STOCK OPTION Granted by 1ST MANATEE BANK under the 1ST MANATEE BANKStock Option Agreement • May 10th, 2018 • National Commerce Corp • National commercial banks
This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2015 Stock Option Plan (the “Plan”) of 1st Manatee Bank (the “Bank”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board of Directors shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined shall have the same meaning as in the Plan.
1ST MANATEE BANK STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2018 • National Commerce Corp • National commercial banks
PREMIER COMMUNITY BANK OF FLORIDA OFFICERS’ AND EMPLOYEES’ STOCK OPTION AGREEMENTOfficers’ and Employees’ Stock Option Agreement • May 10th, 2018 • National Commerce Corp • National commercial banks • Florida
THIS AGREEMENT (hereinafter “Agreement”) is entered into effective as of the _____ day of _________, 2017 (the “Grant Date”), by and between Premier Community Bank of Florida, a Florida banking corporation (hereinafter “Bank”), and _______________________, currently serving as an officer or employee of the Bank (the “Bank”) (hereinafter “Optionee”).
PREMIER COMMUNITY BANK OF FLORIDA DIRECTORS’ STOCK OPTION AGREEMENTDirectors’ Stock Option Agreement • May 10th, 2018 • National Commerce Corp • National commercial banks • Florida
THIS AGREEMENT (hereinafter “Agreement”) is entered into effective as of the __ day of _________, 2017 (the “Grant Date”), by and between Premier Community Bank of Florida, a Florida banking corporation (hereinafter “Bank”), and _________________________, currently serving as a director of the Bank (the “Bank”) (hereinafter “Optionee”).
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • May 10th, 2018 • National Commerce Corp • National commercial banks • Florida
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 20th day of March, 2018, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein).
May 10, 2018Merger Agreement • May 10th, 2018 • 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 PCB 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 PCB set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Prospectus, Certificates and any other docu
