Common use of Proposed Transaction Clause in Contracts

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark is a Georgia corporation based in Marietta, Georgia and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) engaged in the business of providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of Commerce, a national banking association (“NBC Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC to acquire the assets and business of Landmark through the merger of Landmark with and into NCC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries will be continued by NCC. NCC and Landmark have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark will merge with and into NCC. Immediately upon the Effective Time, Landmark’s corporate existence will cease, and NCC will be the surviving corporation. As the surviving corporation, NCC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark Common Stock (excluding shares held by Landmark, any Landmark Subsidiaries, NCC or any NCC Subsidiaries, other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares of Landmark Common Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted into and exchanged for the right to receive, subject to the terms and conditions set forth in Section 3.1 of the Agreement, Common Stock and cash. More specifically, each holder of issued and outstanding shares of Landmark Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of Landmark Common Stock, (i) 0.5961 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) $1.33 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 of the Agreement. NCC will not issue fractional shares, and holders of Landmark Common Stock will receive cash for their fractional shares. At the Effective Time, each outstanding and unexercised option to purchase shares of Landmark Common Stock pursuant to the Landmark Equity Incentive Plans (each, a “Landmark Option”) will cease to represent an option to purchase Landmark Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each Landmark Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or agreement governing such Landmark Option; provided, however, that, after the Effective Time (i) the number of shares of NCC Common Stock purchasable upon exercise of each Landmark Option will equal the product of (A) the number of shares of Landmark Common Stock that were purchasable under the Landmark Option immediately before the Effective Time and (B) 0.6275 (the “Option Conversion Ratio”), rounded to the nearest whole share; and (ii) the per share exercise price for each Landmark Option will equal the quotient obtained by dividing (A) the per share exercise price of the Landmark Option in effect immediately before the Effective Time by (B) the Option Conversion Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each Landmark Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark CenterState is a Georgia corporation based in Mariettafinancial holding company under the laws of the United States. Incorporated under the laws of the State of Florida, Georgia and CenterState is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark CenterState Bank, N.A., a Georgia state-chartered bank national banking association (“First Landmark CenterState Bank”) engaged ). CenterState provides traditional retail, commercial, mortgage, wealth management and SBA services throughout its Florida branch network and customer relationships in the business of providing banking and other financial institution services to its customers. neighboring states NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of Commerce, N.A., a national banking association (“NBC BankNBC”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC CenterState to acquire the assets and business of Landmark NCC through the merger of Landmark NCC with and into CenterState. Immediately upon the Effective Time, NCC’s corporate existence will cease, CenterState will be the surviving corporation and as a result, CenterState will succeed to all of the assets and liabilities of NCC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries NCC will be continued by NCCCenterState. Immediately after the Merger, NBC will be merged with and into CenterState Bank, with CenterState Bank being the surviving subsidiary bank of CenterState. NCC and Landmark CenterState have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark will merge with and into NCC. Immediately upon the Effective Time, Landmark’s corporate existence will cease, and NCC will be the surviving corporation. As the surviving corporation, NCC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark NCC Common Stock (excluding shares held by LandmarkNCC, CenterState, any Landmark Subsidiaries, NCC or any NCC Subsidiaries, of their respective subsidiaries other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares of Landmark Common Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted into and exchanged for the right to receivereceive CenterState National Commerce Corporation January 7, subject to the terms and conditions set forth in Section 3.1 of the Agreement, 2019 Common Stock and cash. More specifically, each holder of issued and outstanding shares of Landmark NCC Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b2.01(b) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of Landmark NCC Common Stock, (i) 0.5961 of a 1.65 fully paid and nonassessable share shares of NCC CenterState Common Stock, plus (ii) $1.33 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 2.04 of the Agreement. NCC CenterState will not issue fractional shares, and holders of Landmark NCC Common Stock will receive cash for their fractional shares. Holders of NCC Common Stock will not have any statutory rights to dissent in connection with the Merger and no cash will be paid for any outstanding shares of NCC Common Stock based upon such dissenters’ rights of appraisal. At the Effective Time, (i) each outstanding and unexercised option to purchase shares of Landmark Common NCC Stock pursuant to the Landmark Equity Incentive Plans (each, a “Landmark Option”) Option and each outstanding and unexercised NCC Warrant will cease to represent an option or right to purchase Landmark NCC Common Stock and will be converted automatically into an option to purchase NCC Common Stock (eachor right, an “NCC Option”), and NCC will assume each Landmark Option subject to its terms, including any acceleration in vesting that will occur as a consequence modification of the Merger according Consideration as provided under the terms of the Agreement, to any instrument, plan or agreement governing such Landmark Option; provided, however, that, after purchase that number of CenterState Common Stock as shall equal the Effective Time (i) product obtained by multiplying the Exchange Ratio by that number of shares of NCC Common Stock purchasable upon exercise of each Landmark which such NCC Stock Option will equal or NCC Warrant entitled the product of holder thereof to purchase (A) the number of shares of Landmark Common Stock that were purchasable under the Landmark Option immediately before the Effective Time and (B) 0.6275 (the “Option Conversion Ratio”), rounded to the nearest whole share; ), and (ii) the per share at an exercise price for each Landmark Option will equal to the quotient obtained by dividing (A) the exercise price per share exercise price of the Landmark NCC Stock Option in effect immediately before or NCC Warrant by the Effective Time by Exchange Ratio (B) the Option Conversion Ratio, rounded to the nearest cent). Notwithstanding the foregoing, each Landmark NCC Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark PCB is a Georgia Florida banking corporation based in MariettaBradenton, Georgia Florida and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) engaged in the business of providing banking and other financial institution services to its customers. In addition, PCB may be, but currently is not, the parent company of one or more subsidiaries (the “PCB Subsidiaries”). NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of CommerceNBC, a national banking association (“NBC Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC NBC to acquire the assets and business of Landmark PCB through the merger of Landmark PCB with and into NCCNBC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries PCB will be continued by NCCNBC. The NCC Entities and Landmark PCB have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark PCB will merge with and into NCCNBC. Immediately upon the Effective Time, LandmarkPCB’s corporate existence will cease, and NCC NBC will be the surviving corporationassociation. As the surviving corporationassociation, NCC NBC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCCPCB. National Commerce Corporation Landmark Bancshares, Inc. June 8Premier Community Bank of Florida May 10, 2018 By virtue of the Merger, each share of Landmark PCB Common Stock (excluding shares held by LandmarkPCB, any Landmark SubsidiariesNCC, a PCB Subsidiary or an NCC or any NCC Subsidiaries, Subsidiary other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares of Landmark Common Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted into and exchanged for the right to receive, subject to the terms and conditions set forth in Section 3.1 of the Agreement, receive NCC Common Stock and cash. More specifically, each holder of issued and outstanding shares of Landmark PCB Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b3.1(c) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of Landmark PCB Common Stock, (i) 0.5961 0.4218 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) $1.33 0.93 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 of the Agreement. NCC will not issue fractional shares, and holders of Landmark PCB Common Stock will receive cash for their fractional shares. At the Effective Time, each outstanding and unexercised option to purchase shares of Landmark PCB Common Stock pursuant to the Landmark Equity Incentive PCB Stock Option Plans (each, a an “Landmark PCB Option”) will cease to represent an option to purchase Landmark PCB Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each Landmark PCB Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or agreement governing such Landmark PCB Option; provided, however, that, after the Effective Time (i) the number of shares of NCC Common Stock purchasable upon exercise of each Landmark PCB Option will equal the product of (A) the number of shares of Landmark PCB Common Stock that were purchasable under the Landmark PCB Option immediately before the Effective Time and (B) 0.6275 0.4440 (the “Option Conversion Ratio”), rounded to the nearest whole share; and (ii) the per share exercise price for each Landmark PCB Option will equal the quotient obtained by dividing (A) the per share exercise price of the Landmark PCB Option in effect immediately before the Effective Time by (B) the Option Conversion Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each Landmark PCB Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark PB is a Georgia Florida banking corporation based in MariettaTrinity, Georgia Florida and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) engaged in the business of providing banking and other financial institution services to its customers. In addition, PB is the parent company of one or more subsidiaries (the “PB Subsidiaries”). NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of CommerceNBC, a national banking association (“NBC Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC NBC to acquire the assets and business of Landmark PB through the merger of Landmark PB with and into NCCNBC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries PB will be continued by NCCNBC. The NCC Entities and Landmark PB have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark PB will merge with and into NCCNBC. Immediately upon the Effective Time, LandmarkPB’s corporate existence will cease, and NCC NBC will be the surviving corporationassociation. As the surviving corporationassociation, NCC NBC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCCPB. National Commerce Corporation Landmark BancsharesPatriot Bank June 19, Inc. June 8, 2018 2017 By virtue of the Merger, each share of Landmark PB Common Stock (excluding shares held by LandmarkPB, any Landmark SubsidiariesNCC, a PB Subsidiary or an NCC or any NCC Subsidiaries, Subsidiary other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares of Landmark Common Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted into and exchanged for the right to receive, subject to the terms and conditions set forth in Section 3.1 of the Agreement, receive (a) NCC Common Stock and (b) cash. More specifically, each holder of issued and outstanding shares of Landmark PB Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b3.1(c) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s 's issued and outstanding shares of Landmark PB Common Stock, (i) 0.5961 0.1711 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) $1.33 0.725 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 of the Agreement. NCC will not issue fractional shares, and holders of Landmark PB Common Stock will receive cash for their fractional shares. At the Effective Time, each outstanding and unexercised option to purchase shares of Landmark Common Stock pursuant to the Landmark Equity Incentive Plans (each, a “Landmark Option”) will cease to represent an option to purchase Landmark Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each Landmark Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or agreement governing such Landmark Option; provided, however, that, after the Effective Time (i) the number of shares of NCC Common Stock purchasable upon exercise of each Landmark Option will equal the product of (A) the number of shares of Landmark Common Stock that were purchasable under the Landmark Option immediately before the Effective Time and (B) 0.6275 (the “Option Conversion Ratio”), rounded to the nearest whole share; and (ii) the per share exercise price for each Landmark Option will equal the quotient obtained by dividing (A) the per share exercise price of the Landmark Option in effect immediately before the Effective Time by (B) the Option Conversion Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each Landmark Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark RBF is a Georgia Florida banking corporation based in MariettaTavares, Georgia Florida and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) engaged in the business of providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of Commerce, a national banking association (“NBC Bank”) subsidiary engaged in the business of providing banking and other financial institution services to its customers. NBC is a national banking association based in Birmingham, Alabama, and is a wholly-owned subsidiary of NCC. The purpose of the Merger is to enable NCC NBC to acquire the assets and business of Landmark RBF through the merger of Landmark RBF with and into NCCNBC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries RBF will be continued by NCCNBC. The NCC Entities and Landmark RBF have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark RBF will merge with and into NCCNBC. Immediately upon the Effective Time, LandmarkRBF’s corporate existence will cease, and NCC NBC will be the surviving corporationassociation. As the surviving corporationassociation, NCC NBC will succeed to all of the assets and liabilities of LandmarkRBF. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark RBF Common Stock (excluding shares held by Landmark, any Landmark SubsidiariesRBF, NCC or any NCC Subsidiaries, NBC other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares of Landmark Common Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted converted, at the election of the holder thereof, into and exchanged for the National Commerce Corporation Reunion Bank of Florida September 14, 2015 right to receive, subject to the terms and conditions adjustment set forth in Section 3.1 of the Agreement, either (a) NCC Common Stock and or (b) cash. More specifically, each holder of issued and outstanding shares of Landmark RBF Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b3.1(c) of the Agreement Agreement, Cash Election Shares and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of Landmark RBF Common Stock, (i) 0.5961 0.7273 of a fully paid and nonassessable share of NCC Common Stock. In the alternative, plus (ii) $1.33 in cash, without interest, plus (iii) any cash, without interest, each holder of issued and outstanding shares of RBF Common Stock that shall make an election to receive cash in lieu of fractional exchanging their shares as specified of RBF Common Stock for NCC Common Stock pursuant to the procedure set forth in Section 3.4 3.1 of the Agreement, shall receive $16.00, without interest thereon, for each share of RBF Common Stock that is so converted (subject to adjustment of the form of consideration, if any, pursuant to Section 3.1 of the Agreement). Within five business days following the Effective Time, the aggregate cash amount and/or NCC Common Stock that would otherwise be paid upon the conversion in the Merger may be adjusted based upon a pro rata selection process, such that the aggregate cash amount that would be paid upon the conversion in the Merger is equal or nearly equal (as determined by the Exchange Agent) to the Total Cash Amount. The exact amount of NCC Common Stock and the cash and/or consideration received by each holder of RBF Common Stock pursuant to the Agreement, therefore, may vary based upon the adjustment (if any) set forth in Section 3.1 of the Agreement. NCC will not issue fractional shares, and holders of Landmark RBF Common Stock will receive cash for their fractional shares. At the Effective Time, each outstanding and unexercised option to purchase shares of Landmark Common Stock pursuant to the Landmark Equity Incentive Plans (each, a “Landmark Option”) will cease to represent an option to purchase Landmark Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each Landmark Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or agreement governing such Landmark Option; provided, however, that, after the Effective Time (i) the number of shares of NCC Common Stock purchasable upon exercise of each Landmark Option will equal the product of (A) the number of shares of Landmark Common Stock that were purchasable under the Landmark Option immediately before the Effective Time and (B) 0.6275 (the “Option Conversion Ratio”), rounded to the nearest whole share; and (ii) the per share exercise price for each Landmark Option will equal the quotient obtained by dividing (A) the per share exercise price of the Landmark Option in effect immediately before the Effective Time by (B) the Option Conversion Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each Landmark Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark RBF is a Georgia Florida banking corporation based in MariettaTavares, Georgia Florida and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) engaged in the business of providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of Commerce, a national banking association (“NBC Bank”) subsidiary engaged in the business of providing banking and other financial institution services to its customers. NBC is a national banking association based in Birmingham, Alabama, and is a wholly-owned subsidiary of NCC. The purpose of the Merger is to enable NCC NBC to acquire the assets and business of Landmark RBF through the merger of Landmark RBF with and into NCCNBC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries RBF will be continued by NCCNBC. The NCC Entities and Landmark RBF have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark RBF will merge with and into NCCNBC. Immediately upon the Effective Time, LandmarkRBF’s corporate existence will cease, and NCC NBC will be the surviving corporationassociation. As the surviving corporationassociation, NCC NBC will succeed to all of the assets and liabilities of LandmarkRBF. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark RBF Common Stock (excluding shares held by Landmark, any Landmark SubsidiariesRBF, NCC or any NCC Subsidiaries, NBC other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares of Landmark Common Stock held by shareholders of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted converted, at the election of the holder thereof, into and exchanged for the National Commerce Corporation Reunion Bank of Florida August 28, 2015 right to receive, subject to the terms and conditions adjustment set forth in Section 3.1 of the Agreement, either (a) NCC Common Stock and or (b) cash. More specifically, each holder of issued and outstanding shares of Landmark RBF Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(b3.1(c) of the Agreement Agreement, Cash Election Shares and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of Landmark RBF Common Stock, (i) 0.5961 0.7273 of a fully paid and nonassessable share of NCC Common Stock. In the alternative, plus (ii) $1.33 in cash, without interest, plus (iii) any cash, without interest, each holder of issued and outstanding shares of RBF Common Stock that shall make an election to receive cash in lieu of fractional exchanging their shares as specified of RBF Common Stock for NCC Common Stock pursuant to the procedure set forth in Section 3.4 3.1 of the Agreement, shall receive $16.00, without interest thereon, for each share of RBF Common Stock that is so converted (subject to adjustment of the form of consideration, if any, pursuant to Section 3.1 of the Agreement). Within five business days following the Effective Time, the aggregate cash amount and/or NCC Common Stock that would otherwise be paid upon the conversion in the Merger may be adjusted based upon a pro rata selection process, such that the aggregate cash amount that would be paid upon the conversion in the Merger is equal or nearly equal (as determined by the Exchange Agent) to the Total Cash Amount. The exact amount of NCC Common Stock and the cash and/or consideration received by each holder of RBF Common Stock pursuant to the Agreement, therefore, may vary based upon the adjustment (if any) set forth in Section 3.1 of the Agreement. NCC will not issue fractional shares, and holders of Landmark RBF Common Stock will receive cash for their fractional shares. At the Effective Time, each outstanding and unexercised option to purchase shares of Landmark Common Stock pursuant to the Landmark Equity Incentive Plans (each, a “Landmark Option”) will cease to represent an option to purchase Landmark Common Stock and will be converted automatically into an option to purchase NCC Common Stock (each, an “NCC Option”), and NCC will assume each Landmark Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or agreement governing such Landmark Option; provided, however, that, after the Effective Time (i) the number of shares of NCC Common Stock purchasable upon exercise of each Landmark Option will equal the product of (A) the number of shares of Landmark Common Stock that were purchasable under the Landmark Option immediately before the Effective Time and (B) 0.6275 (the “Option Conversion Ratio”), rounded to the nearest whole share; and (ii) the per share exercise price for each Landmark Option will equal the quotient obtained by dividing (A) the per share exercise price of the Landmark Option in effect immediately before the Effective Time by (B) the Option Conversion Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each Landmark Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark UCBI is a Georgia corporation based in Mariettabanking holding company under the laws of the United States. Incorporated under the laws of the State of Georgia, Georgia and UCBI is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark United Community Bank, a Georgia South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (“First Landmark UCBI Bank”) engaged ). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the business brand Seaside Bank and Trust. Services include a full range of providing consumer and commercial banking products, including mortgage, advisory, treasury management and other financial institution services to its customerswealth management. NCC Progress is a Delaware an Alabama corporation based in BirminghamHuntsville, Alabama and is the parent company of one or more subsidiaries (including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of the “NCC Subsidiaries”) including National Bank of Commerce, a national banking association Company (“NBC Company Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC UCBI to acquire the assets and business of Landmark Progress through the merger of Landmark Progress with and into NCCUCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of Progress. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries Progress will be continued by NCCUCBI. NCC Immediately after the Merger, Company Bank will be merged with and Landmark into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark will merge with and into NCC. Immediately upon the Effective Time, Landmark’s corporate existence will cease, and NCC will be the surviving corporation. As the surviving corporation, NCC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark Company Common Stock issued and outstanding immediately prior to the Effective Time, except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (excluding shares held by Landmark, any Landmark Subsidiaries, NCC or any NCC Subsidiaries, in each case other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted) and except for Dissenting Shares, shall be converted into the right to receive 0.770 validly issued, fully paid, and excluding nonassessable shares of Landmark Parent Common Stock. Progress Financial Corporation All of the shares of Company Common Stock held by shareholders converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of Landmark who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be and each Certificate previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) a certificate representing the number of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into and exchanged for the right to receive, subject (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the terms and conditions set forth in Section 3.1 Effective Time, the outstanding shares of the Agreement, Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and cashproportionate adjustment shall be made to the Exchange Ratio. More specifically, each holder Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Landmark Company Common Stock shall, shall be treated as if they had been converted as of the Effective Time (other than shares cancelled pursuant into the right to receive the Merger Consideration in accordance with Section 3.1(b) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement1.5(a), receive for each of such holder’s issued and outstanding shares of Landmark Common Stock, (i) 0.5961 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) $1.33 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 of the Agreement. NCC will not issue fractional shares, and holders of Landmark Common Stock will receive cash for their fractional shares. At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and unexercised be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings. Prior to the Effective Time, each holder of an option to purchase acquire shares of Landmark Company Common Stock issued pursuant to the Landmark Company Equity Incentive Plans Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (each5) days prior to the Closing Date, a “Landmark Option”) will cease Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to represent an option to purchase Landmark Common Stock Parent, whereby such Company Option shall be cancelled and will be converted automatically into an option the right to purchase NCC receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (eachB) the exercise price of each such Company Option, an “NCC Option”), and NCC will assume each Landmark Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to any instrument, plan or agreement governing such Landmark Option; provided, however, that, after the Effective Time multiplied by (iii) the number of shares of NCC Company Common Stock purchasable upon exercise subject to such Company Option. Progress Financial Corporation Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Landmark Option will Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit. As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Landmark Company Common Stock that were purchasable under the Landmark subject to such Assumed Option immediately before prior to the Effective Time and multiplied by (B) 0.6275 the Exchange Ratio (the “Option Conversion Ratio”), rounded down to the nearest whole share; number), and (iiiii) the per share exercise price for under each Landmark such Company Option will shall be adjusted to equal the quotient obtained by dividing of (Ax) the exercise price per share exercise price of the Landmark such Company Option in effect immediately before prior to the Effective Time divided by (By) the Option Conversion Ratio, rounded Exchange Ratio (round up to the nearest whole cent). Notwithstanding the foregoing, each Landmark Option that It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Code, as to be any stock option which is an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code”.