ESQUIRE FINANCIAL HOLDINGS, INC. Issuer and Trustee SUBORDINATED DEBT SECURITIES INDENTURE Dated as of _________________Indenture • October 5th, 2018 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
This INDENTURE, dated as of , is made by and between ESQUIRE FINANCIAL HOLDINGS, INC., a Maryland corporation (the “Company”), and_______________________________, a ______________________, not in its individual capacity but solely as trustee (the “Trustee”).
Form of Stock OptionEquity Incentive Plan • June 1st, 2021 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as
ESQUIRE FINANCIAL HOLDINGS, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of October 1, 2015 (the “Effective Date”), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the “Bank”), and Dennis Shields, a resident of New York (“Executive”).
Stock OptionEquity Incentive Plan • December 21st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec
This stock option agreement ("Option" or "Agreement") is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the "Plan") of Esquire Financial Holdings, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the "Participant") hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company ("Committee") will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan. Any refere
Restricted Stock AwardRestricted Stock • June 17th, 2019 • Esquire Financial Holdings, Inc. • Commercial banks, nec
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used
ESQUIRE FINANCIAL HOLDINGS, INC. Garden City, New York 11530Esquire Financial Holdings, Inc. • May 31st, 2017 • Commercial banks, nec • Delaware
This letter will confirm our agreement that pursuant to and effective as of your purchase of capital stock of Esquire Financial Holdings, Inc. (the “Company”), a Delaware corporation and parent company of Esquire Bank (the “Bank”), CJA Private Equity Financial Restructuring Master Fund I, LP, a Cayman Islands limited partnership (the “Investor”), shall be entitled to the following contractual rights, in addition to any other rights specifically provided to the Investor pursuant to that certain Subscription Agreement dated as of December 23, 2014 by and between the Company and the Investor, including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Subscription Documents”):
Form of Restricted Stock AwardEquity Incentive Plan • June 1st, 2021 • Esquire Financial Holdings, Inc. • Commercial banks, nec
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 23, 2014 by and between Esquire Financial Holdings, Inc., a Delaware corporation and parent company of Esquire Bank (the “Company”), and CJA Private Equity Financial Restructuring Master Fund I, LP, a Cayman Islands limited partnership (“Investor”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Investor hereby agree as follows:
Shares of Common Stock ESQUIRE FINANCIAL HOLDINGS, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), Esquire Bank, National Association, a national banking association (the “Bank”) and the persons listed in Schedule A hereto (collectively, the “Selling Stockholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of [●] shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares1 of Common Stock. The aforesaid [●] shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the [●] shares of Common Stock subject to the option descri
Restricted Stock Unit AwardRestricted Stock Unit • December 21st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec
This restricted stock unit agreement ("Agreement") is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the "Plan") of Esquire Financial Holdings, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a restricted stock unit award ("Restricted Stock Unit" or "Restricted Stock Unit Award") pursuant to the Plan. The holder of this Restricted Stock Unit Award (the "Participant") hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan ("Committee") or the Board shall be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized
Restricted Stock AwardRestricted Stock Award • December 21st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec
This restricted stock agreement ("Restricted Stock Award" or "Agreement") is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the "Plan") of Esquire Financial Holdings, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the "Participant") hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan ("Committee") or the Board will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined
2,363,873 Shares of Common Stock ESQUIRE FINANCIAL HOLDINGS, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), Esquire Bank, National Association, a national banking association (the “Bank”) and the persons listed in Schedule A hereto (collectively, the “Selling Stockholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of 2,363,873 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 354,580 additional shares of Common Stock. The aforesaid 2,363,873 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 354,580 shares of Common Stock subject t
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2019 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York
This First Amendment, dated as of December 10, 2018 (the “Amendment”), to the Employment Agreement (“Employment Agreement”), dated effective as of October 1, 2015 (the “Effective Date”), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the “Bank”), and Eric Bader, a resident of New York (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.
