PROFESSIONAL HOLDING CORP. (a Florida corporation) [ ] Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: [ ], 2020 [ ] Shares PROFESSIONAL HOLDING CORP. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2020 • Professional Holding Corp. • National commercial banks • New York
ContractSubordinated Note Purchase Agreement • January 13th, 2022 • Professional Holding Corp. • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2020 • Professional Holding Corp. • National commercial banks • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have the meaning ascribed in that certain Stock Purchase Agreement dated February 17, 2017 by and between the Company and certain investors, including Investor (the “Purchase Agreement”).
PROFESSIONAL HOLDING CORP. Coral Gables, Florida 33146Letter Agreement • January 28th, 2020 • Professional Holding Corp. • National commercial banks • Florida
This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your purchase of capital stock of Professional Holding Corp. (the “Company”), a Florida corporation and parent company of Professional Bank, a Florida-chartered commercial bank (the “Bank”), EJF Sidecar Fund, Series LLC – Series E, a Delaware series limited liability company (“EJF”), shall be entitled to the contractual rights set forth in this Letter Agreement, in addition to any other rights specifically provided to EJF pursuant to that certain Stock Purchase Agreement dated as of February 17, 2017 by and among the Company and certain investors, including EJF (the “Agreement”), including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Transaction Documents”). Capitalized terms not defined in this Letter Agreement shall have the meanings ascribed in the Agr
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2022 • Professional Holding Corp. • National commercial banks • Florida
This Employment Agreement (the "Agreement") is made as of this 4th day of April 2022, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. Iglesias (the "Executive").
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • January 28th, 2020 • Professional Holding Corp. • National commercial banks • Florida
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 9th day of August, 2019, by and between Marquis Bancorp, Inc., a Florida corporation (“MBI”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SEACOAST BANKING CORPORATION OF FLORIDA SEACOAST NATIONAL BANK PROFESSIONAL HOLDING CORP. AND PROFESSIONAL BANKRestrictive Covenant Agreement • August 11th, 2022 • Professional Holding Corp. • National commercial banks • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 7, 2022 by and among Seacoast Banking Corporation of Florida, a Florida corporation (“SBC”), Seacoast National Bank, a national banking association and wholly-owned subsidiary of SBC (“SNB” and collectively with SBC, “Seacoast”), Professional Holding Corp., a Florida corporation (“Professional”), and Professional Bank, a Florida state-chartered bank and wholly-owned subsidiary of Professional (the “Bank” and collectively with Professional, the “Company”).
each anniversary of the Effective Date unless at least three (3) months prior to such anniversary of the Effective Date, the Parent or the Executive shall have given written notice to the other party that this Agreement shall not be extended beyond...Employment Agreement • December 3rd, 2021 • Professional Holding Corp. • National commercial banks • Florida
ContractEmployment Agreement • December 3rd, 2021 • Professional Holding Corp. • National commercial banks • Florida
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 28th, 2020 • Professional Holding Corp. • National commercial banks • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into by and between Professional Holding Corp., a Florida corporation (the “Company”), and each Investor (each an “Investor” and collectively, the “Investors”) whose name appears on the signature page hereto and is made as of the date of the Company’s acceptance hereof (the “Acceptance Date”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 6th, 2020 • Professional Holding Corp. • National commercial banks • Florida
This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a Restricted Stock award granted on __________________ (the “Effective Date”) by Professional Holding Corp., a Florida corporation (the “Company”), to _________________________ (the “Participant”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Professional Holding Corp. 2019 Equity Incentive Plan (the “Plan”).
AMENDMENT TO NOTEProfessional Holding Corp. • January 8th, 2021 • National commercial banks • New Jersey
AMENDMENT TO NOTE dated as of January 7th, 2021, by and between PROFESSIONAL HOLDING CORP. (the “Borrower”) and Valley National Bank, a national banking association with an address of 1455 Valley Road, Wayne, New Jersey 07470 (the “Bank”).
AGREEMENT AND PLAN OF MERGER By and Between PROFESSIONAL HOLDING CORP. and MARQUIS BANCORP, INC. Dated as of August 9, 2019Agreement and Plan of Merger • January 6th, 2020 • Professional Holding Corp. • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of the 9th day of August, 2019, by and between Professional Holding Corp., a Florida corporation (“PHC”), and Marquis Bancorp, Inc., a Florida corporation (“MBI” and, together with PHC, the “Parties” and each a “Party”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 31st, 2022 • Professional Holding Corp. • National commercial banks • Florida
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is entered into between Professional Holding Corp., a Florida corporation (the "Parent"), Professional Bank, a Florida state-chartered commercial bank (the "Bank") (collectively, Parent and Bank are referred to as the "Company") and Daniel R. Sheehan ("Executive") (collectively, Company and Executive are referred to as the "Parties").
ContractLetter Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks
February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Amendment to Letter Agreement Dated April 1, 2015 Dear Carlos: This letter will confirm the mutual agreement between Professional Holding Corp. ("PHC") and BayBoston Capital L.P. ("BayBoston") that the first sentence of that certain letter agreement, dated as of April 1, 2015, by and between PHC and BayBoston (the "Letter Agreement") is hereby deleted in its entirety and replaced with the following: This letter will confirm our mutual understanding that BayBoston Capital L.P. (the "Fund") shall have the right to designate one board member of Professional Holdings Corp. (the "Company") as well as its wholly owned subsidiary, Professional Bank (the "Bank"). The Company agrees to take all necessary steps to cause the prompt appointment (within 45 days of the closing date of Fund's acquisition of Class A Voting Common Stock of the Company, as described in further detail
AGREEMENT AND PLAN OF MERGER By and Between PROFESSIONAL HOLDING CORP. and MARQUIS BANCORP, INC.Agreement and Plan of Merger • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of the 9th day of August, 2019, by and between Professional Holding Corp., a Florida corporation (“PHC”), and Marquis Bancorp, Inc., a Florida corporation (“MBI” and, together with PHC, the “Parties” and each a “Party”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 7th, 2022 • Professional Holding Corp. • National commercial banks • Florida
This AGREEMENT is made as of the 5th day of April 2022, between Professional Holding Corp., a Florida corporation (the "Corporation"), and Michael C. Sontag ("Officer").
EXTENSION AGREEMENTExtension Agreement • May 12th, 2021 • Professional Holding Corp. • National commercial banks • Florida
This EXTENSION AGREEMENT is entered into at Wayne, New Jersey, as of May 10, 2021, between PROFESSIONAL HOLDING CORP., a Florida corporation, with an address of 396 Alhambra Circle, Suite 255, Coral Gable, Florida 33134 (the “Borrower”) and Valley National Bank, a national banking association with an address of 1455 Valley Road, Wayne, New Jersey 07470 (the “Bank”).
loan AGREEMENTLoan Agreement • January 6th, 2020 • Professional Holding Corp. • National commercial banks • Florida
THIS LOAN AGREEMENT (the “Agreement”) is made and entered into effective as of December 19, 2019 (“Effective Date”), by and between PROFESSIONAL HOLDING CORP., a Florida corporation, whose mailing address is 396 Alhambra Circle, Suite 255, Coral Gables, Florida 33134 (“Borrower”), for the benefit of VALLEY NATIONAL BANK, a National Banking Association (“Lender” or “Bank”).
UNIT AGREEMENT PROFESSIONAL HOLDING CORP. SHARE APPRECIATION RIGHTS PLANUnit Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Professional Holding Corp. Share Appreciation Rights Plan Unit Agreement (“Unit Agreement”), dated as of ________________ (“Grant Date”), has been made by and between (i) Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Company”); (ii) Professional Bank (“Bank”), its wholly owned subsidiary, effective as of_____________ (“Effective Date”) (Corporation and Bank are collectively referred to as “Company”); and, (iii) ________________ (“Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2020 • Professional Holding Corp. • National commercial banks • Florida
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of _____________________, 20___, by and among PROFESSIONAL HOLDING CORP., a registered bank holding company organized under the laws of the State of Florida (the “Company”), PROFESSIONAL BANK, a bank chartered under the laws of the State of Florida (the “Bank”) and ____________________________________________ (“Indemnitee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2022 • Professional Holding Corp. • National commercial banks • Florida
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 5, 2022 (the “Effective Date”), between Professional Bank, a Florida Banking Corporation (the “BANK”), and Ryan Gorney (the “Executive”).
