SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • June 8th, 2018 • National Commerce Corp • National commercial banks • Delaware
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 24th day of April, 2018, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein).
LANDMARK BANCSHARES, INC. FIRST LANDMARK BANK STOCK OPTION AGREEMENT WITH ______________ [ENTER NAME]Stock Option Agreement • June 8th, 2018 • National Commerce Corp • National commercial banks
THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into effective as of the ___ day of ___________, 201_, by and between LANDMARK BANCSHARES, INC. (the “Bank”) and ______________ [ENTER NAME], a resident of the State of Georgia (the “Optionee”) and an employee of the Bank. This Option Agreement is entered into by the Bank and the Optionee pursuant to the First Landmark Bank’s 2008 Stock Option Plan (the “Plan”), as amended July 1, 2015 to reflect the formation of Landmark Bancshares, Inc. The Plan, as amended, is incorporated herein by reference and made a part of this Option Agreement. Defined terms in the Plan shall have the same meaning herein.
FIRST AMENDMENT TO THE MIDTOWN BANK & TRUST COMPANYNational Commerce Corp • June 8th, 2018 • National commercial banks
THIS FIRST AMENDMENT is made as of July 1, 2015, by Landmark Bancshares, Inc. (the “Company”), as successor to First Landmark Bank and Midtown Bank & Trust Company.
FIRST AMENDMENT TO THE FIRST LANDMARK BANKNational Commerce Corp • June 8th, 2018 • National commercial banks
THIS FIRST AMENDMENT is made as of July 1, 2015, by Landmark Bancshares, Inc. (the “Company”), as successor to First Landmark Bank (“First Landmark”).
INCENTIVE STOCK OPTION AWARD PURSUANT TO THE MIDTOWN BANK & TRUST COMPANYIncentive Stock Option Award • June 8th, 2018 • National Commerce Corp • National commercial banks • Georgia
THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between MIDTOWN BANK & TRUST COMPANY (the “Bank”), a bank organized under the laws of the state of Georgia, and _______________ (the “Participant”).
June 8, 2018National Commerce Corp • June 8th, 2018 • 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 NCC and Landmark, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of NCC and representations of management of Landmark set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Prospectus, the Certificates and any other documents and records as the undersigned has deemed necessary in order to enable the undersi
INCENTIVE STOCK OPTION AWARD PURSUANT TO THE LANDMARK BANCSHARES, INC.Incentive Stock Option Award • June 8th, 2018 • National Commerce Corp • National commercial banks • Georgia
THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between LANDMARK BANCSHARES, INC. (the “Company”), a bank holding company organized under the laws of the State of Georgia, and ______________________________ (the “Participant”).
