AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT
This Amendment to Purchase and Assumption Agreement (“Amendment”) is dated as of the 13 th day of May, 2008, by
and among Citrus Bank, National Association (“Citrus”), CIB Marine Bancshares, Inc. (“CIB” and collectively with Citrus, the
“Sellers”), 1 st United Bank (“Purchaser”) and l st United Bancorp, Inc. (“Parent”).
WHEREAS, Sellers and Purchaser are parties to that certain Purchase and Assumption Agreement, dated as of April 3,
2008 (the “Purchase Agreement”), and desire to amend the Purchase Agreement in certain respects more fully described
WHEREAS, terms not otherwise defined herein shall have the meanings assigned to such terms in the Purchase
NOW THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:
The following definitions shall be added to Section 1.1 of the Agreement:
“ Common Stock ” shall mean the common stock, par value $.01 per share, of Parent, with a stipulated price
per share of $11.00 for purposes of value and exchange in this Agreement. If the Parent declares a stock dividend
or effects a reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction
between the date of this Agreement and the Closing Date, the stipulated value for the Common Stock shall be
appropriately adjusted for the purposes of this definition to reflect the portion of the Purchase Price payable in
Common Stock as set forth in Section 3.1(a).
“ Earnout Amount ” shall have the meaning set forth in Section 3.6.
“ Earnout Determination Dates ” shall mean the first and second anniversaries of the Closing Date.
“ Parent ” shall mean 1 st Un