1 EXHIBIT 4.3 TRUST AGREEMENT This TRUST AGREEMENT, dated as of October 4, 1999 (this "Trust Agreement") among Northeast Bancorp, a Maine corporation, as "Depositor," and Bankers Trust Company, a New York banking corporation, and Bankers Trust...Trust Agreement • October 12th, 1999 • Northeast Bancorp /Me/ • State commercial banks • Delaware
1 EXHIBIT 1.1 NBN CAPITAL TRUST NORTHEAST BANCORP _____% Preferred Securities (Liquidation Amount $10 per Preferred Security) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 12th, 1999 • Northeast Bancorp /Me/ • State commercial banks • New York
1 EXHIBIT 1.1 350,000 SHARES NORTHEAST BANCORP COMMON STOCK, $1.00 PAR VALUE UNDERWRITING AGREEMENT Advest, Inc. One Rockefeller Center, 20th Floor New York, NY 10281-1013 Dear Sirs and Mesdames: Square Lake Holding Corporation, a Maine corporation...Northeast Bancorp /Me/ • June 15th, 1998 • State commercial banks • New York
GUARANTEE AGREEMENT Northeast Bancorp Dated as of December 22, 2004Guarantee Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 22, 2004, is executed and delivered by Northeast Bancorp, a bank holding company incorporated in the State of Maine (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of NBN Capital Trust IV, a Delaware statutory trust (the "Issuer").
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 29th, 2016 • Northeast Bancorp /Me/ • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2016, and is made by and among Northeast Bancorp, a Maine corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks • Maine
This Indemnification Agreement (“Agreement”) is made as of by and between Northeast Bancorp, a Maine corporation (the “Company”), and (“Indemnitee”).
EXHIBIT 4.4 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • October 12th, 1999 • Northeast Bancorp /Me/ • State commercial banks • Delaware
NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORPStock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
NON-QUALIFIED TIME-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORPNon-Qualified Time-Based Stock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
Shares NORTHEAST BANCORP Common Stock, par value $1.00 per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2012 • Northeast Bancorp /Me/ • State commercial banks • New York
Subject to the terms and conditions stated herein, Northeast Bancorp, a Maine corporation (the “Company”), proposes to issue and sell to Sandler O’Neill & Partners, L.P. (the “Underwriter”) an aggregate of • shares (the “Company Firm Shares”), and R3 FHB Master, L.P. (the “Selling Shareholder”) proposes to sell to the Underwriter, an aggregate of • shares as set forth on Schedule I (the “Selling Shareholder Firm Shares” and together with the Company Firm Shares, the “Firm Shares”), and, at the election of the Underwriter, the Company will issue and sell up to • additional shares (the “Optional Shares”), in each case, of the Company’s voting common stock, $1.00 par value (the “Voting Common Stock”) and the Company’s non-voting common stock, $1.00 par value (the “Non-Voting Common Stock,” together with the Voting Common Stock, the “Common Stock”). (The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called t
MMCapSSM NBN Capital Trust IV PLACEMENT AGREEMENTPlacement Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
Pursuant to Section 5(d) of the Placement Agreement, counsel to the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee shall deliver an opinion in substantially the following form:
NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORPStock Option Agreement • March 30th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above, who is a director of or an adviser to the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Non-Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT UNDER NORTHEAST BANCORP amended and restated 2010 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • November 9th, 2016 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp Amended and Restated 2010 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Northeast Bancorp (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Voting Common Stock of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP AMENDED AND RESTATED 2010 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement for Company Employees • February 14th, 2013 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp Amended and Restated 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
RESTRICTED STOCK AWARD AGREEMENT UNDER NORTHEAST BANCORP AMENDED AND RESTATED 2010 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • February 14th, 2013 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp Amended and Restated 2010 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Northeast Bancorp (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Voting Common Stock of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP amended and restated 2010 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement for Company Employees • September 13th, 2017 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp Amended and Restated 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
ContractNortheast Bancorp /Me/ • March 19th, 2012 • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER by and between FHB FORMATION LLC and NORTHEAST BANCORP Dated as of March 30, 2010Agreement and Plan of Merger • March 31st, 2010 • Northeast Bancorp /Me/ • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 30, 2010 (this “Agreement”), by and between FHB Formation LLC, a Delaware limited liability company (“Investor”), and Northeast Bancorp, a Maine corporation (the “Company”).
AMENDED AND RESTATED NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP 2010 STOCK OPTION AND INCENTIVE PLANNon-Qualified • March 26th, 2013 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
SEPARATION AGREEMENT & GENERAL RELEASESeparation Agreement • August 15th, 2013 • Northeast Bancorp /Me/ • State commercial banks • Massachusetts
This is a Separation Agreement and General Release (“Separation Agreement”) entered into this 15th day of August, 2013, by and among Northeast Bancorp (the “Company”), Northeast Bank(together with the Company, “Northeast”) and Heather P. Campion (“Ms. Campion” or the “Employee”) (collectively “the Parties”).
COMMON SECURITIES SUBSCRIPTION AGREEMENTCommon Securities Subscription Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of December 22, 2004 (this "Agreement"), between NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), and Northeast Bancorp, a bank holding company incorporated in the State of Maine (the "Buyer"), relating to the Trust's common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Capital Securities Subscription Agreement (as defined below).
AMENDED AND RESTATED NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP 2010 STOCK OPTION AND INCENTIVE PLANNon-Qualified Performance • March 26th, 2013 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
AGREEMENT AND PLAN OF MERGER OF NORTHEAST BANCORP AND NORTHEAST BANKAgreement and Plan of Merger • January 7th, 2019 • Northeast Bancorp /Me/ • State commercial banks • Maine
This Agreement and Plan of Merger (this “Agreement”), dated as of January 7, 2019, is by and between Northeast Bancorp, a Maine corporation (the “Company”), and Northeast Bank, a Maine-chartered bank with its main office in Lewiston, Maine, and a wholly owned subsidiary of the Company (“Bank”).
Purchase AgreementPurchase Agreement • May 16th, 2012 • Northeast Bancorp /Me/ • State commercial banks • New York
TIME-BASED STOCK APPRECIATION RIGHTS AGREEMENT UNDER NORTHEAST BANCORPTime-Based Stock Appreciation Rights Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Grantee named above, who is a director of or an adviser to the Company, the number of Stock Appreciation Rights (“SARs”) specified above. This Agreement shall give the Grantee the right to exercise on or prior to the Expiration Date specified above all or part of the number of SARs specified above at the Exercise Price per Share specified above, and to receive a cash payment in accordance with Paragraph 2 of this Agreement, subject to the terms and conditions set forth herein and in the Plan. Each of the SARs granted herein relates to the value of one share of the Company’s Voting Common Stock.
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Agreement and Plan of Merger (the "Agreement"), dated as of May 9, 1997, by and among Northeast Bancorp (the "Acquiror"), a Maine corporation, Northeast Bank, F.S.B. (the "Acquiror Sub"), a Federally chartered...Agreement and Plan of Merger • May 22nd, 1997 • Northeast Bancorp /Me/ • State commercial banks • Maine
CAPITAL SECURITIES SUBSCRIPTION AGREEMENT December 17, 2004Capital Securities Subscription Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
THIS CAPITAL SECURITIES SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made among NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), Northeast Bancorp (the "Company" and, collectively with the Trust, the "Offerors") and Greenwich Capital Financial Products, Inc. (the "Purchaser").
RESTRICTED STOCK AWARD AGREEMENT UNDER NORTHEAST BANCORP amended and restated 2010 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • September 13th, 2017 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp Amended and Restated 2010 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Northeast Bancorp (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Voting Common Stock of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
RESTRICTED STOCK AWARD AGREEMENT UNDER NORTHEAST BANCORP amended and restated 2010 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • September 13th, 2017 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp Amended and Restated 2010 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Northeast Bancorp (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Voting Common Stock of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
EXHIBIT 4.6 GUARANTEE AGREEMENTGuarantee Agreement • October 12th, 1999 • Northeast Bancorp /Me/ • State commercial banks • New York
DEBENTURE SUBSCRIPTION AGREEMENTDebenture Subscription Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of December 22, 2004 (this "Agreement"), between Northeast Bancorp, a bank holding company incorporated in the State of Maine (the "Company"), and NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), relating to the Fixed/Floating Rate Junior Subordinated Debt Securities due 2035 (the "Debentures"), issuable pursuant to an Indenture, dated as of December 22, 2004 (the "Indenture"), between the Company and Wilmington Trust Company, as Trustee. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Capital Securities Subscription Agreement (as defined below).
AMENDED AND RESTATED NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP 2010 STOCK OPTION AND INCENTIVE PLANNon-Qualified Performance-Based Stock Option Agreement • March 26th, 2013 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
RESTRICTED STOCK AWARD AGREEMENT UNDER NORTHEAST BANCORPRestricted Stock Award Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Northeast Bancorp (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Voting Common Stock of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
AMENDED AND RESTATED PERFORMANCE-BASED STOCK APPRECIATION RIGHTS AGREEMENT UNDER NORTHEAST BANCORPAgreement • March 30th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Grantee named above, who is who is a director of or an adviser to the Company, the number of Stock Appreciation Rights (“SARs”) specified above. This Agreement, as amended, shall give the Grantee the right on or prior to the Expiration Date specified above to receive cash payments in accordance with Paragraph 2 of this Agreement, subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER NORTHEAST BANCORPNon-Qualified Stock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks
Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
