] Shares NATIONAL COMMERCE CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2015 • National Commerce Corp • National commercial banks • New York
swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) publicly disclose the intention to make any such offer, pledge, sale or disposition, or to enter into any such swap, hedge, transaction or other arrangement. For the avoidance of doubt, if the undersigned is an officer or director of the Company, the undersigned acknowledges that the foregoing restrictions shall be applicable to any shares of Common Stock the undersigned may purchase through the directed-share program of the Public Offering.
RETIREMENT BENEFITS AGREEMENTRetirement Benefits Agreement • November 9th, 2018 • National Commerce Corp • National commercial banks • Alabama
This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made effective as of the 1st day of January, 2016, by and between John R. Bragg an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”).
AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENTAgreement to Terminate Employment Agreement • March 4th, 2019 • National Commerce Corp • National commercial banks • Delaware
THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and William E. Matthews, V (the “Executive”) this 23rd day of November, 2018 (the “Agreement Date”).
AMENDMENT NUMBER ONE TORetirement Benefits Agreement • December 18th, 2018 • National Commerce Corp • National commercial banks
This Amendment Number One to the 2018 Supplemental Benefits Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between William E. Matthews, V, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”).
AMENDMENT NUMBER ONE TOSplit-Dollar Agreement • December 18th, 2018 • National Commerce Corp • National commercial banks
This Amendment Number One to the 2018 Split-Dollar Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Richard Murray, IV, an individual (“Insured”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”).
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • November 9th, 2018 • National Commerce Corp • National commercial banks • Alabama
This SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2016, by and between Michael D. Goodson, Jr., an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”).
EXECUTIVE Employment AGREEMENTExecutive Employment Agreement • November 9th, 2018 • National Commerce Corp • National commercial banks • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and between Robert B. Aland (“Executive”) and NATIONAL BANK OF COMMERCE, a national banking association (“NBC” or the “Bank”).
Contract2018 Split-Dollar Agreement • September 17th, 2018 • National Commerce Corp • National commercial banks • Alabama
This 2018 SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 12th day of September, 2018, by and between Richard Murray, IV, an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”).
EXECUTIVE Employment AGREEMENTExecutive Employment Agreement • March 9th, 2018 • National Commerce Corp • National commercial banks • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and among John R. Bragg (“Executive”), NATIONAL COMMERCE CORPORATION, a Delaware corporation (“NCC”), and NATIONAL BANK OF COMMERCE, a national banking association (“NBC”). NCC and NBC are collectively referred to herein as the “Bank.”
STOCK OPTION Granted by 1ST MANATEE BANK under the 1ST MANATEE BANK2015 Stock Option Plan • May 10th, 2018 • National Commerce Corp • National commercial banks
This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2015 Stock Option Plan (the “Plan”) of 1st Manatee Bank (the “Bank”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board of Directors shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined shall have the same meaning as in the Plan.
September 14, 2015National Commerce Corp • September 14th, 2015 • National commercial banks
This letter is in response to your request pursuant to Section 9.1(e) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of section 368 of the Code.1 In rendering this opinion, we have relied upon the facts presented to us in (i) the Agreement and (ii) the Proxy Statement-Prospectus of RBF and NCC filed with the Securities and Exchange Commission as part of NCC’s Registration Statement on Form S-4, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of NCC and representations of management of RBF set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Prospectus, Certificates and any o
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2014 • National Commerce Corp • National commercial banks • Alabama
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 15, 2008 by and between AMERICUS FINANCIAL SERVICES, INC., an Alabama corporation (the “Company”) and RMB HOLDINGS, LLC, an Alabama limited liability company (the “Investor”). The Investor, together with any other Persons who shall be valid transferees of Registrable Securities (as hereinafter defined) and execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder.”
AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and NATIONAL COMMERCE CORPORATION Dated as of November 23, 2018Agreement and Plan of Merger • November 26th, 2018 • National Commerce Corp • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and National Commerce Corporation, a Delaware corporation (“NCC” and, together with CenterState, the “Parties” and each a “Party”).
OPTION TERMINATION AGREEMENTOption Termination Agreement • June 19th, 2017 • National Commerce Corp • National commercial banks • Florida
THIS OPTION TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2017, by and between Patriot Bank, a Florida banking corporation (“PB”), and the undersigned holder (the “Optionee”) of outstanding options (the “Options”) to purchase shares of common stock, par value $1.00 per share, of PB upon exercise of such Options. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below). Should any of the terms of this Agreement conflict with the terms of the Merger Agreement, the terms of the Merger Agreement shall control.
REAL ESTATE SALES AGREEMENTReal Estate Sales Agreement • August 11th, 2017 • National Commerce Corp • National commercial banks • Alabama
THIS REAL ESTATE SALES AGREEMENT (this “Agreement”) entered into as of the 3rd day of May, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (“Seller”), and NATIONAL BANK OF COMMERCE, a national banking association (“Buyer”).
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • June 8th, 2018 • National Commerce Corp • National commercial banks • Delaware
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 24th day of April, 2018, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein).
FIRST AMENDMENT TO REAL ESTATE SALES AGREEMENTReal Estate Sales Agreement • August 11th, 2017 • National Commerce Corp • National commercial banks
THIS FIRST AMENDMENT TO REAL ESTATE SALES AGREEMENT (“First Amendment”) is made effective as of June 26, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (the “Seller”), and NATIONAL BANK OF COMMERCE, a national banking association (the “Buyer”).
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • October 21st, 2016 • National Commerce Corp • National commercial banks • Delaware
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the ______ day of ____________, 2016, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (the “Shareholder”) of Common Stock (as defined herein).
1ST MANATEE BANK STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2018 • National Commerce Corp • National commercial banks
NATIONAL COMMERCE CORPORATIONUnderwriting Agreement • May 19th, 2016 • National Commerce Corp • National commercial banks • New York
National Commerce Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriter named in Schedule I hereto (the “Underwriter”), for whom you are acting as representative (the “Representative”), and the Underwriter agrees to purchase pursuant to this Underwriting Agreement (this “Agreement”), an aggregate of $25,000,000 of the Company’s 6.0% Fixed-to-Floating Rate Subordinated Notes due June 1, 2026 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Date, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
LANDMARK BANCSHARES, INC. FIRST LANDMARK BANK STOCK OPTION AGREEMENT WITH ______________ [ENTER NAME]Stock Option Agreement • June 8th, 2018 • National Commerce Corp • National commercial banks
THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into effective as of the ___ day of ___________, 201_, by and between LANDMARK BANCSHARES, INC. (the “Bank”) and ______________ [ENTER NAME], a resident of the State of Georgia (the “Optionee”) and an employee of the Bank. This Option Agreement is entered into by the Bank and the Optionee pursuant to the First Landmark Bank’s 2008 Stock Option Plan (the “Plan”), as amended July 1, 2015 to reflect the formation of Landmark Bancshares, Inc. The Plan, as amended, is incorporated herein by reference and made a part of this Option Agreement. Defined terms in the Plan shall have the same meaning herein.
INCENTIVE STOCK OPTION AWARD PURSUANT TO THE PRIVATE BANCSHARES, INC.Incentive Stock Option Award • October 21st, 2016 • National Commerce Corp • National commercial banks • Georgia
THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between PRIVATE BANCSHARES, INC. (the “Company”), a Georgia corporation, and _______________ (the “Optionee”).
FIRST AMENDMENT TO THE MIDTOWN BANK & TRUST COMPANYNational Commerce Corp • June 8th, 2018 • National commercial banks
THIS FIRST AMENDMENT is made as of July 1, 2015, by Landmark Bancshares, Inc. (the “Company”), as successor to First Landmark Bank and Midtown Bank & Trust Company.
FIRST AMENDMENT TO THE FIRST LANDMARK BANKNational Commerce Corp • June 8th, 2018 • National commercial banks
THIS FIRST AMENDMENT is made as of July 1, 2015, by Landmark Bancshares, Inc. (the “Company”), as successor to First Landmark Bank (“First Landmark”).
NATIONAL COMMERCE CORPORATION, CENTERSTATE BANK CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, Paying Agent and Registrar SECOND SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 (to be effective as of 12:01 a.m. Eastern...Supplemental Indenture • April 1st, 2019 • National Commerce Corp • National commercial banks • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 29, 2019 (to be effective as of 12:01 a.m. Eastern Time on April 1, 2019), by and among NATIONAL COMMERCE CORPORATION, a Delaware corporation (the “Company”), CENTERSTATE BANK CORPORATION, a Florida corporation (“CenterState”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association, as trustee (the “Trustee”), Registrar and Paying Agent.
INCENTIVE STOCK OPTION AWARD PURSUANT TO THE MIDTOWN BANK & TRUST COMPANYIncentive Stock Option Award • June 8th, 2018 • National Commerce Corp • National commercial banks • Georgia
THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between MIDTOWN BANK & TRUST COMPANY (the “Bank”), a bank organized under the laws of the state of Georgia, and _______________ (the “Participant”).
SHADES CREEK PLAZA BIRMINGHAM, ALABAMA OFFICE LEASEOffice Lease • August 18th, 2014 • National Commerce Corp • Alabama
THIS OFFICE LEASE (this “Lease”) is made and entered into on the 8th day of March, 2011, between SHADES PARKWAY, L.L.C., with an address at P.O. Box 530441 Birmingham, Alabama 35253 (hereinafter called the “Landlord”) and NATIONAL BANK OF COMMERCE, with an address at 813 Shades Creek Plaza Suite 100, Birmingham, Alabama 35209 (hereinafter called the “Tenant”).
AGREEMENT AND PLAN OF MERGER by and between NATIONAL COMMERCE CORPORATION (a Delaware corporation) and FIRSTATLANTIC FINANCIAL HOLDINGS, INC. (a Florida corporation) Dated as of August 16, 2017Agreement and Plan of Merger • August 16th, 2017 • National Commerce Corp • National commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 16, 2017, by and between National Commerce Corporation (“NCC”), a corporation organized and existing under the Laws of the State of Delaware, with its principal office in Birmingham, Alabama; and FirstAtlantic Financial Holdings, Inc. (“FFHI”), a corporation organized and existing under the Laws of the State of Florida, with its principal office in Jacksonville, Florida.
960,000 Shares National Commerce Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2017 • National Commerce Corp • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and among NATIONAL COMMERCE CORPORATION (a Delaware corporation) NATIONAL BANK OF COMMERCE (a national banking association) and REUNION BANK OF FLORIDA (a Florida banking corporation) Dated as of July 7, 2015Agreement and Plan of Merger • July 8th, 2015 • National Commerce Corp • National commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 7, 2015, by and between NATIONAL COMMERCE CORPORATION (“NCC”), a corporation organized and existing under the Laws of the State of Delaware, with its principal office in Birmingham, Alabama; NATIONAL BANK OF COMMERCE (“NBC”), a national banking association organized and existing under the Laws of the United States, with its principal office in Birmingham, Alabama; and REUNION BANK OF FLORIDA (“RBF”), a Florida banking corporation, with its principal office in Tavares, Florida.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among THE MEMBERS OF CBI HOLDING COMPANY, LLC, NATIONAL BANK OF COMMERCE and SEXTON INVESTMENTS LLC, AS SELLERS’ REPRESENTATIVE Dated as of August 29, 2014Membership Interest Purchase Agreement • September 30th, 2014 • National Commerce Corp • National commercial banks • Alabama
This Membership Interest Purchase Agreement (this “Agreement”) is made as of August 29, 2014, by and among Sexton’s, Inc., an Alabama corporation, Sexton Investments LLC, an Alabama limited liability company (“Sexton Investments”), Britt Sexton, an individual resident of the State of Alabama, Britt Sexton , solely in his capacity as trustee of the William Grayson Sexton Trust, Britt Sexton, solely in his capacity as trustee of the Alysa Trotter Sexton Trust, James R. Thompson, III, an individual resident of the State of Alabama, Dan David, an individual resident of the State of Alabama, Mike Curl, an individual resident of the State of Alabama, Christopher B. Harmon, an individual resident of the State of Alabama, Doug Fisher, an individual resident of the State of Alabama, and Stratton Orr, an individual resident of the State of Alabama (collectively, the “Sellers”); National Bank of Commerce, a national banking association (the “Buyer”); and Sexton Investments, as Sellers’ Representa
CBI HOLDING COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 30, 2014Limited Liability Company Agreement • September 30th, 2014 • National Commerce Corp • National commercial banks • Alabama
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CBI HOLDING COMPANY, LLC (the “Company”), dated as of September 1, 2014, is entered into by and between National Bank of Commerce, a national banking association (“NBC”), and Factor, LLC, an Alabama limited liability company (“Factor LLC”; together with NBC, the “Members”).
June 19, 2017National Commerce Corp • June 19th, 2017 • National commercial banks
This letter is in response to your request pursuant to Section 9.1(e) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of section 368 of the Code.1 In rendering this opinion, we have relied upon the facts presented to us in the Agreement and the Proxy Statement-Prospectus of PB and NCC filed with the Securities and Exchange Commission as part of NCC’s Registration Statement on Form S-4, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of NCC and representations of management of PB set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Prospectus, Certificates and any other docume
AGREEMENT AND PLAN OF MERGER by and among NATIONAL COMMERCE CORPORATION (a Delaware corporation) NATIONAL BANK OF COMMERCE (a national banking association) and PREMIER COMMUNITY BANK OF FLORIDA (a Florida banking corporation) Dated as of March 20, 2018Agreement and Plan of Merger • March 21st, 2018 • National Commerce Corp • National commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 20, 2018, by and between National Commerce Corporation (“NCC”), a corporation organized and existing under the Laws of the State of Delaware, with its principal office in Birmingham, Alabama; National Bank of Commerce (“NBC”), a national banking association organized and existing under the Laws of the United States, with its principal office in Birmingham, Alabama; and Premier Community Bank of Florida (“PCB”), a Florida banking corporation, with its principal office in Bradenton, Florida.
June 8, 2018National Commerce Corp • June 8th, 2018 • National commercial banks
This letter is in response to your request pursuant to Section 9.1(e) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of section 368 of the Code.1 In rendering this opinion, we have relied upon the facts presented to us in the Agreement and the Proxy Statement-Prospectus of NCC and Landmark, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of NCC and representations of management of Landmark set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Prospectus, the Certificates and any other documents and records as the undersigned has deemed necessary in order to enable the undersi
