ASSET PURCHASE AGREEMENT


This Asset Purchase
Agreement (this “Agreement”), dated as of
May __, 2015, is entered into by and between INDEPENDENCE BANCSHARES, INC., a
South Carolina corporation (“Buyer”) and registered
bank holding company for Independence National Bank (the “Bank”) and MPIB HOLDINGS, LLC, a Delaware limited liability company
(“Seller”).

RECITALS 

WHEREAS, Seller is engaged
in the business of developing mobile payments and digital banking technologies
and processes including technology architectures, regulatory and compliance
infrastructures, market research, pricing strategies, customer lists, vendor due
diligence and relationships, and documentation, processes and procedures and
intellectual property to support patent applications for unique processes and
other applicable intellectual property and other consulting and financial
services-related businesses (the “Business”); and


WHEREAS, Seller wishes to
sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller,
certain assets and certain Liabilities of the Business, subject to the terms and
conditions set forth herein. 

NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE
I
Definitions

Section 1.01
Definitions. Unless otherwise
specified in this Agreement, capitalized terms used herein shall have the
meanings set forth in Schedule
1 to this Agreement. 

ARTICLE
II
Purchase and
Sale  

Section
2.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth
herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver
to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and
interest in, to and under the tangible and intangible assets, properties and
rights described in this Section 2.01 (collectively, the “Purchased Assets”): 

(a) all
computer software, hardware and systems of Seller in connection with the
Business as set forth on Schedule 2.01(a) of the Disclosure Schedules;


(b) all
Intellectual Property Rights as set forth on Schedule 2.01(b) or Schedule
4.16(a) of the Disclosure Schedules; 

1 







(c) all
Intellectual Property Agreements to which Seller is party in connection with the
conduct of the Business as set forth on Schedule 2.01(c) of the Disclosure
Schedules (“Assigned Intellectual Property
Agreements”);

(d) all
Contracts or other arrangements to which Seller is party in connection with the
conduct of the Business, as set forth on Schedule 2.01(d) of the Disclosure
Schedules (“Assigned
Contracts”); 

(e) all
(i) books and records relating to the assets, properties and rights of Seller
relating to the Business or the Purchased Assets; (ii) market research studies,
surveys, reports, analyses and similar information relating to the Business;
(iii) all active and inactive files and data relating to the Business; and (iv)
sales data, brochures, catalogues, literature, forms, mailing lists, art work,
photographs and advertising material, in whatever form or media relating to the
Business (collectively, “Books and
Records”); 

(f) all
claims, causes of action, choses in action, rights of recovery and rights of
set-off of any kind in favor of Seller or pertaining to, or arising out of, the
Purchased Assets (“Claims”); and

(g) all
goodwill and other intangible properties associated with any of the assets
described in the foregoing clauses including, without limitation, the
Intellectual Property Rights. 

Section
2.02 Excluded Assets. Notwithstanding anything to the contrary in this
Agreement, Buyer shall not purchase and Seller shall not sell, transfer or
assign to Buyer any assets except the Purchased Assets. Without limiting the
generality of the foregoing, it is expressly agreed that Buyer shall not
purchase and Seller shall not sell, transfer or assign to Buyer the following
(collectively, the “Excluded
Assets”): 

(a) all
the assets, properties and rights specifically set forth on Schedule 2.02(a) of
the Disclosure Schedules;

(b) all
accounts or notes receivable of Seller or any of its Affiliates, including all
accounts or notes receivable relating to the Business and any account, account
receivable, note or note receivable payable to Seller by any Member or any other
member of Seller or Affiliate of Seller; 

(c) all
cash and cash equivalents and securities of Seller or any of its Affiliates;


(d) all
bank accounts of Seller or any of its Affiliates; 

(e) all
Contracts that are not Assigned Contracts; 

(f) Sellers’ organizational documents, minute books, membership interest
books, Tax Returns, books of account and records of Seller pertaining to the
Business which Seller is prohibited from disclosing or transferring to Buyer
under applicable Law and is required by applicable Law to retain; 

2 







(g) all
refunds, rebates, abatements, credits, net operating losses or other tax assets
(including duty and tax refunds and prepayments), of Seller or any of its
Affiliates; 

(h) all
claims, rights, benefits and interests arising under or resulting from any
Excluded Assets or Excluded Liabilities;

(i) any
future business of Seller or any of its Affiliates;

(j) the
rights which accrue or will accrue to Seller under this Agreement; 

(k) all
prepaid expenses and deposits of Seller, but only to the extent of the benefit
to be conferred by such prepaid expenses and deposits to the Business after the
Closing Date; 

(l) all
rights and benefits under all employee benefit plans of Seller; 

(m) contracts of insurance maintained by or on behalf of Seller or any of its
Affiliates (including any return of charges or premiums under retrospective
rating plans) and all insurance proceeds or claims made by Seller or any of its
Affiliates thereunder; and 

(n) all
rights of Seller and the Members under this Agreement or any agreement,
instrument or other document entered into in connection herewith or any rights
in connection with the transactions contemplated hereby and thereby. 

Section
2.03 Assumed Liabilities. At the Closing, Buyer shall assume (with an
effective date of January 1, 2013 (the “Assumption Date”)), and
from the Assumption Date and thereafter Buyer shall pay, perform, fulfill,
discharge and otherwise satisfy in accordance with their respective terms, and
Seller shall sell, convey, assign, transfer and deliver to Buyer, only the
obligations and Liabilities of Seller set forth in Section 2.03(a) and 2.03(b)
(the “Assumed
Liabilities”), as
follows:

(a) all
Liabilities and obligations that arise out of events occurring after the
Assumption Date relating to the Intellectual Property Rights, the Assigned
Intellectual Property Agreements, the Assigned Contracts and the Claims, except
(i) in each case, to the extent such Liabilities and obligations, but for a
breach or default by Seller or any of its Affiliates would have been paid,
performed or otherwise discharged on or prior to the Assumption Date or to the
extent the same arise out of any such breach or default, (ii) in each case, to
the extent such Liabilities and obligations would be required to be reflected on
a balance sheet as of Assumption Date with respect to the Purchased Assets
prepared in accordance with GAAP and were not disclosed on Schedule 4.20 of the
Disclosure Schedules (excluding any Liabilities paid directly by, or to the
actual Knowledge of, Buyer), and (iii) to the extent that such agreements were
not assigned to Buyer hereunder in compliance with any required consents of
other parties or consents or approvals of Governmental Authorities; and


(b) any
Liabilities and obligations expressly listed on Schedule 2.03(b) of the
Disclosure Schedules, to the extent clearly and unambiguously described therein.


3 







Notwithstanding anything in
this Agreement to the contrary, Buyer shall not assume any Liabilities or
obligations of Seller or the Purchased Assets, including the Intellectual
Property Rights, except for those Liabilities and obligations which are listed
in Schedule 2.03 of the Disclosure Schedules. Seller understands that, other
than the Assumed Liabilities of Seller specifically listed in Schedule 2.03 of
the Disclosure Schedules, Buyer shall not assume, nor shall Buyer or any of its
Affiliates, directors, employees, shareholders or agents, be deemed to have
assumed or guaranteed, or be responsible for in any way, any Liabilities or
obligations, whether such Liabilities or obligations are contingent or
otherwise, or direct or indirect, of Seller or any of its Affiliates.


Section
2.04 Retained Liabilities. The Liabilities and obligations which shall be
retained by Seller or any of its Affiliates (the “Retained Liabilities”) shall consist of all Liabilities of Seller or
any of its Affiliates other than the Assumed Liabilities, including, without
limitation, the following: (a) all Liabilities of Seller or any of its
Affiliates relating to Indebtedness; (b) all Liabilities of Seller or any of its
Affiliates resulting from, constituting or relating to a breach of any of the
representations, warranties, covenants or agreements of Seller or any of its
Affiliates under this Agreement in accordance with the indemnification
provisions of this Agreement; (c) all Liabilities of Seller or any of its
Affiliates for federal, state, local or foreign taxes, including taxes incurred
in respect of or measured by the income of Seller or any of its Affiliates
earned on or realized prior to the Assumption Date, including any gain and
income from the sale of the Purchased Assets and other transactions contemplated
herein; (d) all Liabilities of Seller or any of its Affiliates arising in
connection with its operations related to the Business except as otherwise
specifically provided in Section 2.03; (e) all Liabilities of Seller or any of
its Affiliates arising in connection with its operations unrelated to the
Business; (f) any liability of Seller or any of its Affiliates based on its
tortious or illegal conduct; (g) any liability or obligation incurred by Seller
or any of its Affiliates in connection with the negotiation, execution or
performance of this Agreement and the transactions contemplated hereby,
including, without limitation, all legal, accounting, brokers’, finders’ and
other professional fees and expenses except as otherwise specifically provided
in Section 8.01; (h) any Liabilities or obligations of Seller to the Members and
any of its other members, employees, directors, officers or any other of its
Affiliates; and (i) all Liabilities incurred by Seller or any of its Affiliates
after the Assumption Date. 

Section
2.05 Purchase Price. As consideration for the sale, transfer, and
conveyance of the Purchased Assets to Buyer, Buyer agrees to deliver to Seller
the following consideration (the “Purchase Price”):

(a) On the
Closing Date, Buyer shall remit to Seller an amount equal to Two Hundred and
Fifty Thousand Dollars ($250,000.00) by wire transfer of immediately available
funds to the account designated in Section 8.02(C) below, or such other account
designated in writing by Seller to Buyer (“Designated Account”);

4 







(b) Within
seven business days following the Deferred Purchase Price Trigger Event (defined
below), Buyer shall remit to Seller an amount equal to One Million Five Hundred
Thousand Dollars ($1,500,000.00) by wire transfer of immediately available funds
to the Designated Account.
The “Deferred Purchase Price Trigger
Event” shall mean the date
Buyer’s (i) Cumulative Consolidated Core Net Income (as defined below) exceeds
Two Million Dollars ($2,000,000.00), or
(ii) Cumulative aggregate consolidated Gross Revenues of net interest income and
non-interest revenues exceeds Eight Million Dollars ($8,000,000.00) for any
consecutive five quarterly periods and Buyer’s average market capitalization for
the 30 day period immediately prior to the Deferred Purchase Price Trigger Event
exceeds Fifty Million Dollars ($50,000,000.00). “Cumulative Consolidated Core Net
Income” means the sum of the
Buyer’s and its subsidiaries’ net income before other comprehensive income
determined in accordance with GAAP consistently applied as reported in Buyer’s
10-Q and 10-K filings with the Securities and Exchange Commission. For the
avoidance of doubt, Cumulative Consolidated Core Net Income shall exclude (i)
net losses, if any, before other comprehensive income of the Buyer, (ii)
unrealized gains or loss on investment securities available for sale (iii) gains
or loss from goodwill, and (iv) gains or loss from extraordinary nonrecurring
items as reported on the Company’s financials. “Cumulative consolidated gross revenues of net
interest income and non-interest revenues” means the gross revenues of the Buyer from both
net interest income and non-interest income, calculated on a consolidated basis
with all subsidiaries, cumulated each quarter for the period beginning in the
period of the Closing, and measured at the end of each calendar quarter
thereafter determined in accordance with GAAP consistently applied as reported
in Buyer’s 10-Q and 10-K filings with the Securities and Exchange Commission;
and

(c) On the
Closing Date, Buyer shall issue to Seller One Million Five Hundred Thousand
(1,500,000) shares of common stock of Buyer (the “Restricted Stock”), as evidenced by the Restricted Stock Agreement
in the form of Exhibit
C (the “Restricted Stock Agreement”) which shall include the following restrictions:
(i) the Restricted Stock shall not vest with Seller or any of its Affiliates (or
any transferee thereof) unless and until there is a Deferred Purchase Price
Trigger Event; and (ii) the Restricted Stock shall not vest with Seller or any
of its Affiliates (or any transferee thereof) and shall be returned by Seller to
Buyer if the Deferred Purchase Price Trigger Event does not occur on or before
the tenth (10th) anniversary of the Closing Date (except as described
below in Section 2.5(d)). 

(d) If,
prior to the earlier of either the tenth (10th) anniversary of the
Closing Date or a Deferred Purchase Price Trigger Event, the Buyer accepts an
offer to sell 100% of its outstanding shares of stock, the following procedure
will apply: 

(i) The Buyer will obtain
an appraisal or fairness opinion as to the consideration paid for the shares of
the Buyer from a nationally recognized investment bank (the “Valuation”), which shall include a separate valuation of the
Bank which is limited to the Bank’s rendering of traditional banking services
(the “Bank Valuation”). The
parties agree that the value of the Buyer in excess of the Bank (as limited to
its rendering of traditional banking services) shall be attributed to the
Buyer’s transaction processing business (the “Transaction Processing Business”). 

(ii) Upon the closing of
the sale of 100% of the outstanding shares of the Buyer, the Deferred Purchase
Price Trigger Event shall be deemed to have occurred and the payments made and
vesting of Restricted Stock described in this Section 2.05 shall be made to the
extent that the net proceeds of such sale, in excess the value of the Bank, are
sufficient to fund the consideration to Seller stated in this Section 2.5. In
the event of the sale of 100% of the outstanding shares of the Buyer for stock
consideration, the Buyer will make
best efforts to negotiate a cash portion of payment to the Seller equal to the
cash consideration described in Section 2.05(b) above. 

5 







(iii) In the event that the
Buyer accepts an offer to sell 100% of the outstanding shares of the Buyer, but
such purchaser is unwilling to pay additional consideration for the Transaction
Processing Business in an amount at least equal to the deferred purchase price
described in Section 2.05(b) and (c) above, the Buyer will make best efforts to
sell the Transaction Processing Business separately from the Bank, and if such
separate sale occurs, the Deferred Purchase Price Trigger Event shall be deemed
to have occurred and the payments made and vesting of Restricted Stock described
in this Section 2.05 shall be made to the extent that the net proceeds of such
sale are sufficient to fund the consideration to Seller described in Section
2.05, which payment shall in no event exceed the Purchase Price. 

Section
2.06 Allocation of Purchase Price. Buyer and Seller agree that the Purchase Price
shall be allocated among the Purchased Assets in a reasonable manner and
prepared in accordance with Section 1060 of the Code and the treasury
regulations promulgated thereunder. Any subsequent adjustments to the Purchase
Price shall be made in a manner consistent with Section 1060 of the Code and the
regulations thereunder. Neither Seller nor the Members on the one hand, nor
Buyer on the other hand, shall file any return or take a position with any
taxing authority that is inconsistent with the allocation referred to herein.
Additionally, Buyer, on the one hand, and Seller and the Members, on the other
hand, shall cooperate with the other in any filings required under Section 1060
of the Code. 

ARTICLE III

Closing 

Section
3.01 Closing. Subject to the terms and conditions of this Agreement, the consummation
of the transactions contemplated by this Agreement (the “Closing”) shall take via electronic exchange of documents at 10:00 a.m., EST on
the date hereof or at such other time, date or place as Seller and Buyer may
mutually agree upon in writing (the day on which the Closing takes place being
the “Closing Date”). The Closing shall be deemed effective as of
12:01 a.m. EDT as of the Closing Date. 

Section
3.02 Closing Actions. 

(a) At the
Closing, Seller shall deliver to Buyer the following: 

(i) a
general assignment and bill of sale in the form of Exhibit A (the “Bill of
Sale”) and duly executed by
Seller;

(ii) an
assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment
and Assumption Agreement”) and
duly executed by Seller; 

(iii) the
Inventions Assignment agreement in the form of Exhibit D hereto (the “Inventions
Assignment Agreement”) and duly
executed by the Member; 

6 







(iv) the
Restricted Stock Agreement duly executed by Seller; and 

(v) Such
other conveyancing documents as Buyer shall reasonably determine to be
appropriate to transfer title and/or ownership to the Purchased Assets to Buyer
hereunder including, without limitation, resolutions of the members and managers
of Seller authorizing the actions contemplated in this Agreement and the
Transaction Documents. 

(b) At the
Closing, Buyer shall deliver to Seller the following: 

(i) the
Purchase Price in accordance with Section 2.05(a) and (c); 

(ii) the
Assignment and Assumption Agreement duly executed by Buyer; 

(iii) the
Inventions Assignment Agreement duly executed by Buyer;

(iv) the
Restricted Stock Agreement duly executed by Buyer; and 

(v) counterparts of the conveyancing documents described in Section
3.02(a)(v) above. 

ARTICLE IV

Representations and
warranties of seller and the members 

Seller, represent and
warrant to the Purchaser that the statements contained in this Section 4 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4).


Section
4.01 Organization and Qualification of Seller.
Seller is a limited liability
company duly organized, validly existing and in good standing under the Laws of
the state of Delaware and has all necessary corporate power and authority to
own, operate or lease the properties and assets now owned, operated or leased by
it and to carry on the Business as currently conducted. Seller is duly licensed
or qualified to do business and is in good standing in each jurisdiction in
which the ownership of the Purchased Assets or the operation of the Business as
currently conducted makes such licensing or qualification necessary, except
where the failure to be so licensed, qualified or in good standing would not
have a Material Adverse Effect. 

7 







Section
4.02 Authority of Seller. Seller has full power and authority to enter into
this Agreement and the other Transaction Documents to which Seller is a party,
to carry out its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by
Seller of this Agreement and any other Transaction Document to which Seller is a
party, the performance by Seller of its obligations hereunder and thereunder and
the consummation by Seller of the transactions contemplated hereby and thereby
have been duly authorized by all requisite action on the part of Seller and no
other corporate action is necessary for the execution, delivery and performance
by Seller of the Transaction Documents and the consummation by Seller of the
transactions contemplated by the Transaction Documents. This Agreement has been
duly executed and delivered by Seller and the Members, and (assuming due authorization, execution and
delivery by Buyer) this Agreement constitutes a legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity). When each other Transaction Document to
which Seller and the Members is or will be a party has been duly executed and
delivered by Seller (assuming due authorization, execution and delivery by each
other party thereto), such Transaction Document will constitute a legal and
binding obligation of Seller enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar Laws affecting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). 

Section
4.03 No Conflicts; Consents. Except as expressly set forth on Schedule 4.03 of
the Disclosure Schedules, the execution, delivery and performance of the
Transaction Documents to which any of Seller is a party, and the consummation by
Seller of the transactions contemplated by the Transaction Documents, will not
(i) conflict with or result in a breach of the terms, conditions or provisions
of, (ii) constitute a default under, (iii) result in the creation of any lien
upon any of the Purchased Assets under, (iv) give any third party the right to
modify, terminate or accelerate any Assumed Liability or other liability or
obligation of Seller under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or declaration or
notice to any governmental entity pursuant to the Seller’s Certificate of
Formation or Seller Operating Agreement, or any agreement, instrument or other
document, or any legal requirement which Seller, or any of Seller’s assets are
subject. Without limiting the generality of the foregoing, except as set forth
on Schedule 4.03 of the Disclosure Schedules, neither Seller, any of their
respective Affiliates has entered into any agreement, or is bound by any
obligation of any kind whatsoever, directly or indirectly to transfer or dispose
of (whether by sale of stock or assets, assignment, merger, consolidation or
otherwise) the Business or the Purchased Assets (or any substantial portion
thereof) to any person or entity other than the Purchaser, and neither Seller
have entered into any agreement or any obligation of any kind whatsoever to
issue any capital stock of Seller to any person or entity. 

Section
4.04 Tax Returns. Set forth as Schedule 4.04 of the Disclosure Schedules are correct and
complete copies of all tax returns of Seller for the years ended December 31,
2011 through December 31, 2014 (the “Tax Returns”). The Tax
Returns present fairly the financial condition of Seller as of the dates and for
the periods, are correct and complete, and are consistent with the books and
records of Seller (which books and records are correct and complete), subject to
normal year-end adjustments (which will not be material individually or in the
aggregate).

Section
4.05 Absence of Certain Changes, Events and Conditions.
Except as set forth on Schedule
4.05 of the Disclosure Schedules, from December 31, 2014 until the date of this
Agreement, Seller has operated the Business in the ordinary course of business
in all material respects and there has not been any material adverse change in
the financial condition, operations or business of Seller taken as a whole from
that shown on the Tax Returns, or any material transaction or commitment effected or entered into by Seller
outside the ordinary course of the Business.

8 







Section
4.06 Material Contracts. 

(a) Schedule 4.06(a) of the Disclosure Schedules lists each Contract (x) by
which any of the Purchased Assets are bound or affected or (y) to which Seller
is a party or by which it is bound in connection with the Business or the
Purchased Assets, excluding however any of the foregoing which were both (i)
entered into in the ordinary course of the business and (ii) may be terminated
without penalty, premium or liability by Seller on not more than thirty-one (31)
days prior written notice
(collectively, the
“Material
Contracts”). 

(b) Seller
is not in breach of, or default under, any Material Contract, except for such
breaches or defaults that would not have a Material Adverse Effect. 

Section
4.07 Title to Purchased Assets. Except as set forth on Schedule 4.07 of the
Disclosure Schedules, Seller has good and marketable title to, or a valid
leasehold interest in, the Purchased Assets, free and clear of any Encumbrances.
The Purchased Assets include all tangible and intangible property and assets
(except for the Excluded Assets) necessary for the continued conduct of the
Business after Closing in the same manner as conducted prior to Closing. The
transfer of the Purchased Assets hereunder conveys to the Buyer good, valid and
indefeasible title to the Purchased Assets, free and clear of any Encumbrances.


Section
4.08 Real Property. Seller neither owns nor leases any real property.


Section
4.09 Legal Proceedings; Governmental
Orders. 

(a) There
are no Actions pending or, to Seller’s Knowledge after due inquiry, threatened
against or by Seller relating to or affecting the Business or the Purchased
Assets which, if determined adversely to Seller would result in a Material
Adverse Effect. 

(b) There
are no outstanding Governmental Orders and no unsatisfied judgments, penalties
or awards against or affecting the Business or the Purchased Assets which would
result in a Material Adverse Effect. 

Section
4.10 Compliance With Laws; Permits. 

(a) Except
as set forth in Schedule 4.10(a) of the Disclosure Schedules, Seller is in
compliance with all Laws applicable to the conduct of the Business as currently
conducted and the ownership and use of the Purchased Assets except where the
failure to be in compliance would not have a Material Adverse Effect. Further,
no event has occurred that is reasonably likely to give rise to any action,
suit, proceeding, hearing, investigation, charge, complaint, claim or demand
that would, if it gave rise thereto, have a Material Adverse Effect. 

(b) All
Permits required for Seller to conduct the Business as currently conducted or
for the ownership and use of the Purchased Assets have been obtained by Seller
and are valid and in full force and effect,
except where the failure to obtain such Permits would not have a Material
Adverse Effect. 

9 







(c) None
of the representations and warranties in this Section 4.10 shall be deemed to
relate to employee benefits matters (which are governed by Section 4.11),
employment matters (which are governed by Section 4.12) or tax matters (which
are governed by Section 4.12). 

Section
4.11 No Employees or Benefit Plans. Seller has not employed any Persons or
established or maintained any employee benefit plans at any time from its
inception through and including the Closing Date. 

Section
4.12 Tax Matters. 

(a) Except
as set forth in Schedule 4.12 of the Disclosure Schedules, Seller has filed all
Tax Returns that it was required to file with respect to the Business. All such
Tax Returns were correct and complete. All Taxes owed by Seller with respect to
the Business, the Purchased Assets or otherwise (whether or not shown on any Tax
Return), have been paid and all current Taxes with respect to the Business, the
Purchased Assets, income, expense or credits of Seller have been paid or
provided for or will be paid or provided for prior to the Closing. Seller is not
currently the beneficiary of any extension of time within which to file any Tax
Return. No claim with respect to the Business or the Purchased Assets has ever
been made by an authority in a jurisdiction where Seller does not file Tax
Returns that it is or may be subject to taxation by that jurisdiction. There is
no lien on any of the Purchased Assets that arose in connection with any failure
(or alleged failure) to pay any Tax. 

(b) Seller
has withheld and paid all material Taxes with respect to the Business, the
Purchased Assets or otherwise required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor,
creditor, member, stockholder or other third party. 

(c) There
is no pending dispute or claim concerning any tax liability of Seller with
respect to the Business or the Purchased Assets. No Tax audits are pending or
being conducted with respect to Seller. 

(d) The
representations and warranties set forth in this Section 4.12 are Seller’s sole
and exclusive representations and warranties regarding Tax matters. 

Section
4.13 Brokers. Neither the Seller nor any of its Affiliates has any liability or
obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by this Agreement. 

Section
4.14 No Undisclosed Liabilities. As of the Closing Date, Seller has no
Liabilities or obligations (whether absolute or contingent, liquidated or
unliquidated, known or unknown, or due or to become due), and there is no basis
for any present or future action, suit, proceeding, hearing, investigation,
charge, complaint, claim or demand, except for Liabilities and obligations (i)
expressly listed on Schedule 4.14 of the Disclosure Schedules, to the extent
clearly and unambiguously described therein, (ii) reflected on the Tax Returns,
and (iii) arising after the Closing Date in
the ordinary course of business (none of which results from, arises out of,
relates to or was caused by any breach of contract, breach of warranty, tort,
infringement or violation of law). 

10 







Section
4.15 Material Misstatements or
Omissions. No representation or
warranty by Seller or the Members in this Agreement, and no document, written
statement, certificate or schedule furnished or to be furnished to Buyer by (or
on behalf of) Seller or the Members pursuant thereto, when construed together
with all other such representations, warranties, documents, written statements,
certificates or schedules contains, or will, when furnished, contain, any untrue
statement of a material fact, or omits, or will then omit to state, a material
fact necessary to make any statement of facts contained herein or therein not
materially misleading. There have been no events or transactions, or information
which has come to the attention of Seller or the Members which, as related
directly to the Business or the Purchased Assets, could reasonably be expected
to have a Material Adverse Effect on the business, operations, affairs or
condition of the Business or the Purchased Assets other than for general
economic or industry conditions or trends. 

Section
4.16 Intellectual Property.

(a) Schedule 4.16(a) of the Disclosure Schedules lists each patent,
registered trademark, registered service mark, trade dress, logo, trade name,
copyright, mask work and registration or application for any of the foregoing
owned by or licensed to Seller for use in connection with the Business. Except
as specifically set forth on Schedule 4.16(a) of the Disclosure Schedules,
Seller has good and marketable title to each item of Intellectual Property
purported to be owned by it, free and clear of any liens, existing or pending.
Seller owns or has the right to use pursuant to licenses, sublicenses,
agreements or permission all patents, trademarks, service marks, trade dress,
trade secrets, logos, trade names, copyrights and mask works necessary for the
operation of the Business as presently conducted. Each item of Intellectual
Property owned or used by Seller immediately prior to the Closing Date will be
owned or available for use by the Buyer on identical terms and conditions
immediately subsequent to the Closing Date. Seller has taken all necessary and,
to the belief of Seller, desirable action to maintain and protect each item of
Intellectual Property that it owns or uses. The Members have assigned to the
Business all of their intellectual property rights relating to the Business.


(b) Schedule 4.16(b) of the Disclosure Schedules identifies each unregistered
trademark, service mark, trade name, corporate name or Internet domain name,
computer software item (other than commercially available off-the-shelf software
purchased or licensed for less than a total cost of $1,000 in the aggregate) and
each material unregistered copyright used by the Company in connection with its
business. With respect to each item of Intellectual Property required to be
identified in Schedule 4.16(b): 

(i) Seller owns and
possesses all right, title, and interest in and to the item, free and clear of
any Lien, license, or other restriction or limitation regarding use or
disclosure; 

11 







(ii) the item is not
subject to any outstanding injunction, judgment, order, decree, ruling, or
charge; 

(iii) no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand is
pending or, to the Knowledge of any Member, is threatened that challenges the
legality, validity, enforceability, use, or ownership of the item, and, to the
Knowledge of any Member there are no grounds for the same; 

(iv) other than as set
forth on Schedule 4.16(b) of the Disclosure Schedules, Seller has never agreed
to indemnify any Person for or against any interference, infringement,
misappropriation, or other conflict with respect to the item; and 

(v) no loss or expiration
of the item is threatened, pending, or reasonably foreseeable, except for
patents expiring at the end of their statutory terms (and not as a result of any
act or omission by Seller, including without limitation, a failure by Seller to
pay any required maintenance fees). 

(c) Schedule 4.16(c) of the Disclosure Schedules lists identifies each item
of Intellectual Property that any third party owns and that Seller uses pursuant
to a license, sublicense, agreement, or permission. Seller has delivered to
Buyer correct and complete copies of all such licenses, sublicenses, agreements,
and permissions (each as amended to date). 

(d) Seller
has not interfered with, infringed upon, misappropriated or, to the Knowledge of
Seller, otherwise come into conflict with any Intellectual Property rights of
third parties, and neither Seller nor the Members, directors and officers (and
employees with responsibility for Intellectual Property matters) of Seller have
ever received any charge, complaint, claim, demand or notice alleging any such
interference, infringement, misappropriation, violation or adverse claims of
ownership (including any claim that Seller must license or refrain from using
any Intellectual Property rights of any third party). No third party has
interfered with, infringed upon, misappropriated or, to the Knowledge of Seller,
otherwise come into conflict with any Intellectual Property Rights of Seller.


(e) Each
of the employees, agents, contractors or consultants who have contributed to or
participated in the discovery, creation or development of Intellectual Property
on behalf of Seller: (i) has assigned or is under a valid obligation to assign
all right, title, and interest thereto to Seller; (ii) is a party to a valid
“work for hire” agreement under which Seller is deemed to be the author and
original owner of the copyright to the Intellectual Property; or (iii) has by
operation of law vested in Seller all right, title, and interest in the
Intellectual Property by virtue of his or her employment with Seller.


(f) Seller
has complied with and is presently in compliance with all federal, state, local,
governmental (including, but not limited to, the Federal Trade Commission and
State Attorneys General), administrative or regulatory laws, regulations,
guidelines and rules applicable to any Intellectual Property of Seller and shall
take all steps necessary to ensure such compliance until the Closing Date.


12 







(g) Seller
further agrees, without any additional consideration, to execute any instruments
and to do all other things reasonably requested by Buyer (both during and after
the term of this Agreement) in order to (i) file applications in relation to the
protection of intellectual property, including but not limited to patent,
trademark, and copyright applications and (ii) vest more fully in or record
ownership by Buyer or its designee all ownership rights in those items hereby
transferred by Seller to Buyer, or to evidence such ownership by Buyer.


(h) Seller
shall provide any trade secrets to Buyer in such form and format as requested by
Buyer and shall continue to disclose any such trade secrets to Buyer upon
reasonable request, wherein this provision shall extend after the expiration of
this Agreement. 

Section
4.17 Transactions with Affiliates. Except as specifically set forth in Schedule
4.17 of the Disclosure Schedules, Seller has not been involved in any business
arrangement or relationship with any of its members or Affiliates, including the
Members, within the past 36 months, and none of its members or Affiliates,
including the Members, own any assets, tangible or intangible (including the
Purchased Assets), or provides any service which is used in the
Business.

Section
4.18 Investment.

(a) Seller
is acquiring the Restricted Stock to be received by it pursuant to this
Agreement for investment for its own account and not with a view to
participating directly or indirectly in any resale, distribution or underwriting
thereof in violation of the Securities Act, or applicable state securities laws,
and Seller will not offer or sell the Restricted Stock received pursuant to this
Agreement in violation of the Securities Act or applicable state securities
laws. Seller understands that the Restricted Stock received pursuant to this
Agreement will be registered following the lapse of restrictions stated in the
Restricted Stock Agreement, pursuant to the terms of this Agreement and the
Restricted Stock Agreement. However, the Restricted Stock has not been
registered under the Securities Act or under applicable state securities laws as
of the date of this Agreement and may not be sold, transferred, assigned,
pledged or otherwise transferred or disposed of unless there is an effective
registration statement under the Securities Act covering such securities and the
securities have been qualified or registered under applicable state securities
laws or an exemption from the registration requirements of the Securities Act
and such laws is available. Seller also understands that until such time as the
Restricted Stock is registered under the Securities Act or under applicable
state securities laws or an exemption from the registration requirements of the
Securities Act and such laws is available, certificates representing such
Restricted Stock shall bear an appropriate legend regarding the restrictions on
transfer and Buyer shall order any transfer agent it may appoint to stop the
transfer thereof absent compliance with such restrictions. 

(b) Seller
is an “accredited investor” as such term is defined in Regulation D promulgated
under the Securities Act. Seller (i) acknowledges that Buyer has made available
to Seller a copy of the Buyer SEC Filings, (ii) understands that it has not been
furnished with any exhibits to the Buyer SEC Filings and that it may, upon its
written request, receive from Buyer a copy of any such exhibit and (iii)
acknowledges that it has been provided an opportunity to ask questions and receive
answers from Buyer concerning the terms and conditions of the offering of the
Restricted Stock and to obtain any additional information which Buyer possesses
or can acquire without unreasonable effort or expense that is necessary to
verify the accuracy of any information furnished with such
offering. 

13 









Section
4.19 Capitalization. The authorized capital ownership interest of
Seller consists only of capitalization amounts contributed by the Members
identified in Schedule 4.19 of the Disclosure Schedules. Except as set forth in
Schedule 4.19 of the Disclosure Schedule, Seller has not authorized any other
measures of capital ownership of Seller. Except as set forth in Schedule 4.19 of
the Disclosure Schedule, there are no agreements, arrangements or understandings
to which Seller or the Members are a party (written or oral) to issue any other
measures of capital ownership of Seller, there are no options or other rights to
require such units or other measures of capital ownership and there are no
preemptive rights or agreements, arrangements or understandings to issue
preemptive rights with respect to the issuance or sale of any units or other
measures of capital ownership of Seller created by statute, the Certificate of
Formation of Seller or the Seller Operating Agreement, or any agreement or other
arrangement to which Seller or any of the Members are a party or to which they
are bound and there are no agreements, arrangements or understandings to which
Seller or the Members are a party (written or oral) pursuant to which Seller has
the right to elect to satisfy any Liability by issuing any units or other
measures of capital ownership of Seller. Other than the Seller Operating
Agreement, Seller is not a party or subject to any agreement or understanding,
and, to Seller’s and the Members’ knowledge after due inquiry, there is no
agreement, arrangement or understanding between or among any Persons which
affects, restricts or relates to voting, giving of written consents,
distributions, allocation of profits and losses, or transferability of units or
other measures of capital ownership of Seller, including any voting trust
agreement or proxy. 

Section
4.20 No Liabilities on Closing Date. Except as set forth in Schedule 4.20 of the
Disclosure Schedules, Seller shall have no Liabilities or Indebtedness on the
Closing Date including, without limitation, Liabilities or Indebtedness
associated with the following: (a) all Liabilities of Seller relating to
Indebtedness for borrowed money; (b) all Liabilities of Seller for federal,
state, local or foreign Taxes, including Taxes incurred in respect of or
measured by the income of Seller earned on or realized prior to the Closing
Date, including any gain and income from the sale of the Purchased Assets and
other transactions contemplated herein; (c) all Liabilities for all
environmental, ecological, health or safety claims to the extent arising out of
the operation of the Business or the Purchased Assets by Seller on or before the
Closing Date; (d) all Liabilities of Seller arising in connection with its
operations unrelated to the Business except as otherwise specifically provided
in Schedule 4.20 of the Disclosure Schedule; (e) any liability of Seller based
on its tortious or illegal conduct; and (f) any liability or obligation incurred
by Seller in connection with the negotiation, execution or performance of this
Agreement and the transactions contemplated hereby, including, without
limitation, all legal, accounting, brokers’, finders’ and other professional
fees and expenses. 

Section
4.21 No Additional Activities. Since the Assumption Date, the Members have not
engaged in any activities related to the Business, except as an agent,
executive, consultant, employee and/or director of the Company including,
without limitation, any activities in their individual capacity or as an agent, member, manager, employee, officer
and/or director of Seller. Since the Assumption Date, Seller has not engaged in
any activities related to the Business. 

14 







ARTICLE V 
REPRESENTATIONS AND WARRANTIES OF
BUYER 

Buyer represents and
warrants to Seller that the statements contained in this Article V are true and
correct as of the date hereof. 

Section
5.01 Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the Laws of the State of South Carolina.


Section
5.02 Authority of Buyer. Buyer has all necessary power and authority to
enter into this Agreement and the other Transaction Documents to which Buyer is
a party, to carry out its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by
Buyer of this Agreement and any other Transaction Document to which Buyer is a
party, the performance by Buyer of its obligations hereunder and thereunder and
the consummation by Buyer of the transactions contemplated hereby and thereby
have been duly authorized by all requisite action on the part of Buyer. This
Agreement has been duly executed and delivered by Buyer, and (assuming due
authorization, execution and delivery by Seller) this Agreement constitutes a
legal, valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting
creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity). When each
other Transaction Document to which Buyer is or will be a party has been duly
executed and delivered by Buyer (assuming due authorization, execution and
delivery by each other party thereto), such Transaction Document will constitute
a legal and binding obligation of Buyer enforceable against it in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors’
rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). 

Section
5.03 No Conflicts; Consents. The execution, delivery and performance by Buyer
of this Agreement and the other Transaction Documents to which it is a party,
and the consummation of the transactions contemplated hereby and thereby, do not
and will not: (a) result in a violation or breach of any provision of the
partnership agreement of Buyer; (b) result in a violation or breach of any
provision of any Law or Governmental Order applicable to Buyer; or (c) require
the consent, notice or other action by any Person under, conflict with, result
in a violation or breach of, constitute a default under or result in the
acceleration of any agreement to which Buyer is a party, except in the cases of
clauses (b) and (c), where the violation, breach, conflict, default,
acceleration or failure to give notice would not have a Material Adverse Effect
on Buyer’s ability to consummate the transactions contemplated hereby. No
consent, approval, Permit, Governmental Order, declaration or filing with, or
notice to, any Governmental Authority is required by or with respect to Buyer in
connection with the execution and delivery of this Agreement and the other
Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents,
approvals, Permits, Governmental Orders, declarations, filings or notices which
would not have a Material Adverse Effect on Buyer’s ability to consummate the
transactions contemplated hereby and thereby. 

15 







Section
5.04 Brokers. No broker, finder or investment banker is entitled to any brokerage,
finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement or any other Transaction Document based upon
arrangements made by or on behalf of Buyer. 

Section
5.05 Independent Investigation. Buyer has conducted its own independent
investigation, review and analysis of the Business, the Purchased Assets and the
Assumed Liabilities, and acknowledges that it has been provided adequate access
to the personnel, properties, assets, books and records, and other documents and
data of Seller for such purpose. Buyer has relied solely upon its own
investigation and the express representations and warranties of Seller set forth
in Article IV of this Agreement (including related portions of the Disclosure
Schedules); and (b) neither Seller nor any other Person has made any
representation or warranty as to Seller, the Business, the Purchased Assets or
this Agreement, except as expressly set forth in Article IV of this Agreement
(including the related portions of the Disclosure Schedules). 

ARTICLE VI

COVENANTS 

Section
6.01 Books and Records. In order to facilitate the resolution of any
claims made against or incurred by Seller prior to the Closing, or for any other
reasonable purpose, for a period of six (6) years after the Closing, Buyer shall
(and shall cause its Affiliates to) (a) retain the Books and Records (including
personnel files) relating to periods prior to the Closing in a manner reasonably
consistent with the prior practices of Seller; and (b) upon reasonable notice,
afford Seller’s Representatives reasonable access (including the right to make,
at Seller’s expense, photocopies), during normal business hours, to such Books
and Records. 

Section
6.02 Bulk Sales Laws. The parties hereby waive compliance with the
provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction
that may otherwise be applicable with respect to the sale of any or all of the
Purchased Assets to Buyer. 

Section
6.03 Transfer Taxes. All transfer, documentary, sales, use, stamp,
registration, value added and other similar Taxes and fees (including any
penalties and interest) incurred in connection with this Agreement and the other
Transaction Documents shall be borne and paid by Buyer when due. Buyer shall, at
its own expense, timely file any Tax Return or other document with respect to
such Taxes or fees (and Seller shall cooperate with respect thereto as
necessary). 

Section
6.04 Further Assurances. Following the Closing, each of the parties hereto
shall, and shall cause their respective Affiliates to, execute and deliver such
additional documents, instruments, conveyances and assurances and take such
further actions as may be reasonably
required to carry out the provisions hereof and give effect to the transactions
contemplated by this Agreement and the other Transaction Documents.


16 







Section
6.05 Limitations on Sellers’ Representations and
Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES MADE BY SELLER CONTAINED IN ARTICLE IV HEREOF,
(I) SELLER MAKES NO OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO
(A) THE VALUE, DESIGN, UTILITY, QUALITY, MANUFACTURE, FITNESS OR CONDITION OF
THE PURCHASED ASSETS, (B) THE ABSENCE OF DEFECTS (LATENT OR APPARENT), (C)
FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF MERCHANTABILITY OR TITLE OR
WARRANTY (LEGAL OR CONVENTIONAL) OF QUALITY OR (D) THE TRANSACTIONS CONTEMPLATED
HEREBY AND (II) SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY EXPRESS
OR IMPLIED WARRANTY, GUARANTEE, STATEMENT, PROMISE, REPRESENTATION OR
INFORMATION MADE OR FURNISHED BY ANY BROKER, AGENT, EMPLOYEE OR OTHER PERSON
REPRESENTING OR PURPORTING TO REPRESENT SELLER OR ARISING OUT OF ANY USAGE OF
TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. 

Section
6.06 Buyer Financial Statements and
Information. Buyer shall maintain
its financial statements in accordance with GAAP. 

Section
6.07 Seller Inspection. Seller shall be entitled to inspect, and may
select an accounting firm (or other Representatives) to inspect, during normal
business hours and on reasonable notice to Buyer, such books and records in
order to verify the accuracy of the cumulative consolidated net income reported
by Buyer. Seller shall be solely responsible for its fees and costs related to
such inspection (including the fees and costs of such accounting firm or other
Representatives), unless a discrepancy with respect to the amount of cumulative
consolidated net income exceeding 5% is revealed by such audit, in which case
Buyer shall be responsible for all of Seller’s fees and costs related to such
audit. If Seller (or its accounting firm or other Representatives, as
applicable) determines that any such books and records are inaccurate, Buyer
shall correct the inaccuracy. If Buyer does not correct the inaccuracy, Seller
will share sufficient information with Buyer to allow the parties to resolve in
good faith the alleged inaccuracy. In the event that Buyer ceases to be subject
to the reporting requirements under the Securities Exchange Act of 1934, as
amended, then Buyer shall retain an independent accounting firm reasonably
satisfactory to Seller to maintain all books and records with respect to the
cumulative consolidated net income. If the majority of the business, assets
and/or stock of Buyer is acquired prior to the date of the final payment
pursuant to Section 2.05, whether pursuant to merger or otherwise, then Buyer
shall take all necessary and appropriate action to cause the acquirer(s) in such
transaction to comply with the provisions of Section 2.05. 

Section
6.08 Consents of Third Parties. Seller shall obtain the consent in writing of
all persons necessary to permit Seller to assign and transfer all of the
Purchased Assets to Buyer, free and clear of all liens, security interests,
restrictions, claims and encumbrances (other than the Assumed Liabilities) and
to perform its obligations under, and to conclude the transactions contemplated by, this Agreement in order that the
performance hereof will not result in the termination of, or any violation,
breach or default under any material contracts, loans, notes, agreements,
obligations, leases, permits or licenses to which Seller is a party or by which
any of Seller’s property is bound. 

17 







Section
6.09 Survival of Covenants. Except as otherwise provided herein, each of the
covenants set forth in Article VI shall survive the Closing. 

ARTICLE VII

DISCLAIMER; SURVIVAL; INDEMNIFICATION; SET-OFF 

Section
7.01 Survival. All of the Fundamental Representations will survive the Closing,
regardless of any investigation made by Buyer. All of the additional
representations and warranties of the parties contained in this Agreement, in
any document to be delivered pursuant to this Agreement, in any document
delivered in connection with the Closing, or in any other document delivered or
to be delivered in connection with the transactions contemplated hereunder will
survive for eighteen (18) months following the Closing and will thereafter
expire, regardless of any investigation made by any of the parties hereto.


Section
7.02 Indemnification By Seller. Seller agrees to indemnify and hold each of Buyer
and its Affiliates, stockholders, officers, directors, employees, agents and
successors and assigns (collectively, the “Buyer Indemnitees”) harmless against and in respect of (i) all
obligations and Liabilities of Seller or the Members, whether accrued, absolute,
fixed, contingent or otherwise, not expressly assumed by Buyer pursuant to this
Agreement, (ii) any loss, liability or damage incurred or sustained by any Buyer
Indemnitee as a result of any breach by Seller or the Members of this Agreement,
including, without limitation, any breach of any of the representations,
warranties and covenants contained herein or in certificates or other documents
delivered hereunder or pursuant hereto or otherwise in connection with the
transactions contemplated hereby, (iii) any loss, liability, penalties, interest
or other damage incurred in connection with this Agreement under any bulk sales
law, and (iv) all reasonable out-of-pocket costs and expenses (including
reasonable attorneys’ and accountants’ fees) incurred by any Buyer Indemnitee in
connection with any action, suit, proceeding, demand, assessment or judgment
incident to any of the matters indemnified against in this Section 7.02.


Section
7.03 Indemnification By Buyer. Buyer agrees to indemnify and hold each of the
Seller and their respective Affiliates, stockholders, officers, directors,
employees, agents and successors and assigns (collectively, the “Seller Indemnitees”) harmless against and in respect of (i) all
obligations and Liabilities arising under the Assumed Liabilities from and after
the Closing Date, (ii) any loss, liability or damage incurred or sustained by
any Seller Indemnitee as a result of any breach by Buyer of this Agreement,
including, without limitation, any breach of any of the representations,
warranties and covenants contained herein or in certificates or the documents
delivered hereunder or pursuant hereto or otherwise in connection with the
transactions contemplated hereby, and (iii) all reasonable out-of-pocket costs
and expenses (including reasonable attorneys’ and accountants’ fees) incurred in
connection with any action, suit, proceeding, demand, assessment or judgment
incident to any of the matters indemnified against in this Section 7.03.


18 







Section
7.04 Certain Limitations. The party making a claim under this Article VII is
referred to as the “Indemnified
Party”, and the party against
whom such claims are asserted under this Article VII is referred to as the
“Indemnifying
Party”. The indemnification
provided for in Section 7.02 and Section 7.03 shall be subject to the following
limitations: 

(a) In the absence of fraud or
intentional misrepresentation, shall not be liable to the Indemnified Party for
indemnification under Section 7.02 or Section 7.031 as the case may be, until the
aggregate amount of all Losses in respect of indemnification under Section
7.02(a) or Section 7.03(a) exceeds $500,000 (the
“Deductible”), in which event the Indemnifying Party shall
only be required to pay or be liable for Losses in excess of the Deductible.
With respect to any claim as to which the Indemnified Party may be entitled to
indemnification under Section 7.02(a) or Section 7.03(a), as the case may be,
the Indemnifying Party shall not be liable for any individual or series of
related Losses which do not exceed $50,000 (which Losses
shall not be counted toward the Deductible). 

(b) In the absence of fraud or
intentional misrepresentation, the aggregate amount of all Losses for which an
Indemnifying Party shall be liable pursuant to Section 7.02 or Section 7.03, as
the case may be, shall not exceed fifteen percent (15%) of the maximum Purchase
Price payable under this Agreement received or to be received by the Seller
(when, as and if earned), except for Losses related to the Fundamental
Representations which shall not exceed the maximum Purchase Price payable under
this Agreement received or to be received by the Seller (when, as and if
earned). 

(c) Payments by an Indemnifying
Party pursuant to Section 7.02(a) or Section 7.03(a) in respect of any Loss
shall be limited to the amount of any liability or damage that remains after
deducting therefrom any insurance proceeds and any indemnity, contribution or
other similar payment received or reasonably expected to be received by the
Indemnified Party in respect of any such claim. The Indemnified Party shall use
its commercially reasonable efforts to recover under insurance policies or
indemnity, contribution or other similar agreements for any such Losses prior to
seeking indemnification under this Agreement. 

(d) Payments by an Indemnifying
Party pursuant to Section 7.02 or 7.03 in respect of any Loss shall be reduced
by an amount equal to any Tax benefit realized or reasonably expected to be
realized as a result of such Loss by the Indemnified Party. 

(e) In no event shall any
Indemnifying Party be liable to any Indemnified Party for any punitive,
incidental, consequential, special or indirect damages, including loss of future
revenue or income, loss of business reputation or opportunity relating to the
breach or alleged breach of this Agreement, or diminution of value or any
damages based on any type of multiple. 

(f) Each Indemnified Party shall
take, and cause its Affiliates to take commercially reasonable steps to mitigate
any Loss subject to Sections 7.02(a) or 7.03(a), as the case may be, upon
becoming aware of any event which would reasonably be expected to, or does, give
rise thereto, including incurring costs only
to the minimum extent necessary to remedy the breach that gives rise to such
Loss. 

19 







(g) Seller shall not be liable
under Section 7.02(a) for any Losses based upon or arising out of any inaccuracy
in or breach of any of the representations or warranties of Seller contained in
this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the
Closing. 

Section
7.05 Indemnification Procedures. 

(a) Third Party
Claims. If any Indemnified Party
receives notice of the assertion or commencement of any action, suit, claim or
other legal proceeding made or brought by any Person (a “Third Party Claim”) against such Indemnified Party with respect to
which the Indemnifying Party is obligated to provide indemnification under this
Agreement, the Indemnified Party shall give the Indemnifying Party prompt
written notice thereof. The failure to give such prompt written notice shall
not, however, relieve the Indemnifying Party of its indemnification obligations,
except and only to the extent that the Indemnifying Party forfeits rights or
defenses by reason of such failure. Such notice by the Indemnified Party shall
describe the Third Party Claim in reasonable detail, shall include copies of all
material written evidence thereof and shall indicate the estimated amount, if
reasonably practicable, of the Loss that has been or may be sustained by the
Indemnified Party. The Indemnifying Party shall have the right to participate
in, or by giving written notice to the Indemnified Party, to assume the defense
of any Third Party Claim at the Indemnifying Party’s expense and by the
Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in
good faith in such defense. In the event that the Indemnifying Party assumes the
defense of any Third Party Claim, subject to Section 7.05(b), it shall have the
right to take such action as it deems necessary to avoid, dispute, defend,
appeal or make counterclaims pertaining to any such Third Party Claim in the
name and on behalf of the Indemnified Party. The Indemnified Party shall have
the right, at its own cost and expense, to participate in the defense of any
Third Party Claim with counsel selected by it subject to the Indemnifying
Party’s right to control the defense thereof. Seller and Buyer shall cooperate
with each other in all reasonable respects in connection with the defense of any
Third Party Claim, including making available records relating to such Third
Party Claim and furnishing, without expense (other than reimbursement of actual
out-of-pocket expenses) to the defending party, management employees of the
non-defending party as may be reasonably necessary for the preparation of the
defense of such Third Party Claim. 

(b) Settlement of Third Party
Claims. Notwithstanding any other
provision of this Agreement, the Indemnifying Party shall not enter into
settlement of any Third Party Claim without the prior written consent of the
Indemnified Party (which consent shall not be unreasonably withheld or delayed),
except as provided in this Section 7.05(b). If an offer is made to settle a
Third Party Claim without leading to liability or the creation of a financial or
other obligation on the part of the Indemnified Party and provides, in customary
form, for the unconditional release of each Indemnified Party from all
Liabilities and obligations in connection with such Third Party Claim, the
Indemnifying Party may settle the Third Party Claim upon the terms set forth in
such offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 7.05(a),
it shall not agree to any settlement without the written consent of the
Indemnifying Party. 

20 







(c) Direct
Claims. Any claim by an
Indemnified Party on account of a Loss which does not result from a Third Party
Claim (a “Direct
Claim”) shall be asserted by the
Indemnified Party giving the Indemnifying Party prompt written notice thereof.
The failure to give such prompt written notice shall not, however, relieve the
Indemnifying Party of its indemnification obligations, except and only to the
extent that the Indemnifying Party forfeits rights or defenses by reason of such
failure. Such notice by the Indemnified Party shall describe the Direct Claim in
reasonable detail, shall include copies of all material written evidence thereof
and shall indicate the estimated amount, if reasonably practicable, of the Loss
that has been or may be sustained by the Indemnified Party. The Indemnifying
Party shall have 10 days after its receipt of such notice to respond in writing
to such Direct Claim. During such 10-day period, the Indemnified Party shall
allow the Indemnifying Party and its professional advisors to investigate the
matter or circumstance alleged to give rise to the Direct Claim, and whether and
to what extent any amount is payable in respect of the Direct Claim and the
Indemnified Party shall assist the Indemnifying Party’s investigation by giving
such information and assistance (including access to the Indemnified Party’s
premises and personnel and the right to examine and copy any relevant accounts,
documents or records) as the Indemnifying Party or any of its professional
advisors may reasonably request. If the Indemnifying Party does not so respond
within such 10-day period, the Indemnifying Party shall be deemed to have
rejected such claim, in which case the Indemnified Party shall be free to pursue
such remedies as may be available to the Indemnified Party on the terms and
subject to the provisions of this Agreement. In the event of any claim for
indemnity under Section 7.03, Buyer agrees to give Seller and its
Representatives reasonable access to its books and records and employees
relating to the Purchased Assets and the Business (and the operations thereof)
in connection with the matters for which indemnification is sought to the extent
Seller reasonably deems such access necessary in connection with its rights and
obligations under this Article VII and at no cost to Seller. 

Section
7.06 Tax Treatment of Indemnification Payments.
All indemnification payments made
under this Agreement shall be treated by the parties as an adjustment to the
Purchase Price for Tax purposes, unless otherwise required by Law. 

Section
7.07 Right to Assert Defenses and
Rights. Buyer hereby agrees that
Seller shall have the right to assert on its behalf, and Seller shall have the
benefit of, any defense or right included in the Purchased Assets in connection
with Seller’s defense of any matter with respect to which a Buyer Indemnitee is
seeking indemnification under this Article VII.

Section
7.08 Exclusive Remedies. Subject to Section 8.09, the parties acknowledge
and agree that their sole and exclusive remedy with respect to any and all
claims (other than claims arising from fraud on the part of a party hereto in
connection with the transactions contemplated by this Agreement) for any breach
of any representation, warranty, covenant, agreement or obligation set forth
herein or otherwise relating to the subject matter of this Agreement, shall be
pursuant to the indemnification provisions set forth in this Article VII. In
furtherance of the foregoing, each party hereby waives, to the fullest extent
permitted under Law, any and all rights, claims and causes of action for any
breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating
to the subject matter of this Agreement it may have against the other parties
hereto and their Affiliates and each of their respective Representatives arising
under or based upon any Law, except pursuant to the indemnification provisions
set forth in this Article VII. Nothing in this Section 7.08 shall limit any
Person’s right to seek and obtain any equitable relief to which any Person shall
be entitled pursuant to Section 8.09 or to seek any remedy on account of any
fraud by any party hereto. 

21 







Section
7.09 Right to Set-Off. Notwithstanding anything in this Agreement to the
contrary, upon notice to Seller specifying in reasonable detail the basis for
such set-off, Buyer may set off any amount to which it may be entitled under
this Section 7 against any amounts payable to Seller including, without
limitation, amounts payable under Section 2 of this Agreement. The exercise of
such right of set-off by Buyer in good faith, whether or not ultimately
determined to be justified, will not constitute a breach of any duty or
agreement between Buyer and Seller. Neither the exercise of nor the failure to
exercise such right of set-off will constitute an election of remedies or limit
Buyer in any manner in the enforcement of any other remedies that may be
available to it. 

ARTICLE
VIII
MISCELLANEOUS 

Section
8.01 Expenses. Except as otherwise expressly provided by this Agreement, each of the
parties hereto will bear all legal, accounting, investment banking and other
expenses incurred by it or on its behalf in connection with the transactions
contemplated by this Agreement, whether or not such transactions are
consummated; provided that at Closing, Buyer shall reimburse Seller for all
reasonable costs and expenses including, without limitation, fees and
disbursements of counsel, financial advisors, tax advisors and accountants,
incurred in connection with this Agreement and legal, tax and valuation
assessments conducted in anticipation of this agreement including but not
limited to the fees and expenses of Martin LLP, which fees shall not exceed
$100,000. Buyer shall also reimburse Seller for any costs associated with
preparing, filing and administering the regulatory notice as required in Section
2.06(c), which costs shall not exceed $30,000. 


22 







Section
8.02 Notices. All notices and other communications given or made pursuant hereto shall
be in writing and shall be (a) delivered by a recognized overnight courier
service, (b) sent by registered or certified mail (postage prepaid, return
receipt requested) or (c) sent by telecopy or other written form of electronic
communication (with a copy thereof delivered in accordance with clause (a), (b)
or (c) of this Section 8.02) to the parties at the following respective
addresses: 

		(A)	Seller:
	                    	        	
			MPIB Holdings, LLC
c/o Kathleen M.
      DeCruze
			Martin, DeCruze & Company, LLP
2777
      Summer Street, Suite 401
Stamford, CT 06905
			Facsimile: (203) 977-8314 
E-mail:
      gordonabaird@gmail.com 
Attention: Gordon A. Baird
			 
			With a copy to:
	 		
			Martin LLP
262 Harbor Drive, 3rd
      Floor
Stamford, CT
      06902
 
			Facsimile: 203-973-5250 
Email:
      cmartin@martinllp.net 
Attention: Christopher Martin
			 
		(B)	Buyer:
			Independence Bancshares, Inc.
500 East
      Washington Street
Greenville SC 29601 
Facsimile: (864) 672-1777
      
E-mail: mlong@indepbanc.com 
Attention: Martha Long,
  CFO


or to such other Persons or
at such other addresses as shall be furnished by like notice to the other party,
and such notice or other communication shall be deemed to have been given or
made as of the date so delivered or received. 

		(C)	Designated Account
      
	                    	        	MPIB Holdings
      LLC
Citibank
ABA Number: 221172610 
Account Number: 1255427174
      
Memo: Independence MPIB Payment


Section
8.03 Headings. The headings in this Agreement are for convenience of reference only and
shall not define, limit or otherwise affect the interpretation of this Agreement
or any of the terms and provisions hereof. 

Section
8.04 Severability. Any provision hereof which is held by any court of
competent jurisdiction in any jurisdiction to be illegal, void or unenforceable
shall, as to such jurisdiction, be ineffective to the extent of such illegality
or unenforceability without invalidating the remaining provisions hereof, and
any such illegality or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the fullest
extent permitted by applicable Law, the parties hereby waive any provision of
Law which may render any provision hereof prohibited or unenforceable in any
respect. 

23 







Section
8.05 Entire Agreement. This Agreement together with the schedules and
exhibits hereto (which schedules and exhibits are deemed a part of this
Agreement) and any further agreements entered into by Buyer and Seller at the
Closing (including the other Transaction Documents), (a) contain the entire
agreement and understanding of the parties with respect to the subject matter
hereof and (b) supersede all prior negotiations, discussions, correspondence,
communications, understandings, drafts and agreements between the parties
relating to the subject matter hereof, including without limitation any
non-disclosure or confidentiality agreement between the parties, all of which
are merged into this Agreement. 

Section
8.06 Successors and Assigns; No Third Party
Beneficiaries. This Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns; provided, however, that no party shall assign
or delegate any of the rights or obligations under this Agreement (whether by
merger, operation of law or otherwise) without the prior written consent of the
other party hereto, and any such purported assignment or delegation without such
consent shall be void and of no effect. Nothing in this Agreement, express or
implied, shall confer upon any Person other than a party to this Agreement or a
party’s permitted successors and assigns, any rights or remedies of any nature
or kind whatsoever under or by reason of this Agreement except, with respect to
Article VII, to the extent that certain third-parties are expressly covered as
Buyer Indemnitees or Seller Indemnitees. 

Section
8.07 Amendment and Modification; Waiver.


(a) This Agreement may be
amended, modified, supplemented or restated only by a written instrument
executed by the parties hereto. The terms of this Agreement may be waived only
by a written instrument executed by the party waiving compliance. 

(b) The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent or other breach, whether or not similar,
and no such waiver shall operate or be construed as a continuing waiver unless
so provided.

(c) No delay on the part of any
party hereto in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, and no single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder. 

Section
8.08 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial. 

(a) This Agreement including its
formation, performance, termination or enforcement, and the parties’
relationship in connection therewith, together with any related claims whether
sounding in contract, tort or otherwise, shall be governed by and construed and
enforced in accordance with the Laws of the State of New York, without regard to
any conflicts of law rules that might apply the Laws of any other
jurisdiction.

24 







(b) ANY LEGAL SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED
IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF
THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, AND EACH
PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY
SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER
DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH
COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND
IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. 

(c) EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.08(c).


Section
8.09 Specific Performance. The parties agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy to which they are entitled
at law or in equity. 

Section
8.10 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same agreement, and all signatures need not appear on any one
counterpart. Executed copies of the signature pages of this Agreement sent by
facsimile or transmitted electronically in Portable Document Format or any
similar format, shall be treated as originals, fully binding and with full legal
force and effect, and the parties waive any rights they may have to object to
such treatment. 

25 







Section
8.11 Non-recourse. This Agreement may only be enforced against, and
any claim, action, suit or other legal proceeding based upon, arising out of, or
related to this Agreement, or the negotiation, execution or performance
of this Agreement, may only be brought against the entities that are expressly
named as parties hereto and then only with respect to the specific obligations
set forth herein with respect to such party. No past, present or future
director, officer, employee, incorporator, manager, member, partner,
stockholder, Affiliate, agent, attorney or other Representative of any party
hereto or of any Affiliate of any party hereto, or any of their successors or
permitted assigns, shall have any liability for any obligations or Liabilities
of any party hereto under this Agreement or for any claim, action, suit or other
legal proceeding based on, in respect of or by reason of the transactions
contemplated hereby. 

Section
8.12 Rules of Construction. For all purposes of this Agreement, except as
otherwise expressly provided for herein or unless the context of this Agreement
otherwise requires: 

(a) Whenever the words “include,”
“includes” or “including” are used in this Agreement they shall be deemed to be
followed by the words “without limitation.” 

(b) The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section, schedule and exhibit references shall refer to this
Agreement unless otherwise specified. 

(c) The meanings given to terms
defined herein shall be equally applicable to both singular and plural forms of
such terms. 

(d) Words of any gender are
deemed to include each other gender. 

(e) A reference to any party to
this Agreement or any other agreement or document shall include such party’s
successors and permitted assigns. 

(f) A reference to any agreement
shall be to such agreement (together with the schedules and exhibits attached
hereto) as it may have been amended, modified, supplemented, waived or restated
from time to time in accordance with its terms. 

(g) A reference to any
legislation or to any provision of any legislation shall include any
modification or re-enactment thereof, any legislative provision substituted
therefor and all regulations and rules issued thereunder or pursuant thereto.


(h) All references to “$”,
“funds” and “dollars” refer to United States currency unless otherwise expressly
provided. 

Section
8.13 Press Releases and Announcements. No party will issue any press release or
announcement relating to the subject matter of this Agreement prior to the
Closing Date without the prior written approval of the other parties; provided
that any party may make any public disclosure it believes in good faith is
required by law or regulation (in which case the disclosing party will advise
the other parties prior to making such disclosure). 

26 







Section
8.14 Attorney’s Fees. Should a suit or arbitration be brought to
enforce or interpret any provision of this Agreement, the prevailing party shall
be entitled to recover reasonable attorneys’ fees to be fixed in amount
by the Court or the arbitrator(s) if applicable (including without limitation
costs, expenses and fees on any appeal). The prevailing party will be entitled
to recover its costs of suit or arbitration, as applicable, regardless of
whether such suit or arbitration proceeds to a final judgment or award.


[SIGNATURE PAGE FOLLOWS]


27 








IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
written above by their respective officers thereunto duly authorized.



	SELLER:
	 
	MPIB HOLDINGS,
      LLC


	 
	By: 	 



	Name: 	 


	Title:  	 





	
	BUYER:
	 
	INDEPENDENCE
      BANCSHARES, INC.
	 
	By: 	 




	Name: 	 




	Title: 	 




28 







SCHEDULE
1
DEFINITIONS


“Affiliate” of a Person means any other Person that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common
control with, such Person. The term “control” (including the terms “controlled
by” and “under common control with”) means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. 

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration,
inquiry, audit, notice of violation, proceeding, litigation, citation, summons,
subpoena or investigation of any nature, civil, criminal, administrative,
regulatory or otherwise, whether at law or in equity. 

“Agreement” has the meaning set forth in the preamble. 

“Assigned Contracts” has the meaning set forth in Section 2.01(d).


“Assignment and Assumption
Agreement” has the meaning set
forth in Section 3.02(a)(ii). 

“Assumed Liabilities” has the meaning set forth in Section 2.03.


“Assumption Date” has the meaning set forth in Section 2.03.


“Bill of Sale” has the meaning set forth in Section 3.02(a)(i).


“Books and
Records” has the meaning set
forth in Section 2.01(e).


“Business” has the meaning
set forth in the recitals. 

“Business Day” means any day except Saturday, Sunday or any
other day on which commercial banks located in Connecticut and South Carolina
are authorized or required by Law to be closed for business. 

“Buyer” has the meaning set forth in the preamble. 

“Buyer Indemnitees” has the meaning set forth in Section 7.02.


“Claims” has the meaning set forth in Section 2.01(g).


“Closing” has the meaning set forth in Section 3.01.


“Closing Date” has the meaning set forth in Section 3.01.


“Code” means the Internal Revenue Code of 1986, as
amended. 

29 







“Contracts” means all contracts, leases, mortgages, licenses, instruments, notes,
commitments, undertakings, indentures and other agreements, whether written or
oral. 

“Cumulative consolidated core net income”
has the meaning set forth in
Section 2.05(c). 

“Cumulative consolidated
gross revenues of net interest income and non-interest revenues”
has the meaning set forth in
Section 2.05(c). 

“Deductible” has the meaning set forth in Section 7.04(a). 

“Deferred Purchase Price Trigger
Event” has the meaning set forth
in Section 2.05(c). 

“Direct Claim” has the meaning set forth in Section 7.05(c).


“Disclosure Schedules” means the Disclosure Schedules delivered by
Seller concurrently with the execution and delivery of this Agreement.


“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest,
charge, claim, easement, encroachment or other similar encumbrance. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended,
and the regulations promulgated thereunder. 

“Excluded Assets” has the meaning set forth in Section 2.02.


“Fundamental Representations” means the representations set out in Sections
4.01 (Organization and Qualification), 4.02 (Authority), 4.03 (No Conflicts;
Consents), 4.07 (Title to and Sufficiency of Assets), 4.10 (Compliance with
Laws; Permits), 4.12 (Tax Matters), 4.14 (No Undisclosed Liabilities), as well
as Sections 5.01 (Organization), 5.02 (Authority), and 5.03 (No Conflicts;
Consents). 

“GAAP” means United States generally accepted accounting principles in effect
from time to time. 

“Governmental Authority” means any federal, state, local or foreign
government or political subdivision thereof, or any agency or instrumentality of
such government or political subdivision, or any self-regulated organization or
other non-governmental regulatory authority or quasi-governmental authority (to
the extent that the rules, regulations or orders of such organization or
authority have the force of Law), or any arbitrator, court or tribunal of
competent jurisdiction. 

“Governmental Order” means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Authority. 

30 







“Indebtedness” means with respect to any Person, at any date,
without duplication, (A) all obligations of such Person for borrowed money,
including, without limitation, all principal, interest, premiums, fees,
expenses, overdrafts and penalties with respect thereto, (B) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (C) all obligations of such Person to pay the deferred
purchase price of the property or services, (D) all obligations of such Person
to reimburse any bank or other Person in respect of amounts paid under a letter
of credit or similar instrument, (E) all capitalized lease obligations as
defined in accordance with GAAP, (F) all other obligations of a Person which
would be required to be shown as indebtedness on a balance sheet of such Person
prepared in accordance with GAAP, and (G) all indebtedness of any other Person
of the type referred to in clauses (A) to (F) above directly or indirectly
guaranteed by such Person or secured by any assets of such Person. 

“Indemnified Party” has the meaning set forth in Section 7.04.


“Indemnifying Party” has the meaning set forth in Section 7.04.


“Intellectual Property”
means and includes patents,
patent applications and the right to file for patent applications (including but
not limited to continuations, continuations-in-part, divisionals and reissues),
trademarks, logos, service marks, trade names and service names (in each case
whether or not registered) and applications for and the right to file
applications for registration thereof, copyrights (whether or not registered)
and applications for and the right to file applications for registration
thereof, moral rights, mask works and mask work registrations and applications
for the right to file applications for registration thereof, trade secrets,
trade dress, publicity and privacy rights, and any other intellectual property
rights arising under the laws of the United States of America, any State
thereof, or any country or province. 

“Intellectual Property Agreements”
means and includes all licenses,
sublicenses, consent to use agreements, settlements, coexistence agreements,
covenants not to sue, permissions and other Contracts (including any right to
receive or obligation to pay royalties or any other consideration), whether
written or oral, relating to any Intellectual Property or the Business.


“Intellectual Property
Registrations” means and includes all Intellectual Property Rights that are subject to
any issuance, registration, application or other filing by, to or with any
Governmental Authority or authorized private registrar in any jurisdiction,
including registered trademarks, domain names and copyrights, issued and
reissued patents and pending applications for any of the foregoing. 

“Intellectual Property Rights”
means and includes all
Intellectual Property that is owned by Seller and used in connection with or
necessary for the conduct of the Business. 

“Inventions Assignment Agreement” has the meaning set forth in Section
3.02.

“Knowledge of Seller or Seller’s
Knowledge” or any other similar
knowledge qualification, means (a) actual knowledge or (b) knowledge that would
be expected to be obtained after a reasonably comprehensive investigation
concerning the matter at issue. Seller will be deemed to have Knowledge of a
matter if the Members, any Affiliate of Seller, or any employee of Seller with
responsibility for such matter has, or at any time had, Knowledge of such
matter. 

31 







“Law” means any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other requirement or rule of
law of any Governmental Authority. 

“Liability” means any liability, obligation or commitment of any kind or nature,
whether known or unknown, asserted or unasserted, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, or due or to become due;
provided, however, that solely with respect to Assumed Liabilities, the term
Liability shall not include liabilities, obligations and commitments to the
extent arising from Assumed Liabilities. 

“Lien” means any mortgage, pledge, lien, encumbrance, charge, or other
security interest, other than (a) liens for Taxes not yet due and payable or
Taxes that the taxpayer is contesting in good faith through appropriate
proceedings and for which adequate reserves have been made, and (b) purchase
money liens and liens securing rental payments under capital lease arrangements.


“Loss” means any loss, claim, demand, Governmental Order, damage (including
incidental, consequential and punitive damages) , penalty, fine, cost (including
any opportunity cost), settlement payment, Liability, Tax, Encumbrance,
diminution of value, expense, fee, court costs or attorneys’ fees and expenses.


“Material Adverse Effect” means any condition, circumstance, change or
effect that is or is reasonably likely to be materially adverse to the Purchased
Assets, the Business or the results of operations, profits, prospects or
condition (financial or otherwise) of Seller, with respect to the Business,
considered as a whole. 

“Material Contracts” has the meaning set forth in Section 4.06(a).


“Members” has the meaning set forth in the preamble. 

“Permits” means all permits, licenses, franchises, approvals, authorizations and
consents required to be obtained from Governmental Authorities. 

“Person” means an individual, corporation, partnership, joint venture, limited
liability company, Governmental Authority, unincorporated organization, trust,
association or other entity. 

“Purchase Price” has the meaning set forth in Section 2.05.


“Purchased Assets” has the meaning set forth in Section 2.01.


“Representative” means, with respect to any Person, any and all
directors, officers, employees, consultants, financial advisors, counsel,
accountants and other agents of such Person. 

“Restricted
Stock” and “Restricted Stock Agreement” have the
meaning set forth in Section 2.05(c). 

“Retained Liabilities”
has the meaning set forth in
Section 2.04. 

32 







“Securities Act” means the Securities Act of 1933. 

“Seller” has the meaning set forth in the preamble. 

“Seller Indemnitees” has the meaning set forth in Section 7.03.


“Taxes” means all federal, state, local, foreign and other income, gross
receipts, sales, use, production, ad valorem, transfer, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment,
unemployment, estimated, excise, severance, environmental, stamp, occupation,
premium, property (real or personal), real property gains, windfall profits,
customs, duties or other “, fees, assessments or charges of any kind whatsoever,
together with any interest, additions or penalties with respect thereto and any
interest in respect of such additions or penalties. 

“Tax Returns” means has the meaning set forth in Section 4.04. 

“Third Party Claim” has the meaning set forth in Section 7.05(a).


“Transaction Documents” means this Agreement, the Bill of Sale, the
Assignment and Assumption Agreement, the Inventions Assignment Agreement, the
Restricted Stock Agreement and the other agreements, instruments and documents
required to be delivered at the Closing. 

“Vesting Restrictions” has the meaning set forth in Section 2.05(d).


33 







DISCLOSURE
SCHEDULES 

References; Defined Terms. All
references to “Sections” in the Schedules shall be deemed to refer to the
provisions of the Agreement, unless the context clearly requires otherwise, and,
additionally, such Section references correspond to the respective
representations and warranties. Any capitalized terms used in any Schedule that
are not defined therein, but which are defined in the Agreement, shall have the
respective meanings given to those terms in the Agreement. Any capitalized term
defined in any Schedule shall have the same meaning when used in any of the
other Schedules, unless the context clearly requires otherwise. 

34 







EXHIBIT
A
BILL OF SALE


35







BILL OF SALE



WHEREAS, pursuant to the Asset
Purchase Agreement dated as of May __, 2015, by and between INDEPENDENCE
BANCSHARES, INC., a South Carolina corporation (“Buyer”) and MPIB HOLDINGS, LLC, a Delaware limited liability company
(“Seller”), the Sellers have agreed to transfer certain
assets used by the Sellers in conducting its business; 

NOW THEREFORE, for good and
valuable consideration paid by the Buyer to the Seller, the receipt and adequacy
of which are hereby acknowledged, the Seller does hereby assign, grant, sell,
transfer and deliver to the Buyer, its successors and assigns, in accordance
with the Asset Purchase Agreement, the Seller’s right, title and interest and
claim in and to all of the Purchased Assets as and to the extent set forth in
the Asset Purchase Agreement and any Exhibits thereto. Unless otherwise defined
herein, all capitalized terms used in this Bill of Sale shall have the meanings
attributed to them in the Asset Purchase Agreement. The Seller acknowledges that
the Buyer does not assume and shall have no liability for any debts, liabilities
or obligations of Seller of any kind whatsoever except related to the Assumed
Liabilities as specifically set forth in the Asset Purchase Agreement.


The Seller does hereby
covenant with the Buyer and its successors and assigns that it is lawfully
seized of the foregoing properties and assets, that they hold the foregoing
properties and assets free and clear of all liens, claims, encumbrances,
security interests, pledges, leases, equities, conditional sales contracts,
charges, restrictions and chattel mortgages of any kind whatsoever, that they
have good title to, and good and lawful authority to convey, the foregoing
properties and assets, and that they will protect and defend the Buyer’s right,
title and interest in and to such properties and assets. 

This Bill of Sale and
Assignment has been duly executed by the Seller to the Buyer as of the May __,
2015. 


	MPIB HOLDINGS, LLC
	 
	By:		 
	 	 	 
	         
    	Member




36 







EXHIBIT
B 
ASSIGNMENT AND ASSUMPTION AGREEMENT


37







ASSIGNMENT AND ASSUMPTION AGREEMENT


WHEREAS, pursuant to the Asset
Purchase Agreement dated as of May __, 2015 (the “Asset Purchase Agreement”), by and between Independence Bancshares, Inc.
(the “Purchaser”) and MPIB Holdings, LLC (the “Seller”), Seller has agreed to transfer certain assets and liabilities as set
forth in the Asset Purchase Agreement; and 

WHEREAS, pursuant to the Asset
Purchase Agreement, the Seller has agreed to sell, assign, convey, transfer, and
deliver to the Purchaser, and the Purchaser has agreed to purchase and assume
from the Seller, the Purchased Assets and the Assumed Liabilities (as each is
defined in the Asset Purchase Agreement and Exhibits thereto). 

NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller hereby fully and completely assigns, conveys,
transfers, and delivers, and the Purchaser hereby fully and completely assumes,
liability for the payment and performance of all Purchased Assets and Assumed
Liabilities transferred pursuant to the Asset Purchase Agreement, as of 11:59
p.m. on the date hereof. 

All terms and provisions of
this Assignment and Assumption Agreement (this “Agreement”) shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted transferees, successors and assigns;
provided, that this Agreement and all rights, privileges, duties and obligations
of the parties hereto or hereunder may not be assigned or delegated by either
party hereto without the prior written consent of the other party to this
Agreement. 

With the exception of the
Assumed Liabilities (as defined in the Asset Purchase Agreement), this Agreement
shall not create in any third parties any rights, remedies, or claims against
the Purchaser which such parties did not have against the Sellers prior to the
execution and delivery of this Agreement with respect to the Purchased Assets.
The Seller shall retain all of its liabilities and obligations arising or
alleged to arise from, in connection with, or resulting from the ownership of
the Purchased Assets, and operation of the Business (as defined in the Asset
Purchase Agreement) as provided in the Asset Purchase Agreement, and shall pay
and perform all such liabilities and obligations in the ordinary course of
business (as defined in the Asset Purchase Agreement) when due. 

This Agreement is given
pursuant to the provisions of the Asset Purchase Agreement and, except as herein
otherwise provided, the assignment and assumption of the Purchased Assets and
the Assumed Liabilities hereunder is made subject to the terms and provisions of
the Asset Purchase Agreement. 

This Agreement is made and
entered into in the State of New York and the laws of that state shall govern
the validity and interpretation hereof and the performance of the parties hereto
of their respective obligations hereunder. 

38







IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
written above by their respective officers thereunto duly authorized.



	SELLER:
	 
	MPIB HOLDINGS,
      LLC


	 
	By: 	 


	Name: 	 


	Title:  	 





	
	BUYER:
	 
	INDEPENDENCE
      BANCSHARES, INC.
	 
	By: 	 




	Name: 	 




	Title: 	 




39







EXHIBIT
C 
RESTRICTED STOCK AGREEMENT 

40







RESTRICTED STOCK AGREEMENT 

THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) dated as of May __, 2015, is entered into by and
among INDEPENDENCE BANCSHARES, INC., a South Carolina corporation (the
“Company”) and MPIB HOLDINGS, LLC, a Delaware limited
liability company (“MPIB”). Capitalized terms
used, but not otherwise defined, in this Agreement shall have the respective
meanings specified in the Purchase Agreement (defined below). 

RECITALS 

WHEREAS, the Company and MPIB
entered into an Asset Purchase Agreement of even date herewith (the
“Purchase
Agreement”) whereby the Company
agreed to purchase the certain assets of MPIB (the “Purchased Assets”); 

WHEREAS, pursuant to the
Purchase Agreement, the Company has agreed to issue One Million Five Hundred
Thousand (1,500,000) shares of common stock of the Company, subject to the
restrictions set forth in the Purchase Agreement and herein;

WHEREAS, MPIB is willing to
receive the shares of the common stock of the Company in connection with the
Purchase Agreement and MPIB agrees to abide by the obligations imposed under
this Agreement. 

NOW, THEREFORE, in
consideration of the promises and mutual covenants contained herein, the parties
agree as follows: 

1. RESTRICTED STOCK.


(a) Subject to the
restrictions set forth in this Agreement including, without limitation, Section
1(b) below, the Company hereby issues One Million Five Hundred Thousand
(1,500,000) shares of common stock of the Company (the “Restricted Stock”) to MPIB.

(b) Notwithstanding anything
in this Agreement, the Purchase Agreement and the Transaction Documents to the
contrary, the Restricted Stock is subject to the following restrictions (the
“Vesting
Restrictions”): (i) the
Restricted Stock shall not vest with MPIB or any of its Affiliates (or any
transferee thereof) unless and until there is a Deferred Purchase Price Trigger
Event; and (ii) the Restricted Stock shall not vest with MPIB or any of its
Affiliates (or any transferee thereof) and shall be returned by MPIB to the
Company if the Deferred Purchase Price Trigger Event does not occur on or before
the tenth (10th) anniversary of the Closing Date.


41 








(c) The certificates for the
Restricted Stock shall be held in the custody of MPIB. Each existing or
replacement certificate for shares now owned or hereafter acquired by MPIB shall
bear the following legend upon its face: 

THE SALE, PLEDGE,
HYPOTHECATION, ASSIGNMENT, OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTED STOCK
AGREEMENT BY AND BETWEEN THE SHAREHOLDER AND THE COMPANY AND BY THE COMPANY’S
BYLAWS, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF
THE CORPORATION. 

Following the Registration
Date (defined below) and satisfaction of the Vesting Restrictions, MPIB shall be
entitled to have the restrictive legend set forth above removed from the share
certificates.

(d) Following the satisfaction
of the Vesting Restrictions, MPIB shall have all rights and privileges of a
shareholder as to the shares of Restricted Stock, including the right to vote
and receive distribution and liquidation proceeds and profit and loss
allocations with respect to the shares of Restricted Stock. 

2. Registration Rights.

(a) The Company shall, not
later than 90 days following the satisfaction of the Vesting Restrictions (the
“Filing Date”), prepare and file with the SEC a Registration Statement pursuant
to Rule 415 (or any appropriate similar rule that may be adopted by the SEC)
under the Securities Act of 1933 (the “Act”) covering the Restricted Stock (the
“Shelf Registration”). The Shelf Registration shall be on Form S-1 or another
appropriate form permitting registration of the Restricted Stock for resale by
MPIB from time to time.

(b) The Company shall use its
best efforts to cause the Shelf Registration to become effective under the Act
as soon as practicable following the Filing Date. Subject to the requirements of
the Act including, without limitation, requirements relating to updating through
post-effective amendments or otherwise, the Company shall use its best efforts
to keep the Shelf Registration continuously effective until the later of (i) the
third anniversary of the Filing Date or (ii) such time as all of the Restricted
Stock may be traded pursuant to Rule 144 under the Act by persons who are not at
such time affiliates of the Company within the meaning set forth in Rule 144
under the Act. The Company shall use its best efforts to take such actions under
the laws of various states as may be required to cause the resale of the
Restricted Stock pursuant to the Shelf Registration to be lawful.

42







(c) Following the
effectiveness of a Registration Statement filed pursuant to this section, the
Company may, at any time, suspend the effectiveness of such Registration
Statement for up to 60 days, as appropriate (a “Suspension Period”), by giving
notice to MPIB, if the Company shall have determined that the Company may be
required to disclose any material corporate development which disclosure may
have a material adverse effect on the Company. MPIB agrees that, upon receipt of
any notice from the Company of a Suspension Period, MPIB shall forthwith
discontinue disposition of shares covered by such Registration Statement or
Prospectus until MPIB (i) is advised in writing by the Company that the use of
the applicable Prospectus may be resumed, (ii) has received copies of a
supplemental or amended Prospectus, if applicable, and (iii) has received copies
of any additional or supplemental filings which are incorporated or deemed to be
incorporated by reference in such Prospectus.

3. Approvals Required for Transfer. 

(a) The Company shall not
register the transfer of any certificate representing the Restricted Stock
unless its Board of Directors concludes, in its sole discretion, that MPIB has
complied with the Vesting Restrictions.

(b) Notwithstanding any other
provision herein, the Company may, in its sole discretion, when it finds that a
waiver would be in the best interests of the Company, waive in whole or in part
any or all remaining restrictions with respect to the Restricted Stock.


4. Representations of MPIB.

(a) MPIB hereby represents,
warrants, and covenants that it: (i) understands that the issuance of the
Restricted Stock has not been registered under the Act, the shares are offered
pursuant to an exemption thereunder, and the offering has not been approved or
disapproved by the Securities and Exchange Commission or by any other federal or
state agency; (ii) is acquiring the Restricted Stock for their own account for
investment, not on behalf or for the benefit of any other person, and has no
intention of distributing such shares to others in violation of the Act; (iii)
understands that the shares are illiquid, subject to resale restrictions imposed
by the securities laws of various states, and may not be sold without compliance
with such laws and he may be required to hold the shares indefinitely; and (iv)
resides in the State of Connecticut. MPIB also represents and warrants that MPIB
is an accredited investor as that term is defined in Regulation D of the Act.


(b) MPIB acknowledges that two
of its members are directors of the Company and as such are aware of the
Company’s business affairs and financial condition and have acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the Restricted Stock. In addition, MPIB has been granted access to, and
had the opportunity to review, financial and other information relating to the
Company and the terms and conditions of an investment in the Restricted Stock,
as well as such other information as MPIB deems necessary or appropriate as a
prudent and knowledgeable investor in evaluating the merits and risks of an
investment in the Restricted Stock. MPIB has been granted access to, and had the
opportunity to review, copies of all quarterly and annual filings by the Company
with the Securities and Exchange Commission during 2012, 2013, and 2014. MPIB
has had the opportunity to ask questions of, and receive satisfactory answers
from, the Company concerning the terms and conditions of an investment in the
Restricted Stock and the information concerning the Company that MPIB has
reviewed.

43







5. Miscellaneous. 

(a) Each
of the parties hereto will bear all legal, accounting, investment banking and
other expenses incurred by it or on its behalf in connection with the
transactions contemplated by this Agreement. 

(b) All
notices and other communications given or made pursuant hereto shall be in
writing and shall be (i) delivered by messenger, (ii) delivered by a recognized
overnight courier service, (iii) sent by registered or certified mail (postage
prepaid, return receipt requested) or (iv) sent by telecopy or other written
form of electronic communication (with a copy thereof delivered in accordance
with clause (i), (ii) or (iii) of this Section 5(b)) to the parties at the
following respective addresses: 

MPIB:

MPIB Holdings, LLC
c/o
Kathleen M. DeCruze
Martin, DeCruze & Company, LLP
2777 Summer Street,
Suite 401
Stamford, CT 06905
Facsimile: (203) 977-8314
E-mail:
gordonabaird@gmail.com
Attention: Gordon A. Baird

With a copy to:

Martin LLP
262 Harbor
Drive, 3rd Floor
Stamford, CT 06902

Facsimile:
203-973-5250
Email: cmartin@martinllp.net
Attention: Christopher
Martin
The Company:

Independence Bancshares,
Inc.
500 East Washington Street
Greenville SC 29601
Facsimile: (864)
672-1777
E-mail: mlong@indepbanc.com
Attention: Martha Long,
CFO 

or to such other Persons or at
such other addresses as shall be furnished by like notice to the other party,
and such notice or other communication shall be deemed to have been given or
made as of the date so delivered or received. 

44








(c) The
headings in this Agreement are for convenience of reference only and shall not
define, limit or otherwise affect the interpretation of this Agreement or any of
the terms and provisions hereof. 

(d) Any
provision hereof which is held by any court of competent jurisdiction in any
jurisdiction to be illegal, void or unenforceable shall, as to such
jurisdiction, be ineffective to the extent of such illegality or
unenforceability without invalidating the remaining provisions hereof, and any
such illegality or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the fullest
extent permitted by applicable law, the parties hereby waive any provision of
law which may render any provision hereof prohibited or unenforceable in any
respect. 

(e) This
Agreement and any further agreements entered into by the Company and MPIB at the
Closing (including the other Transaction Documents), (a) contains the entire
agreement and understanding of the parties with respect to the subject matter
hereof and (b) supersedes all prior negotiations, discussions, correspondence,
communications, understandings, drafts and agreements between the parties
relating to the subject matter hereof, including without limitation any
non-disclosure or confidentiality agreement between the parties, all of which
are merged into this Agreement. 

(f) This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto
and their respective successors and assigns; provided, however, that no party
shall assign or delegate any of the rights or obligations under this Agreement
(whether by merger, operation of law or otherwise) without the prior written
consent of the other party hereto, and any such purported assignment or
delegation without such consent shall be void and of no effect. Nothing in this
Agreement, express or implied, shall confer upon any person other than a party
to this Agreement or a party’s permitted successors and assigns, any rights or
remedies of any nature or kind whatsoever under or by reason of this Agreement.


(g) This
Agreement may be amended, modified, supplemented or restated only by a written
instrument executed by the parties hereto. The terms of this Agreement may be
waived only by a written instrument executed by the party waiving compliance.


(h) The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent or other breach,
whether or not similar, and no such waiver shall operate or be construed as a
continuing waiver unless so provided.

45







(i) No
delay on the part of any party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, and no single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder. 

(j) This
Agreement including its formation, performance, termination or enforcement, and
the parties’ relationship in connection therewith, together with any related
claims whether sounding in contract, tort or otherwise, shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to any conflicts of law rules that might apply the Laws of any
other jurisdiction.

(k) ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT,
THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY SHALL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE
COUNTY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN
ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR
OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN
ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION
TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE
AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


(l) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT
(A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER
IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(l). 

46







(m) The
parties agree that irreparable damage would occur if any provision of this
Agreement were not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy to which they are entitled at law or in equity.


(n) This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same agreement, and all
signatures need not appear on any one counterpart. Executed copies of the
signature pages of this Agreement sent by facsimile or transmitted
electronically or any similar format, shall be treated as originals, fully
binding and with full legal force and effect, and the parties waive any rights
they may have to object to such treatment. 

(o) This
Agreement may only be enforced against, and any claim, action, suit or other
legal proceeding based upon, arising out of, or related to this Agreement, or
the negotiation, execution or performance of this Agreement, may only be brought
against the entities that are expressly named as parties hereto and then only
with respect to the specific obligations set forth herein with respect to such
party. No past, present or future director, officer, employee, incorporator,
manager, member, partner, stockholder, affiliate, agent, attorney or other
representative of any party hereto or of any affiliate of any party hereto, or
any of their successors or permitted assigns, shall have any liability for any
obligations or liabilities of any party hereto under this Agreement or for any
claim, action, suit or other legal proceeding based on, in respect of or by
reason of the transactions contemplated hereby. 

(p) Should
a suit or arbitration be brought to enforce or interpret any provision of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys’ fees to be fixed in amount by the Court or the arbitrator(s) if
applicable (including without limitation costs, expenses and fees on any
appeal). The prevailing party will be entitled to recover its costs of suit or
arbitration, as applicable, regardless of whether such suit or arbitration
proceeds to a final judgment or award. 

(q) MPIB
shall be responsible for all federal, state, and local income taxes payable with
respect to this award of Restricted Stock. MPIB shall have the right to make
such elections under the Internal Revenue Code as are available in connection
with this award of Restricted Stock. 

[Signatures appear on the
following page.]

47







IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
written above by their respective officers thereunto duly authorized.



	MPIB:
	 
	MPIB HOLDINGS, LLC
	 
 
	By: 	
	Name:
	Title:
	 
 
	THE COMPANY:
	 
	INDEPENDENCE BANCSHARES, INC.
	 
 


	By: 	 


	Name: 	 


	Title: 	 




48







EXHIBIT
D
INVENTIONS ASSIGNMENT
AGREEMENT

49







MPIB HOLDINGS, LLC
CONFIDENTIALITY & INVENTIONS AGREEMENT

This Agreement is entered into
by and between MPIB Holdings, LLC (the “Company”), and Alvin
Hageman (the “Director”), effective as
of ____________, being the first date on which the Director provided services
for the Company (the “Effective
Date”).

In consideration of the
promises and mutual covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is mutually covenanted and agreed by and between the parties as follows:


1. Confidential Information.


(a) Company Information.
Director shall at all times during the term of Director’s service to the Company
and thereafter, hold in the strictest confidence, and not use, except for the
benefit of the Company, or disclose to any person, firm or corporation, without
written authorization of the Chief Executive Officer of the Company, any
Confidential Information of the Company. As used herein, “Confidential Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not limited to,
research, product plans, products, services, investors, business partners,
customer lists and customers (including, but not limited to, those of the
Company on whom Director has called or with whom Director became acquainted
during the term of Director’s service to the Company), markets, technology,
developments, inventions, processes, methods of operation, formulas, designs,
drawings, engineering, marketing, finances or other business information
disclosed to Director by the Company either directly or indirectly in writing,
orally or by drawings or observation of parts or equipment. “Confidential
Information” does not include any of the foregoing items that have become
publicly known and made generally available through no wrongful act of Director
or of others who were under confidentiality obligations as to the item or items
involved or improvements or new versions thereof. 

(b) Former Employer Information. Director shall not, during Director’s service to the Company,
improperly use or disclose any proprietary information or trade secrets of any
former or current employer or other person or entity and Director shall not
bring onto the premises of the Company any unpublished document or proprietary
information belonging to any such employer, person or entity unless consented to
in writing by such employer, person or entity. 

(c) Third Party Information.
Director shall hold in the strictest confidence all confidential or proprietary
information that the Company has received from any third party and with respect
to which it is the Company’s obligation to maintain confidence. Director shall
only use such information for certain limited purposes in the strictest
confidence and shall not disclose such information to any person, firm or
corporation, or use such information except as necessary in carrying out
Director’s work for the Company consistent with the Company’s agreement with
such third party. 

50







2. Inventions. Director
hereby represents, warrants and covenants as follows: 

(a) Inventions Retained and Licensed. Director hereby represents that, other than disclosed on
Schedule A, there are no inventions, original works of
authorship, developments, improvements, and trade secrets which were made by
Director prior to Director’s service to the Company (collectively referred to as
“Prior Inventions”), which belong to Director (and not to any prior
employer), which relate to the line of business of the Company, namely the
business of developing mobile payments and digital banking technologies and
processes including technology architectures, regulatory and compliance
infrastructures, market research, pricing strategies, customer lists, vendor due
diligence and relationships, and documentation, processes and procedures and
intellectual property to support patent applications for unique processes and
other applicable intellectual property and other consulting and financial
services-related businesses (the “Line of Business”), and
which are not assigned to the Company hereunder. If in the course of Director’s
service to the Company, Director incorporates into a product, process or machine
for the benefit of the Company a Prior Invention owned by Director or in which
the Director has an interest, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection
with such product, process or machine. 

(b) Assignment of Inventions.
Director shall make, or will promptly make, full written disclosure to the
Company, will hold in trust for the sole right and benefit of the Company, and
hereby assign to the Company, or its designee, all of Director’s right, title,
and interest in and to any and all inventions, original works of authorship,
developments, concepts, improvements, designs, discoveries, ideas, trademarks or
trade secrets, whether or not patentable or registrable under copyright or
similar laws, which Director may solely or jointly conceive or develop or reduce
to practice, or cause to be conceived or developed or reduced to practice,
during the period of time Director is providing services to the Company which
relate to the Line of Business (collectively referred to as “Inventions”). Director hereby acknowledges that all original works of authorship
that are made by Director (solely or jointly with others) within the scope of
and during the period of Director’s service to the Company which relate to the
Project are (i) “works made for hire,” as that term is defined in the United
States Copyright Act (to the extent protectable by copyright); and (ii) together
with all related intellectual property rights of any sort anywhere in the world,
the sole property of the Company. Director hereby understands and agrees that
the decision whether or not to commercialize or market any Inventions developed
by Director solely or jointly with others is within the Company’s sole
discretion and for the Company’s sole benefit and that no royalty will be due to
Director as a result of the Company’s efforts to commercialize or market any
such Inventions. 

51







(c) Patent and Copyright Registrations. Director shall assist the Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights in the Inventions
and any copyrights, patents, mask work rights or other intellectual property
rights relating thereto in any and all countries, including the disclosure to
the Company of all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary in order to apply for and
obtain such rights and in order to assign and convey to the Company, its
successors, assigns, and nominees the sole and exclusive rights, title and
interest in and to such Inventions, and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto. Director agrees
that it is Director’s obligation to execute or cause to be executed, when it is
in Director’s power to do so, any such instrument or papers after the
termination of this Agreement. If the Company is unable because of the
Director’s mental or physical incapacity or for any other reason to secure
Director’s signature to apply for or to pursue any application for any United
States or foreign patents or copyright registrations covering Inventions or
original works of authorship assigned to the Company as set forth above, then
Director hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Director’s agent and attorney in fact, to act
for and in Director’s behalf and stead to execute and file any such applications
and to do all other lawfully permitted acts to further the prosecution and
issuance of letters patent or copyright registrations thereon with the same
legal force and effect as if executed by Director. 

3. Returning Company Documents. Upon any termination of service to the Company, Director covenants that
Director shall deliver to the Company (and will not keep in Director’s
possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any aforementioned items developed by Director
pursuant to Director’s service to the Company or otherwise belonging to the
Company, its successors or assigns. 

4. Miscellaneous. 

(a) Right to Advice of Counsel. Director acknowledges that Director has had the right to consult with
counsel and is fully aware of Director’s rights and obligations under this
Agreement. 

(b) Successors. This Agreement
may not be assigned by Director without the consent of the Company. This
Agreement shall inure to the benefit of the Company’s successors and assigns.


(c) Severability. The
invalidity or unenforceability of any provision of this Agreement, or any terms
hereof, shall not affect the validity or enforceability of any other provision
or term of this Agreement. 

(d) Governing Law. This
Agreement including its formation, performance, termination or enforcement, and
the parties’ relationship in connection therewith, together with any related
claims, shall be governed by and construed and enforced in accordance with the
Laws of the State of New York, without regard to any conflicts of law rules that
might apply the Laws of any other jurisdiction. ANY LEGAL SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED IN
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF
NEW YORK IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, AND EACH PARTY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH
SUIT, ACTION OR PROCEEDING.

52







(e) Equitable Remedies.
Director acknowledges that the restrictions contained in this Agreement are
necessary for the protection of the business and goodwill of the Company and are
considered by Director to be reasonable for such purpose. Director agrees that
any breach of Sections 1-4 of this Agreement is likely to cause the Company
substantial and irrevocable damage which is difficult to measure. Therefore, in
the event of any such breach or threatened breach, Director agrees that the
Company, in addition to such other remedies which may be available, shall have
the right to specific performance of the provisions of this Agreement and shall
have the right to obtain an injunction from a court restraining such a breach or
threatened breach, and Director hereby waives the adequacy of a remedy at law as
a defense to such relief. 

(f) Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, and all of which together shall constitute one and the same
instrument. Electronic signatures shall have the same effect as an original.


[SIGNATURES
FOLLOW]

53







IN WITNESS WHEREOF, the
Director has executed this agreement as of the day and year written below, with
effectiveness as of the Effective Date. 

	
      Director

	 
 
	Name: Alvin Hageman
	Date:
	 
 
	
      Acknowledged and Agreed:
      

	 
	
      MPIB Holdings,
      LLC

	 
 
	Name: Gordon A. Baird
	Title:



54







Schedule A to
Proprietary Information and Inventions Agreement

Prior
Inventions

Except as set forth below,
there are no ideas, processes, trademarks, service marks, inventions,
technology, computer programs, original works of authorship, designs, formulae,
discoveries, patents, copyrights, or any claims, rights, or improvements to the
foregoing that are excluded from the operation of this Agreement: None


1