Savannah Bancorp Inc Sample Contracts

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AGREEMENT AND PLAN OF MERGER by and between SCBT FINANCIAL CORPORATION, and THE SAVANNAH BANCORP, INC. Dated as of August 7, 2012
Agreement and Plan of Merger • August 10th, 2012 • Savannah Bancorp Inc • National commercial banks • Georgia

Agreement and Plan of Merger (this “Agreement”), dated as of August 7, 2012, by and between The Savannah Bancorp, Inc., a Georgia corporation (“Company”) and SCBT Financial Corporation, a South Carolina corporation (“Parent”). Certain capitalized terms have the meanings given to such terms in Article IX.

PROTOTYPE DEFINED CONTRIBUTION PLAN Sponsored By TRUST COMPANY OF STERNE AGEE, INC. BASIC PLAN DOCUMENT #01
Prototype Defined Contribution Plan • July 27th, 2011 • Savannah Bancorp Inc • National commercial banks

The Sponsor hereby establishes this Plan for use by its clients who wish to adopt a qualified retirement plan. This Plan shall be interpreted in a manner consistent with the intention of the adopting Employer that this Plan satisfies Internal Revenue Code Sections 401 and 501. Any Plan and Trust established hereunder shall be so established for the exclusive benefit of Plan Participants and their Beneficiaries and shall be administered under the following terms and conditions:

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Change in Control Agreement • November 19th, 2012 • Savannah Bancorp Inc • National commercial banks • Savannah
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Change in Control Agreement • August 15th, 2011 • Savannah Bancorp Inc • National commercial banks
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT THE SAVANNAH BANCORP, INC. Private Offering of up to 400,000 Shares of Common Stock
Subscription and Registration Rights Agreement • August 31st, 2005 • Savannah Bancorp Inc • National commercial banks • Georgia

This Subscription and Registration Rights Agreement (this "Agreement"), made as of the date set forth below by and between The Savannah Bancorp, Inc., a Georgia corporation (the "Company"), and the undersigned (the "Subscriber"), is intended to set forth certain representations, covenants and agreements between the Company and the Subscriber, with respect to the offering (the "Offering") for sale by the Company of shares (the "Shares") of the Company's common stock, par value $1.00 per share (the "Common Stock"), as described in the Company's Private Placement Memorandum dated August 12, 2005 (the "Memorandum"), a copy of which has been delivered to the Subscriber. The Shares are being offered by the Company through Sterne, Agee & Leach, Inc., as placement agent (the "Placement Agent").

THE SAVANNAH BANCORP, INC. (a Georgia corporation) 1,098,398 Shares of Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT June 9, 2010
Underwriting Agreement • June 15th, 2010 • Savannah Bancorp Inc • National commercial banks • Georgia
AGREEMENT BY AND BETWEEN The Savannah Bank National Association Savannah, Georgia and The Comptroller of the Currency
Agreement by And • March 30th, 2012 • Savannah Bancorp Inc • National commercial banks

The Savannah Bank National Association, Savannah, Georgia (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

Definitive Asset Purchase Agreement dated August 22, 2007 between Savannah Advisors, Inc., a wholly owned subsidiary of The Savannah Bancorp, Inc., and Minis & Co., Inc. ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 5th, 2007 • Savannah Bancorp Inc • National commercial banks • Georgia

This Asset Purchase Agreement (the "Agreement") is entered into as of August 3, 2007, by and between Minis & Co., Inc., as seller (hereinafter referred to as the "Seller"), Russell W. Carpenter, O. Thompson Smith, Mark I. Allen and A. Felton Jenkins III, the sole shareholders of Seller (hereinafter, individually referred to as a "Selling Shareholder" and collectively as the "Selling Shareholders"), and The Savannah Bancorp, Inc. ("Parent") and Savannah Advisors, Inc., the wholly owned subsidiary of Parent as buyer (hereinafter, the “Sub” or “Buyer”).

FIRST MODIFICATION TO AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • November 19th, 2012 • Savannah Bancorp Inc • National commercial banks • Georgia

THIS FIRST MODIFICATION TO AMENDED AND RESTATED PROMISSORY NOTE (this "Modification") is made and entered into as of the 24th day of October, 2012, to be effective as of September 29, 2012, by and among SAVB HOLDINGS, LLC, a Georgia limited liability company ("Maker"), and LEWIS BROADCASTING CORPORATION, a Georgia corporation ("Holder"), and amends in certain respects the Amended and Restated Promissory Note (the "Note") dated as of June 13, 2012, made by Maker in favor of Holder.

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • August 31st, 2005 • Savannah Bancorp Inc • National commercial banks

WHEREAS, the undersigned Subscriber has previously executed a Subscription and Registration Rights Agreement (the “Agreement”) with The Savannah Bancorp, Inc. (the “Company”) for the purchase of shares of common stock, par value of $1.00 per share, (the “Shares”) pursuant to that certain Confidential Private Placement Memorandum dated August 12, 2005 (the “Memorandum”); and

COMMERCIAL LEASE AGREEMENT TRIPLE NET WITH COMMON AREA MAINTENANCE ANNUAL COST OF LIVING ESCALATOR
Commercial Lease Agreement • March 3rd, 2006 • Savannah Bancorp Inc • National commercial banks • South Carolina

THIS COMMERCIAL LEASE AGREEMENT ("Lease") is made effective May 3, 2004 by and between PLATINUM COMMERCIAL REAL ESTATE, INC. a South Carolina corporation whose address is 17 Plumbridge, Hilton Head Island, South Carolina 29928 ("Landlord") and THE SAVANNAH BANK, N.A., a banking company organized under the laws of the United States, whose address is 25 Bull Street, 6th Floor, Savannah, Georgia, 31401 ("Tenant").

AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 14th, 2012 • Savannah Bancorp Inc • National commercial banks • Savannah

THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT is made and entered into as of August 8, 2012 by and between The Savannah Bancorp, Inc. (the “Company”) and John C. Helmken II (“Employee”).

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