OPTION TERMINATION AGREEMENTOption Termination Agreement • June 19th, 2017 • National Commerce Corp • National commercial banks • Florida
THIS OPTION TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2017, by and between Patriot Bank, a Florida banking corporation (“PB”), and the undersigned holder (the “Optionee”) of outstanding options (the “Options”) to purchase shares of common stock, par value $1.00 per share, of PB upon exercise of such Options. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below). Should any of the terms of this Agreement conflict with the terms of the Merger Agreement, the terms of the Merger Agreement shall control.
June 19, 2017Merger Agreement • June 19th, 2017 • National Commerce Corp • National commercial banks
This letter is in response to your request pursuant to Section 9.1(e) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of section 368 of the Code.1 In rendering this opinion, we have relied upon the facts presented to us in the Agreement and the Proxy Statement-Prospectus of PB and NCC filed with the Securities and Exchange Commission as part of NCC’s Registration Statement on Form S-4, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of NCC and representations of management of PB set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Prospectus, Certificates and any other docume
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • June 19th, 2017 • National Commerce Corp • National commercial banks • Florida
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 24th day of April, 2017, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein).
