0001104659-21-102273 Sample Contracts
Re: Agreement and Plan of Merger by and between Nicolet Bankshares, Inc. and County Bancorp, Inc.Agreement and Plan of Merger • August 9th, 2021 • Nicolet Bankshares Inc • National commercial banks
We have acted as counsel to Nicolet Bankshares, Inc., a Wisconsin corporation (“Nicolet”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of June 22, 2021 (the “Merger Agreement”) by and between Nicolet and County Bancorp, Inc., a Wisconsin corporation (the “Company”). As set forth in the Merger Agreement, the parties intend for the Merger to qualify as a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and intend for the Merger Agreement to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the Treasury regulations promulgated thereunder (the “Regulations”). 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 Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by Nicolet with the Securities and Ex