Re: Reorganization Agreement and Plan of Share Exchange under which First National Bank of the Gulf Coast will become a wholly-owned subsidiary of TGR Financial, Inc.Share Exchange Agreement • June 28th, 2012 • TGR Financial, Inc.
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”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about June 28, 2012. At your request, in connection with the filing by Holding Company of the Registration Statement and the Proxy Statement-Prospectus of Bank and Holding Company (
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 COASTAgreement and Plan of Merger • 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,
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)The Agreement • 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.
