August 3, 2012Reorganization Agreement and Plan of Share Exchange • August 3rd, 2012 • TGR Financial, Inc. • National commercial banks
We have acted as special counsel to TGR Financial, Inc. (“Holding Company”) in connection with the proposed share exchange (the “Reorganization”) in which the shareholders of First National Bank of the Gulf Coast (“Bank”) will exchange their shares of capital stock of Bank for shares of voting common stock of Holding Company. As a result of the Reorganization, Bank will become a wholly-owned subsidiary of Holding Company pursuant to the terms of and as described in that certain Reorganization Agreement and Plan of Share Exchange (the “Share Exchange Agreement”) dated as of June 26, 2012 by and between Holding Company and Bank, as described in the Holding Company Registration Statement on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on June 28, 2012 (File No. 333-18244).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE ROYAL PALM BANK OF FLORIDA, NAPLES, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST NATIONAL BANK OF THE GULF COAST DATED AS...Purchase and Assumption Agreement • August 3rd, 2012 • TGR Financial, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 20th day of July, 2012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE ROYAL PALM BANK OF FLORIDA, NAPLES, FLORIDA (the “Receiver”), FIRST NATIONAL BANK OF THE GULF COAST, organized under the laws of the State of Florida, and having its principal place of business in Naples, Florida (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”).
REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGEReorganization Agreement and Plan of Share Exchange • June 28th, 2012 • TGR Financial, Inc. • Florida
This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Reorganization Plan”), dated as of June 26, 2012, is entered into between First National Bank of the Gulf Coast (the “Bank”), a national bank organized under the laws of the United States, and TGR Financial, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Florida.
AGREEMENT AND PLAN OF MERGER FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION) with and into PANTHER COMMUNITY BANK, N.A. under the charter of PANTHER COMMUNITY BANK, N.A. under the title of FIRST NATIONAL BANK OF THE GULF COASTMerger Agreement • June 28th, 2012 • TGR Financial, Inc. • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 23, 2009, between PANTHER COMMUNITY BANK, N.A. (hereinafter referred to as “PCB”), a banking association organized under the laws of the United States, being located in Lehigh Acres, Lee County, Florida, with authorized capital of $15,000,000, divided into 3,000,000 shares of common stock, each of $5.00 par value, of which 1,600,000 are issued and outstanding, surplus of $8,054,452, and undivided profits, including capital reserves, of $2,138,539, as of March 31, 2009, and FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION) (hereinafter referred to as “FNB”), a banking association in organization under the laws of the United States, being located in Naples, Collier County, Florida, which upon receipt of its charter will have authorized capital of $50,000,000, divided into 50,000,000 shares of common stock, each of $1.00 par value, of which a minimum of 2,775,000 will be issued and outstanding,
REGISTRATION RIGHTS AGREEMENT dated as of September 19, 2012 among TGR FINANCIAL, INC. and the Holders party heretoRegistration Rights Agreement • September 25th, 2012 • TGR Financial, Inc. • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 19, 2012, is by and among TGR Financial, Inc., a Florida corporation (the “Company”), and each of the Investors party hereto.
INVESTMENT AGREEMENT by and between TGR FINANCIAL, INC. and THE INVESTORS REFERRED TO HEREIN Dated as of September 19, 2012Investment Agreement • September 25th, 2012 • TGR Financial, Inc. • National commercial banks • New York
THIS INVESTMENT AGREEMENT (the “Agreement”), by and between TGR Financial, Inc., a Florida corporation (the “Company”), on the one hand, and the investors identified on the signature pages hereto (each an “Investor” and collectively, the “Investors”), on the other hand, shall be effective as of the date it is executed by the parties hereto (the “Effective Date”).
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN PANTHER COMMUNITY BANK, N.A. AND FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION)Agreement and Plan of Merger • June 28th, 2012 • TGR Financial, Inc. • Florida
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is made and entered into as of the 23rd day of June, 2009 by and between PANTHER COMMUNITY BANK, N.A. (hereinafter referred to as “PCB”), a banking association organized under the laws of the United States, and FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION) (hereinafter referred to as “FNB”), a banking association in organization under the laws of the United States.
STOCKHOLDERS’ AGREEMENT dated as of September 19, 2012 among TGR FINANCIAL, INC. and the Stockholders party heretoStockholders' Agreement • September 25th, 2012 • TGR Financial, Inc. • National commercial banks • Florida
This STOCKHOLDERS’ AGREEMENT, dated as of September 19, 2012 (this “Agreement”), is entered into by and among (i) TGR Financial, Inc., a Florida corporation (the “Company”), (ii) Lightyear Fund II, L.P., a Delaware limited partnership (“Lightyear II”), Lightyear Co-Invest Partnership II, L.P., a Delaware limited partnership (“Lightyear Co-Invest” and, together with Lightyear II, “Lightyear”), (iii) Bay II Resource Partners, L.P. (“Bay II Resource”), Bay Resource Partners, L.P., (“Bay Resource”), BRP II Financial Investments, LLC, (“BRP II”) and Thomas E. Claugus (“Claugus” and, together, with Bay II Resource, Bay Resource and BRP II, “GMT”, and together with Lightyear, the “Key Investor Stockholders”), (iv) Cradle Cove Partners II, L.P. (“Cradle Cove Partners”), Cradle Cove Investment Opportunities Fund, L.P. (“Cradle Cove Investment”), Baum Private Investments, LLC (“Baum Private Investments”) and Compass Island Investment Opportunities Fund A, L.P. (Compass Island Investment”, and to
