HERITAGE FINANCIAL GROUP, INC. (a Maryland corporation) 9,200,000 Shares of Common Stock (Subject to Increase to Up to 10,580,000 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • June 22nd, 2010 • Heritage Financial Group Inc • New York
March 5, 2010Heritage Financial Group Inc • June 22nd, 2010
FORM OF AGREEMENT AND PLAN OF MERGER BY AND AMONG HERITAGE FINANCIAL GROUP, HERITAGE MHC AND HERITAGE FINANCIAL GROUP, INC.Agreement and Plan of Merger • June 22nd, 2010 • Heritage Financial Group Inc
THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) dated as of , is made by and among Heritage Financial Group, a federal corporation (the “Mid-Tier Holding Company”), Heritage MHC, a federally chartered mutual holding company (the “Mutual Holding Company”), and Heritage Financial Group, Inc., a corporation organized under the laws of Maryland and wholly owned subsidiary of Heritage Financial Group (“Holding Company”). Capitalized terms have the respective meanings given them in the Plan of Conversion and Reorganization (the “Plan”) of Heritage MHC dated March 17, 2010, unless otherwise defined herein.
