Southcoast Financial Corp Sample Contracts

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Exhibit 1 [Form of Underwriting Agreement] _________ Shares SOUTHCOAST FINANCIAL CORPORATION Common Stock Underwriting Agreement
Underwriting Agreement • October 28th, 2003 • Southcoast Financial Corp • State commercial banks • New York
EXHIBIT 10-11 GUARANTEE AGREEMENT
Guarantee Agreement • March 31st, 2003 • Southcoast Financial Corp • State commercial banks • New York
EXHIBIT 10-8 PURCHASE AGREEMENT
Purchase Agreement • March 31st, 2003 • Southcoast Financial Corp • State commercial banks • New York
Exhibit 10-9 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • March 31st, 2003 • Southcoast Financial Corp • State commercial banks • Delaware
ARTICLE 1 DEFINITIONS
Salary Continuation Agreement • April 3rd, 2009 • Southcoast Financial Corp • State commercial banks • South Carolina
Exhibit 10 Underwriting Agreement 1,400,000 Shares* SOUTHCOAST FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2005 • Southcoast Financial Corp • State commercial banks • Georgia
RECITALS:
Employment Agreement • January 5th, 2009 • Southcoast Financial Corp • State commercial banks • South Carolina
RECITALS:
Employment Agreement • September 3rd, 2003 • Southcoast Financial Corp • State commercial banks • South Carolina
STATE OF SOUTH CAROLINA ) ) EMPLOYMENT AGREEMENT COUNTY OF CHARLESTON )
Employment Agreement • August 14th, 2006 • Southcoast Financial Corp • State commercial banks • South Carolina
JUNIOR SUBORDINATED INDENTURE between SOUTHCOAST FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee
Junior Subordinated Indenture • September 12th, 2005 • Southcoast Financial Corp • 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”).

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”).

Shares* SOUTHCOAST FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 13th, 2005 • Southcoast Financial Corp • State commercial banks • Georgia

Southcoast Financial Corporation, a South Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Morgan Keegan & Company, Inc. (the “Underwriter”), an aggregate of shares of its Common Stock, no par value per share (the “Common Stock”). The aggregate of shares of Common Stock to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriter, upon the terms and conditions stated herein, up to an additional shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriter, if any. The Firm Shares and the Additional Shares are collectively referred to in this Underwriting Agreement as the “Shares.”

FORM OF AGREEMENT]
Endorsement Split Dollar Agreement • January 5th, 2009 • Southcoast Financial Corp • State commercial banks • South Carolina
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:

EXHIBIT 10-10 JUNIOR SUBORDINATED INDENTURE
Junior Subordinated Indenture • March 31st, 2003 • Southcoast Financial Corp • State commercial banks • New York
Amended and Restated Employment Agreement
Employment Agreement • November 5th, 2015 • Southcoast Financial Corp • State commercial banks

This Amendment of the Amended and Restated Employment Agreement (this “Amendment”) is entered into on August 14, 2015 by and among Southcoast Community Bank, a South Carolina-chartered bank (the “Bank”), Southcoast Financial Corporation, a South Carolina corporation (the “Company”), and L. Wayne Pearson (the “Employee”).

Contract
Endorsement Split Dollar Agreement • November 5th, 2015 • Southcoast Financial Corp • State commercial banks
MUTUAL WAIVERS
Mutual Waivers • March 28th, 2016 • Southcoast Financial Corp • State commercial banks

WHEREAS, BNC Bancorp (“BNC”) and Southcoast Financial Corporation (“Southcoast”) are parties to an Agreement and Plan of Merger dated as of August 14, 2015, as amended, (the “Agreement”); and

THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
Employment Agreement • March 12th, 2015 • Southcoast Financial Corp • State commercial banks • South Carolina

THIS EMPLOYMENT AGREEMENT (as amended and restated, hereinafter referred to as the “Agreement”) made and entered into as of this 9th day of February, 2015, by and between Southcoast Community Bank, (hereinafter the “Bank”), Southcoast Financial Corporation (the “Company”) and Robert M Scott, Executive Vice President, Secretary & Treasurer (hereinafter referred to as the “Employee”).

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SPLIT DOLLAR TERMINATION AGREEMENT
Termination Agreement • August 14th, 2014 • Southcoast Financial Corp • State commercial banks

This Termination Agreement by and between Southcoast Financial Corporation (“Southcoast”) and L. Wayne Pearson (the “Executive”) is entered into as of August 11, 2014.

Contract
Employment Agreement • November 5th, 2015 • Southcoast Financial Corp • State commercial banks
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