Solera National Bancorp, Inc. Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this ___ day of __________, 2007, by and between Solera National Bank, a national banking association (“Bank”), and James C. Foster, an individual resident of the State of Colorado (“Executive”).

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CONSULTING AGREEMENT
Consulting Agreement • September 5th, 2007 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This Agreement (this “Agreement”) is entered into as of the 31st day of August, 2007, by and between Solera National Bancorp, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and James Perez Foster, an adult individual residing in the State of Colorado (the “Consultant”).

SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This Shareholder Warrant Agreement (“Agreement”) is executed as of this ____ day of _______, 2006 by Solera National Bancorp, Inc., a Delaware corporation (“Company”), in favor of the persons listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

ORGANIZER WARRANT AGREEMENT
Organizer Warrant Agreement • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This Organizer Warrant Agreement (“Agreement”) is executed as of this ____ day of _______, 2006 by Solera National Bancorp, Inc., a Delaware corporation (“Company”), in favor of the organizers listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

CONSULTING AGREEMENT
Consulting Agreement • September 5th, 2007 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This Agreement (this “Agreement”) is entered into as of the 31st day of August, 2007, by and between Solera National Bancorp, Inc. f/k/a Patria Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Mark J. Martinez, an adult individual residing in the State of Colorado (the “Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks

This Consulting Agreement (“Agreement”) is entered into on this 21st day of March, 2005, by and between Dan Hudson acting under the name of Bankmark & Financial Marketing Services (“Bankmark”), with offices at 5050 Quorum Drive, Suite 700, Dallas, TX 75254 and Patria Corporation (“Bank”), with organizational offices at 4695 Osage Drive, Boulder, CO 80303. Other references made to the term “Bank” represent the de novo bank and its organizers (the “Organizers”).

AMENDED AND RESTATED PRE-OPENING FUNDS AGREEMENT
Opening Funds Agreement • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This Amended and Restated Pre-Opening Funds Agreement (“Agreement”) is entered into as of the __ day of October 2006 by and among Solera National Bancorp, Inc. f/k/a Patria Corporation, a corporation organized under the laws of the State of Delaware (“Company”), and each of the undersigned individuals (each, an “Organizer”).

LEASE OF SPACE (Single-Story Office)
Lease of Space • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Colorado
STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • February 1st, 2018 • Solera National Bancorp, Inc. • National commercial banks • Colorado

Vesting Schedule: The Options shall become vested in accordance with Schedule 1 and are exercisable by Participant at any time between the date on which they vest and the expiration date, subject to the terms and conditions of the Agreement.

BUILDING LEASE
Lease • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks

THIS LEASE is made and entered into this the day of June, 2006, by and between 319 South Sheridan LLC, a Colorado limited liability company (“Landlord”) and Solera National Bancorp, Inc., a Delaware corporation (“Tenant”).

EXECUTIVE EMPLOYMENT AGREEMENT
Separation Agreement • September 14th, 2010 • Solera National Bancorp, Inc. • National commercial banks • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 10th day of September, 2010, by and between Solera National Bank, a national banking association (“Bank”), Solera National Bancorp, Inc., the Bank Holding Company, (“Company or Bank”) and Robert J. Fenton, an individual resident of the State of Colorado (“Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2017 • Solera National Bancorp, Inc. • National commercial banks

Reference is made to your offering circular dated November 14, 2017 (the “Offering Circular”). The undersigned understand that as stockholders of Solera National Bancorp, Inc. (the “Company”) owning at least two shares of the Company’s common stock as of December 15, 2017, they are being given subscription rights entitling them to subscribe for up to one share for every two shares of the Company’s common stock owned as of December 15, 2017, at a subscription price of $7.25 per share. The subscription rights are not transferable. The undersigned further understand that they are also being given an over-subscription privilege allowing them to subscribe for an addition share for every two shares owned as of December 15, 2017, also at a subscription price of $7.25 per share, subject to acceptance or rejection in our sole discretion. Unlike the subscription rights, the over-subscription privilege does not entitle you to purchase any specific number of shares. The Company reserves the right

SEPARATION AGREEMENT
Separation Agreement • January 10th, 2014 • Solera National Bancorp, Inc. • National commercial banks • Colorado

THIS SEPARATION AGREEMENT is entered into by and between Solera National Bank, a national banking association (the “Employer”), and Kathleen A. Stout (“Employee”) for good and valuable consideration, the sufficiency of which is hereby acknowledged.

PURCHASE AND ASSUMPTION AGREEMENT Dated as of August 5, 2010 Between LIBERTY SAVINGS BANK, FSB and SOLERA NATIONAL BANK
Purchase and Assumption Agreement • August 11th, 2010 • Solera National Bancorp, Inc. • National commercial banks • Colorado

PURCHASE AND ASSUMPTION AGREEMENT, dated as of August 5, 2010 between Liberty Savings Bank, FSB, a Federal Savings Bank with its principal offices at 2251 Rombach Avenue, Wilmington, Ohio 45177 (“Seller”), and Solera National Bank, a national bank, with its principal offices at 319 South Sheridan Blvd., Lakewood, Colorado 80226 (“Purchaser”).

SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • September 4th, 2007 • Solera National Bancorp, Inc. • State commercial banks • Delaware

This Shareholder Warrant Agreement (“Agreement”) is executed as of this day of , 2007 by Solera National Bancorp, Inc., a Delaware corporation (“Company”), in favor of the persons listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 15th, 2017 • Solera National Bancorp, Inc. • National commercial banks

The undersigned, having received and read your offering circular dated [·], 2017 (the “Offering Circular”), understand that as stockholders of Solera National Bancorp, Inc. (the “Company”) owning at least two shares of the Company’s common stock as of [·], 2017, they are being given subscription rights entitling them to subscribe for up to the number of shares of the Company’s common stock shown above, at a subscription price of $7.25 per share. The subscription rights are not transferable. The undersigned further understand that they are also being given an over-subscription privilege allowing them to subscribe for additional shares also at a subscription price of $7.25 per share, subject to acceptance or rejection in our sole discretion. Unlike the subscription rights, the over-subscription privilege does not entitle you to purchase any specific number of shares. The Company reserves the right to allocate shares and to accept such subscriptions in its sole discretion, and to reject a

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 1st, 2018 • Solera National Bancorp, Inc. • National commercial banks

Reference is made to your offering circular dated February 1, 2018 (the “Offering Circular”). The undersigned understand that as stockholders of Solera National Bancorp, Inc. (the “Company”) owning at least two shares of the Company’s common stock as of January 29, 2018, they are being given subscription rights entitling them to subscribe for up to one share for every two shares of the Company’s common stock owned as of January 29, 2018, at a subscription price of $7.25 per share. The subscription rights are not transferable. The undersigned further understand that they are also being given an over-subscription privilege allowing them to subscribe for an addition share for every two shares owned as of January 29, 2018, also at a subscription price of $7.25 per share, subject to acceptance or rejection in our sole discretion. Unlike the subscription rights, the over-subscription privilege does not entitle you to purchase any specific number of shares. The Company reserves the right to a

SEPARATION AGREEMENT
Separation Agreement • August 12th, 2009 • Solera National Bancorp, Inc. • National commercial banks • Colorado

THIS SEPARATION AGREEMENT is entered into on April 28, 2009 by and between Solera National Bank, a national banking association and Solera National Bancorp Inc., the bank holding company (collectively, “Bank”) and James C. Foster (“Employee”) (collectively, “the Parties”) for good and valuable consideration, the sufficiency of which is hereby acknowledged.

ECONOMIC AND APPLICATION AGREEMENT
Economic and Application Agreement • April 5th, 2006 • Solera National Bancorp, Inc.

This agreement made and entered into this 21 day of March, 2005, by and between Patria Corporation (hereinafter referred to as “Client”), whose mailing address is 4695 Osage Drive, Boulder, CO 80303 and Dan Hudson doing business under the name Bankmark (hereinafter referred to as “Consultant”), whose principle office is located at 5050 Quorum Drive, Suite 700, Dallas, TX 75254.

FOREST PARK OFFICE BUILDING LEASE
Office Lease • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Colorado

THIS LEASE is made and executed this 27th day of September, 2005, between FOREST PARK REALTY INVESTMENTS, LLC, A Colorado limited liability company (hereinafter referred to as "Landlord"), and Patria Corporation, Inc. ("Tenant").

PURCHASE AND ASSUMPTION AGREEMENT Dated as of February 15, 2013 Between LIBERTY SAVINGS BANK, FSB and SOLERA NATIONAL BANK
Purchase and Assumption Agreement • February 20th, 2013 • Solera National Bancorp, Inc. • National commercial banks • Colorado

PURCHASE AND ASSUMPTION AGREEMENT, dated as of February 15, 2013 between Liberty Savings Bank, FSB, a Federal Savings Bank with its principal offices at 120 W. Second Street, Dayton, Ohio 45402 (“Seller”), and Solera National Bank, a national bank, with its principal offices at 319 South Sheridan Blvd., Lakewood, Colorado 80226 (“Purchaser”).

SEPARATION AGREEMENT
Separation Agreement • March 26th, 2009 • Solera National Bancorp, Inc. • National commercial banks • Colorado

THIS SEPARATION AGREEMENT is entered into on November 14, 2008 by and between Solera National Bank, a national banking association and Solera National Bancorp Inc., the bank holding company (collectively, "Bank") and Paul M. Ferguson ("Executive") (collectively, "the Parties") for good and valuable consideration, the sufficiency of which is hereby acknowledged.

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UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY OFFICE OF THE COMPTROLLER OF THE CURRENCY TERMINATION OF THE AMENDED CONSENT ORDER BY AND BETWEEN SOLERA NATIONAL BANK, LAKEWOOD, COLORADO AND THE COMPTROLLER OF THE CURRENCY
Solera National Bancorp, Inc. • July 5th, 2012 • National commercial banks

WHEREAS, in an effort to protect the depositors, other customers and shareholders of Solera National Bank, Lakewood, Colorado (“Bank”), and to ensure the Bank’s operation in accordance with safe and sound banking practices and all applicable laws, rules, and regulations, the Bank and the Comptroller of the Currency of the United States of America (“Comptroller”), entered into an Amended Consent Order, dated December 16, 2010; and

SEPARATION AGREEMENT
Separation Agreement • April 2nd, 2014 • Solera National Bancorp, Inc. • National commercial banks • Colorado

THIS SEPARATION AGREEMENT is entered into by and between Solera National Bancorp, Inc. and Solera National Bank (collectively, the "Employer") and Robert J. Fenton ("Employee") for good and valuable consideration, the sufficiency of which is hereby acknowledged.

INFORMATION TECHNOLOGY SERVICES AGREEMENT BETWEEN FIDELITY INFORMATION SERVICES, INC. And SOLERA BANK, N.A. (IO)
Information Technology Services Agreement • October 17th, 2006 • Solera National Bancorp, Inc. • State commercial banks • Washington

THIS AGREEMENT by and between Fidelity Information Services, Inc., an Arkansas corporation with offices located at 601 South Lake Destiny Road, Suite 300, Maitland, Florida 32751 (“Fidelity”) and Solera Bank, N.A. (IO), with offices located at 6920 W. 38th Avenue, Wheat Ridge, Colorado 80033 (“Customer”) (each of Fidelity and Customer, a “party,” and collectively, the “parties”) is made as of the later of the dates on which the parties sign below (“Effective Date”).

SEPARATION AGREEMENT
Separation Agreement • September 5th, 2013 • Solera National Bancorp, Inc. • National commercial banks

THIS SEPARATION AGREEMENT is entered into by and between Solera National Bancorp, Inc. and Solera National Bank (collectively, the “Employer”) and Douglas Crichfield (“Employee”) for good and valuable consideration, the sufficiency of which is hereby acknowledged.

SEPARATION AGREEMENT
Separation Agreement • April 15th, 2011 • Solera National Bancorp, Inc. • National commercial banks • Colorado

THIS SEPARATION AGREEMENT is entered into by and between Solera National Bancorp, Inc. and Solera National Bank (collectively, the “Employer”) and Mark Martinez (“Employee”) for good and valuable consideration, the sufficiency of which is hereby acknowledged.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 6th, 2012 • Solera National Bancorp, Inc. • National commercial banks • Colorado

THIS AGREEMENT, entered effective the 30th day of November, 2012 (“Effective Date”) between Solera National Bank, a national banking association (“the Bank”), Residential Mortgage of Colorado, LLC (“RMOC”), a Colorado limited liability company, Kathleen Stout (“Ms. Stout”) and Scott Hovey (“Mr. Hovey”). RMOC, Ms. Stout and Mr. Hovey sometimes hereafter are called the “Selling Affiliates”. The Selling Affiliates and the Bank sometimes hereafter collectively are called the “Parties” and individually a “Party”.

EXECUTIVE EMPLOYMENT AGREEMENT
Separation Agreement • December 6th, 2012 • Solera National Bancorp, Inc. • National commercial banks • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 30th day of November, 2012, by and between Solera National Bank, a national banking association (“Employer”), and Kathleen A. Stout, an individual resident of the State of Colorado (“Executive”). Employer and Executive sometimes collectively are called the “Parties” and individually called a “Party.” In addition, Executive sometimes is called “Employee.”

ORGANIZER WARRANT AGREEMENT
Organizer Warrant Agreement • September 4th, 2007 • Solera National Bancorp, Inc. • State commercial banks • Colorado

This Organizer Warrant Agreement (“Agreement”) is executed as of this day of , 2007 by Solera National Bancorp, Inc., a Delaware corporation (“Company”), in favor of the organizers listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

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