RECITALS --------Agreement and Plan of Merger • June 21st, 2007 • Porter Bancorp, Inc. • National commercial banks • Kentucky
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • July 24th, 2020 • Limestone Bancorp, Inc. • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 21, 2020, and is made by and among Limestone Bancorp, Inc., a Kentucky corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
LIMESTONE BANCORP, INC. As Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of July 23, 2019Limestone Bancorp, Inc. • July 25th, 2019 • National commercial banks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2018 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2018, by and among Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2010 • Porter Bancorp, Inc. • National commercial banks
PORTER BANCORP, INC. TAX BENEFITS PRESERVATION PLANTax Benefits Preservation Plan • June 29th, 2015 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This is a TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (this “Plan”), between Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
Shares Porter Bancorp, Inc. Common Stock no par value per share Underwriting AgreementUnderwriting Agreement • June 21st, 2006 • Porter Bancorp, Inc. • National commercial banks • New York
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2019 • Limestone Bancorp, Inc. • National commercial banks • Kentucky
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of April, 2019 (the “Effective Date”), between Limestone Bank, Inc., a Kentucky-chartered commercial bank (the “Bank” or the “Employer”), and John R. Davis (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2019 • Limestone Bancorp, Inc. • National commercial banks • Kentucky
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of April, 2019 (the “Effective Date”), between Limestone Bancorp, Inc., a Kentucky-chartered bank holding company (the “Corporation”), Limestone Bank, Inc., a Kentucky-chartered commercial bank (the “Bank”), and John T. Taylor (the “Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 25th, 2022 • Limestone Bancorp, Inc. • National commercial banks • Ohio
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2022 (this “Agreement”), by and between PEOPLES BANCORP INC., an Ohio corporation (“Peoples”), and LIMESTONE BANCORP, INC., a Kentucky corporation (“Limestone”).
PORTER BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 13th, 2008 • Porter Bancorp, Inc. • National commercial banks
Porter Bancorp, Inc. (“Porter”) grants as of (the “Grant Date”) to (the “Employee” or “you”) the number of shares set forth below, of the common stock of Porter under the Porter Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”). A copy of the Plan is attached, and any capitalized terms used but not defined in this Agreement shall have the meaning given them in the Plan.
OPTION AGREEMENTExhibit 2 • November 20th, 2009 • Porter Bancorp, Inc. • National commercial banks
This is an OPTION AGREEMENT (“Agreement”) between Porter Bancorp, Inc., a Kentucky corporation (“Purchaser”) and the undersigned (“Seller”), a shareholder of Citizens First Corporation.
Joint Filing Agreement, dated October 24, 2011 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • October 24th, 2011 • Porter Bancorp, Inc. • National commercial banks
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
ContractRegistration Rights Agreement • March 30th, 2018 • Porter Bancorp, Inc. • National commercial banks • Kentucky
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 5th, 2017 • Porter Bancorp, Inc. • National commercial banks • Indiana
THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2017, by and between PORTER BANCORP, INC., a Kentucky corporation (“Borrower”), and FIRST MERCHANTS BANK, an Indiana state bank (“Lender”).
AMENDMENT No. 5 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • October 25th, 2022 • Limestone Bancorp, Inc. • National commercial banks
This is Amendment No. 5 (this “Amendment”) dated as of October 24, 2022, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, Amendment No. 3 thereto dated November 25, 2019, and Amendment No. 4 thereto dated May 19, 2021 (as so amended, the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2016 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of September 2016 (the “Effective Date”), between Porter Bancorp, Inc., a Kentucky-chartered bank holding company (the “Corporation”), PBI Bank, Inc., a Kentucky-chartered commercial bank (the “Bank”), and Phillip W. Barnhouse (the “Executive”).
AMENDMENT No. 4 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • May 19th, 2021 • Limestone Bancorp, Inc. • National commercial banks
This is Amendment No. 4 (this “Amendment”) dated as of May 19, 2021, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, and Amendment No. 3 thereto dated November 25, 2019 (as so amended, the “Plan”).
Restricted Stock Award AgreementRestricted Stock Award Agreement • March 8th, 2019 • Limestone Bancorp, Inc. • National commercial banks
Limestone Bancorp, Inc. (“Limestone” “”) grants as of [ ] (the “Grant Date”) to [ ] (the “Employee” or “you”) the number of common shares of Limestone set forth below under the Limestone Bancorp, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”). A copy of the Plan is attached, and any capitalized terms used but not defined in this Agreement shall have the meaning given them in the Plan.
FIRST AMENDMENT TO THE PBI BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN DATED AUGUST 31, 2004 FOR EXECUTIVEPorter Bancorp, Inc. • March 26th, 2009 • National commercial banks
THIS FIRST AMENDMENT is adopted this day of , 2008, effective as of January 1, 2005, by and between PBI BANK (f/k/a Ascencia Bank), a state-chartered commercial bank located in Louisville, Kentucky (the “Company”), and EXECUTIVE (the “Executive”).
Voting AgreementVoting Agreement • August 24th, 2007 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This is a VOTING AGREEMENT dated as of June 16, 2007 (the “Agreement”) by and between the undersigned holder of capital stock (“Shareholder”) of Ohio County Bancshares, Inc., a Kentucky corporation (“Company”), and Porter Bancorp, Inc., a Kentucky corporation (“Porter Bancorp”). Capitalized terms used herein and not defined herein have the respective meanings set forth in the Merger Agreement (as defined herein).
AMENDMENT No. 3 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLANLimestone Bancorp, Inc. • November 27th, 2019 • National commercial banks • Kentucky
This is Amendment No. 3 to the Limestone Bancorp, Inc. Tax Benefits Preservation Plan (this “Amendment”) between Limestone Bancorp, Inc. (formerly known as Porter Bancorp, Inc.), a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), is dated and effective as of November 25, 2019.
BRANCH PURCHASE AND ASSUMPTION AGREEMENT between REPUBLIC BANK & TRUST COMPANY and LIMESTONE BANK, INC. July 24, 2019Branch Purchase and Assumption Agreement • July 25th, 2019 • Limestone Bancorp, Inc. • National commercial banks • Kentucky
This BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is made and executed as of the 24th day of July, 2019, by and between REPUBLIC BANK & TRUST COMPANY, a Kentucky banking corporation (“Seller”), and LIMESTONE BANK, INC., a Kentucky banking corporation (“Buyer”).
JOINT FILING AGREEMENT Dated as of October 15, 2009Joint Filing Agreement • November 20th, 2009 • Porter Bancorp, Inc. • National commercial banks
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Porter Bancorp, Inc., J. Chester Porter and Maria L. Bouvette on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, no par value, of Citizens First Corporation and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
FORM OF PORTER BANCORP, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • April 11th, 2006 • Porter Bancorp, Inc. • Kentucky
This Option Agreement is entered into as of the Grant Date stated above, between Porter Bancorp, Inc. (Porter), and you for the purpose of evidencing an award to you of options (“Options”) pursuant to the Porter Bancorp, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”).
Joint Filing Agreement, dated July 11, 2011 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • July 11th, 2011 • Porter Bancorp, Inc. • National commercial banks
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2016 • Porter Bancorp, Inc. • National commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2016, by and among Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and each purchaser of the Company’s Common Shares (each a “Purchaser” and collectively, the “Purchasers”) on the terms and conditions of a Subscription Agreement dated as of the date hereof between the Company and each Purchaser (the “Subscription Agreement”).
Subscription AgreementPorter Bancorp, Inc. • April 20th, 2016 • National commercial banks • Kentucky
The Shares have not been registered under the Securities Act of 1933 or the securities laws of any state or any other jurisdiction. There are further restrictions on the transferability of the Shares described herein.
AMENDMENT No. 2 to the PORTER BANCORP, INC. TAX BENEFITS PRESERVATION PLANTax Benefits Preservation Plan • May 23rd, 2018 • Porter Bancorp, Inc. • National commercial banks
This is Amendment No. 2 (this “Amendment”) dated as of May 23, 2018, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 dated August 5, 2015.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 7th, 2010 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 30, 2010, is made by and among J. Chester Porter (“Porter”) and Maria L. Bouvette (“Bouvette”) (collectively, Porter and Bouvette are the “Shareholders”); Porter Bancorp, Inc., a Kentucky corporation (the “Company”); Patriot Financial Partners, L.P. (the “Lead Purchaser”) and the persons signatory hereto (the “Purchasers”) who are “Purchasers” under the Securities Purchase Agreement, dated as of June 30, 2010 (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2013 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7TH day of August, 2013 (the “Effective Date”), between PBI Bank, Inc., a Kentucky-chartered commercial bank (the “Bank” or the “Employer”), and Joseph C. Seiler (the “Executive”), and joined in by Porter Bancorp, Inc. (the “Corporation”) for the purposes set forth in Sections 3(d) and (e) hereof.
PORTER BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 13th, 2012 • Porter Bancorp, Inc. • National commercial banks
THIS AGREEMENT is made this ___day of [Month], [Year] (hereinafter referred to as the “Date of Grant”) by and between Porter Bancorp, Inc. (“Porter” or the “Corporation”) and [Name], [Title] (the “Recipient”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2010 • Porter Bancorp, Inc. • National commercial banks • Kentucky
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2010, by and among Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
JOINT FILING AGREEMENT Dated as of October 15, 2009Joint Filing Agreement • October 16th, 2009 • Porter Bancorp, Inc. • National commercial banks
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of J. Chester Porter and Maria L. Bouvette on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, no par value, of Porter Bancorp, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
FORM OF ASCENCIA BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • April 11th, 2006 • Porter Bancorp, Inc. • Kentucky
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Agreement”) is adopted this day of , 200 , by and between ASCENCIA BANK, a state-chartered commercial bank located in Louisville, Kentucky (the “Company”), and (the “Executive”).
