Talmer Bancorp, Inc. Sample Contracts

LOAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION and TALMER BANCORP, INC. Dated as of December 20, 2013
Loan 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2016 • 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 Thomas C. Shafer (“Executive”) is made and entered into as of May 17, 2010 (the “Effective Date”). The Corporation and the Bank shall be collectively referred to herein as the “Company.”

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TALMER BANCORP, INC. DATE OF INITIAL ISSUANCE: , 2012
Talmer 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

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Director Restricted Stock Agreement
Restricted Stock Agreement • February 29th, 2016 • Talmer Bancorp, Inc. • National commercial banks • Michigan

This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Participant named above (“you” or “Participant”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $1.00 par value Class A common stock of Talmer Bancorp, Inc., a Michigan corporation (the “Company”) as of the date of grant set forth above (the “Date of Grant”), pursuant to the Talmer Bancorp, Inc. Equity Incentive Plan, as amended (the “Plan”) and conditioned upon your agreement and compliance with the terms set forth below. All of the provisions of the Plan are expressly incorporated into this Agreement.

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TALMER BANCORP, INC. (a Michigan corporation) [·] Shares of Class A Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • February 7th, 2014 • Talmer Bancorp, Inc. • National commercial banks • New York

KEEFE, BRUYETTE & WOODS, INC. J.P. MORGAN SECURITIES LLC as Representatives of the several Underwriters c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue 4th Floor New York, New York 10019

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RESTRICTED STOCK AGREEMENT TALMER BANCORP, INC. EQUITY INCENTIVE PLAN PARTICIPANT: [ ] NO. OF SHARES: [ ] DATE OF GRANT: [ ]
Restricted Stock Agreement • March 26th, 2015 • Talmer Bancorp, Inc. • National commercial banks • Michigan

This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Participant named above (“you” or “Participant”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $1.00 par value Class A common stock of Talmer Bancorp, Inc., a Michigan corporation (the “Company”) as of the date of grant set forth above (the “Date of Grant”), pursuant to the Talmer Bancorp, Inc. Equity Incentive Plan, as amended (the “Plan”) and conditioned upon your agreement and compliance with the terms set forth below. All of the provisions of the Plan are expressly incorporated into this Agreement.

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CHEMICAL FINANCIAL CORPORATION AND
Agreement and Plan of Merger • January 26th, 2016 • Talmer Bancorp, Inc. • National commercial banks • Michigan
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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration 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.

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AGREEMENT AND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT
Stock 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.”

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FORM OF INDEMNIFICATION AGREEMENT
Form 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”).

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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, 2010
Purchase 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”).

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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, 2011
Purchase 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”).

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SECOND AMENDMENT to LOAN AGREEMENT between and TALMER BANCORP, INC. Second Amendment: Dated as of March 26, 2015 First Amendment: Dated as of December 19, 2014 Original Loan Agreement: Dated as of December 20, 2013
Loan Agreement • March 26th, 2015 • Talmer Bancorp, Inc. • National commercial banks • New York

This SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”) is dated as of March 26, 2015, and is made by and between TALMER BANCORP, INC., a Michigan corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

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EXECUTION VERSION KE 38898002.3 FOURTH AMENDMENT to LOAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION and TALMER BANCORP, INC. Fourth Amendment: Dated December 18, 2015 Third Amendment: Dated as of June 30, 2015 Second Amendment: Dated as of March...
Loan Agreement • December 18th, 2015 • Talmer Bancorp, Inc. • National commercial banks
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TALMER BANCORP, INC. (a Michigan corporation) 9,664,579 Shares of Class A Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • August 31st, 2015 • Talmer Bancorp, Inc. • National commercial banks • New York

Talmer Bancorp, Inc., a Michigan corporation (the “Company”), and the persons listed in Schedule A hereto (the “Selling Shareholders”), severally confirm their respective agreements with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Underwriter”), with respect to the sale by the Selling Shareholders and the purchase by the Underwriter of the respective numbers of shares of Class A Common Stock, par value $1.00 per share, of the Company (“Common Stock”) set forth in Schedule A hereto. The aforesaid 9,664,579 shares of Common Stock to be purchased by the Underwriter are hereinafter called the “Securities.”

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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, 2011
Purchase 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”).

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WARRANT REPURCHASE AGREEMENT
Warrant Repurchase Agreement • February 18th, 2015 • Talmer Bancorp, Inc. • National commercial banks

THIS WARRANT REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of February, 2015, by and between WLR Recovery Fund IV, L.P. (“WLR Recovery”), WLR IV Parallel ESC, L.P. (“WLR Parallel” and, together with WLR Recovery, the “Sellers,” and each a “Seller”), and Talmer Bancorp, Inc., a Michigan corporation (the “Purchaser”).

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TALMER BANCORP, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • January 21st, 2014 • Talmer Bancorp, Inc. • National commercial banks • Michigan

Talmer Bancorp, Inc., a Michigan corporation (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”) and pursuant to the Talmer Bancorp, Inc. Equity Incentive Plan, as amended (the “Plan”), and in consideration of the services to be rendered to the Company or its Subsidiaries by (“Participant”), hereby grants, effective as of , 20 (the “Date of Grant”), Participant the option (the “Option”) to purchase ( ) shares of Common Stock (the “Shares”), at a price of $ per share (the “Option Price”), on the terms and conditions contained in this Non-Qualified Stock Option Agreement (this “Agreement”) and subject to all the terms and conditions of the Plan, which are incorporated by reference herein. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. This Option is a non-qualified stock option.

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WARRANT TERMINATION AGTtE~Iki~NT THIS WARRANT TERMINATION AGREEMENT (this "A rah erxient") is made 'and entered into as of this 28th day of December, 201 S, by anal between the Federal Deposit Insurat3ce Corporation (the "FDIC") ar~d Talmer Bancorp,...
Warrant Termination Agreement • December 28th, 2015 • Talmer Bancorp, Inc. • National commercial banks
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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 29th, 2016 • Talmer Bancorp, Inc. • National commercial banks • Michigan

This CHANGE IN CONTROL AGREEMENT (this “Agreement”) by and among TALMER BANCORP, INC., a Michigan corporation (the “Corporation”), TALMER BANK AND TRUST, a state chartered banking institution and wholly-owned subsidiary of the Corporation (the “Bank”) and Greg Bixby (“Officer”) is made and entered into on September 20, 2014 (the “Effective Date”). The Corporation and the Bank shall be collectively referred to herein as the “Company.”

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FIRST AMENDMENT to LOAN AGREEMENT between and TALMER BANCORP, INC. Dated as of December 19, 2014
Loan Agreement • February 18th, 2015 • Talmer Bancorp, Inc. • National commercial banks • New York

This FIRST AMENDMENT TO LOAN AGREEMENT (this “First Amendment”) is dated as of December 19, 2014, and is made by and between TALMER BANCORP, INC., a Michigan corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

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LOAN AGREEMENT
Loan Agreement • August 14th, 2015 • Talmer Bancorp, Inc. • National commercial banks • New York

This THIRD AMENDMENT TO LOAN AGREEMENT (this “Third Amendment”) is dated as of June 30, 2015, and is made by and between TALMER BANCORP, INC., a Michigan corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

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DIRECTOR RESTRICTED STOCK AGREEMENT TALMER BANCORP, INC. EQUITY INCENTIVE PLAN PARTICIPANT: [NAME] NO. OF SHARES: [ ] DATE OF GRANT:
Director Restricted Stock Agreement • August 14th, 2014 • Talmer Bancorp, Inc. • National commercial banks • Michigan

This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Participant named above (“you” or “Participant”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $1.00 par value Class A common stock of Talmer Bancorp, Inc., a Michigan corporation (the “Company”) as of the date of grant set forth above (the “Date of Grant”), pursuant to the Talmer Bancorp, Inc. Equity Incentive Plan, as amended (the “Plan”) and conditioned upon your agreement and compliance with the terms set forth below. All of the provisions of the Plan are expressly incorporated into this Agreement.

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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.

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