PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF STRATEGIC CAPITAL BANK, CHAMPAIGN, IL FEDERAL DEPOSIT INSURANCE CORPORATION and MIDLAND STATES BANK DATED AS OF 22 MAY 2009Purchase and Assumption Agreement • May 13th, 2011 • Midland States Bancorp, Inc. • New York
THIS AGREEMENT, made and entered into as of the 22nd day of May, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of STRATEGIC CAPITAL BANK, CHAMPAIGN, IL (the “Receiver”), MIDLAND STATES BANK, organized under the laws of the State of Illinois, and having its principal place of business in EFFINGHAM, IL (the “Assuming Bank”), 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”).
Amended and Restated Employment AgreementEmployment Agreement • February 26th, 2021 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of November 5, 2020 (the “Effective Date”) by and between Midland States Bancorp, Inc., (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank,” and together with the Company, the “Employer”), and Jeffrey Ludwig (“Executive,” and together with the Employer, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MIDLAND STATES BANCORP, INC., PEAK MIDLAND ACQUISITION, LLC AND ALPINE BANCORPORATION, INC. DATED AS OF OCTOBER 16, 2017Agreement and Plan of Merger • October 17th, 2017 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 16, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation (“Acquiror”), Peak Midland Acquisition, LLC, a Delaware limited liability company (“Merger Sub”), and Alpine Bancorporation, Inc., a Delaware corporation (the “Company”).
MIDLAND STATES BANCORP, INC. As Issuer, and UMB Bank National Association As Trustee INDENTURE Dated as of September 20, 2019 5.50% Fixed-to-Floating Rate Subordinated Notes due 2034Indenture • September 20th, 2019 • Midland States Bancorp, Inc. • State commercial banks • New York
This INDENTURE dated as of September 20, 2019 is between Midland States Bancorp, Inc., an Illinois corporation (the “Company”), and UMB Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of April 7, 2014 (the “Agreement Date”), by and between MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), and ANDREW S. LOVE, an individual resident of the State of Missouri (the “Restricted Person,” and together with Acquiror, the “Parties”); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (the “Effective Date”), and if the Merger Agreement is terminated prior to the Merger being consummated, this Agreement shall be null and void and the Parties shall have no further obligations hereunder.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WESTBRIDGE BANK & TRUST COMPANY, CHESTERFIELD, MISSOURI FEDERAL DEPOSIT INSURANCE CORPORATION and MIDLAND STATES BANK, EFFINGHAM,...Purchase and Assumption Agreement • May 13th, 2011 • Midland States Bancorp, Inc.
THIS AGREEMENT, made and entered into as of the 15th day of October, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WESTBRIDGE BANK & TRUST COMPANY, CHESTERFIELD, MO (the "Receiver"), MIDLAND STATES BANK, organized under the laws of the state of Illinois, and having its principal place of business in Effingham, Illinois (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").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This REGISTRATION RIGHTS AGREEMENT, dated as of January 18, 2011, is entered into between MIDLAND STATES BANCORP, INC., an Illinois corporation (the “Company”), and the RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (the “Initial Holder”).
AGREEMENT AND PLAN OF MERGER AMONG MIDLAND STATES BANCORP, INC., HB ACQUISITION LLC AND LOVE SAVINGS HOLDING COMPANY APRIL 7, 2014Agreement and Plan of Merger • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 7, 2014, by and among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), HB ACQUISITION LLC, an Illinois limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and LOVE SAVINGS HOLDING COMPANY, a Missouri corporation (the “Company”).
AMENDMENT AGREEMENTAmendment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of May 11, 2011, is by and between MIDLAND STATES BANCORP, INC., an Illinois corporation and successor by merger to Midland States Bancorp, Inc., a Delaware corporation (“Borrower”), and RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (“Lender”).
ContractExercise Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THE ACT AND ANY REQUIRED QUALIFICATION UNDER APPLICABLE STATE AND FOREIGN LAW OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW.
THE AMENDED AND RESTATED MIDLAND STATES BANCORP, INC.Nonqualified Stock Option Award Agreement • February 23rd, 2024 • Midland States Bancorp, Inc. • State commercial banks • Illinois
The Participant specified below is hereby granted a nonqualified stock option (the “Option”) by Midland States Bancorp, Inc., an Illinois corporation (the “Company”), under the The Amended and Restated Midland States Bancorp, Inc. 2019 Long-Term Incentive Plan (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award Agreement”).
AGREEMENT AND PLAN OF MERGER AMONG MIDLAND STATES BANCORP, INC.,Agreement and Plan of Merger • November 13th, 2015 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 11th, day of March, 2013 (the “Agreement Date”), by and among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), GP ACQUISITION LLC, an Illinois limited liability company (“Merger Sub”), GRANT PARK BANCSHARES, INC., a Delaware corporation (the “Company”), and, solely for the purposes of Section 3.2, Section 4.3, Section 4.4, Section 6.10(b), Section 7.3(d), Article 9 and Section 10.9, Mr. J. Thomas Long, the Company’s principal stockholder, personally and as trustee of the Eligible Stockholder Trusts (“Principal Stockholder”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of April 7, 2014, among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Midland”), and those shareholders of LOVE SAVINGS HOLDING COMPANY, a Missouri corporation (“LSHC”) whose names appear on the signature page of this Agreement (individually, a “Shareholder,” and collectively, the “Shareholders”); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MIDLAND STATES BANCORP, INC., SENTINEL ACQUISITION, LLC AND CENTRUE FINANCIAL CORPORATION DATED AS OF JANUARY 26, 2017Agreement and Plan of Merger • January 26th, 2017 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of January 26, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation ("Acquiror"), Sentinel Acquisition, LLC, a Delaware limited liability company ("Merger Sub"), and Centrue Financial Corporation, a Delaware corporation (the "Company").
THE AMENDED AND RESTATED MIDLAND STATES BANCORP, INC.Incentive Stock Option Award Agreement • February 23rd, 2024 • Midland States Bancorp, Inc. • State commercial banks • Illinois
The Participant specified below is hereby granted an incentive stock option (the “Option”) by Midland States Bancorp, Inc., an Illinois corporation (the “Company”), under the The Amended and Restated Midland States Bancorp, Inc. 2019 Long-Term Incentive Plan (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“Award Agreement”).
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENTSupplemental Retirement Benefit Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This Supplemental Retirement Benefit Agreement (the “Agreement”) by and between Midland States Bancorp, Inc., located in Effingham, Illinois (the “Employer”), and Leon J. Holschbach (“Executive”), effective as of the 16th day of November 2015, formalizes the agreements and understanding between the Employer and Executive.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of November 6, 2014, by and among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), HB ACQUISITION LLC, an Illinois limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and LOVE SAVINGS HOLDING COMPANY, a Missouri corporation (the “Company”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT, dated as of DECEMBER 10, 2013, is entered into between MIDLAND STATES BANCORP, INC., an Illinois corporation (the “Company”), and the RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (the “Initial Holder”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of April 7, 2014, among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Midland”), and those shareholders of LSHC whose names appear on the signature page of this Agreement (individually, a “Shareholder,” and collectively, the “Shareholders”); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of April 7, 2014, among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), HALLMARK INVESTMENT CORPORATION, a Missouri corporation (“Hallmark”), each of the Persons listed on ANNEX A hereto (individually, an “LSHC Shareholder,” and collectively, the “LSHC Shareholders” and together with Hallmark, the “LSHC Parties”) and each of the Persons listed on ANNEX B hereto (collectively, the “McDonnell Family”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2014, is entered into among MIDLAND STATES BANCORP, INC., an Illinois corporation (the “Company”), and the Persons whose signatures appear on the signature page to this Agreement (collectively, the “Initial Holders,” and individually, an “Initial Holder”). References to “Holders” include the Initial Holders and any Person who subsequently becomes a transferee of Registrable Securities and a party to this Agreement in accordance with Section 12.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 26th, 2017 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 26, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation (“Acquiror”), Sentinel Acquisition, LLC, a Delaware limited liability company (“Merger Sub”), and those stockholders of the Company whose names appear on the signature page of this Agreement (such stockholders collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder”).
Change Of Control AgreementChange of Control Agreement • February 23rd, 2024 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This Change Of Control Agreement (this “Agreement”) is made and entered into as of May 3, 2023 (the “Effective Date”) by and between Midland States Bank, an Illinois banking corporation (the “Bank, and collectively with Midland States Bancorp, Inc. (the “Company”), the “Employer”), and Daniel Casey (the “Executive”).
THE AMENDED AND RESTATED MIDLAND STATES BANCORP, INC.Restricted Stock Award Agreement • February 23rd, 2024 • Midland States Bancorp, Inc. • State commercial banks • Illinois
The Participant specified below is hereby granted a restricted stock award (the “Award”) by Midland States Bancorp, Inc., an Illinois corporation (the “Company”), under the The Amended and Restated Midland States Bancorp, Inc. 2019 Long-Term Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“Award Agreement”).
THE AMENDED AND RESTATED MIDLAND STATES BANCORP, INC.Restricted Stock Unit Award Agreement • February 23rd, 2024 • Midland States Bancorp, Inc. • State commercial banks • Illinois
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Midland States Bancorp, Inc., an Illinois corporation (the “Company”), under the The Amended and Restated Midland States Bancorp, Inc. 2019 Long-Term Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
TRANSITIONAL EMPLOYMENT AGREEMENTTransitional Employment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS TRANSITIONAL EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2015 (the “Effective Date”) by and between Midland States Bancorp, Inc., (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Leon J. Holschbach (“Executive”). As used in this Agreement, capitalized terms have the meanings set forth in Section 5.
Amended and Restated Employment AgreementEmployment Agreement • February 26th, 2021 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of November 5, 2020 (the “Effective Date”) by and between Midland States Bank, an Illinois banking corporation (the “Bank”), and Jeff Brunoehler (“Executive,” and together with the Bank, the “Parties”).
Midland States Bancorp, Inc. Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • New York
Sandler O’Neill & Partners, L.P. Keefe, Bruyette & Woods, Inc. as Representatives of the several Underwriters named in Schedule I hereto c/o Sandler O’Neill & Partners, L.P. 1251 Avenue of the Americas, 6th Floor New York, New York 10020
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 13th, 2011 • Midland States Bancorp, Inc. • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of this 22nd day of October, 2010, by and between MIDLAND STATES BANCORP, INC., a Delaware corporation (“Midland”), and NEW MIDLAND STATES, INC., an Illinois corporation and a wholly owned subsidiary of Midland (“Newco”). Midland and Newco may be referred to herein as the “Constituent Corporations.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 2, 2016 by and between Midland States Bancorp, Inc. (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Jeffrey Ludwig (“Executive”).
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2020 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of January 13, 2020 (the “Effective Date”) by and between Midland States Bancorp, Inc. (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Jeffrey Ludwig (“Executive”).
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2020 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of January 13, 2020 (the “Effective Date”) by and between Midland States Bancorp, Inc. (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Jeffrey Mefford (“Executive”).
AMENDMENT AGREEMENTAmendment Agreement • May 13th, 2011 • Midland States Bancorp, Inc. • Illinois
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of May 11, 2011, is by and between MIDLAND STATES BANCORP, INC., an Illinois corporation and successor by merger to Midland States Bancorp, Inc., a Delaware corporation (“Borrower”), and RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (“Lender”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 15, 2017 (the “Effective Date”) by and between Midland States Bancorp, Inc. (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Jeffrey Ludwig (“Executive”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2015 • Midland States Bancorp, Inc. • State commercial banks
This Amendment (this “Amendment”) to the Agreement and Plan of Merger among Midland States Bancorp, Inc., an Illinois corporation (“Acquiror”), GP Acquisition LLC, an Illinois limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”), and Grant Park Bancshares, Inc., a Delaware corporation (the “Company”), and J. Thomas Long, personally and as trustee of the Eligible Stockholder Trusts (the “Principal Stockholder”) dated as of March 11, 2013, is made this 8th day of May, 2013, by and among Acquiror, Merger Sub, and the Company, and joined in for limited purposes by the Principal Stockholder.
