Note 11 – Acquisition

On July 7, 2015, the Company announced the signing of a definitive agreement providing for the merger of Reunion Bank of Florida (“Reunion”), headquartered in Tavares, Florida, with and into NBC. Subsequent to the merger, Reunion will become a part of NBC, but will continue to operate under the “Reunion Bank of Florida” name and its existing management team.

Under the terms of the definitive agreement, each share of common stock of Reunion issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive either 0.7273 shares of NCC common stock or cash in the amount of $16.00. However, the total amount of cash payable in the merger will be equal to, as nearly as practicable, but in no event will exceed, $7,365,680, which represents approximately 20% of the currently issued and outstanding shares of Reunion common stock. Based on the 2,301,773 shares of common stock of Reunion currently issued and outstanding, the Company will issue approximately 1,339,264 shares of the Company’s common stock to Reunion shareholders in the merger, excluding any shares that may be issued in connection with future option exercises, and the currently outstanding options to purchase 286,343 shares of Reunion common stock will be converted into options to purchase approximately 208,257 shares of the Company’s common stock, at a weighted average exercise price of $14.11 per share. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Reunion’s shareholders. The Company expects the merger to close during the fourth quarter of 2015.