SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • August 21st, 2020 • Atlantic Capital Bancshares, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 20, 2020, and is made by and among Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2020 • Atlantic Capital Bancshares, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August 20, 2020, and is made by and among Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
Atlantic Capital Bancshares, Inc.Atlantic Capital Bancshares, Inc. • August 21st, 2020 • State commercial banks • New York
This INDENTURE dated as of August 20, 2020 is between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and U.S. Bank National Association (the “Trustee”).
STOCK PURCHASE AGREEMENT by and between FIRST SECURITY GROUP, INC. and EACH OF THE INVESTORS NAMED HEREIN dated as of February 25, 2013Stock Purchase Agreement • July 17th, 2015 • Atlantic Capital Bancshares, Inc. • State commercial banks • New York
This Stock Purchase Agreement, is dated as of February 25, 2013 (together with the Schedules and Exhibits hereto, this “Agreement”), and is by and between FIRST SECURITY GROUP, INC., a Tennessee corporation (the “Company”), and each of the respective investors set forth on the signature pages to this Agreement (collectively, the “Investors,” and each an “Investor”).
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • November 14th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Tennessee
THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2018 is between FIRSTBANK, a Tennessee chartered banking corporation (“Purchaser”) and ATLANTIC CAPITAL BANK, N.A., a national banking association (“Seller”).
ATLANTIC CAPITAL BANCSHARES, INC. $50,000,000 Aggregate Principal Amount of Fixed-to-Floating Rate Subordinated Notes Due 2025 ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • September 18th, 2015 • Atlantic Capital Bancshares, Inc. • State commercial banks • New York
ISSUING AND PAYING AGENCY AGREEMENT, dated as of September 14, 2015 (the “Agreement”), between Atlantic Capital Bancshares, Inc., a corporation organized under the laws of the State of Georgia, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the “Issuing and Paying Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (the “Agreement”) is made and entered into on December 21, 2017 to be effective as of January 1, 2018 (the “Effective Date”), by and among ATLANTIC CAPITAL BANCSHARES, INC., a Georgia corporation (the “Holding Company”); ATLANTIC CAPITAL BANK, N.A., a wholly-owned banking subsidiary of the Holding Company (the “Bank”) (collectively, the “Employers”); and ANNETTE F. ROLLINS (“Executive”).
ATLANTIC CAPITAL BANCSHARES, INC. Restricted Stock Award Agreement (Non- Employee Directors)Restricted Stock Award Agreement • June 10th, 2015 • Atlantic Capital Bancshares, Inc. • Georgia
THIS AGREEMENT (together with Schedule A attached hereto, this “Agreement”), made the day of (as defined below, the “Grant Date”), between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Corporation”), and , a Director of the Corporation or an Affiliate (the “Participant”).
ATLANTIC CAPITAL BANCSHARES, INC. Restricted Stock Award Agreement (Employees)Restricted Stock Award Agreement • May 9th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of ________________ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and _______________________, an Employee of the Company or an Affiliate (the “Participant”).
3,109,127 Shares ATLANTIC CAPITAL BANCSHARES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2017 • Atlantic Capital Bancshares, Inc. • State commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2015 • Atlantic Capital Bancshares, Inc. • Georgia
THIS AGREEMENT (“Agreement”) is made and entered into on the 5th day of June, 2015, to be effective on the date provided herein (the “Effective Date”), by and among ATLANTIC CAPITAL BANCSHARES, INC., a Georgia corporation (the “Holding Company”); ATLANTIC CAPITAL BANK, a wholly-owned banking subsidiary of the Holding Company (the “Bank”) (collectively, “Employers”); and D. MICHAEL KRAMER (“Executive”).
Stock Option Agreement (Severance Plan Participants) Rev. January 2021 2 extent that the Option is designated as an Incentive Option and such Option does not qualify as an Incentive Option, the Option (or portion thereof) shall be treated as a...Stock Option Agreement • January 26th, 2021 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
ATLANTIC CAPITAL BANCSHARES, INC. Restricted Stock Unit AgreementRestricted Stock • March 30th, 2016 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”), made the ____ day of ___________ (the “Grant Date”), between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and ___________________________, an Employee of the Company or an Affiliate (the “Participant”).
ATLANTIC CAPITAL BANCSHARES, INC. Amended and Restated Stock Option Agreement (Non-Employee Directors)Stock Option Agreement • June 10th, 2015 • Atlantic Capital Bancshares, Inc. • Georgia
A Stock Option Agreement was originally entered into by and between Atlantic Capital Bancshares, Inc., a corporation organized under the laws of the State of Georgia (the “Corporation”), and , a Director of the Corporation or an Affiliate (the “Participant”), effective the day of , 2007, and this Amended and Restated Stock Option Agreement (together with Schedules A and B attached hereto, this “Agreement”), is entered into and made effective the day of , 2007, by and between the Corporation the Participant.
AGREEMENT AND PLAN OF MERGER between SOUTH STATE CORPORATION and ATLANTIC CAPITAL BANCSHARES, INC. Dated July 22, 2021Agreement and Plan of Merger • July 26th, 2021 • Atlantic Capital Bancshares, Inc. • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated July 22, 2021 (this “Agreement”), between South State Corporation, a South Carolina corporation (“South State”), and Atlantic Capital Bancshares, Inc., a Georgia corporation (“Atlantic Capital”).
Performance Share Award AgreementAward Agreement • March 14th, 2019 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of ___________, _____ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and ___________________________, an Employee of the Company or an Affiliate (the “Participant”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2017 • Atlantic Capital Bancshares, Inc. • State commercial banks
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective July 20, 2017 (the “Effective Date”), by and among ATLANTIC CAPITAL BANCSHARES, INC., at Georgia corporation (the “Holding Company”); ATLANTIC CAPITAL BANK, a wholly-owned Georgia banking subsidiary of the Holding Company (the “Bank”) (collectively, the “Employers”); and D. MICHAEL KRAMER (“Executive”).
ATLANTIC CAPITAL BANCSHARES, INC. 2015 STOCK INCENTIVE PLAN Restricted Stock Award Agreement (Employees)Atlantic Capital Bancshares, Inc. • May 9th, 2018 • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of __________ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and _______________________, an Employee of the Company or an Affiliate (the “Participant”).
ATLANTIC CAPITAL BANCSHARES, INC. 2015 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (Employees)Restricted Stock • May 9th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of __________, _____ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and ___________________________, an Employee of the Company or an Affiliate (the “Participant”).
ATLANTIC CAPITAL BANCSHARES, INC. Stock Option Agreement (Non-Employee Directors)Atlantic Capital Bancshares, Inc. • March 30th, 2016 • State commercial banks • Georgia
THIS AGREEMENT (together with Schedule A attached hereto, this “Agreement”), made effective the ___ day of ______________, ____ (the “Grant Date”), between Atlantic Capital Bancshares, Inc., a corporation organized under the laws of the State of Georgia (the “Company”), and ___________________, a Director of the Company or an Affiliate (the “Participant”).
ATLANTIC CAPITAL BANCSHARES, INC. Restricted Stock Unit Agreement (Employees)Restricted Stock Unit Agreement • May 9th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of ___________, _____ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and ___________________________, an Employee of the Company or an Affiliate (the “Participant”).
AMENDMENT TO THE PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • March 30th, 2016 • Atlantic Capital Bancshares, Inc. • State commercial banks • Tennessee
THIS AMENDMENT (this “Amendment”) is made and entered into as of this 17th day of December, 2015, by and between ATHENS FEDERAL COMMUNITY BANK, NATIONAL ASSOCIATION, a national bank (“Purchaser”) and ATLANTIC CAPITAL BANK, N.A., a national bank (“Seller”), and amends that certain Purchase and Assumption Agreement (the “Agreement”), dated as of December 17, 2015, between Purchaser and Seller.
ATLANTIC CAPITAL BANCSHARES, INC. Executive Long Term Incentive Plan Officer Award CertificateAtlantic Capital Bancshares, Inc. • June 10th, 2015
THIS Certificate made as of the “Award Date”, between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and (the “Participant”).
August 26, 2015 First Security Group, Inc.Atlantic Capital Bancshares, Inc. • August 26th, 2015 • State commercial banks
ATLANTIC CAPITAL BANCSHARES, INC. Stock Option Agreement (Employees)Employment Agreement • March 30th, 2016 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”), made effective the ___ day of ______________, ____ (the “Grant Date”), between Atlantic Capital Bancshares, Inc., a corporation organized under the laws of the State of Georgia (the “Company”), and ___________________, an Employee of the Company or an Affiliate (the “Participant”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 4th, 2022 • Atlantic Capital Bancshares, Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of March 1, 2022 is by and among U.S. Bank Trust Company, National Association (herein, together with its successors in interest, the "Trustee"), SouthState Corporation, a South Carolina corporation (the "Successor Company"), and Atlantic Capital Bancshares, Inc., a Georgia corporation (the "Company").
Re: Corporate Governance AgreementCorporate Governance Agreement • June 10th, 2015 • Atlantic Capital Bancshares, Inc. • Georgia
This Corporate Governance Agreement (the “Agreement”) will confirm the agreement among Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and Atlantic Capital Bank, a Georgia-chartered commercial bank (the “Bank”), on the one hand, and BCP Fund I Southeast Holdings LLC, a Delaware limited liability company (“Investor”), on the other hand. In this Agreement, the boards of directors of the Company and the Bank (and any successor thereto as a result of the consummation of the transactions contemplated by the Merger Agreement (as such term is hereinafter defined)) are sometimes referred to individually as a “Board” and collectively as the “Boards.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2015 • Atlantic Capital Bancshares, Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2015, by and among Atlantic Capital Bancshares, Inc., a Georgia corporation (“Atlantic Capital”), Trident IV, L.P. and Trident IV Professionals Fund, L.P., each a Cayman Islands exempted limited partnership (collectively, the “Investor”).
ATLANTIC CAPITAL BANCSHARES, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • March 14th, 2019 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of __________ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and _______________________, an Employee of the Company or an Affiliate (the “Participant”).
PSA Agreement (Severance Plan Participants) Rev. January 2021 2 2. Grant of Performance Share Award. Subject to the terms of this Agreement, the Plan and the LTIP, the Company hereby grants the Participant a Performance Share Award (the “Award”) for...Psa Agreement • January 26th, 2021 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
RSA Agreement (Severance Plan Participants) Rev. January 2021 2 her employment with or service to the Company, and not in lieu of any salary or other compensation for his or her services, this Award for that number of Shares as is set forth in this...Atlantic Capital Bancshares, Inc. • January 26th, 2021 • State commercial banks • Georgia
Performance Share Award AgreementAward Agreement • May 9th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ____ day of ___________, _____ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and ___________________________, an Employee of the Company or an Affiliate (the “Participant”).
ATLANTIC CAPITAL BANCSHARES, INC. Stock Option Agreement (Employees)Stock Option Agreement • May 9th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AGREEMENT (together with Schedules A and B attached hereto, this “Agreement”) is made effective as of the ___ day of ______________, ____ (the “Grant Date”) between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and ___________________, an Employee of the Company or an Affiliate (the “Participant”).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 13th, 2016 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
THIS AMENDMENT TO WARRANT AGREEMENT (the “Amendment”), dated effective as of __________ __, 2016, between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Corporation”), and _______________ (the “Warrant Holder”).
SEPARATION AGREEMENTSeparation Agreement • October 26th, 2017 • Atlantic Capital Bancshares, Inc. • State commercial banks • Georgia
This Separation Agreement (the “Agreement”) is entered into as of October 25, 2017 (the “Effective Date”), by and among Atlantic Capital Bancshares, Inc., a bank holding company organized under the laws of the State of Georgia (the “Company”), Atlantic Capital Bank, a wholly-owned Georgia banking subsidiary of the Company (the “Bank” and, collectively with the Company, the “Employers”), and D. Michael Kramer (“Executive”). The Employers and Executive may be referred to individually as a “Party” and collectively as the “Parties”.
