1 CAPITOL BANCORP LTD. (a Michigan corporation) Shares of Common Stock (No Par Value Per Share) PURCHASE AGREEMENTCapitol Bancorp LTD • September 2nd, 1999 • National commercial banks • New York
Exhibit 10a Execution Copy EMPLOYMENT AGREEMENT THIS AGREEMENT is made effective as of the 13th day of March, 2003 (the "Effective Date"), by and between CAPITOL BANCORP LTD., a Michigan corporation (the "Company") and Joseph D. Reid (the...Employment Agreement • May 14th, 2003 • Capitol Bancorp LTD • National commercial banks • Michigan
1 EXHIBIT 1 CAPITOL BANCORP LTD. (a Michigan corporation) Shares of Common Stock (No Par Value Per Share) PURCHASE AGREEMENTCapitol Bancorp LTD • July 29th, 1999 • National commercial banks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2010 • Capitol Bancorp LTD • National commercial banks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2010, between Capitol Bancorp Ltd., a Michigan corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CAPITOL BANCORP LTD.Common Stock Purchase • April 27th, 2010 • Capitol Bancorp LTD • National commercial banks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Capitol Bancorp Ltd., a Michigan corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CAPITOL BANCORP LTD. 2011 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • May 12th, 2011 • Capitol Bancorp LTD • National commercial banks • Michigan
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Capitol Bancorp Ltd., a corporation organized in the State of Michigan (the “Company”), and the Participant specified above, pursuant to the Capitol Bancorp Ltd. 2011 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE CAPITOL BANCORP LTD. 2011 EQUITY INCENTIVE PLANRestricted Stock Agreement • May 12th, 2011 • Capitol Bancorp LTD • National commercial banks • Michigan
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Capitol Bancorp Ltd., a corporation organized in the State of Michigan (the “Company”), and the Participant specified above, pursuant to the Capitol Bancorp Ltd. 2011 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE CAPITOL BANCORP LTD. 2011 EQUITY INCENTIVE PLANStock Appreciation Rights Agreement • May 12th, 2011 • Capitol Bancorp LTD • National commercial banks • Michigan
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Capitol Bancorp Ltd., a corporation organized in the State of Michigan (the “Company”), and the Participant specified above, pursuant to the Capitol Bancorp Ltd. 2011 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CAPITOL BANCORP LTD. AND WELLS FARGO BANK, N.A., AS TRUSTEE INDENTURE 10.50% JUNIOR SUBORDINATED DEBENTURES DUE 2038 DATED AS OF JULY 7, 2008Capitol Bancorp LTD • July 9th, 2008 • National commercial banks • New York
INDENTURE, dated as of July 7, 2008, between Capitol Bancorp Ltd., a Michigan corporation (the “Company”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”);
PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN CAPITOL BANCORP LTD. AND WELLS FARGO BANK, N.A. DATED AS OF JULY 7, 2008Preferred Securities Guarantee Agreement • July 9th, 2008 • Capitol Bancorp LTD • National commercial banks • New York
CAPITOL BANCORP LIMITED 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Grant Number: «RSU_Number»Restricted Stock Unit Agreement • May 2nd, 2007 • Capitol Bancorp LTD • National commercial banks
Capitol Bancorp Limited (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“RSUs”) under the Capitol Bancorp 2007 Equity Incentive Plan (the “Plan”). The date of this Agreement is , 200___. Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2012 • Capitol Bancorp LTD • National commercial banks • Michigan
This Securities Purchase Agreement (this "Agreement"), dated as of October 2, 2012, by the Person (the "Purchaser") listed in column (1) on the Schedule of Purchasers attached hereto (the "Schedule of Purchasers") and Capitol Bancorp Ltd., a Michigan corporation (the "Company"), and its successors, including, as the context may require, on or after the Effective Date, as reorganized pursuant to the Bankruptcy Code.
Employment AgreementEmployment Agreement • November 15th, 2010 • Capitol Bancorp LTD • National commercial banks • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the ___ day of _________, 2010 (the “Commencement Date”), by and between Capitol Bancorp Ltd., a Michigan corporation (the “Company”) and [Insert Name] (the “Executive”).
Rights Agreement CAPITOL BANCORP LTD. AND MELLON INVESTOR SERVICES LLC AS RIGHTS AGENT DATED AS OF JULY 21, 2009Rights Agreement • July 21st, 2009 • Capitol Bancorp LTD • National commercial banks • New York
Rights Agreement, dated as of July 21, 2009 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Capitol Bancorp Ltd., a Michigan corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2006 • Capitol Bancorp LTD • National commercial banks • Michigan
AGREEMENT made and entered into this ___day of , but as of the Effective Date hereinafter defined, by and between Capitol Bancorp Ltd., a Michigan corporation, hereinafter referred to as “Corporation”, and , hereinafter referred to as “Employee”.
CONFIDENTIALLetter Agreement • April 27th, 2010 • Capitol Bancorp LTD • National commercial banks • New York
3,000,000 Preferred Securities CAPITOL TRUST XII __% Cumulative Trust Preferred Securities UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2008 • Capitol Bancorp LTD • National commercial banks • New York
CAPITOL BANCORP LTD. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2006 • Capitol Bancorp LTD • National commercial banks • Michigan
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is made effective as of the 1st day of August, 2003, between Capitol Bancorp Ltd., a Michigan corporation (the “Corporation”) and Joseph D. Reid (the “Employee”) and is made pursuant and subject to the provisions of the Capitol Bancorp Ltd. Management Incentive Plan, which is incorporated herein by reference, and any future amendments thereto (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan shall have the same meanings given them in the Plan.
CAPITOL BANCORP LIMITED 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Executive Officers) Grant Number: «RSU_Number»Plan Restricted Stock Unit Agreement • May 2nd, 2007 • Capitol Bancorp LTD • National commercial banks
Capitol Bancorp Limited (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“RSUs”) under the Capitol Bancorp Limited 2007 Equity Incentive Plan (the “Plan”). The date of this Agreement is , 200___. Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 27th, 2009 • Capitol Bancorp LTD • National commercial banks • Michigan
SECOND AMENDMENT TO GUARANTEE AGREEMENT Between CAPITOL BANCORP LTD., as Guarantor and The Bank of New York Mellon Trust Company, N.A., as Guarantee TrusteeGuarantee Agreement • February 11th, 2011 • Capitol Bancorp LTD • National commercial banks • Michigan
This Second Amendment to the Guarantee Agreement (“Second Amendment”) is effective as of February 8, 2011, between Capitol Bancorp Ltd., a bank holding company duly organized and existing under the laws of the State of Michigan (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Guarantee Trustee (the “Guarantee Trustee”). Capitalized terms not otherwise defined in this Second Amendment will have the meanings given them in the Guarantee Agreement or the Indenture.
CAPITOL BANCORP LTD. 2003 STOCK PLAN STOCK OPTION AGREEMENTStock Plan Stock Option Agreement • October 29th, 2004 • Capitol Bancorp LTD • National commercial banks • Michigan
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
Asset Purchase AgreementAsset Purchase Agreement • October 9th, 2012 • Capitol Bancorp LTD • National commercial banks • Michigan
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made effective as of October 2, 2012 (the "Effective Date"), by and between VS CB Asset Acquisition, LLC, a Delaware limited liability company ("Purchaser"), and Capitol Bancorp Ltd., a Michigan corporation and registered bank holding company, on behalf of itself and all of its controlled banking affiliates (collectively, "Seller").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2007 • Capitol Bancorp LTD • National commercial banks
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of the 26th day of April, 2007, by and between Joseph D. Reid (the “Executive”) and Capitol Bancorp Ltd., a Michigan corporation (the “Company”).
Tax Benefits Preservation Plan Capitol Bancorp Ltd. and Mellon Investor Services LLC, as Rights Agent Dated as of July 21, 2011Benefits Preservation Plan • July 25th, 2011 • Capitol Bancorp LTD • National commercial banks • New York
This Tax Benefits Preservation Plan (this “Plan”), dated as of July 21, 2011 between Capitol Bancorp Ltd., a Michigan corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (the “Rights Agent”).
FIRST AMENDMENT TO PREFERRED SECURITIES GUARANTEE AGREEMENT Between CAPITOL BANCORP LTD., as Guarantor and MANUFACTURERS AND TRADERS TRUST COMPANY as Successor Guarantee Trustee to Wells Fargo Bank, N.A. TRUST PREFERRED SECURITIES DUE 2038Preferred Securities Guarantee Agreement • February 11th, 2011 • Capitol Bancorp LTD • National commercial banks • New York
This First Amendment to the Preferred Securities Guarantee Agreement (“First Amendment”) is effective as of February 8, 2011, between Capitol Bancorp Ltd., a bank holding company duly organized and existing under the laws of the State of Michigan (the “Guarantor”), and Manufacturers and Traders Trust Company, a New York Banking Corporation, as Successor Guarantee Trustee (the “Guarantee Trustee”) to Wells Fargo Bank, N.A. (the “Original Guarantee Trustee”).
