Citizens South Banking Corp Sample Contracts

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CITIZENS SOUTH BANKING CORPORATION (a Delaware corporation) [—] Shares of Common Stock (Par Value $0.01 Per Share) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2009 • Citizens South Banking Corp • Savings institution, federally chartered • New York
EXHIBIT 10.1
Employment Agreement • February 3rd, 1998 • Gaston Federal Bancorp Inc • Savings institution, federally chartered • North Carolina
Client No. D20 ADOPTION AGREEMENT FOR Gaston Federal Savings and Loan Association EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
Adoption Agreement • February 14th, 2003 • Citizens South Banking Corp • Savings institution, federally chartered
EXHIBIT 99.5
Engagement Agreement • June 28th, 2002 • Citizens South Banking Corp • 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.

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

EXHIBIT 2 AGREEMENT AND PLAN OF MERGER BY AND AMONG CITIZENS SOUTH BANKING CORPORATION CITIZENS SOUTH BANK AND TRINITY BANK
Merger Agreement • May 26th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • Delaware
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENT
Securities 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.

EXHIBIT 1.2
Agency Agreement • June 28th, 2002 • Citizens South Banking Corp • Savings institution, federally chartered • New York
ARTICLE 1 GENERAL DEFINITIONS
Endorsement Split Dollar Agreement • March 16th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 10.8
Employment Agreement • August 6th, 2002 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
EXHIBIT 99.1
Independent Conversion Appraisal Services Agreement • June 28th, 2002 • Citizens South Banking Corp • Savings institution, federally chartered
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, 2010
Purchase 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 AGREEMENT
Securities 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”).

EXHIBIT 10.6
Merger/Acquisition Protection Agreement • August 6th, 2002 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina
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CONSULTING AND NON-COMPETITION AGREEMENT
Consulting 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”).

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, 2011
Purchase 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”).

EMPLOYMENT AGREEMENT
Employment 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 MERGER
Merger Agreement • July 25th, 2001 • Gaston Federal Bancorp Inc • Savings institution, federally chartered • North Carolina
July 1, 1997
Marketing Services Agreement • December 22nd, 1997 • Gaston Federal Bancorp Inc
December 12, 2008 Mr. Kim S. Price
Securities 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

TRINITY BANK SUPPLEMENTAL AGREEMENT
Supplemental Agreement • September 14th, 2005 • Citizens South Banking Corp • Savings institution, federally chartered • North Carolina

This SUPPLEMENTAL AGREEMENT (this “Agreement”) is executed as of this 25th day of May 2005, by and between Trinity Bank, Citizens South Bank (the “Bank”) and David C. McGuirt (the “Executive”).

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