HCBF Holding Company, Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 20th, 2017 • HCBF Holding Company, Inc. • Florida

EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of February, 2011, by and HCBF HOLDING COMPANY, INC., a Florida corporation (the “Company”), and MICHAEL J. BROWN, SR. (“Executive”).

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AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANKS, INC. and HCBF HOLDING COMPANY, INC. Dated as of August 12, 2017
Merger Agreement • August 14th, 2017 • HCBF Holding Company, Inc. • State commercial banks • Florida

This Agreement and Plan of Merger (this “Agreement”) is dated as of August 12, 2017, by and between CenterState Banks, Inc., a Florida corporation (“CenterState”), and HCBF Holding Company, Inc., a Florida corporation (“HCBF” and, together with CenterState, the “Parties” and each a “Party”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • April 20th, 2017 • HCBF Holding Company, Inc. • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of May 8, 2015 is by and among U. S. Bank National Association, a national banking association (herein, together with its successors in interest, the “Trustee”), HCBF Holding Company, Inc., a Florida corporation (the “Successor Company”), and First America Holdings Corporation, a Florida corporation, as successor to MRCB Holdings, Inc. (the “Company”) and the “Company” under the Indenture.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 20th, 2017 • HCBF Holding Company, Inc. • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of August 28, 2013 is by and among U. S. Bank National Association, a national banking association (herein, together with its successors in interest, the "Trustee"), HCBF Holding Company, Inc., a Florida corporation (the "Successor Company"), and BSA Financial Services, Inc., a Florida corporation (the "Company") and the "Company" under the Indenture.

AGREEMENT AND PLAN OF MERGER BY AND AMONG HCBF HOLDING COMPANY, INC., FIRST AMERICA HOLDINGS CORPORATION AND FIRST AMERICA BANK Dated as of October 14, 2014
Merger Agreement • April 20th, 2017 • HCBF Holding Company, Inc. • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 14, 2014, by and among HCBF HOLDING COMPANY, INC., a Florida corporation (“HCBF”), FIRST AMERICA HOLDINGS CORPORATION, a Florida corporation (“FAHC”), and FIRST AMERICA BANK, a Florida chartered commercial bank and Subsidiary of FAHC (“Bank”).

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PUTNAM STATE BANK, PALATKA, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and HARBOR COMMUNITY BANK DATED AS OF JUNE 15, 2012
Purchase and Assumption Agreement • April 20th, 2017 • HCBF Holding Company, Inc.

Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – Purchase And Assumption Agreement June 1, 2012 Putnam State Bank Palatka, Florida

AGREEMENT AND PLAN OF MERGER BY AND AMONG HCBF HOLDING COMPANY, INC., OGS INVESTMENTS, INC. AND FLORIDA CITIZENS BANK Dated as of July 14, 2015
Merger Agreement • April 20th, 2017 • HCBF Holding Company, Inc. • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 14, 2015, by and among HCBF HOLDING COMPANY, INC., a Florida corporation (“HCBF”), OGS INVESTMENTS, INC., a Florida corporation (“OGS”), and FLORIDA CITIZENS BANK, a Florida state-chartered commercial bank and Subsidiary of OGS (the “Bank”).

HCBF Holding Company, Inc. INCENTIVE AGREEMENT
Incentive Agreement • April 20th, 2017 • HCBF Holding Company, Inc. • Florida

THIS INCENTIVE AGREEMENT (“Agreement”) is made as of the __________ of ________, ____, by and between HCBF Holding Company, Inc. (the “Corporation”), and _______________ (the “Participant”).

STOCK/CASH ELECTION FORM AND LETTER OF TRANSMITTAL PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 20, 2017 (THE “MERGER AGREEMENT”), BY AND BETWEEN HCBF HOLDING COMPANY, INC. (“HCBF”) AND JEFFERSON BANKSHARES, INC. (“JEFFERSON”).
Merger Agreement • June 7th, 2017 • HCBF Holding Company, Inc. • State commercial banks

THE INSTRUCTIONS ACCOMPANYING THIS STOCK/CASH ELECTION FORM AND LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS STOCK/CASH ELECTION FORM AND LETTER OF TRANSMITTAL IS COMPLETED.

SHAREHOLDERS’ AGREEMENT
Shareholder Agreement • April 20th, 2017 • HCBF Holding Company, Inc. • Delaware

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of June 3, 2010, and effective upon the Effective Date (as defined below), is entered into by and among HCBF Holding Company, Inc., a Florida corporation (the “Company”) and each of the Persons named in Schedule I hereto (individually, an “Investor” and, collectively, the “Investors”).

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