UP TO 640,000 SHARES UNITED COMMUNITY BANKS, INC. COMMON STOCK PAR VALUE $1.00 PER SHARE SALES AGENCY AGREEMENTSales Agency Agreement • March 25th, 2014 • United Community Banks Inc • State commercial banks • New York
United Community Banks, Inc., a Georgia corporation (the “Company”), proposes to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent” or “you”), 640,000 shares (the “Shares”) of the common stock, par value $1.00 per share (“Common Stock”) of the Company, subject to the terms and conditions set forth in this Sales Agency Agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”). United Community Bank, a wholly-owned subsidiary of the Company (the “Bank”), is also a party to this Agreement.
