Amendment to Agreement and Plan of Merger, dated as of November 12, 2021, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Sabal Palm Bancorp, Inc. and Sabal Palm Bank

Exhibit 2.1

AMENDMENT TO AGREEMENT AND

PLAN OF MERGER

This Amendment is made as of November 12, 2021 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 23, 2021 (the “Merger Agreement”), by and among Seacoast Banking Corporation of Florida, a Florida corporation (“SBC”), Seacoast National Bank, a national banking association and wholly owned subsidiary of SBC (“SNB” and collectively with SBC, “Seacoast”), Sabal Palm Bancorp, Inc., a Florida corporation (“Sabal Palm”) and Sabal Palm Bank, a Florida state-chartered bank and wholly-owned subsidiary of Sabal Palm (the “Bank” and collectively with Sabal Palm, the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

WHEREAS, the Parties desire to amend the terms of the Merger Agreement in accordance with the provision of Section 7.6 thereof as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

(v)           take any action or fail to take any action that will cause Sabal Palm’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than $29,124,000 at the Effective Time;

(j)            Sabal Palm Consolidated Tangible Shareholders’ Equity. Sabal Palm’s Consolidated Tangible Shareholders’ Equity as of the close of business on the fifth Business Day prior to the Closing Date shall be an amount not less than $29,124,000 and the Bank’s general allowance for loan and lease losses shall be an amount not less than 1.14% of total loans and leases outstanding. The parties agree that all of the Bank’s loans made pursuant to the Paycheck Protection Program shall be excluded from “total loans” for purposes of the Bank’s allowance for loan and lease losses.

(a) The definition of “Permitted Expenses” as defined in Section 7.1(a) of the Merger Agreement is amended and restated in its entirety as follows:

“Permitted Expenses” shall mean (i) the reasonable expenses of Sabal Palm and the Bank incurred in connection with the Merger and the Bank Merger (including fees and expenses of attorneys, accountants or other consultants as set forth in Section 7.1(b) of the Seacoast Disclosure Letter), (ii) the fee payable to Sabal Palm’s financial advisor in accordance with the engagement letter disclosed to Seacoast prior to the execution of this Agreement, and (iii) the change in control payments paid to each of Neil D. McCurry Jr., Richard J. Halloran, and Dave Froelich prior to the Closing Date.

(b) The definition of “Sabal Palm Target Consolidated Tangible Shareholders’ Equity” as defined in Section 7.1(a) of the Merger Agreement is amended and restated in its entirety as follows:

“Sabal Palm Target Consolidated Tangible Shareholders’ Equity” shall mean no less than $29,124,000.

(c) The following definition is removed from Section 7.1(a):

“Target Consolidated Tangible Shareholders’ Equity” shall mean $30.3 million.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first written above.

[Signature Page to Amendment to Agreement and Plan of Merger]