NATIONAL COMMERCE CORPORATIONUnderwriting Agreement • May 19th, 2016 • National Commerce Corp • National commercial banks • New York
National Commerce Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriter named in Schedule I hereto (the “Underwriter”), for whom you are acting as representative (the “Representative”), and the Underwriter agrees to purchase pursuant to this Underwriting Agreement (this “Agreement”), an aggregate of $25,000,000 of the Company’s 6.0% Fixed-to-Floating Rate Subordinated Notes due June 1, 2026 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Date, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
NATIONAL COMMERCE CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, Paying Agent and Registrar FIRST SUPPLEMENTAL INDENTURE Dated as of May 19, 2016 to INDENTURE Dated as of May 19, 2016First Supplemental Indenture • May 19th, 2016 • National Commerce Corp • National commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 19, 2016, between NATIONAL COMMERCE CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association, as trustee (the “Trustee”), Registrar and Paying Agent.
