0001188112-11-000581 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 16th, 2011 • United Community Banks Inc • State commercial banks • Georgia

This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into this 22nd day of February, 2011, by and among UNITED COMMUNITY BANKS, INC., a Georgia corporation (the “Company”) ELM RIDGE OFFSHORE MASTER FUND, LTD (the “Master Fund”), and ELM RIDGE VALUE PARTNERS, L.P. (“Value Partners” and, together with the Master Fund, collectively, the “Shareholders”).

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