0001193125-05-183690 Sample Contracts

JUNIOR SUBORDINATED INDENTURE between SOUTHCOAST FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee
Southcoast Financial Corp • September 12th, 2005 • State commercial banks • New York

Junior Subordinated Indenture, dated as of August 5, 2005, between SOUTHCOAST FINANCIAL CORPORATION, a South Carolina corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

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GUARANTEE AGREEMENT between SOUTHCOAST FINANCIAL CORPORATION, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of August 5, 2005 SOUTHCOAST CAPITAL TRUST III
Guarantee Agreement • September 12th, 2005 • Southcoast Financial Corp • State commercial banks • New York

GUARANTEE AGREEMENt, dated as of August 5, 2005, executed and delivered by SOUTHCOAST FINANCIAL CORPORATION, a South Carolina corporation (the “Guarantor”) having its principal office at 530 Johnnie Dodds Boulevard, Mt. Pleasant, South Carolina 29464, 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 Southcoast Capital Trust III, a Delaware statutory trust (the “Issuer”).

PLACEMENT AGREEMENT AMONG SOUTHCOAST FINANCIAL CORPORATION, SOUTHCOAST CAPITAL TRUST III AND CREDIT SUISSE FIRST BOSTON LLC
Placement Agreement • September 12th, 2005 • Southcoast Financial Corp • State commercial banks • New York

Southcoast Financial Corporation, a South Carolina corporation (the “Company”), and its financing subsidiary, Southcoast Capital Trust III, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agent (the “Placement Agent”), as follows:

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