MAINSTREET BANCSHARES, INC. (a Virginia corporation) 1,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 7.50% Series A Fixed- Rate Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2020 • MainStreet Bancshares, Inc. • State commercial banks • New York
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • March 2nd, 2022 • MainStreet Bancshares, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 1, 2022, and is made by and among MAINSTREET BANCSHARES, INC., a Virginia corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
DEPOSIT AGREEMENT Dated September 15, 2020 MAINSTREET BANCSHARES, INC., AS ISSUER, -and- AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 7.50% SERIES A...Deposit Agreement • September 15th, 2020 • MainStreet Bancshares, Inc. • State commercial banks • Delaware
DEPOSIT AGREEMENT, dated as of September 15, 2020, among MAINSTREET BANCSHARES, INC., a Virginia corporation, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as Depositary, Transfer Agent and Registrar, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT MAINSTREET BANCSHARES, INC.Non-Qualified Stock Option Award Agreement • August 7th, 2019 • MainStreet Bancshares, Inc. • State commercial banks • Virginia
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of MAINSTREET BANCSHARES, INC. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all presen
EXECUTIVE EMPLOYMENT AGREEMENT As Amended and RestatedExecutive Employment Agreement • February 15th, 2019 • MainStreet Bancshares, Inc.
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of November, 2016, by and between MAINSTREET BANK, a Virginia chartered bank (the “Bank”), and THOMAS J. CHMELIK (the “Executive”). This Agreement collectively refers to the Bank and the Executive as the “Parties,” and separately may refer to either one of them as a “Party.”
MAINSTREET BANCSHARES, INC.Paying Agency and Registrar Agreement • March 2nd, 2022 • MainStreet Bancshares, Inc. • State commercial banks • New York
THIS SUBORDINATED NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE PAYING AGENCY AND REGISTRAR AGREEMENT, DATED AS OF MARCH 1, 2022 (THE “PAYING AGENT AGREEMENT”), BETWEEN MAINSTREET BANCSHARES, INC. (THE “COMPANY”) AND UMB BANK NATIONAL ASSOCIATION, AS PAYING AGENT AND REGISTRAR, AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PAYING AGENT AGREEMENT, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE PAYING AGENT AGREEMENT.
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT MAINSTREET BANCSHARES, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • August 7th, 2019 • MainStreet Bancshares, Inc. • State commercial banks • Virginia
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of MAINSTREET BANCSHARES, INC. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all presen
MAINSTREET BANCSHARES, INC.Agency and Registrar Agreement • April 7th, 2021 • MainStreet Bancshares, Inc. • State commercial banks • New York
THIS SUBORDINATED NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE PAYING AGENCY AND REGISTRAR AGREEMENT, DATED AS OF APRIL 6, 2021 (THE “PAYING AGENT AGREEMENT”), BETWEEN MAINSTREET BANCSHARES, INC. (THE “COMPANY”) AND UMB BANK NATIONAL ASSOCIATION, AS PAYING AGENT AND REGISTRAR, AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PAYING AGENT AGREEMENT, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE PAYING AGENT AGREEMENT.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 21st, 2022 • MainStreet Bancshares, Inc. • State commercial banks
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of November 2022, by and between MAINSTREET BANK, a Virginia chartered bank (the “Bank”) and a wholly owned subsidiary of MainStreet Bancshares, Inc. (“Company”), and Abdul Hersiburane (the “Executive”). This Agreement collectively refers to the Bank and the Executive as the “Parties,” and separately may refer to either one of them as a “Party.”
RESTRICTED STOCK AWARD AGREEMENT MAINSTREET BANCSHARES, INC.Restricted Stock Award Agreement • March 23rd, 2023 • MainStreet Bancshares, Inc. • State commercial banks
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “ Plan ”) of MainStreet Bancshares, Inc. (the “Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant ”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee of the Company’s Board of Directors appointed to administer the Plan or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 20th, 2020 • MainStreet Bancshares, Inc. • State commercial banks
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of July, 2020 (“Effective Date”), by and between MAINSTREET BANCSHARES, INC., a Virginia chartered company (“Company”) and parent corporation of MainStreet Bank, a Virginia chartered bank (the “Bank”), and CHARLES C. BROCKETT (the “Executive”). This Agreement collectively refers to the Company and the Executive as the “Parties,” and separately may refer to either one of them as a “Party.”
FORM OF RESTRICTED STOCK AWARD AGREEMENT MAINSTREET BANCSHARES, INC.Restricted Stock Award Agreement • August 7th, 2019 • MainStreet Bancshares, Inc. • State commercial banks • Virginia
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “ Plan ”) of MainStreet Bancshares, Inc. (the “Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant ”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee of the Company’s Board of Directors appointed to administer the Plan or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used
FORM OF RESTRICTED STOCK AWARD AGREEMENT MAINSTREET BANCSHARES, INC.Restricted Stock Award Agreement • February 15th, 2019 • MainStreet Bancshares, Inc. • Virginia
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “ Plan ”) of MainStreet Bancshares, Inc. (the “Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “ Participant ”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee of the Company’s Board of Directors appointed to administer the Plan or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used
FORM OF EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTExecutive Officer Indemnification Agreement • November 21st, 2022 • MainStreet Bancshares, Inc. • State commercial banks • Virginia
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 2022, between MAINSTREET BANCSHARES, INC., a Virginia corporation (the “Company”), and the undersigned Executive Officer of the Company (“Indemnitee”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 15th, 2019 • MainStreet Bancshares, Inc.
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 17, 2016, by and among MainStreet Bancshares, Inc., a proposed bank holding company organized under the laws of the Commonwealth of Virginia, with its principal office in Fairfax, Virginia (the “Holding Company”), and MainStreet Bank, a commercial bank chartered under the laws of the Commonwealth of Virginia, with its main office in Fairfax, Virginia (the “Bank”).
