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, 2023Merger Agreement • 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 AGREEMENTVoting 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”).
