Jacksonville Bancorp Inc /Fl/ Sample Contracts

EMPLOYMENT AGREEMENT BY AND BETWEEN THE JACKSONVILLE BANK, IN ORGANIZATION AND GILBERT JAMES POMAR, III
Employment Agreement • August 13th, 1999 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida
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GUARANTEE AGREEMENT JACKSONVILLE BANCORP, INC. Dated as of June 20, 2008
Guarantee Agreement • July 31st, 2008 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of June 20, 2008, is executed and delivered by Jacksonville Bancorp, Inc., incorporated in Florida (the "Guarantor"), and Wells Fargo Bank, National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Jacksonville Bancorp, Inc. Statutory Trust III, a Delaware statutory trust (the "Issuer").

BY AND BETWEEN
Outsourcing Agreement • January 5th, 1999 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Wisconsin
100 NORTH LAURA STREET STANDARD OFFICE LEASE
Letter Agreement • November 15th, 2004 • Jacksonville Bancorp Inc /Fl/ • State commercial banks
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Subscription Rights Agreement • December 20th, 2001 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida
EMPLOYMENT AGREEMENT BY AND BETWEEN THE JACKSONVILLE BANK AND SCOTT M. HALL
Employment Agreement • August 10th, 2009 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

THIS EMPLOYMENT AGREEMENT ("Agreement"), by and between The Jacksonville Bank, (the "Bank") and Scott M. Hall ("Employee" and, together with the Bank, the “Parties”), is dated and shall be effective this ________ day of ______________________, 2009 (the “Effective Date”). It replaces and supersedes any and all previous agreements, written or oral, with respect to the Employee’s employment with the Bank.

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • August 20th, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • New Jersey

THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between Jacksonville Bancorp, Inc., a Florida corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of .

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 27th, 2012 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 22, 2012 by and between Jacksonville Bancorp, Inc., a Florida corporation (the “Company”), and the investors listed on the signature page(s) hereto (the “Investors”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 4th, 2014 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 2, 2014, is by and between JOSEPH W. AMY (“Executive”), THE JACKSONVILLE BANK (the “Bank”) and the Bank's parent corporation JACKSONVILLE BANCORP, INC. (the “Company”).

AGENCY AGREEMENT JACKSONVILLE BANCORP, INC. (a Florida corporation) Common Stock (par value $0.01 per share) Up to 10,000,000 Shares of Common Stock Subscription Rights to Purchase Shares of Common Stock
Agency Agreement • August 20th, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

Jacksonville Bancorp, Inc., a Florida corporation (the “Company”), confirms its agreement with Hovde Group, LLC (the “Agent” or “Hovde”), subject to the terms and conditions set forth below, with respect to the proposed Rights Offering and the Public Reoffer of Shares not subscribed for in the Rights Offering, if any, in each case, as such terms are defined below.

LOAN AGREEMENT
Loan Agreement • January 14th, 2015 • Jacksonville Bancorp Inc /Fl/ • State commercial banks

This Loan Agreement is dated as of January 8, 2015, and is between JACKSONVILLE BANCORP, INC., a Florida corporation (the “Borrower”), and Castle Creek SSF-D Investors, LP , (the “Lender”).

AGREEMENT AND PLAN OF MERGER by and between AMERIS BANCORP and JACKSONVILLE BANCORP, INC. Dated as of September 30, 2015
Agreement and Plan of Merger • October 1st, 2015 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2015 (the “Agreement”), is entered into by and between Ameris Bancorp, a Georgia corporation (“ABCB”), and Jacksonville Bancorp, Inc., a Florida corporation (“JAXB”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 14th, 2010 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This STOCKHOLDERS AGREEMENT, dated as of May 10, 2010 (this “Agreement”), is entered into by and among Jacksonville Bancorp, Inc., a Florida corporation (“JBI”), Atlantic BancGroup, Inc., a Florida corporation (“ABI”), and each of the stockholders of ABI, whose names appear on the signature pages hereto (each a “Stockholder,” and together, the “Stockholders”). Capitalized terms not otherwise defined in this Agreement shall have meanings given to such terms in the Merger Agreement.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 7th, 2012 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This Executive Employment Agreement (this “Agreement”), dated as of September 5, 2012, is by and between MARGARET A. INCANDELA (“Executive”), THE JACKSONVILLE BANK (the “Bank”) and the Bank’s parent corporation JACKSONVILLE BANCORP, INC. (the “Company”).

JUNIOR SUBORDINATED DEBT SECURITY DUE 2038
Jacksonville Bancorp Inc /Fl/ • July 31st, 2008 • State commercial banks

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHO

REVOLVING LOAN NOTE
Jacksonville Bancorp Inc /Fl/ • March 31st, 2011 • State commercial banks • Florida

This Revolving Loan Note evidences the Revolving Loans and other indebtedness incurred by the Borrower under and pursuant to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan Maturity Date or any payment hereon may be accelerated. The holder of this Revolving Loan Note is entitled to all of the benefits and security provided for in the Loan Agreement. All Revolving Loans shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement. Principal and interest are to be paid to the Lender as provided in the Loan Agreement.

AGREEMENT AND PLAN OF MERGER by and between JACKSONVILLE BANCORP, INC. and HERITAGE BANCSHARES, INC. Dated as of January 28, 2008
Agreement and Plan of Merger • January 29th, 2008 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 28, 2008, by and between Jacksonville Bancorp, Inc. (“JBI”), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Jacksonville, Florida and Heritage Bancshares, Inc. (“HBI”), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Orange Park, Florida.

SEPARATION, RELEASE AND NON-DISPARAGEMENT AGREEMENT
Separation, Release and Non-Disparagement Agreement • June 27th, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

WHEREAS, I, Stephen C. Green, am employed by The Jacksonville Bank and its parent corporation Jacksonville Bancorp, Inc. (collectively “the Bank”);

REVOLVING LOAN NOTE
Jacksonville Bancorp Inc /Fl/ • January 14th, 2015 • State commercial banks

This Revolving Loan Note evidences the Revolving Loans and other indebtedness incurred by the Borrower under and pursuant to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan Maturity Date or any payment hereon may be accelerated. The holder of this Revolving Loan Note is entitled to all of the benefits and security provided for in the Loan Agreement. All Revolving Loans shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement. Principal and interest are to be paid to the Lender as provided in the Loan Agreement.

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PRELIMINARY SUBSCRIPTION AGREEMENT
Preliminary Subscription Agreement • June 4th, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks

Under penalty of perjury, I certify that: (1) the Social Security number or IRS Taxpayer Identification Number given below is correct; and (2) I am not subject to backup withholding.

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • April 26th, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • New Jersey

THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between Jacksonville Bancorp, Inc., a Florida corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of .

JACKSONVILLE BANCORP, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 3rd, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida
MUTUAL TERMINATION AGREEMENT
Mutual Termination Agreement • June 26th, 2008 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This MUTUAL TERMINATION AGREEMENT is entered into as of June 24, 2008 (this “Agreement”), by and between Jacksonville Bancorp, Inc., a Florida corporation (“JBI”), and Heritage Bancshares, Inc., a Florida corporation (“HBI”).

JACKSONVILLE BANCORP, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • September 28th, 2012 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida
REVOLVING LOAN NOTE
Revolving Loan Note • March 30th, 2012 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This Revolving Loan Note evidences the Revolving Loans and other indebtedness incurred by the Borrower under and pursuant to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan Maturity Date or any payment hereon may be accelerated. The holder of this Revolving Loan Note is entitled to all of the benefits and security provided for in the Loan Agreement. All Revolving Loans shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement. Principal and interest are to be paid to the Lender as provided in the Loan Agreement.

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN THE JACKSONVILLE BANK AND VALERIE A. KENDALL
Employment Agreement • March 31st, 2011 • Jacksonville Bancorp Inc /Fl/ • State commercial banks

THIS AMENDMENT is adopted this 22nd day of December, 2010, by and between The Jacksonville Bank, a state-chartered commercial bank located in Jacksonville Beach, Florida (the “Company”) and Valerie A. Kendall (the “Executive”).

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG JACKSONVILLE BANCORP, INC., CAPGEN CAPITAL GROUP IV LP AND EACH OF THE OTHER INVESTORS NAMED HEREIN DATED AS OF December 31, 2012
Stock Purchase Agreement • January 3rd, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • New York

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of December 31, 2012 (collectively with all schedules and exhibits hereto, this “Agreement”), is by and among JACKSONVILLE BANCORP, INC., a Florida corporation (the “Company”), and CAPGEN CAPITAL GROUP IV LP, a Delaware limited partnership (“CapGen”), and each of the respective other investors set forth on the signature pages to this Agreement (collectively, with CapGen, the “Investors”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 4th, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks

Under penalty of perjury, I certify that: (1) the Social Security number or IRS Taxpayer Identification Number given below is correct; and (2) I am not subject to backup withholding.

STOCK PURCHASE AGREEMENT BY AND AMONG JACKSONVILLE BANCORP, INC., CAPGEN CAPITAL GROUP IV LP AND EACH OF THE OTHER INVESTORS NAMED HEREIN DATED AS OF MAY 10, 2010
Stock Purchase Agreement • May 14th, 2010 • Jacksonville Bancorp Inc /Fl/ • State commercial banks

This Stock Purchase Agreement, dated as of May 10, 2010 (this “Agreement”), is by and among JACKSONVILLE BANCORP, INC., a Florida corporation (the “Company”), and CAPGEN CAPITAL GROUP IV LP, a Delaware limited partnership (“CapGen”), and each of the respective other investors set forth on the signature pages to this Agreement (collectively, with CapGen, the “Investors”).

ASSET PURCHASE AGREEMENT between THE JACKSONVILLE BANK, a state chartered bank (Seller) and (Purchaser) Dated as of December , 2012
Asset Purchase Agreement • January 3rd, 2013 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December , 2012 (the “Effective Date”), is between (“Purchaser”) and THE JACKSONVILLE BANK, a state chartered bank (“Seller”).

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • August 6th, 2012 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This Agreement and General Release (this “Agreement”), dated as of July 30, 2012, is by and among Price W. Schwenck (“Executive”), THE JACKSONVILLE BANK (the “Bank”) and the Bank’s parent corporation, JACKSONVILLE BANCORP, INC. (the “Company”).

EXHIBIT B NON-COMPETITION AGREEMENT RELATED TO THE SALE OF GOODWILL
Non-Competition Agreement • January 29th, 2008 • Jacksonville Bancorp Inc /Fl/ • State commercial banks • Florida

This Non-Competition Agreement Related to the Sale of Goodwill (this “Agreement”) is entered into as of January 28, 2008, by and among Jacksonville Bancorp, Inc., a Florida corporation (“JBI”), and the undersigned, an individual residing in the State of Florida (“Seller”).

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