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Heritage Commerce Corp & United American Bank Agree to Merge

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ATBancorp Votes All Shares of United American in Favor of the Transaction

The Barack Ferrazzano Financial Institutions Group is acting as legal counsel to ATBancorp, a bank holding company which owns approximately 83% of United American Bank's (OTCBB:UABK)(“United American”) common stock and all of its preferred stock, in connection with the agreement and plan of merger of United American into Heritage Bank of Commerce. ATBancorp has agreed to vote all of its shares of United American in favor of the transaction.

Heritage Commerce Corp (NASDAQ: HTBK)(“Heritage”), the parent company of Heritage Bank of Commerce, will issue approximately 2.8 million of its shares of common stock to United American common and preferred shareholders in the merger. In addition, outstanding Series A Preferred Stock and Series B Preferred Stock will be exchanged for $9.1 million in cash at closing. As of September 30, 2017, United American had approximately $336.4 million in total assets and the merger transaction with Heritage is valued at approximately $44.2 million.

The board of directors of Heritage and United American have approved the transaction, which is subject to customary closing conditions. The transaction is subject to the approval of state and federal bank regulatory agencies and the shareholders of United American and other conditions specified in the agreement. Heritage does not need to obtain shareholder approval.

Barack Ferrazzano’s team was led by John E. Freechack, along with Robert M. Fleetwood and Abdul R. Mitha.

United American Bank

United American Bank is a full-service commercial bank located in San Mateo County with full service branches located in San Mateo, Redwood City and Half Moon Bay, California. The bank is dedicated to providing quality banking and financial services to businesses, professionals and individuals who prefer a high level of personalized client service and management. At September 30, 2017, the bank had approximately $336.4 million in assets, $225.0 million in net loans and $303.9 million in deposits. For more information, visit United American Bank on the web at www.unitedamericanbank.com.

Barack Ferrazzano Financial Institutions Group

Our 30-attorney Group has represented more than 250 financial institutions across the country. Our M&A experience is unparalleled—over the past decade, our Group ranked #1 in the Midwest region by number of announced bank and thrift merger and acquisition transactions, according to S&P Global Market Intelligence. The Financial Institutions Group was again named as one of the top financial institution groups in the nation in the U.S. News & Best Lawyers 2018 report.

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