AGREEMENT AND PLAN OF MERGER by and between INDEPENDENT BANK GROUP, INC. and SOUTHSTATE CORPORATION Dated May 17, 2024Merger Agreement • May 20th, 2024 • SouthState Corp • State commercial banks • Texas
TermSection Acceptable Confidentiality Agreement 6.14(a) Acquisition Proposal 6.14(a) Advisers Act 3.28(a) Advisory Agreement 3.29(a) Advisory Client 3.29(a) Affiliate 9.6 Agreement Preamble Alternative Acquisition Agreement 6.4(a) Applicable Agencies 3.4 Bank Merger Recitals Bank Merger Agreement 1.1(b) Bank Merger Certificates 1.1(b) Bank Merger Effective Time 1.1(b) BHC Act 3.1(a) Business Day 9.6 Cares Act 3.13(b) Certificates of Merger 1.3 Chosen Courts 9.9(b) Client Consent 6.2(a) Closing 1.2 Closing Date 1.2 Code Recitals Confidentiality Agreement 6.3(b) Continuing Employees 6.7(a) Effective Time 1.3 Enforceability Exceptions 3.3(a) Environmental Laws 3.17 ERISA 3.11(a) Exchange Act 3.6(c) Exchange Agent 2.1 Exchange Fund 2.1 Exchange Ratio 1.5(a) FDI Act 3.1(b) FDIC 3.1(b) Federal Reserve Board 3.4 Fraud 8.2(a) GAAP 3.1(a) Governmental Entity 3.4 IBTX Preamble IBTX 401(k) Plan 6.7(c) IBTX Bank Recitals IBTX Benefit Plans 3.11(a)
SUPPORT AGREEMENTSupport Agreement • May 20th, 2024 • SouthState Corp • State commercial banks • Texas
This Support Agreement (this “Agreement”), dated as of May 17, 2024, is entered into by and among SouthState Corporation, a South Carolina corporation (“SouthState”), and the undersigned shareholders (the “Shareholder”) of Independent Bank Group, Inc., a Texas corporation (“IBTX”).
