Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among
Community Bancorporation,
National Bank Holdings Corporation,
the Significant Stockholders (as defined herein), and
Park Roney
solely in his capacity as the Holders’ Representative
Dated as of April 18, 2022
ARTICLE ITHE MERGER1
1.1The Merger1
1.2Effective Time2
1.3Effects of the Merger2
1.4Conversion of Company Common Stock2
1.5Treatment of Company Equity Awards4
1.6Certificate of Incorporation and Bylaws of Surviving Corporation4
1.7Tax Consequences4
1.8Bank Merger4
1.9Principal Executive Offices of Surviving Corporation4
ARTICLE IIEXCHANGE OF SHARES5
2.1Purchaser to Make Exchange Fund Available5
2.2Exchange of Shares5
ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF COMPANY8
3.1Corporate Organization8
3.2Capitalization10
3.3Authority; No Violation11
3.4Consents and Approvals12
3.5Reports12
3.6Financial Statements13
3.7Broker’s Fees14
3.8Absence of Certain Changes or Events14
3.9Legal Proceedings14
3.10Taxes and Tax Returns15
3.11Employee Benefits; Employees16
3.12Fiduciary Activities21
3.13Compliance with Applicable Law21
3.14Certain Contracts23
3.15Agreements with Regulatory Agencies25
3.16Risk Management Instruments25
3.17Environmental Matters26
3.18Investment Securities and Commodities26
3.19Real Property27
3.20Intellectual Property27
3.21Data Protection and Privacy28
3.22Related Party Transactions29
3.23State Takeover Laws29
3.24Reorganization29
3.25Reserved29
3.26Company Information29
3.27Loan Portfolio30
3.28Insurance31
3.29Information Security31
-i-
Table of Contents
(continued)
Page
3.30Reserved32
3.31Marijuana Business32
3.32Mortgage Banking Business32
3.33Subordinated Indebtedness33
3.34Significant Stockholder Representations34
3.35No Other Representations or Warranties34
ARTICLE IVREPRESENTATIONS AND WARRANTIES OF PURCHASER35
4.1Corporate Organization35
4.2Capitalization36
4.3Authority; No Violation37
4.4Consents and Approvals38
4.5Reports38
4.6Financial Statements39
4.7Broker’s Fees40
4.8Absence of Certain Changes or Events40
4.9Legal Proceedings41
4.10Taxes and Tax Returns41
4.11SEC Reports42
4.12Compliance with Applicable Law42
4.13Certain Contracts43
4.14Agreements with Regulatory Agencies43
4.15State Takeover Laws44
4.16Reorganization44
4.17Purchaser Information44
4.18Information Security44
4.19No Other Representations or Warranties44
ARTICLE VCOVENANTS RELATING TO CONDUCT OF BUSINESS45
5.1Conduct of Business Prior to the Effective Time45
5.2Company Forbearances45
5.3Purchaser Forbearances49
ARTICLE VIADDITIONAL AGREEMENTS50
6.1Shelf Registration50
6.2Regulatory Matters53
6.3Access to Information54
6.4Stockholders’ Approvals55
6.5Legal Conditions to Merger55
6.6Stock Exchange Listing56
6.7Employee Benefit Plans56
6.8Indemnification; Directors’ and Officers’ Insurance58
6.9Additional Agreements59
6.10Advice of Changes59
-ii-
Table of Contents
(continued)
Page
6.11Dividends60
6.12Reserved60
6.13Acquisition Proposals60
6.14Public Announcements61
6.15Change of Method61
6.16Restructuring Efforts61
6.17Takeover Statutes61
6.18Assumption of Company Debt62
6.19Bank Merger62
ARTICLE VIICONDITIONS PRECEDENT62
7.1Conditions to Each Party’s Obligation To Effect the Merger62
7.2Conditions to Obligations of Purchaser63
7.3Conditions to Obligations of Company64
ARTICLE VIIITERMINATION AND AMENDMENT65
8.1Termination65
8.2Effect of Termination66
8.3Amendment66
8.4Extension; Waiver66
ARTICLE IXHOLDBACK AND INDEMNITY67
9.1Escrow of Holdback Amount67
9.2Survival of Certain Representations and Warranties67
9.3Indemnification by Holders67
9.4Indemnification by Purchaser69
9.5Indemnification Procedures70
9.6Mitigation Certain Limitations72
9.7Sole Remedy72
9.8Single Recovery72
9.9Materiality73
9.10Holders’ Representative73
9.11Powers of Holders’ Representative73
ARTICLE XGENERAL PROVISIONS74
10.1Closing74
10.2Non-survival of Representations, Warranties and Agreements74
10.3Expenses74
10.4Notices74
10.5Interpretation75
10.6Counterparts76
10.7Entire Agreement76
10.8Governing Law; Jurisdiction76
10.9Waiver of Jury Trial76
-iii-
Table of Contents
(continued)
Page
10.10Assignment; Third Party Beneficiaries77
10.11Specific Performance77
10.12Severability78
10.13Delivery by Facsimile or Electronic Transmission78
Form of Voting and Support Agreement1
-iv-
INDEX OF DEFINED TERMS
Page
Acquisition Proposal62
affiliate78
Agency33
Agreement1
Bank Merger4
Bank Regulatory Applications55
BHC Act8, 35
business day78
CARES Act23
Cash Consideration2
CDOB12
certificates5
Certificates of Merger2
Chosen Courts79
Closing76
Closing Date76
Code1
Company1
Company 401(k) Plan18
Company Articles9
Company Benefit Plans16
Company Bylaws9
Company Contract25
Company Disclosure Schedule8
Company ERISA Affiliate17
Company Indemnified Parties60
Company Leased Properties27
Company Meeting57
Company Owned Properties27
Company Qualified Plans18
Company Real Property27
Company Regulatory Agreement26
Company Representative75
Company Stock Plans4
Company Subsidiary9
Confidentiality Agreement57
Continuing Employee58
DGCL1
dollars78
Effective Time2
Enforceability Exceptions12
Environmental Laws26
ERISA16
Escrow Account69
Escrow Agent69
Exchange Agent5
Exchange Fund5
FDIC9
Federal Reserve Board12
FinCEN33
GAAP8
Governmental Entity13
Holdback Amount69
Holder5
Holders5
Insurer34
Intellectual Property28
IRS15
knowledge78
Liens11
Loan Investor34
Loans30
made available78
Marijuana Businesses33
Marijuana Priority33
Marijuana Termination33
Material Adverse Effect8
Merger1
Merger Consideration2
Multiemployer Plan18
Multiple Employer Plan18
New Plans58
NYSE7
Pandemic9
Pandemic Measures9
Permitted Encumbrances27
person78
PPACA17
Premium Cap60
Proxy Statement57
Purchaser1
Purchaser Contract43
Purchaser Disclosure Schedule35
Purchaser Equity Awards36
Purchaser Regulatory Agreement44
Purchaser Reports43
Purchaser Restricted Stock Award36
Purchaser Share Closing Price7
Purchaser Stock Options36
Purchaser Stock Plans37
Purchaser Subsidiary36
Regulatory Agencies13
Representatives62
Requisite Company Vote11
Requisite Regulatory Approvals56
SAR33
SEC12
Significant Stockholder(s)9.3(b)
SRO13
Stock Consideration2
Subsidiary9
Surviving Corporation1
Tax16
Tax Return16
Taxes16
Termination Date67
URBCA1
Voting and Support Agreements1
WDOB12
- v -
- vi -
4863-5131-8804
010-9368-0131/1/AMERICAS
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2022 (this “Agreement”), by and among Community Bancorporation, a Utah corporation (“Company”), National Bank Holdings Corporation, a Delaware corporation (“Purchaser”), the Significant Stockholders, and Park Roney, solely in his capacity as the Holders’ Representative.
W I T N E S S E T H:
WHEREAS, the Boards of Directors of Purchaser and Company have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which Company will, subject to the terms and conditions set forth herein, merge with and into Purchaser (the “Merger”), so that Purchaser is the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”) in the Merger; and
WHEREAS, for Federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code;
WHEREAS, as an inducement for Purchaser to enter into this Agreement, the Significant Stockholders have simultaneously herewith entered into a voting and support agreement (collectively, the “Voting and Support Agreements”), in connection with the Merger, substantially in the forms attached hereto as Exhibit A; and
WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
Except as disclosed in the correspondingly numbered section of the disclosure schedule delivered by Company to Purchaser concurrently herewith (the “Company Disclosure Schedule”), Company hereby represents and warrants to Purchaser as follows:
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
“Regulatory Agencies”), including, without limitation, any report, registration or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company. Except as set forth on Section 3.5 of the Company Disclosure Schedule and for normal examinations conducted by a Regulatory Agency in the ordinary course of business of Company and its Subsidiaries, (i) no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Company, investigation into the business or operations of Company or any of its Subsidiaries since January 1, 2017, (ii) there is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Company or any of its Subsidiaries and (iii) there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Company or any of its Subsidiaries since January 1, 2017, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Company.
- 13 -
- 14 -
- 15 -
- 16 -
- 17 -
- 18 -
- 19 -
- 20 -
- 21 -
- 22 -
- 23 -
- 24 -
Neither Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2019, a recipient of any supervisory letter from, or since January 1, 2019, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Company Disclosure Schedule, a “Company Regulatory Agreement”), nor has Company or any of its Subsidiaries been advised since January 1, 2019, by any Regulatory Agency or other Governmental Entity of any potential action that could restrict the business of Company or any of its Subsidiaries in any material respect.
- 25 -
Company and its Subsidiaries on a consolidated basis under any such derivative transaction has been reflected in the books and records of the Company and its Subsidiaries in accordance with GAAP consistently applied. Company and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to Company’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.
- 26 -
- 27 -
brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.
- 28 -
- 29 -
- 30 -
- 31 -
- 32 -
For purposes of this Section 3.32: (i) “Agency” means the Federal Housing Administration, the Federal Home Loan Mortgage Corporation, the Farmers Home Administration (now known as USDA Office of Rural Development), the Federal National Mortgage Association, the United States Department of Veterans’ Affairs, the Rural Housing Service of the U.S. Department of Agriculture or any other federal or state agency with authority to (x) determine any investment, origination, lending or servicing requirements with regard to mortgage loans originated, purchased or serviced by Company or any of its Subsidiaries or (y) originate, purchase, or service mortgage loans, or otherwise promote mortgage lending, including state and local housing finance authorities; (ii) “Loan Investor” means any person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or serviced by Company or any of its Subsidiaries or a security backed by or representing an interest in any such mortgage loan; and (iii) “Insurer” means a person who insures or guarantees for the benefit of the mortgagee all or any portion of the risk of loss upon borrower default on any of the mortgage loans originated, purchased or serviced by Company or any of its Subsidiaries, including the Federal Housing Administration, the United States Department of Veterans’ Affairs, the Rural Housing Service of the U.S. Department of Agriculture and any private mortgage insurer, and providers of hazard, title or other insurance with respect to such mortgage loans or the related collateral.
- 33 -
- 34 -
Except as disclosed in the correspondingly numbered section of the disclosure schedule delivered by Purchaser to the Company concurrently herewith (the “Purchaser Disclosure Schedule”), Purchaser hereby represents and warrants to the Company as follows:
- 35 -
- 36 -
- 37 -
- 38 -
respect to any report or statement relating to any examinations or inspections of Purchaser or any of its Subsidiaries, and (iii) there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Purchaser or any of its Subsidiaries since January 1, 2019, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Purchaser.
- 39 -
Since December 31, 2021, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Purchaser.
- 40 -
- 41 -
Purchaser or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Purchaser nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Purchaser nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Purchaser been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.
- 42 -
- 43 -
- 44 -
- 45 -
- 46 -
- 47 -
- 48 -
- 49 -
- 50 -
“The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States (a “State Act”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate cannot be sold, assigned or otherwise transferred within the United States unless such sale, assignment or other transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act or (ii) exempt from, or not subject to, the Securities Act and each applicable State Act. The securities evidenced by this certificate are subject to restrictions on transfer set forth in a Merger Agreement dated April 18, 2022, between National Bank Holdings Corporation and certain other parties thereto (a copy of which is on file with the Secretary of National Bank Holdings Corporation).”
- 51 -
- 52 -
- 53 -
- 54 -
- 55 -
transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Company or Purchaser or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
- 56 -
- 57 -
- 58 -
- 59 -
- 60 -
Company and Purchaser shall each use its reasonable best efforts to develop a joint communications plan, to ensure that all press releases and other public statements with respect to the transactions contemplated hereby shall be consistent with such joint communications plan, and except in respect of any announcement required by applicable law, or by obligations pursuant to any listing agreement with or rules of any securities exchange, to consult with each other before issuing any press release or, to the extent practical, otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby. The parties hereto agree that any initial press release to be issued with respect to the transactions contemplated hereby shall be in mutually agreed form.
- 61 -
Statute on any of the transactions contemplated by this Agreement, including, if necessary, challenging the validity or applicability of any such Takeover Statute.
- 62 -
- 63 -
- 64 -
- 65 -
The party desiring to terminate this Agreement pursuant to clause (b), (c), (d) or (e) of this Section 8.1 shall give written notice of such termination to the other party in accordance with Section 10.4 specifying the provision or provisions hereof pursuant to which such termination is effected
- 66 -
provided, however, that after adoption of this Agreement by the stockholders of Company, there may not be, without further approval of the stockholders of Company, any extension or waiver of this Agreement or any portion thereof that requires further approval under applicable law. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
From and after the date hereof, (x) the Holders shall jointly and severally, to the extent of the Holdback Amount, and (y) the Significant Stockholders shall, severally and not jointly, in accordance with the relative Ownership Percentage of
- 67 -
each Significant Stockholder, but only after the Holdback Amount shall have been exhausted, indemnify and hold harmless Purchaser, and any of its stockholders, directors, officers, partners, members, managers, employees, heirs, dependents, executors, administrators, agents, affiliates (including, after the Effective Time, the Company and its Subsidiaries), representatives, successors and assigns (but in each case excluding persons who are direct or indirect owners of Company as of immediately prior to the Effective Time) (such persons, the “Purchaser Indemnitees”) from and against all losses, Taxes, claims, damages, costs, expenses (including attorneys’ fees), liabilities, judgments or amounts that are paid in settlement, which settlement shall require the prior written consent of Purchaser not to be unreasonably withheld (collectively, “Losses”; provided, however, that in no event shall “Losses” include any consequential, special, incidental punitive damages, except to the extent such damages are paid or payable by an indemnified party to a Person that is not an indemnified party), arising out of or resulting from:
As used in this Agreement: (y) “Ownership Percentage” shall mean, with respect to any Significant Stockholder, the number of shares of Company Common Stock owned by such Significant Stockholder as of the Effective Time divided by the total number of outstanding shares of Company Common Stock owned by all Significant Stockholders as of the Effective Time and (z) “Transaction Expenses” shall mean the amount of the following fees, costs, charges and other expenses incurred by and payable by Company or its Subsidiaries or for which Company or any of its Subsidiaries is liable: (i) all fees and expenses of counsel, accountants, investment bankers, consultants and other advisors related to the transactions contemplated by this Agreement, (ii) any transaction or change-in-control bonus payment payable by Company or its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement and the employer portion of any payroll Taxes associated therewith, other than the payments set forth on Company Disclosure Schedule 3.11(a), (iii) any severance resulting from any termination of employment prior to the Closing (other than any termination of employment
- 68 -
at the request of Parent or its Affiliates) and the employer portion of any payroll Taxes associated therewith, and (iv) the employer portion of any payroll Taxes associated with payments paid or payable under the Company Equity Plan.
- 69 -
- 70 -
- 71 -
- 72 -
Indemnified Party shall be entitled to recover a particular dollar amount of Losses associated with such matter only once pursuant to this ARTICLE IX.
- 73 -
Community Bancorporation
215 W 2230 N
Provo, UT 84604
Attention:Park Roney
- 74 -
With a required copy (which shall not constitute notice) to:
Kirton McConkie
50 E S Temple Suite 400
Salt Lake City, UT 84111
Attention: Gary Winger
Email: gwinger@kmclaw.com
and
National Bank Holdings Corporation
7800 East Orchard, Suite 300
Greenwood Village, Colorado 80111
Attention: Angela Petrucci
Email: angela.petrucci@nbhbank.com
With a required copy (which shall not constitute notice) to:
Squire Patton Boggs (US) LLP
201 E. Fourth St., Suite 1900
Cincinnati, Ohio 45202
Attention: James J. Barresi
Email: james.barresi@squirepb.com
- 75 -
Entity or other entity of any kind or nature, (iii) an “affiliate” of a specified person is any person that directly or indirectly controls, is controlled by, or is under common control with, such specified person, (iv) the term “made available” means any document or other information that was (a) provided by one party or its representatives to the other party and its representatives prior to the date hereof, (b) included in the virtual data room of a party prior to the date hereof or (c) filed by a party with the SEC and publicly available on EDGAR prior to the date hereof, (v) the “transactions contemplated hereby” and “transactions contemplated by this Agreement” shall include the Merger and the Bank Merger and (vi) “ordinary course” and “ordinary course of business” with respect to either party shall take into account the commercially reasonable actions taken by such party and its Subsidiaries in response to the Pandemic and the Pandemic Measures. The Company Disclosure Schedule and the Purchaser Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars.
- 76 -
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.
- 77 -
[Signature Page Follows]
- 78 -
IN WITNESS WHEREOF, National Bank Holdings Corporation and Community Bancorporation, have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written and each of the Significant Stockholders and Park Roney, solely in his capacity as the Holders’ Representative, have executed this Agreement as of the date first above written.
National Bank Holdings Corporation
By: _/s/ G. Timothy Laney__________
Name: G. Timothy Laney
Title: Chairman, President and CEO
Community Bancorporation
By: _/s/ Park R. Roney___________
Name: Park R. Roney
Title: Chairman, President & CEO
Park Roney, solely in his capacity as the Holders’ Representative
_/s/ Park Roney____________________
Park Roney
[Signature Page to Agreement and Plan of Merger]
SIGNIFICANT STOCKHOLDERS:
_/s/ Blake Roney______________
Blake Roney
__/s/ Park Roney________________
Park Roney
__/s/ Steven Lund______________
Steven Lund
_/s/ Martin Snow_________________
Martin Snow
[Signature Page to Agreement and Plan of Merger]