Coastal Banking Co Inc Sample Contracts

EXHIBIT 4.2 GUARANTEE AGREEMENT
Guarantee Agreement • July 6th, 2006 • Coastal Banking Co Inc • National commercial banks • New York
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EXHIBIT 4.3 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • July 6th, 2006 • Coastal Banking Co Inc • National commercial banks • Delaware
EXHIBIT 4.1 JUNIOR SUBORDINATED INDENTURE
Coastal Banking Co Inc • July 6th, 2006 • National commercial banks • New York
GUARANTEE AGREEMENT COASTAL BANKING COMPANY, INC. Dated as of May 18, 2004
Guarantee Agreement • March 19th, 2008 • Coastal Banking Co Inc • National commercial banks • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of May 18, 2004, is executed and delivered by Coastal Banking Company, Inc., incorporated in South Carolina (the "Guarantor"), and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"), for benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Coastal Banking Company Trust I, a Delaware statutory trust (the "Issuer").

AMENDED AND RESTATED TRUST AGREEMENT among
Trust Agreement • March 19th, 2008 • Coastal Banking Co Inc • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 30, 2006, among (i) Coastal Banking Company, Inc., a South Carolina corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Randolph C. Kohn, an individual, James L. Pate, an individual, and W. Gary Horn, an individual, each of whose address is c/o Coastal Banking Company, Inc., 36 Sea Island Pkwy, Beaufort, South Carolina 29907, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

GUARANTEE AGREEMENT between COASTAL BANKING COMPANY, INC., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of June 30, 2006 COASTAL BANKING COMPANY TRUST II
Guarantee Agreement • March 19th, 2008 • Coastal Banking Co Inc • National commercial banks • New York

GUARANTEE AGREEMENT, dated as of June 30, 2006, executed and delivered by COASTAL BANKING COMPANY, INC., a South Carolina corporation (the “Guarantor”) having its principal office at 36 Sea Island Pkwy, Beaufort, South Carolina, 29907, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Coastal Banking Company Trust II, a Delaware statutory trust (the “Issuer”).

PURCHASE AND SALES AGREEMENT CASH SALE
Purchase and Sales Agreement • September 1st, 1999 • Coastal Banking Co Inc
COMMON STOCK FORM OF
Coastal Banking Co Inc • September 1st, 1999 • South Carolina
EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2005 • Coastal Banking Co Inc • National commercial banks • Florida

This Employment Agreement (the "Agreement") is entered into this 6th day of April, 2005 (the "Effective Date"), by and among Coastal Banking Company, Inc. (the "Company"), First National Bank of Nassau County, a national bank organized under the laws of the United States (the "Bank") (the Company and the Bank are collectively referred to herein as the "Employer"), and Michael G. Sanchez (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2016 • Coastal Banking Co Inc • National commercial banks • Florida

THIS AGREEMENT is made as of the 19th day of November, 2015, to become effective as of the Effective Date (as hereinafter defined and subject to the contingencies provided for herein), by and between CBC National Bank, a national banking association (the “Employer”) and Jason S. Welborn, a resident of the State of Florida (the “Executive”).

RETENTION PAYMENT AND RESTRICTIVE COVENANTS AGREEMENT
Retention Payment And • January 22nd, 2016 • Coastal Banking Co Inc • National commercial banks • Florida

THIS RETENTION PAYMENT AND RESTRICTIVE COVENANTS AGREEMENT (the “Agreement”) is made on the 9th day of July, 2015 (the “Effective Date”) by and between CBC National Bank, a national banking association (the “Employer”), and W. Durand Childers (the “Employee”).

Re: Agreement and Plan of Merger by and between Coastal Banking Company, Inc., and First Avenue National Bank
Coastal Banking Co Inc • February 25th, 2016 • National commercial banks

We have acted as counsel to Coastal Banking Company, Inc., a South Carolina corporation (“Coastal”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of November 20, 2015 (the “Merger Agreement”) by and between Coastal and First Avenue National Bank, a bank organized under the laws of the United States (“First Avenue”). As set forth in the Merger Agreement, the parties intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and intend for the Merger Agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. Unless otherwise indicated, each capitalized term has the meaning ascribed to it in the Merger Agreement. This opinion is being delivered in connection with the preparation of Coastal’s Offering Statement on Form 1-A that is being filed herewith (the “Offering Statement”) with the Securities and Exchange Commission (the “Commission”) under the Sec

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR MICHAEL SANCHEZ FIRST NATIONAL BANK OF NASSAU COUNTY Fernandina Beach, Florida October 20, 2004 Financial Institution Consulting Corporation Memphis, Tennessee 38117 WATS: 1-800-873-0089 FAX:...
Income Agreement • May 12th, 2008 • Coastal Banking Co Inc • National commercial banks • Florida

This Executive Supplemental Retirement Income Agreement (the "Agreement"), effective as of the 20th day of October, 2004, formalizes the understanding by and between FIRST NATIONAL BANK OF NASSAU COUNTY (the "Bank"), a federally-chartered commercial bank having its principal place of business in Florida, and MICHAEL SANCHEZ (hereinafter referred to as "Executive").

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 6th, 2005 • Coastal Banking Co Inc • National commercial banks • South Carolina

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 6, 2005, by and between Coastal Banking Company, Inc. ("Coastal"), a corporation organized and existing under the laws of the State of South Carolina, with its principal office located in Beaufort, South Carolina, and First Capital Bank Holding Corporation ("First Capital"), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Fernandina Beach, Florida.

SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • April 6th, 2005 • Coastal Banking Co Inc • National commercial banks • South Carolina

This Salary Continuation Agreement (the "Agreement") is made this 6th day of April, 2005, by and among Coastal Banking Company, Inc., a South Carolina corporation (the "Company"), Lowcountry National Bank, a national bank organized under the laws of the United States (the "Bank") (the "Company and the Bank being referred to herein collectively as the "Employer") and James L. Pate (the "Executive").

FORM OF AMENDMENT TO DIRECTOR DEFERRED FEE AGREEMENTS WITH LADSON F. HOWELL, JAMES C. KEY, AND ROBERT B. PINKERTON
Coastal Banking Co Inc • March 17th, 2009 • National commercial banks

THIS THIRD AMENDMENT is adopted this 17th day of December, 2008, effective as of January 1, 2009, by and between CBC National Bank (formerly known as and currently doing business as Lowcountry National Bank), a nationally-chartered commercial bank with offices located in Beaufort, South Carolina (the “Company”), and _________________ (the “Director”).

FIRST AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS AMENDMENT is made as of the 17th day of December, 2008, by and among COASTAL BANKING COMPANY, INC. (f/k/a FIRST CAPITAL BANK HOLDING CORPORATION), a South Carolina corporation, CBC NATIONAL BANK (formerly known as and currently doing business as FIRST NATIONAL BANK OF NASSAU COUNTY), a national banking association (collectively, the “Employer”), and LEO DEAS III, a resident of the State of Florida (the “Executive”).

COASTAL BANKING COMPANY, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • September 22nd, 2011 • Coastal Banking Co Inc • National commercial banks • South Carolina

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the 24th day of August, 2011, by and between Coastal Banking Company, Inc. (the “Company”), a South Carolina corporation, and Michael G. Sanchez (the “Employee”).

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MERGER Q&A
Coastal Banking Co Inc • April 6th, 2005 • National commercial banks
SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • April 14th, 2006 • Coastal Banking Co Inc • National commercial banks • Florida

This Salary Continuation Agreement (the “Agreement”) is made this 19th day of January, 2005, by and among First Capital Bank Holding Corporation, a Florida corporation (the “Company”), First National Bank of Nassau County, a national bank organized under the laws of the United States (the “Bank”) (the “Company and the Bank being referred to herein collectively as the “Employer”) and Leo Deas III (the “Executive”).

RETENTION PAYMENT AGREEMENT
Retention Payment Agreement • January 22nd, 2016 • Coastal Banking Co Inc • National commercial banks • Florida

THIS RETENTION PAYMENT AGREEMENT (the “Agreement”) is made on the 19th day of November, 2015, to become effective as of the Effective Date (as hereinafter defined and subject to the contingencies provided for herein), by and between CBC National Bank, a national banking association (the “Employer”), and Jason S. Welborn (the “Employee”).

THIRD AMENDMENT TO THE LOWCOUNTRY NATIONAL BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENT FOR GARY HORN
Compensation Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS THIRD AMENDMENT is adopted this 17th day of December, 2008, effective as of January 1, 2009, by and between CBC National Bank (formerly known as and currently doing business as Lowcountry National Bank), a nationally-chartered commercial bank with offices located in Beaufort, South Carolina (the “Company”), and Gary Horn (the “Executive”).

COASTAL BANKING COMPANY, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • May 12th, 2008 • Coastal Banking Co Inc • National commercial banks • South Carolina

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the 21st day of March, 2008 by and between Coastal Banking Company, Inc. (the “Company”), a South Carolina corporation, and W. Gary Horn (the “Employee”).

AGREEMENT BY AND BETWEEN CBC National Bank Fernandina Beach, Florida and The Comptroller of the Currency
Coastal Banking Co Inc • August 28th, 2009 • National commercial banks

CBC National Bank, Fernandina Beach, Florida (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

FOURTH AMENDMENT TO THE LOWCOUNTRY NATIONAL BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENT FOR GARY HORN
Deferred Compensation Agreement • June 2nd, 2010 • Coastal Banking Co Inc • National commercial banks

THIS FOURTH AMENDMENT is adopted as of this 26th day of May, 2010, by and between CBC National Bank (formerly known and currently doing business as Lowcountry National Bank), a nationally-chartered commercial bank with offices located in Beaufort, South Carolina (the “Company”), and Gary Horn (the “Executive”).

AGREEMENT BY AND BETWEEN CBC National Bank Fernandina Beach, Florida and The Comptroller of the Currency
Coastal Banking Co Inc • November 13th, 2009 • National commercial banks

CBC National Bank, Fernandina Beach, Florida (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

AGREEMENT AND PLAN OF MERGER BY AND AMONG FIRST NATIONAL BANK OF NASSAU COUNTY, AMERIS BANCORP AND CAIRO BANKING COMPANY Dated as of July 13, 2006
Agreement and Plan of Merger • July 13th, 2006 • Coastal Banking Co Inc • National commercial banks • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 13, 2006, by and among FIRST NATIONAL BANK OF NASSAU COUNTY, a national banking association organized under the laws of the United States with its principal office located in Fernandina Beach, Florida (“First National”), on one hand, and AMERIS BANCORP, a Georgia corporation with its principal offices located in Moultrie, Georgia (“Ameris”), and CAIRO BANKING COMPANY, a Georgia state bank with its principal offices located in Cairo, Georgia (“Cairo”), on the other hand.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • July 31st, 2008 • Coastal Banking Co Inc • National commercial banks • South Carolina

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Randolph C. Kohn (“Executive”) and Coastal Banking Co., a South Carolina corporation (“Coastal”), and Lowcountry National Bank, a national bank (“LNB”; collectively, Coastal and LNB are the “Employer”).

THIS AGREEMENT CONTAINS A BINDING, IRREVOCABLE AGREEMENT TO ARBITRATE AND IS SUBJECT TO ARBITRATION PURSUANT TO TITLE 15, CHAPTER 48 (UNIFORM ARBITRATION ACT) OF THE CODE OF LAWS OF SOUTH CAROLINA
Employment Agreement • March 31st, 2009 • Coastal Banking Co Inc • National commercial banks • South Carolina

THIS AGREEMENT is made as of the 10th day of September, 2007, by and between COASTAL BANKING COMPANY, INC., a bank holding company organized under the laws of the State of South Carolina (the “Employer”), and PAUL R. GARRIGUES, a resident of the State of Florida (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Coastal Banking Co Inc • National commercial banks • Florida

This Employment Agreement (the “Agreement”) is entered into this 31st day of December, 2008 (the “Effective Date”), by and among Coastal Banking Company, Inc. (the “Company”), CBC National Bank (formerly known as and currently doing business as First National Bank of Nassau County), a national banking association (the “Bank”) (the Company and the Bank are collectively referred to herein as the “Employer”), and Michael G. Sanchez (the “Executive”).

Exhibit Number Description
Agreement and Plan of Merger • May 20th, 2005 • Coastal Banking Co Inc • National commercial banks • South Carolina
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