SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT is made as of the 20th day of August, 2014 (the “Effective Date”) by and between AVENUE FINANCIAL HOLDINGS. INC., a Tennessee corporation (the “Employer”), and G. KENT CLEAVER, a resident of the State of Tennessee (the “Executive”).
AVENUE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Agreement”) is adopted this 26 day of October, 2007, by and between AVENUE BANK, a state-chartered commercial bank located in Nashville, Tennessee (the “Bank”), and RONALD SAMUELS (the “Executive”).
FORM OF NOTE PURCHASE AGREEMENT Dated as of December 22, 2014 By and among Avenue Financial Holdings, Inc. and Purchasers Listed on Schedule ANote Purchase Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
This NOTE PURCHASE AGREEMENT, dated as of December 22, 2014 (this “Agreement”), is by and between AVENUE FINANCIAL HOLDINGS, INC. a Tennessee corporation (the “Company”), and each purchaser named on Schedule A (each, a “Purchaser,” and together, “Purchasers”).
—] Shares AVENUE FINANCIAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTAvenue Financial Holdings, Inc. • February 6th, 2015 • State commercial banks • New York
and (ii) the undersigned’s shares of Common Stock that are being sold pursuant to the Underwriting Agreement as described in the prospectus included in the Company’s registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission; and (B) the undersigned may transfer the undersigned’s shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees agree to be bound in writing by the restrictions set forth herein, (ii) to any trust or family limited partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust or general partner of the family limited partnership, as the case may be, agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to the exercise by th
FIRST AMERICAN FINANCIAL HOLDINGS, INC. COMMON STOCK PLACEMENT AGREEMENT February 15, 2007Placement Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • New York
First American Financial Holdings, Inc., a Tennessee corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to certain purchasers (each a “Purchaser,” and collectively, the “Purchasers”), an aggregate of up to a maximum of 7,500,000 shares (the “Shares”) of its common stock, no par value (the “Common Stock”), upon terms and subject to the conditions set forth herein and pursuant to a subscription agreement (the “Subscription Agreement”) between the Company and each Purchaser. The form of the Subscription Agreement is attached as Exhibit A and is incorporated herein by reference. The Company also proposes, upon the terms and considerations set forth herein, for you to act as the Company’s exclusive Placement Agent (the “Placement Agent”), in connection with the Company’s offer and sale of the Shares to “accredited investors,” as defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”).
INVESTOR RIGHTS AGREEMENT between FIRST AMERICAN FINANCIAL HOLDINGS, INC. and GOLDMAN, SACHS & CO., dated as of February 15, 2007Investor Rights Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • New York
This INVESTOR RIGHTS AGREEMENT dated as of February 9, 2007, between FIRST AMERICAN FINANCIAL HOLDINGS, INC., a Tennessee corporation (the “Company”), and Goldman, Sachs & Co., a New York limited partnership (the “Investor”).
Re: Corporate Governance AgreementCorporate Governance Agreement • January 23rd, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
This Corporate Governance Agreement (this “Agreement”) will confirm the agreement among Avenue Financial Holdings, Inc. (the “Company”) and Avenue Bank, (the “Bank”), on the one hand, and Patriot Financial Partners II, L.P. (“Investor”), on the other hand, subject to the terms herein. In this Agreement, the boards of directors of the Company and the Bank are sometimes referred to individually as a “Board” and collectively as “Boards.”
AVENUE FINANCIAL HOLDINGS, INC. ANNUAL EXECUTIVE INCENTIVE PLAN ANNUAL BONUS AWARD AGREEMENT FOR Fiscal Year 2015Bonus Pool Award Agreement • May 6th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
