0001188112-10-001677 Sample Contracts

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 AGREEMENT

Agency Agreement • June 22nd, 2010 • Heritage Financial Group Inc • New York

• Contract Type
  Agency Agreement
• Filed
  June 22nd, 2010
• Company
  Heritage Financial Group Inc
• Jurisdiction
  New York

March 5, 2010

Engagement Agreement • June 22nd, 2010 • Heritage Financial Group Inc

• Contract Type
  Engagement Agreement
• Filed
  June 22nd, 2010
• Company
  Heritage Financial Group Inc

FORM OF AGREEMENT AND PLAN OF MERGER BY AND AMONG HERITAGE FINANCIAL GROUP, HERITAGE MHC AND HERITAGE FINANCIAL GROUP, INC.

Merger Agreement • June 22nd, 2010 • Heritage Financial Group Inc

• Contract Type
  Merger Agreement
• Filed
  June 22nd, 2010
• Company
  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.