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Item 6.
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Indemnification of Directors and Officers.
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Subsection (a) of Section
14-2-851 of the Georgia Business Corporation Code (“GBCC”) provides that a corporation may indemnify an individual
who is party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) such individual
conducted himself or herself in good faith; and (2) such individual reasonably believed (A) in the case of conduct in his or her
official capacity, that such conduct was in the best interests of the corporation, (B) in all other cases, that such conduct was
at least not opposed to the best interests of the corporation, and (C) in the case of any criminal proceeding, that the individual
had no reasonable cause to believe that such conduct was unlawful. Subsection (c) of Section 14-2-851 of the GBCC provides that
the termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent
is not, of itself, determinative that the director did not meet the standard of conduct described in Section 14-2-851 of the GBCC.
Subsection (d) of Section 14-2-851 of the GBCC provides that a corporation may not indemnify a director in connection with a proceeding
by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined
that the director has met the relevant standard of conduct, or in connection with any proceeding with respect to conduct for which
he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving
action in his or her official capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854 of the GBCC, a court may order
a corporation to indemnify a director if such court determines, in view of all the relevant circumstances, that it is fair and
reasonable to indemnify or advance expenses to the director, even if the director has not met the relevant standard of conduct
set forth in subsections (a) and (b) of Section 14-2-851 of the GBCC, failed to comply with Section 14-2-853 of the GBCC, or was
adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the GBCC but if the
director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
Section 14-2-852 of
the GBCC provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.
Section 14-2-857 of
the GBCC provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding
because he or she is an officer of the corporation to the same extent as a director. If the officer is not a director (or if the
officer is a director but the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an
officer), the corporation may also indemnify and advance expenses to such officer to such further extent as may be provided by
the articles of incorporation or the bylaws of the corporation, by a resolution of the board of directors of the corporation, or
by contract, except for liability arising out of conduct that constitutes: (1) the appropriation, in violation of their duties,
of any business opportunity of the corporation; (2) acts or omissions which involve intentional misconduct or a knowing violation
of law; (3) the types of liability set forth in Section 14-2-832 of the GBCC; or (4) receipt of an improper personal benefit. An
officer of a corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 of the GBCC and
may apply to a court under Section 14-2-854 of the GBCC for indemnification or advances, in each case to the same extent to which
a director may be entitled to indemnification under those provisions. Finally, a corporation may also indemnify an employee or
agent who is not a director to the extent that, consistent with public policy, may be provided by its articles of incorporation
or bylaws, by general or specific action by its board of directors or by contract.
Article XI of the Articles
of Incorporation of Ameris provides that, except as may be limited by the GBCC or any successor law, no director shall be personally
liable to Ameris or any of its shareholders for monetary damages for breach of his or her duty of care or other duty as a director.
Article VII of
the Bylaws of Ameris provides that every person (and the heirs and legal representatives of such person) who is or was a
director or officer of Ameris or any other corporation of which he or she served as such at the request of Ameris and of
which Ameris directly or indirectly is a shareholder or creditor, or in which or in the stocks, bonds, securities or other
obligations of which Ameris is in any way interested, may be indemnified for any liability and expense resulting from any
threatened, pending or completed action, suit or proceeding, civil, criminal, administrative, arbitrative or investigative or
otherwise, or in connection with any appeal relating thereto, in which he or she may become involved, as a party or
prospective party or otherwise, by reason of any action taken or not taken in his or her capacity as a director or officer or
as a member of any committee appointed by the board of directors of Ameris to act for, in the interest of, or on behalf of
Ameris, whether or not he or she continues to be a director or officer at the time such liability or expense is incurred;
provided such person acted in good faith and (1) reasonably believed, in the case of conduct in the person’s official
capacity, that the conduct was in Ameris’s best interests; (2) reasonably believed, in all other cases, that the
conduct was at least not opposed to Ameris’s best interests; and (3) in the case of a criminal action or proceeding,
did not have reasonable cause to believe that his or her conduct was unlawful. The termination of any claim, action, suit or
proceeding, by judgment, order, compromise, settlement (with or without court approval) or conviction or upon a plea of
guilty or of nolo contendere, or its equivalent, does not create a presumption that a director or officer did not meet the
standards of conduct set forth in the Bylaws of Ameris. Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Article VII of the Bylaws of Ameris may be advanced by Ameris prior to the final
disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount, unless it is
ultimately determined that he or she is entitled to indemnification under the Bylaws of Ameris.
Notwithstanding the
foregoing, Article VII of Ameris’s Bylaws provides that no officer or director who was or is a party to any action or suit
by or in the right of Ameris to procure a judgment in its favor by reason of the fact that he or she is or was an officer or director
of Ameris or such other corporation can be indemnified in respect of any claim, issue or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his or her duty to Ameris, unless the court in which such action
or suit was brought determines that, despite the adjudication of liability and in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Article VII of Ameris’s
Bylaws further provides that every person (and the heirs and legal representatives of such person) referred to above who has been
wholly successful, on the merits or otherwise, with the respect to such claim, action, suit or proceeding is entitled to indemnification
as of right without any further action or approval by the board of directors of Ameris, and any indemnification otherwise pursuant
to the Bylaws of Ameris will be made at the discretion of Ameris, but only pursuant to a determination made in the manner set forth
in Section 14-2-855 of the GBCC that indemnification is permissible in the circumstances. Section 14-2-855 of the GBCC provides
that indemnification may be made where the person to be indemnified has met the relevant standard of conduct described above as
determined by a majority vote of a quorum consisting of disinterested directors of the board of directors, by duly selected independent
legal counsel or by a majority vote of the disinterested shareholders. The board of directors also may designate a special committee
of two or more disinterested directors to make this determination.
The rights of indemnification
provided in Article VII of Ameris’s Bylaws are in addition to: (1) any rights to which any director or officer may otherwise
be entitled under any bylaw, agreement, vote of shareholders or otherwise; and (2) the power of Ameris to purchase and maintain
insurance on behalf of any director or officer against any liability asserted against him or her and incurred by him or her in
such capacity, or arising out of his or her status as such, regardless of whether Ameris would have the power to indemnify against
such liability under the Bylaws of Ameris or otherwise.
Ameris’s Bylaws
further provide that any amendment to Article VII thereof that limits or otherwise adversely affects the right of indemnification,
advancement of expenses or other rights of any indemnified person thereunder shall, as to such indemnified person, apply only to
proceedings based on actions, events or omissions occurring after such amendment and after delivery of notice of such amendment
to the indemnified person so affected. Any indemnified person shall, as to any proceeding based on actions, events or omissions
occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses and
other rights under Article VII as in effect prior to such amendment.