First Mariner Bancorp Sample Contracts

RECITALS --------
Purchase and Sale Agreement • October 22nd, 2004 • First Mariner Bancorp • State commercial banks • Maryland
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STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • February 10th, 2010 • First Mariner Bancorp • State commercial banks • Maryland

This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of , , is by and among First Mariner Bancorp, an Maryland corporation (the “Company”), and (a “Standby Purchaser”).

LEASE AGREEMENT
Lease Agreement • November 14th, 2003 • First Mariner Bancorp • State commercial banks

THIS LEASE AGREEMENT (the “lease”) is entered into and dated this 2nd day of June, 2003 by and between Canton Crossing LLC (the “landlord”) and 1st Mariner Bank (the “Tenant”).

SEVERANCE AGREEMENT
Severance Agreement • May 15th, 2003 • First Mariner Bancorp • State commercial banks • Maryland

This AGREEMENT (the “Agreement”) is dated as of April 2, 2003 between First Mariner Bancorp (the “Company”), a Maryland corporation, and Mark A. Keidel (the “Employee”).

SEVERANCE AGREEMENT Change in Control
Severance Agreement Change in Control • May 15th, 2003 • First Mariner Bancorp • State commercial banks • Maryland

This AGREEMENT (the “Agreement”) is dated as of April 2, 2003 between First Mariner Bancorp (the “Company”), a Maryland corporation, and George H. Mantakos. (the “Employee”).

LEASE AGREEMENT
Lease Agreement • March 31st, 2009 • First Mariner Bancorp • State commercial banks

THIS LEASE AGREEMENT (“Lease”) is made this 17th day of January, 2008, by and between Canton Crossing Tower, LLC, a limited liability company (hereinafter referred to as “Landlord”) and Next Generation Financial Services, a division of First Mariner Mortgage, a division of First Mariner Bank, a Maryland Financial Institution (hereinafter referred to as “Tenant”).

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • November 16th, 2012 • First Mariner Bancorp • State commercial banks • Maryland

This Agreement (the “Agreement”) is made and entered into as of August 24, 2012, (the “Effective Date”), by and between First Mariner Bank (the “Bank”) and Paul Susie (“Employee”). In consideration of the promises in this Agreement, and for other good and valuable consideration, the parties hereto agree as follows:

EXCHANGE AGREEMENT
Exchange Agreement • November 15th, 2010 • First Mariner Bancorp • State commercial banks • Maryland

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of June 30, 2010, is made by and between John P. McDaniel (the “Investor”) and FIRST MARINER BANCORP, a Maryland corporation (the “Company”).

RETENTION AND SUCCESS BONUS AGREEMENT
Retention and Success Bonus Agreement • August 14th, 2013 • First Mariner Bancorp • State commercial banks • Maryland

This Agreement (the “Agreement”) is made and entered into as of this 3 day of April, 2013, (the “Effective Date”), by and between First Mariner Bank (the “Bank”) and Mark A. Keidel (“Employee”). In consideration of the promises in this Agreement, and for other good and valuable consideration, the parties hereto agree as follows:

ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER
Stock Redemption Agreement • November 24th, 1998 • First Mariner Bancorp • State commercial banks • Maryland
SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • February 12th, 2014 • First Mariner Bancorp • State commercial banks • Maryland

THIS SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), dated as of February 10, 2014, is made by and between FIRST MARINER BANCORP, a Maryland corporation and a debtor and debtor in possession in a case pending under Chapter 11 of the Bankruptcy Code (the “Borrower”), and RKJS Bank, a Maryland corporation, as lender (together with its successors and assigns, the “Lender”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 7th, 2010 • First Mariner Bancorp • State commercial banks • Maryland

This Executive Employment Agreement (this “Agreement”) is made by and between 1st Mariner Bank (the “Bank”) and Daniel McKew (“McKew”) (jointly, the “Parties”).

CONTRIBUTION AND JOINT VENTURE AGREEMENT DATED AS OF OCTOBER 7, 2009 BY AND AMONG FIRST MARINER BANCORP, MARINER FINANCE, LLC, MF RAVEN HOLDINGS, INC. AND MF HOLDCO, LLC
Contribution and Joint Venture Agreement • October 13th, 2009 • First Mariner Bancorp • State commercial banks • Delaware

THIS CONTRIBUTION AND JOINT VENTURE AGREEMENT (this “Agreement”), dated as of October 7, 2009, is made and entered into by and among First Mariner Bancorp, a Maryland corporation (“FMB”), Mariner Finance, LLC, a Maryland limited liability company (the “Company”), MF Raven Holdings, Inc., a Delaware corporation (“JV Corp”), and MF Holdco, LLC, a Delaware limited liability company (“Holdco”). FMB, the Company, JV Corp and Holdco are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”

AGREEMENT FOR NON-QUALIFIED STOCK OPTION under the FIRST MAINER BANCORP
Agreement for Non-Qualified Stock Option • January 31st, 2005 • First Mariner Bancorp • State commercial banks • Maryland

WHEREAS, the Board of Directors of the Company (the “Board”) considers it desirable and in the Company's interest that the Optionee be given an opportunity to purchase its shares of common stock, par value $.05 per share (“Shares”), pursuant to the terms and conditions of the Company's 2004 Long-Term Incentive Plan (the “Plan”), to provide an incentive for the Optionee and to promote the interests of the Company.

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • February 10th, 2010 • First Mariner Bancorp • State commercial banks
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 7th, 2011 • First Mariner Bancorp • State commercial banks • New York

This First Amendment to the Securities Purchase Agreement (this “Amendment”) is made as of September 21, 2011, by and among First Mariner Bancorp (the “Company”), First Mariner Bank (the “Company Bank”) and Priam Capital Fund I, LP (the “Investor”).

FIRST MARINER BANCORP 1,500,000 Shares1 Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 7th, 2001 • First Mariner Bancorp • State commercial banks • Maryland
INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 31st, 2005 • First Mariner Bancorp • State commercial banks • Maryland

WHEREAS, the Board of Directors of the Company (the “Board”) considers it desirable and in the Company's interest that the Optionee be given an opportunity to purchase its shares of common stock, par value $.05 per share (“Shares”), pursuant to the terms and conditions of the Company's 2004 Long-Term Incentive Plan (the “Plan”), to provide an incentive for the Optionee and to promote the interests of the Company.

SECURITIES PURCHASE AGREEMENT dated as of April 19, 2011 by and among FIRST MARINER BANCORP, FIRST MARINER BANK and PRIAM CAPITAL FUND I, LP
Registration Rights Agreement • April 25th, 2011 • First Mariner Bancorp • State commercial banks • New York

SECURITIES PURCHASE AGREEMENT, dated as of April 19, 2011 (this “Agreement”), by and among First Mariner Bancorp, a Maryland corporation (the “Company”), First Mariner Bank, a Maryland trust company (the “Company Bank”), and Priam Capital Fund I, LP, a Delaware limited partnership (the “Investor”).

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2012 • First Mariner Bancorp • State commercial banks

This Amendment to the Executive Employment Agreement (the “Agreement”) is made and entered into as of the 28th day of October , 2011, by and among Daniel McKew (“McKew”), a resident of Baltimore, Maryland (hereinafter referred to in this Agreement as “Employee”) and 1st Mariner Bank, a depository financial institution chartered under the laws of Maryland, with its principal office in Baltimore, Maryland (hereinaftere referred to as “Employer”).

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
First Mariner Bancorp • November 27th, 2009 • State commercial banks

WHEREAS, First Mariner Bancorp, Baltimore, Maryland (“First Mariner”), a registered bank holding company, owns and controls First Mariner Bank, Baltimore, Maryland (the “Bank”), a state chartered nonmember bank, and various nonbank subsidiaries;

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TRANSITION AGREEMENT WITH GENERAL RELEASE AND INDEPENDENT CONTRACTOR CONSULTANT ENGAGEMENT
Transition Agreement • May 27th, 2009 • First Mariner Bancorp • State commercial banks

This Transition Agreement with General Release and Independent Contractor Consultant Engagement (this “Agreement”) is entered into by and between 1st Mariner Bancorp and 1st Mariner Bank (jointly and/or individually, “1st Mariner” or the “Bank”), as the party of the first part, and Joseph A. Cicero (“Cicero”), as the party of the second part (collectively, the “Parties”), for the purpose of setting forth mutual promises regarding Cicero’s leaving 1st Mariner employment for retirement and to resolve any and all potential and/or actual disputes and issues that Cicero may have with respect to 1st Mariner. In consideration of the mutual undertakings and agreements set forth herein, as well as other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, 1st Mariner and Cicero agree as follows:

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • November 18th, 2005 • First Mariner Bancorp • State commercial banks

THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “Agreement”), is made this 15th day of November, 2005, by and among CANTON CROSSING TOWER, LLC, a Maryland limited liability company, having an address at 3301 Boston Street, Baltimore, MD 21224(the “Landlord”), and First Mariner Bank, a Maryland Corporation(the “Tenant”),

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