A.            The Investment . Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 20,000 shares of a series of contingent convertible perpetual non-cumulative preferred stock, no par value, of the Company, having the terms set forth in Exhibit A (the “ Series B Preferred Stock ”).  The Series B Preferred Stock shall be convertible into shares of the Company’s no par value Common Stock (“ Common Stock ”) in accordance with the applicable terms set forth in Exhibit A .  Upon the conversion of the Series B Preferred Stock, the Company shall issue to Purchaser warrants (the “ Warrants ”) to purchase shares of Common Stock as described in this Agreement and in accordance with the terms and substantially in the form set forth in Exhibit B .

B.            The Securities . The term “ Securities ” refers collectively to (i) the shares of Series B Preferred Stock which are to be purchased or issued and acquired under this Agreement, (ii) the shares of Common Stock into which the Series B Preferred Stock is convertible, (iii) the Warrants that are issuable upon the conversion of the Series B Preferred Stock and (iv) the Common Stock for which the Warrants may be exercised in accordance with the terms thereof and of this Agreement. When purchased, the Series B Preferred Stock will be evidenced by share certificates incorporating the terms set forth in the Articles of Amendment creating the Series B Preferred Stock. The Articles of Amendment creating the Series B Preferred Stock (the “ Articles of Amendment ”) shall be made a part of the Company’s Amended and Restated Articles of Incorporation, as amended (the “ Articles of Incorporation ”) by the filing of the Articles of Amendment with the Secretary of State of Georgia (the “ Georgia Secretary ”).

1.1            Purchase .  On the terms and subject to the conditions set forth herein, Purchaser will purchase from the Company, and the Company will issue and sell to Purchaser, the number of Securities (at the purchase price) shown below:

(a)            Time and Date of Series B Closing . Subject to the satisfaction or waiver of the conditions set forth in this Section 1.2, the closing of the purchase and issuance of the Series B Preferred Stock (the “ Series B Closing ”) shall occur following the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions set forth in this Section 1.2 (other than those conditions that by their nature are to be satisfied at the Series B Closing, but subject to fulfillment or waiver of those conditions), at the offices of Troutman Sanders LLP located at 600 Peachtree Street, N.E., Atlanta, Georgia 30308, at __:__ _.m., Atlanta, Georgia time, on _______ __, 2009 or such other date and/or location as agreed by the parties.  The date of the Series B Closing is referred to as the “Series B Closing Date”.

(b)            Escrow Agreement .  As of the date of this Agreement, the Purchaser shall deposit the Aggregate Purchase Price for the Series B Preferred Stock listed in Section 1.1 (the “ Escrow Funds ”) with SunTrust Bank (the “ Escrow Agent ”), to be held in escrow pending the satisfaction or waiver of the conditions and obligations set forth in this Section 1.2, in accordance with the terms of an Escrow Agreement, by and among the Company, Sandler O’Neill & Partners, L.P. and the Escrow Agent, in substantially the form attached hereto as Exhibit C (the “ Escrow Agreement ”).

(1)            The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Series B Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Series B Closing of the following conditions:

(A)           no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Series B Closing or shall prohibit or restrict Purchaser or its Affiliates from owning, voting, or, subject to the receipt of approval of the Stockholder Proposal (defined herein), converting or exercising, any Securities in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, or any applicable industry self-regulatory organization (each, a “ Governmental Entity ”), and no written notice shall have been issued and not withdrawn by any federal or state banking regulator of competent jurisdiction, seeking to effect any of the foregoing; and

(B)           the shares of Common Stock into which the Series B Preferred Stock is convertible and for which the Warrants may be exercised shall have been authorized for listing on The NASDAQ Global Select Market or such other market on which the Common Stock is then listed or quoted, subject to official notice of issuance.

(2)           The obligation of Purchaser to effect the Series B Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Series B Closing of each of the following additional conditions:

(A)           the Company shall have performed in all material respects all other obligations required to be performed by it at or prior to the Series B Closing pursuant to this Agreement; and

(B)           Purchaser shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the condition set forth in Section 1.2(c)(2)(A) have been satisfied.

(3)           The obligation of the Company to effect the Series B Closing is also subject to the fulfillment or written waiver by the Company prior to the Series B Closing of each of the following additional conditions:

(A)           Purchaser has performed in all material respects all obligations required to be performed by it at or prior to the Series B Closing, as the case may be, under this Agreement; and

(B)           the Company shall have received a certificate signed by Purchaser or on behalf of Purchaser by an executive officer certifying to the effect that the condition set forth in Section 1.2(c)(3)(A) has been satisfied.

(d)            Delivery . Subject to the satisfaction or waiver on the Series B Closing Date of the applicable conditions to the Series B Closing in Section 1.2(c), on the Series B Closing Date:

(1)           the Company will deliver to Purchaser certificates representing the number of shares of Series B Preferred Stock listed in Section 1.1; and

(2)           the Purchaser will authorize the release of the Escrow Funds to the Company and will deliver all documentation and perform all actions required by the Escrow Agreement to release such Escrow Funds.

For the avoidance of doubt, following the occurrence of the Series B Closing, the obligations of the Company to deliver the Series B Preferred Stock on the Series B Closing Date and Purchaser to pay for the Series B Preferred Stock on the Series B Closing Date shall become irrevocable and unconditional save for the condition that the other party shall have made the required delivery of the Series B Preferred Stock or payment, as applicable, as stated in Sections 1.2(d)(1) and (2).

(a)           On or prior to the date hereof, the Company delivered to Purchaser and Purchaser delivered to the Company a schedule (a “ Disclosure Schedule ”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 2.2 with respect to the Company, or in Section 2.3 with respect to Purchaser, or to one or more covenants contained in Article III.

(b)           As used in this Agreement, the term “ Material Adverse Effect ” means any circumstance, event, change, development or effect that (1) is material and adverse to the business, assets, results of operations or financial condition of the Company and Company Subsidiaries taken as a whole or (2) would materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Series B Closing; provided , however , that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“ GAAP ”) or regulatory accounting principles generally applicable to banks, savings associations or their holding companies, (B) changes, after the date hereof, in applicable laws, rules and regulations or interpretations thereof by Governmental Entities, (C) actions or omissions of the Company expressly required by the terms of this Agreement or taken with the prior written consent of Purchaser, (D) changes in general economic, monetary or financial conditions, including changes in prevailing interest rates, credit markets, secondary mortgage market conditions or housing price appreciation/depreciation trends, (E) changes in the market price or trading volumes of the Common Stock or the Company’s other securities (but not the underlying causes of such changes), (F) the failure of the Company to meet any internal or public projections, forecasts, estimates or guidance (including guidance as to “earnings drivers”) for any period ending on or after December 31, 2008 (but not the underlying causes of such failure), (G) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism and (H) the public disclosure of this Agreement or the transactions contemplated hereby.

(c)           “ Previously Disclosed ” with regard to (1) a party, means information set forth on its Disclosure Schedule, and (2) the Company, means information publicly disclosed by the Company in (A) its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed by it with the Securities and Exchange Commission (“ SEC ”) on March 11, 2009 and as amended on April 30, 2009, (B) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 or (C) any Current Report on Form 8-K filed or furnished by it with the SEC since January 1, 2009 and publicly available prior to the date of this Agreement (excluding, in the case of all of the foregoing documents, any risk factor disclosures contained in such documents (whether or not included under the heading “Risk Factors”), any disclosure of risks included in any “forward-looking statements” disclaimer and other statements that are similarly non-specific or are predictive or forward-looking in nature).

2.2            Representations and Warranties of the Company .  Except as Previously Disclosed, the Company represents and warrants to Purchaser, as of the date of this Agreement and as of the Series B Closing Date, that:

(1)           The Company is a corporation duly organized and validly existing under the laws of the State of Georgia, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would have, individually or in the aggregate, a Material Adverse Effect, and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (“ BHC Act ”).

(2)           Each Company Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would have, individually or in the aggregate, a Material Adverse Effect, and has the corporate power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is being conducted. The Park Avenue Bank, a Georgia state-charted bank that is a member of the Federal Reserve System and is a wholly owned subsidiary of the Company (the “ Bank ”) is duly organized and validly existing under the laws of the State of Georgia and its deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation, and all premiums and assessments required to be paid in connection therewith have been paid when due. As used herein, “ Subsidiary ” means, with respect to any person, any corporation, partnership, joint venture, limited liability company or other entity (x) of which such person or a subsidiary of such person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof; and “ Company Subsidiary ” means any Subsidiary of the Company, including the Bank.

(b)            Capitalization . The authorized capital stock of the Company consists of 98,500,000 shares of no par value Common Stock and 1,500,000 shares of preferred stock, no par value, of the Company (the “ Company Preferred Stock ”). As of the date hereof, there are 9,324,407 shares of Common Stock outstanding, no shares of Company Preferred Stock outstanding, and 699,565 shares of Common Stock are reserved for issuance upon exercise of outstanding stock options. Except for the foregoing, and except for (a) shares issued or reserved for issuance pursuant to employee equity awards outstanding or granted after the date hereof in the ordinary course of business consistent with past practice, (b) any equity that may be issued under the U.S. Treasury Department’s Troubled Asset Relief Program Capital Purchase Program or any successor program thereof and (c) equity that may be issued pursuant to the investment agreements entered into on March 5, 2009 in