Carolina Bank Holdings Inc Sample Contracts

Carolina Bank Holdings Inc – Joint News Release (June 23rd, 2016)

Southern Pines, NC and Greensboro, NC, June 22, 2016 – First Bancorp (Nasdaq: FBNC) the parent company of First Bank, announced today the signing of a definitive merger agreement under which First Bancorp will acquire Carolina Bank Holdings, Inc. (Nasdaq: CLBH) the parent company of Carolina Bank, in a cash and stock transaction with a total current value of approximately $97.3 million, or $19.26 per share.

Carolina Bank Holdings Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Between CAROLINA BANK HOLDINGS, INC. and FIRST BANCORP June 21, 2016 (June 23rd, 2016)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 21, 2016 is by and between First Bancorp, a North Carolina corporation (“FBNC”), and Carolina Bank Holdings, Inc., a North Carolina corporation (“CLBH”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.

Carolina Bank Holdings Inc – Power of Attorney (April 29th, 2015)

KNOW ALL PERSONS BY THESE PRESENTS, that each of Carolina Bank Holdings, Inc. and the several undersigned officers and directors thereof whose signatures appear below, hereby makes, constitutes and appoints Robert T. Braswell and T. Allen Liles, and each of them acting individually, its, his and her true and lawful attorneys with power to act without any other and with full power of substitution, to execute, deliver and file in its, his and her name and on its, his and her behalf, and in each of the undersigned officer’s and director’s capacity or capacities as shown below, (a) a Registration Statement of Carolina Bank Holdings, Inc. on Form S-1 (or other appropriate form) with respect to the registration under the Securities Act of 1933, as amended, of shares of common stock of Carolina Bank Holdings, Inc., and any and all documents in support thereof or supplemental thereto and any and all amendments, including any and all post-effective amendments, to the foregoing (hereinafter call

Carolina Bank Holdings Inc – REGISTRATION RIGHTS AGREEMENT (April 1st, 2015)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2015, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

Carolina Bank Holdings Inc – SECURITIES PURCHASE AGREEMENT (April 1st, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2015, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Carolina Bank Holdings Inc – ARTICLES OF AMENDMENT OF CAROLINA BANK HOLDINGS, INC. (April 1st, 2015)

Carolina Bank Holdings, Inc., a corporation organized and existing under the laws of the State of North Carolina (the “Corporation”), for the purpose of amending its articles of incorporation to set forth the authorized capitalization of the Corporation and to fix the preferences, limitations, and relative rights of a new series of its preferred stock in accordance with the provisions of sections 55-6-02 and 55-10-06 of the General Statutes of North Carolina, hereby submits these Articles of Amendment:

Carolina Bank Holdings Inc – SECURITIES PURCHASE AGREEMENT (April 1st, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2015, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Carolina Bank Holdings Inc – REGISTRATION RIGHTS AGREEMENT (April 1st, 2015)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2015, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

Carolina Bank Holdings Inc – EMPLOYMENT AGREEMENT (March 11th, 2015)

This Employment Agreement (this “Agreement”) is entered into as of April 15, 2014, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and John Richard Spiker II (the “Employee”).

Carolina Bank Holdings Inc – Carolina Bank Salary Continuation Agreement (November 14th, 2014)

This Salary Continuation Agreement (this “Agreement”) is entered into as of this 1st day of October, 2014, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and John Richard Spiker, II, its Executive Vice President (the “Executive”).

Carolina Bank Holdings Inc – Carolina Bank Holdings, Inc. Repurchases Warrant From U.S. Treasury (April 22nd, 2013)

GREENSBORO, N.C., April 19, 2013 (GLOBE NEWSWIRE) -- Carolina Bank Holdings, Inc. (Nasdaq:CLBH) announced today that it has completed the repurchase of a warrant issued to the United States Department of the Treasury (U.S. Treasury) in 2009. The warrant provided the right to purchase 357,675 shares of common stock at a price of $6.71 per share. Carolina Bank Holdings, Inc. and the U.S. Treasury agreed upon a repurchase price of $1.8 million for the warrant. The U.S. Treasury does not have any residual interest in Carolina Bank Holdings, Inc. after the repurchase of the warrant.

Carolina Bank Holdings Inc – NORTH CAROLINA (March 29th, 2011)

THIS EMPLOYMENT AGREEMENT (hereinafter the “Agreement”) is made as of the 9th day of April 2010, between Phillip Carmac (hereinafter “Employee”), a resident of Randolph County, North Carolina and CAROLINA BANK, a commercial bank formed under the laws of the State of North Carolina and having its principal place of business in Guilford County, North Carolina (hereinafter “Bank” or “Employer”).

Carolina Bank Holdings Inc – Employment Agreement with Philip Carmac (March 25th, 2010)
Carolina Bank Holdings Inc – GOLDEN PARACHUTE PAYMENT WAIVER AGREEMENT (February 5th, 2010)

THIS GOLDEN PARACHUTE PAYMENT WAIVER AGREEMENT (this “Agreement”) is entered into as of this      day of             , 20    , by and among Carolina Bank Holdings, Inc. (the “Corporation”), Carolina Bank (the “Bank”), and                      (the “Executive”).

Carolina Bank Holdings Inc – UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220 (January 13th, 2009)

The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities.

Carolina Bank Holdings Inc – ARTICLES OF AMENDMENT OF CAROLINA BANK HOLDINGS, INC. (January 13th, 2009)

Carolina Bank Holdings, Inc., a corporation organized and existing under the laws of the State of North Carolina (the “Corporation”), for the purpose of amending its articles of incorporation to set forth the authorized capitalization of the Corporation, hereby submits these articles of amendment:

Carolina Bank Holdings Inc – Contract (January 13th, 2009)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

Carolina Bank Holdings Inc – ARTICLES OF AMENDMENT OF CAROLINA BANK HOLDINGS, INC. (January 13th, 2009)

Carolina Bank Holdings, Inc., a corporation organized and existing under the laws of the State of North Carolina (the “Corporation”), for the purpose of amending its articles of incorporation to set forth the authorized capitalization of the Corporation and to fix the preferences, limitations, and relative rights of a new series of its Preferred Stock in accordance with the provisions of sections 55-6-02 and 55-10-06 of the General Statutes of North Carolina, hereby submits these Articles of Amendment:

Carolina Bank Holdings Inc – NEWS RELEASE JUNE 9, 2008 (June 12th, 2008)

Greensboro, NC, June 9, 2008 (PRIME NEWSWIRE) – Carolina Bank Holdings, Inc. (Nasdaq: CLBH), the holding company for Carolina Bank, filed a registration statement with the Securities and Exchange Commission on June 9, 2008 relating to the public offering of 2,000,000 shares of common stock, announced Robert T. Braswell, President and CEO of Carolina Bank Holdings, Inc. Robert W. Baird & Co. Incorporated will serve as the underwriter of the offering and will be granted a 30-day option to purchase up to an additional 300,000 shares of common stock to cover over-allotments, if any.

Carolina Bank Holdings Inc – EMPLOYMENT AGREEMENT (June 9th, 2008)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 20th day of May, 2008, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Corporation”), Carolina Bank, a North Carolina-chartered bank and wholly owned subsidiary of Carolina Bank Holdings, Inc. (the “Bank”), and Robert T. Braswell, President and Chief Executive Officer of the Corporation and the Bank (the “Executive”). The Corporation and the Bank are referred to in this Agreement individually and together as the “Employer.”

Carolina Bank Holdings Inc – POWER OF ATTORNEY (June 9th, 2008)

KNOW ALL MEN BY THESE PRESENTS, that each of Carolina Bank Holdings, Inc., and the several undersigned Officers and Directors thereof whose signatures appear below hereby makes, constitutes, and appoints Robert T. Braswell and T. Allen Liles, or either of them, its and his or her true and lawful attorneys, with full power of substitution to execute, deliver and file in its or his or her name and on its or his or her behalf, and in each of the undersigned Officer’s and Director’s capacity or capacities as shown below; (a) a Registration Statement on Form S-1 (or other appropriate form) with respect to the registration under the Securities Act of 1933, as amended, of shares of common stock of Carolina Bank Holdings, Inc., $1.00 par value per share, to be issued in connection with a public offering through an Underwriting Agreement with Robert W. Baird & Co. Incorporated, all documents in support thereof or supplemental thereto and any and all amendments, including any and all post-effect

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and Kenneth C. Mayer, Jr., a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and George E. Carr, III, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and John D. Cornet, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and D. Wayne Thomas, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and T. Gray McCaskill, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – EMPLOYMENT AGREEMENT (June 5th, 2008)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 2nd day of             June             , 2008, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Corporation”), Carolina Bank, a North Carolina-chartered bank and wholly owned subsidiary of Carolina Bank Holdings, Inc. (the “Bank”), and Gunnar N.R. Fromen, Executive Vice President and Senior Loan Officer (the “Executive”). The Corporation and the Bank are referred to in this Agreement individually and together as the “Employer.”

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and J. Alexander S. Barrett, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and Gary N. Brown, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – EMPLOYMENT AGREEMENT (June 5th, 2008)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 2nd day of             June            , 2008, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Corporation”), Carolina Bank, a North Carolina-chartered bank and wholly owned subsidiary of Carolina Bank Holdings, Inc. (the “Bank”), and Daniel D. Hornfeck, Executive Vice President and Chief Credit Officer (the “Executive”). The Corporation and the Bank are referred to in this Agreement individually and together as the “Employer.”

Carolina Bank Holdings Inc – CAROLINA BANK SALARY CONTINUATION AGREEMENT (June 5th, 2008)

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 2nd day of             June            , 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and Gunnar N.R. Fromen, its Executive Vice President and Senior Loan Officer (the “Executive”).

Carolina Bank Holdings Inc – CAROLINA BANK SALARY CONTINUATION AGREEMENT (June 5th, 2008)

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 2nd day of             June            , 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and Daniel D. Hornfeck, its Executive Vice President and Chief Credit Officer (the “Executive”).

Carolina Bank Holdings Inc – CAROLINA BANK DIRECTOR RETIREMENT AGREEMENT (June 5th, 2008)

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and James E. Hooper, a director of the Bank (the “Director”).

Carolina Bank Holdings Inc – EMPLOYMENT AGREEMENT (June 5th, 2008)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 2nd day of              June             , 2008, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Corporation”), Carolina Bank, a North Carolina-chartered bank and wholly owned subsidiary of Carolina Bank Holdings, Inc. (the “Bank”), and T. Allen Liles, Executive Vice President and Chief Financial Officer of the Corporation and the Bank (the “Executive”). The Corporation and the Bank are referred to in this Agreement individually and together as the “Employer.”

Carolina Bank Holdings Inc – CAROLINA BANK SALARY CONTINUATION AGREEMENT (June 5th, 2008)

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 2nd day of             June             , 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and T. Allen Liles, its Executive Vice President and Chief Financial Officer (the “Executive”).