LOAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION and TALMER BANCORP, INC. Dated as of December 20, 2013Loan Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks • New York
This LOAN AGREEMENT (this “Agreement”) is dated as of December 20, 2013 and is made by and between TALMER BANCORP, INC., a Michigan corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among FIRST MICHIGAN BANCORP, INC., a Michigan corporation (the “Corporation”), FIRST MICHIGAN BANK, a state chartered banking institution and wholly-owned subsidiary of the Corporation (the “Bank”) and DENNIS KLAESER (“Executive”) is made and entered into on May 4, 2010 but shall be effective as of May 10, 2010 (the “Effective Date”). The Corporation and the Bank shall be collectively referred to herein as the “Company.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 21, 2012 (the “Effective Date”) by Talmer Bancorp, Inc., a Michigan corporation (together with any successor entity thereto, the “Company”), and the investors identified on the signature page(s) hereto (collectively, the “Holders” and each individually, a “Holder”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TALMER BANCORP, INC. DATE OF INITIAL ISSUANCE: , 2012Talmer Bancorp, Inc. • January 10th, 2014 • National commercial banks • New York
THIS CERTIFIES THAT, for value received, (the “Holder”) is entitled to purchase, subject to the exercise of and the terms and conditions of this Warrant (including any Warrants issued in exchange, transfer or replacement hereof, the “Warrant”), from Talmer Bancorp, Inc., a Michigan corporation (the “Company”), at any time prior to 5:00 p.m., Eastern Time, on the tenth anniversary of the date of the initial issuance of this Warrant (the “Expiration Time”), up to shares of the Company’s Class A Voting Common Stock, par value $1.00 per share (the “Common Stock”) (as such number of shares may be adjusted in accordance with Section 2 hereof, the “Warrant Shares”), at any time and from time to time, in whole or in part, at an exercise price of $8.00 (subject to adjustment as provided in Section 2 hereof, the “Exercise Price”) per Warrant Share. The Holder may also, at any time and from time to time, in whole or in part, exercise this Warrant pursuant to a Cashless Exercise, as defined and pr
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the Registration Rights Agreement dated March 29, 2010 made and entered into by First Michigan Bancorp, Inc., now Talmer Bancorp, Inc., a Michigan corporation (the “Company”), for the benefit of the Holders (as defined therein) (the “Original Agreement”), is made and entered into by the Company, WLR Recovery Fund IV, L.P. and WLR IV Parallel ESC, L.P. (collectively, the “WLR Funds”) as of February 21, 2012.
AGREEMENT AND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks
This AGREEMENT AND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (the “Amendment”) is made and entered into this 14th day of April, 2010, by and between First Michigan Bancorp, Inc., a Michigan corporation (the “Company”) and the subscribers (the “Subscribers”) identified on the signature pages of this Amendment. The Company and the Subscribers are sometimes referred to herein collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks • Michigan
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [·] (the “Effective Date”), by and between TALMER BANCORP, INC., a Michigan corporation (the “Company”), and [·] (the “Indemnitee”).
PURCHASE AND ASSUMPTION AGREEMENT MODIFIED WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CF BANCORP, PORT HURON, MI FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST MICHIGAN BANK DATED AS OF APRIL 30, 2010Purchase and Assumption Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 30th day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CF BANCORP, PORT HURON, MI (the “Receiver”), FIRST MICHIGAN BANK, organized under the laws of the United States of America, and having its principal place of business in TROY, MICHIGAN (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PEOPLES STATE BANK, HAMTRAMCK, MICHIGAN FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST MICHIGAN BANK DATED AS OF FEBRUARY 11, 2011Purchase and Assumption Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 11th day of February, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PEOPLES STATE BANK, HAMTRAMCK, MICHIGAN (the “Receiver”), FIRST MICHIGAN BANK, organized under the laws of the State of Michigan, and having its principal place of business in TROY, MICHIGAN (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL BANK, MOUNT CLEMENS, MICHIGAN FEDERAL DEPOSIT INSURANCE CORPORATION and TALMER BANK & TRUST DATED AS OF APRIL 29, 2011Purchase and Assumption Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 29th day of April, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL BANK, MOUNT CLEMENS, MICHIGAN (the “Receiver”), TALMER BANK & TRUST, organized under the laws of the State of Michigan, and having its principal place of business in Troy, Michigan (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
WARRANT TO PURCHASE COMMON STOCK OF FIRST MICHIGAN BANCORP, INC.Warrant Agreement • January 10th, 2014 • Talmer Bancorp, Inc. • National commercial banks
This warrant agreement (the “Warrant”), effective as of April 30, 2010 (the “Effective Date”), certifies that the FEDERAL DEPOSIT INSURANCE CORPORATION (the “FDIC”) or its assigns (each individually, the “Holder”), for value received, is entitled to purchase from FIRST MICHIGAN BANCORP, INC., Troy, Michigan, a Michigan corporation (the “Company”), fully-paid and non-assessable, Class B non-voting common stock of the Company (the “Common Shares”), which shall be convertible to Class A voting common stock of the Company in accordance with the Company’s Articles of Incorporation, as amended.
