AGREEMENT AND PLAN OF MERGER by and between UNITED COMMUNITY BANKS, INC., FIRST MIAMI BANCORP, INC. and ZAMBONI MERGER SUB, INC. Dated as of February 13, 2023Agreement and Plan of Merger • February 15th, 2023 • United Community Banks Inc • State commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 13, 2023, is entered into by and among United Community Banks, Inc., a Georgia corporation (“Parent”), First Miami Bancorp, Inc., a Delaware corporation (the “Company”) and Zamboni Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”).
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • February 15th, 2023 • United Community Banks Inc • State commercial banks • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 13, 2023 (“Agreement Date”), is entered into by and among (i) First Miami Bancorp, Inc., a Delaware corporation (the “Company”), (ii) United Community Banks, Inc., a Georgia corporation (“Parent”), and (iii) each person or entity executing this Agreement or a counterpart to this Agreement as a stockholder of the Company and listed on Exhibit A hereto (collectively, the “Stockholders” and each, a “Stockholder”).
