Exhibit 99.2 CITIZENS SOUTH BANKING CORPORATION SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (this "Agreement") is made and entered into as of May 17, 2010 (the "Effective Date") by and between Citizens South Banking Corporation, a Delaware...Severance Agreement • May 19th, 2010 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
Exhibit 10.31 INDEMNIFICATION AGREEMENT This Agreement, dated as of September 19, 2005, is between Citizens South Banking Corporation ("CSBC"), and Kim S. Price ("Indemnitee"). WHEREAS, CSBC has made an investment in and owns 5% of the issued and...Indemnification Agreement • September 23rd, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • Delaware
CITIZENS SOUTH BANKING CORPORATION (a Delaware corporation) [—] Shares of Common Stock (Par Value $0.01 Per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2009 • Citizens South Banking Corp • Savings institution, federally chartered • New York
Exhibit 10.4 NORTH CAROLINA, SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN -------------------------------------- GASTON COUNTY. THIS AGREEMENT entered into this ______ day of. ___________ ____, by and between GASTON FEDERAL SAVINGS & LOAN ASSOCIATION, a...Agreement • December 22nd, 1997 • Gaston Federal Bancorp Inc • North Carolina
EXHIBIT 10.5 FIRST AMENDMENT TO SALARY CONTINUATION AGREEMENT First Amendment, dated as of _________ __, 2008 (the "Amendment"), to the Salary Continuation Agreement, dated as of January 1, 2004 (as amended, the "Salary Continuation Agreement"), by...Continuation Agreement • November 20th, 2008 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 1.2Citizens South Banking Corp • June 28th, 2002 • Savings institution, federally chartered • New York
Client No. D20 ADOPTION AGREEMENT FOR Gaston Federal Savings and Loan Association EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUSTAdoption Agreement • February 14th, 2003 • Citizens South Banking Corp • Savings institution, federally chartered
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER BY AND AMONG CITIZENS SOUTH BANKING CORPORATION CITIZENS SOUTH BANK AND TRINITY BANKAgreement and Plan of Merger • May 26th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • Delaware
EXHIBIT 10.6 FIRST AMENDMENT TO AMENDED DIRECTOR RETIREMENT AGREEMENT First Amendment, dated as of _________ __, 2008 (the "Amendment"), to the Amended Director Retirement Agreement, dated as of March 15, 2004 (as amended, the "Director Retirement...Retirement Agreement • November 20th, 2008 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 17, 2008, by and among the Citizens South Bank (the "Bank"), a federally chartered savings...Employment Agreement • November 20th, 2008 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2010 • Citizens South Banking Corp • Savings institution, federally chartered
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2010, by and among Citizens South Banking Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ARTICLE 1 DEFINITIONSCitizens South Banking Corp • March 16th, 2005 • Savings institution, federally chartered • North Carolina
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2011 • Citizens South Banking Corp • Savings institution, federally chartered • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
ARTICLE 1 DEFINITIONSDirector Retirement Agreement • March 16th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
ARTICLE 1 GENERAL DEFINITIONSEndorsement Split Dollar Agreement • March 16th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 10.8Employment Agreement • August 6th, 2002 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF HIAWASSEE, HIAWASSEE, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and CITIZENS SOUTH BANK DATED AS OF MARCH 19, 2010Purchase and Assumption Agreement • March 23rd, 2010 • Citizens South Banking Corp • Savings institution, federally chartered • New York
THIS AGREEMENT, made and entered into as of the 19th day of March, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF HIAWASSEE, HIAWASSEE (the “Receiver”), CITIZENS SOUTH BANK, organized under the laws of the United States of America, and having its principal place of business in Gastonia, North Carolina (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2010 • Citizens South Banking Corp • Savings institution, federally chartered • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2010, by and among Citizens South Banking Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
July 1, 1997Gaston Federal Bancorp Inc • December 22nd, 1997
FIRST AMENDMENT TO AMENDED DEFERRED COMPENSATION AND INCOME CONTINUATION AGREEMENT First Amendment, dated as of November 17, 2008 (the "Amendment"), to the Amended Deferred Compensation and Income Continuation Agreement, dated as of March 15, 2004 (as...Compensation and Income Continuation Agreement • November 20th, 2008 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 99.1Citizens South Banking Corp • June 28th, 2002 • Savings institution, federally chartered
CONSULTING AND NON-COMPETITION AGREEMENTConsulting and Non-Competition Agreement • September 14th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
THIS CONSULTING AND NON-COMPETITION AGREEMENT (the “Agreement”), dated as of May 25, 2005, by and between Citizens South Bank, a federally-chartered stock savings bank (the “Bank)”, and David C. McGuirt, an individual residing at 2542 Roundtable Road, Monroe, North Carolina 28110 (the “Consultant”).
EXHIBIT 99.5Citizens South Banking Corp • June 28th, 2002 • Savings institution, federally chartered
This letter sets forth the agreement between Citizens South Banking Corporation ("Citizens South" or the "Company"), subsidiary of Citizens South Holdings, MHC, Gastonia, North Carolina (the "MHC"), and RP Financial, LC. ("RP Financial"), whereby the Company has engaged RP Financial to prepare the written document and financial projections reflecting the pro forma impact of the mutual to stock conversion of the MHC and the post-conversion activities of the Company. These services are described in greater detail below.
EXHIBIT 10.6Agreement • August 6th, 2002 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NEW HORIZONS BANK, EAST ELLIJAY, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and CITIZENS SOUTH BANK DATED AS OF APRIL 15, 2011Purchase and Assumption Agreement • April 19th, 2011 • Citizens South Banking Corp • Savings institution, federally chartered
THIS AGREEMENT, made and entered into as of the 15th day of April, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of NEW HORIZONS BANK, EAST ELLIJAY, GEORGIA (the “Receiver”), CITIZENS SOUTH BANK, organized under the laws of the United States of America, and having its principal place of business in GASTONIA, NORTH CAROLINA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
EXHIBIT 10.7Citizens South Banking Corp • August 6th, 2002 • Savings institution, federally chartered • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
This EMPLOYMENT AGREEMENT is entered into effective as of this 25th day of May, 2005, by and between Citizens South Banking Corporation, a Delaware corporation and sole owner of Citizens South Bank, a federally chartered savings bank, and David C. McGuirt (the “Executive”). Citizens South Banking Corporation and Citizens South Bank are hereinafter sometimes referred to together or individually as “Citizens South.”
iii EXHIBIT NO. 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 25th, 2001 • Gaston Federal Bancorp Inc • Savings institution, federally chartered • North Carolina
EXHIBIT 10.1 EMPLOYMENT AGREEMENT WITH KIM S. PRICE This EMPLOYMENT AGREEMENT is entered into effective as of this 17th day of May, 2004, by and among Citizens South Banking Corporation, a Delaware corporation, Citizens South Bank, a federally...Employment Agreement • March 16th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 10.1Gaston Federal Savings • February 3rd, 1998 • Gaston Federal Bancorp Inc • Savings institution, federally chartered • North Carolina
Exhibit 17.1 July 30, 1997 Board of Directors Gaston Federal Savings and Loan Association 245 West Main Avenue Gastonia, North Carolina 28052 Gentlemen: This letter sets forth the agreement between Gaston Federal Savings and Loan Association (the...Gaston Federal Bancorp Inc • December 22nd, 1997
December 12, 2008 Mr. Kim S. PriceSecurities Purchase Agreement • December 16th, 2008 • Citizens South Banking Corp • Savings institution, federally chartered
President and Chief Executive Officer c/o Citizens South Banking Corporation 519 South New Hope Road Gastonia, North Carolina 28054-4040
EXHIBIT 10.5Citizens South Banking Corp • August 6th, 2002 • Savings institution, federally chartered • North Carolina
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Employment Agreement") is made and entered into as of November 17, 2008 by and among Citizens South Banking Corporation, a Delaware...Employment Agreement • November 20th, 2008 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
Exhibit 10.2 DEFERRED COMPENSATION AND INCOME CONTINUATION AGREEMENT THIS AGREEMENT, entered into as of the _______ day of ________ between GASTON FEDERAL SAVINGS AND LOAN ASSOCIATION, a corporation having its principal office in Gastonia, North...Deferred Compensation and Income Continuation Agreement • December 22nd, 1997 • Gaston Federal Bancorp Inc • North Carolina
