of the SBA or USDA, as applicable, is either an approved “lender,” “certified lender,” or “preferred lender”, as the case may be, under and pursuant to the SBA and USDA loan programs. Company and its Subsidiaries have at all times complied, in all material respects, with the rules and regulations of the loan and loan guarantee programs of each of the SBA and the USDA. Company and its Subsidiaries have complied in all material respects with the applicable provisions of Company’s and its Subsidiaries’ loan guarantee insurance policy with CIT Group, Inc. All Company Loans originated pursuant to or guaranteed by the SBA or USDA were (i) made pursuant to all applicable SBA or USDA (as the case may be) rules and regulations, (ii) met all applicable underwriting criteria necessary to qualify for the loan or loan guarantee programs of the SBA or USDA (as the case may be) and (iii) have been made on standard loan documents approved if required by the appropriate agency. All Company Loans originated pursuant to, guaranteed by or insured by that certain insurance policy between Company and Xxxxx XxXxxxx Inc., dated as of September 27, 2017 (the “Company Insurance Policy”) were made pursuant to the Insurance Policy and met all applicable underwriting criteria thereunder. As to each Company Loan which is indicated in the related loan file to be an SBA or USDA guaranteed loan, Company has complied in all material respects with applicable provisions of the guarantee contract and applicable Law, the guarantee is in full force and effect with respect to each such Company Loan, and, to Company’s Knowledge, there does not exist any material event or condition which, but for the passage of time or the giving of notice or both, would reasonably be expected to result in a revocation of any such guarantee or constitute adequate grounds for the SBA or USDA, as applicable, to refuse to provide guarantee payments thereunder. Company has delivered to Buyer a true and complete list of all SBA and USDA loans that are Company Loans indicating the loans for which the guaranteed portion has been sold. Neither Company nor any of its Subsidiaries is in breach of any warranty or representation made by it in connection with its origination and sale of the guaranteed portion of any SBA or USDA loan such that it is, or would reasonably expected to be, obligated to repurchase any such loan.

Loans; Nonperforming and Classified Assets. (a) SWGB Disclosure Schedule 3.22(aSection 3.23(a) sets forth all (i) loansidentifies any written or oral loan, loan agreementsagreement, notes note or borrowing arrangements and other extensions of credit arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) held in the Bank’s loan portfolio (collectively, “Loans”) in ), under the terms of which SWGB or any of its Subsidiaries is a creditor which, as of November 30, 2019, were the obligor was over thirty sixty (3060) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any interest as of the foregoing. Set forth in SWGB Balance Sheet Date and as of the date hereof. (b) Disclosure Schedule 3.22(aSection 3.23(b) is a true, correct and complete list of (A) all identifies each Loan that as of the Loans of SWGB and its Subsidiaries that, as of November 30, 2019, were Balance Sheet Date was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “Special Asset,” “Troubled Debt” or words of similar import by Southwest Georgia BankParent, SWGB the Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAP. (bc) SWGB Disclosure Schedule 3.22(bSection 3.23(c) identifies each asset of SWGB the Bank or any of its Subsidiaries that as of November 30, 2019 the Balance Sheet Date was classified as other real estate owned (“OREO”) and the book value thereof as of November 30, 2019 the date of this Agreement as well as any assets classified as OREO between September 30, 2019 and November 30, 2019 since the Balance Sheet Date and any sales of OREO between September 30, 2019 the Balance Sheet Date and November 30, 2019the date hereof, reflecting any gain or loss with respect to any OREO sold. (cd) Each Bank Loan held in SWGB’s or any of its Subsidiaries’ loan portfolio (each a “SWGB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) to Parent’s and the Bank’s Knowledge, is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exceptionbankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (de) All currently outstanding SWGB Bank Loans were solicited solicited, originated and originated, and have been administered, currently exist in material compliance with all applicable requirements of Law and the notes or other credit or security Bank’s lending policies at the time of origination of such Bank Loans, and the loan documents with respect to each such outstanding SWGB Bank Loan are complete and correct in all material respects. There To Parent’s and the Bank’s Knowledge, there are no oral modifications or amendments or additional agreements related to the SWGB Bank Loans that are not reflected in the written records of SWGB or its Subsidiary, as applicablethe Bank. All such SWGB Bank Loans are owned by SWGB or its Subsidiary the Bank free and clear of any Liens other than Liens on loans or commitments provided Liens, except that certain Bank Loans have been pledged as collateral to the Subsidiary by the Federal Home Loan Bank of Atlantaand to the Federal Reserve. No claims of defense as to the enforcement of any SWGB Bank Loan have been asserted in writing against SWGB or any of its Subsidiaries the Bank for which there is a reasonable possibility of a material an adverse determination, and SWGB has Parent and the Bank have no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material an adverse determination to its Subsidiariesthe Bank. Other than participation loans purchased by SWGB from third parties that are described Except as set forth on SWGB Disclosure Schedule 3.22(dSection 3.23(e), no SWGB none of the Bank Loans are presently serviced by third parties parties, and there is no obligation which could result in any SWGB Bank Loan becoming subject to any third party servicing. (ef) Neither SWGB the Bank nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB the Bank or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB the Bank or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB the Bank or any of its Subsidiaries, and none of the agreements pursuant to which SWGB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) SWGB Except as set forth in West Town Disclosure Schedule 3.22(a) sets forth all (i) loansSection 4.19, as of the Disclosure Date, neither West Town nor any of its Subsidiaries is a party to any written or oral loan, loan agreementsagreement, notes note or borrowing arrangements and other extensions of credit arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in ), under the terms of which SWGB or any of its Subsidiaries is a creditor whichthe obligor was, as of November 30December 31, 20192016, were over thirty (30) 60 days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of SWGB or any of its Subsidiaries, or to the Knowledge of SWGB, any affiliate of any of the foregoing. Set forth in SWGB West Town Disclosure Schedule 3.22(aSection 4.19 identifies (x) is a true, correct and complete list of (A) all of the Loans of SWGB and its Subsidiaries that, each Loan that as of November 30December 31, 2019, were 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Southwest Georgia Bank, SWGB WTBT or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), thereunder and (By) each Loan classified by Southwest Georgia Bank as a Troubled Debt Restructuring as defined by GAAP. (b) SWGB Disclosure Schedule 3.22(b) identifies each asset of SWGB or any of its Subsidiaries WTBT that as of November 30December 31, 2019 2016 was classified as other real estate owned (“OREO”) and the book value thereof as of November 30December 31, 2019 2016. Set forth in West Town Disclosure Schedule Section 4.19 is a true and correct copy of WTBT’s Policy Exception Report as well as any assets classified as OREO between September 30of December 31, 2019 and November 30, 2019 and any sales of OREO between September 30, 2019 and November 30, 2019, reflecting any gain or loss with respect to any OREO sold2016. (cb) Each Loan held in SWGBWTBT’s or any of its Subsidiaries’ loan portfolio (each a “SWGB West Town Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of SWGB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception. (d) All currently outstanding SWGB Loans were solicited and originated, and have been administered, in material compliance with all applicable requirements of Law and the notes or other credit or security documents with respect to each such outstanding SWGB Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the SWGB Loans that are not reflected in the written records of SWGB or its Subsidiary, as applicable. All such SWGB Loans are owned by SWGB or its Subsidiary free and clear of any Liens other than Liens on loans or commitments provided to the Subsidiary by the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any SWGB Loan have been asserted in writing against SWGB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SWGB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by SWGB from third parties that are described on SWGB Disclosure Schedule 3.22(d), no SWGB Loans are presently serviced by third parties and there is no obligation which could result in any SWGB Loan becoming subject to any third party servicing. (e) Neither SWGB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SWGB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SWGB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SWGB or any of its Subsidiaries, and none of the agreements pursuant to which SWGB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) Neither SWGB nor any of its Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.