EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2015 • Independence Bancshares, Inc. • National commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into January __, 2015, by and among Independence Bancshares, Inc. d/b/a nD bancgroup, a South Carolina corporation (the “Company”), and the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2005 • Independence Bancshares, Inc. • National commercial banks • South Carolina
THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of January 10, 2005, is made by and between Independence Bancshares, Inc., a South Carolina corporation (the "Company"), which will be the holding company for Independence National Bank (Proposed), a proposed national bank (the "Bank"), and Schaefer M. Carpenter, an individual resident of South Carolina (the "Executive").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2009 • Independence Bancshares, Inc. • National commercial banks • South Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 10, 2008, is made by and between Independence Bancshares, a South Carolina corporation (the “Company”), Independence National Bank (the “Bank”), a national bank and wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Schaefer M. Carpenter, an individual resident of South Carolina (the “Executive”). This Agreement amends and restates that certain existing employment agreement between the parties dated January 10, 2005.
ESCROW AGREEMENTEscrow Agreement • December 21st, 2004 • Independence Bancshares, Inc. • Georgia
THIS ESCROW AGREEMENT (this "Agreement") is entered into and effective as of the day of , 2004, by and between Independence Bancshares, Inc., a South Carolina corporation (the "Company"), and The Bankers Bank (the "Escrow Agent").
INDEPENDENCE BANCSHARES, INC. STOCK WARRANT AGREEMENTStock Warrant Agreement • February 24th, 2005 • Independence Bancshares, Inc. • National commercial banks
INDEPENDENCE BANCSHARES, INC. FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2013 • Independence Bancshares, Inc. • National commercial banks • South Carolina
This Registration Rights Agreement (this “Agreement”) dated as of ______________, 20121, is made by and between Independence Bancshares, Inc. (the “Company”), a South Carolina corporation and bank holding company for Independence National Bank (the “Bank”), and _______________________ (the “Investor” and, collectively with other Persons (as defined below) who have executed a Subscription Agreement (as defined below), the “Investors”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 5th, 2016 • Independence Bancshares, Inc. • National commercial banks • New York
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), dated as of January 4, 2016 (the “Effective Date”), by and between MPIB Holdings, LLC, a Delaware limited liability company (“MPIB”), and Independence Bancshares Inc., a South Carolina corporation (“IB”, and each of MPIB and IB, a “Party” and collectively the “Parties”). This Agreement amends and completely restates that certain license agreement between the Parties dated May 14, 2015 (the “Original License Agreement”).
NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • September 26th, 2017 • Independence Bancshares, Inc. • National commercial banks • South Carolina
THIS NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of September 25, 2017, between First Reliance Bancshares, Inc. (“Parent”), a South Carolina corporation and the holding company of First Reliance Bank (“First Reliance”), and the undersigned Chief Credit Officer (“Executive”) of Independence Bancshares, Inc., a South Carolina corporation (“Independence Bancshares”), and Independence National Bank, a wholly-owned subsidiary of Independence Bancshares (“Independence Bank” and, together with Independence Bancshares, “Independence”), and shall become effective at the Effective Time of the Merger provided in the Merger Agreement (as defined below), between Parent and Independence Bancshares.
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2016 • Independence Bancshares, Inc. • National commercial banks
This second amendment (the “Second Amendment”) is effective as of the 15th day of December, 2016, and is made by and among Independence Bancshares Inc., a South Carolina corporation (the “Company”), Independence National Bank (the “Bank”), a national bank and wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Lawrence R. Miller, an individual resident of South Carolina (the “Executive”). This Agreement amends that certain Amended and Restated Employment Agreement between the Employer and the Executive, dated December 10, 2008, as further amended by that certain Amendment to the Amended and Restated Employment Agreement between the Employer and the Executive, dated December 31, 2012.
AGREEMENT AND PLAN OF MERGER By And Among FIRST RELIANCE BANCSHARES, INC., FR MERGER SUBSIDIARY, INC. and INDEPENDENCE BANCSHARES, INC. Dated as of September 25, 2017Merger Agreement • September 26th, 2017 • Independence Bancshares, Inc. • National commercial banks • South Carolina
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 25, 2017, is by and among First Reliance Bancshares, Inc., a South Carolina corporation (“Parent”), FR Merger Subsidiary, Inc. (“Merger Sub”) and Independence Bancshares, Inc., a South Carolina corporation (“Independence”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2016 • Independence Bancshares, Inc. • National commercial banks
This amendment (the “Amendment”) is effective as of the 15th day of December, 2016, and is made by and among Independence Bancshares Inc., a South Carolina corporation (the “Company”), Independence National Bank (the “Bank”), a national bank and wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Schaefer M. Carpenter, an individual resident of South Carolina (the “Executive”). This Agreement amends that certain Amended and Restated Employment Agreement between the Employer and the Executive, dated December 10, 2008.
INDEPENDENCE BANCSHARES, INC. STOCK WARRANT AGREEMENT May 16, 2005Stock Warrant Agreement • August 9th, 2005 • Independence Bancshares, Inc. • National commercial banks
Independence Bancshares, Inc. (the “Company”), a South Carolina corporation and the holding company for Independence National Bank (the “Bank”), hereby grants to the person identified above as the Warrant Holder warrants (the “Warrants”) to purchase the number of shares set forth above in consideration of his expertise and continuing involvement in the management of the Company and the Bank. Such Warrants are granted on the following terms and conditions:
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 29th, 2014 • Independence Bancshares, Inc. • National commercial banks • South Carolina
This Change in Control Agreement (this “ Agreement”) by and between Independence Bancshares, Inc. a South Carolina corporation (the “Company”), Independence National Bank (the "Bank"), a national bank and wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Martha L. Long, a resident of the State of South Carolina (the “Executive”), is made and entered into as of December 19, 2014.
INDEPENDENCE BANCSHARES, INC. FINAL SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCKFinal Subscription Agreement • January 7th, 2013 • Independence Bancshares, Inc. • National commercial banks • South Carolina
This Final Subscription Agreement (the “Agreement”), dated as of December __, 20121, is made by and between Independence Bancshares, Inc. (the “Company”), a South Carolina corporation and bank holding company for Independence National Bank (the “Bank”), and the subscriber identified on the signature page hereto (the “Subscriber”). This Agreement supersedes any prior Subscription Agreements between the parties relating to the Offering, as that term is defined below.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 6th, 2013 • Independence Bancshares, Inc. • National commercial banks
You have informed me that Independence Bancshares, Inc., a South Carolina corporation (the “Company”), is offering up to 2,351,250 shares of its common stock at a price of $0.80 per share to existing shareholders as of the close of business on December 30, 2012, as provided herein and as described in and offered pursuant to the prospectus dated [•], 2013 (the “Prospectus”) and furnished with this Subscription Agreement (this “Agreement”).
AGREEMENT BY AND BETWEEN Independence National Bank Greenville, South Carolina and The Comptroller of the CurrencyBanking Agreement • January 22nd, 2010 • Independence Bancshares, Inc. • National commercial banks
Independence National Bank, Greenville, South Carolina (“Bank”), and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2013 • Independence Bancshares, Inc. • National commercial banks
This amendment (the “Amendment”) is effective as of the 31st day of December, 2012, and is made by and among Independence Bancshares Inc., a South Carolina corporation (the “Company”), Independence National Bank (the "Bank"), a national bank and wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Lawrence R. Miller, an individual resident of South Carolina (the “Executive”). This Agreement amends that certain existing employment agreement between the parties dated December 10, 2008.
UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY OFFICE OF THE COMPTROLLER OF THE CURRENCY TERMINATION OF THE FORMAL AGREEMENT BY AND BETWEEN INDEPENDENCE NATIONAL BANK GREENVILLE, SOUTH CAROLINA AND THE COMPTROLLER OF THE CURRENCYTermination of the Formal Agreement • November 18th, 2011 • Independence Bancshares, Inc. • National commercial banks
WHEREAS, in an effort to protect the depositors, other customers and shareholders of Independence National Bank, Greenville, South Carolina (Bank), and to ensure the Bank’s safe and sound operation, the Bank and the Comptroller of the Currency of the United States of America (Comptroller), entered into a Formal Agreement, dated January 20, 2010; and
CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE OF CLAIMSConfidential Severance Agreement and Release of Claims • April 11th, 2006 • Independence Bancshares, Inc. • National commercial banks • South Carolina
This Agreement is made and entered into by and between Independence Bancshares, Inc., Independence National Bank, and Susan B. Hoag.
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2009 • Independence Bancshares, Inc. • National commercial banks • South Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 4, 2009, is made by and between Independence Bancshares, a South Carolina corporation (the “Company”), Independence National Bank (the “Bank”), a national bank and wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Katie N. Tuttle, an individual resident of South Carolina (the “Executive”).
RELEASE AND SEVERANCE AGREEMENT PLEASE READ CAREFULLYRelease and Severance Agreement • January 5th, 2016 • Independence Bancshares, Inc. • National commercial banks • South Carolina
This Release and Severance Agreement (the “Agreement”) is made and entered into by and between Gordon A. Baird (“Executive”) and Independence Bancshares, Inc., a South Carolina corporation and holding company of Independence National Bank, a national bank, as well as any affiliated or related entities, subsidiaries, or divisions, and the shareholders, directors, officers, employees, and agents thereof (collectively referred to herein as the “Company”).
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2017 • Independence Bancshares, Inc. • National commercial banks
This third amendment (this “Third Amendment”) is effective as of the 25th day of September, 2017, by and among Independence Bancshares, Inc., a South Carolina corporation (the “Company”), Independence National Bank, (the “Bank”), a national bank and wholly owned subsidiary of the Company (the Company and the Bank are collectively referred to herein as the “Employer”), and Lawrence R. Miller, an individual resident of South Carolina (the “Executive”). This Agreement amends that certain Amended and Restated Employment Agreement between the Employer and the Executive, dated as of December 10, 2008, as amended by that certain Amendment to the Amended and Restated Employment Agreement between the Employer and the Executive, dated as of December 31, 2012, and as further amended by that certain Second Amendment to the Amended and Restated Employment Agreement between the Employer and the Executive, dated as of December 15, 2016.
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2013 • Independence Bancshares, Inc. • National commercial banks • South Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 27, 2013, is made by and between Independence Bancshares, Inc., a South Carolina corporation (the “ Company”) and holding company of Independence National Bank, a national bank (the “Bank”), and Gordon A. Baird, an individual resident of Darien, Connecticut (the “Executive”).
INDEPENDENCE BANCSHARES, INC. 2,500,000 Shares of Common Stock ($0.01 par value) SELLING AGENCY AGREEMENTSelling Agency Agreement • February 24th, 2005 • Independence Bancshares, Inc. • National commercial banks • South Carolina
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2015 • Independence Bancshares, Inc. • National commercial banks • New York
This Asset Purchase Agreement (this “Agreement”), dated as of May __, 2015, is entered into by and between INDEPENDENCE BANCSHARES, INC., a South Carolina corporation (“Buyer”) and registered bank holding company for Independence National Bank (the “Bank”) and MPIB HOLDINGS, LLC, a Delaware limited liability company (“Seller”).
