SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT is made as of the 20th day of August, 2014 (the “Effective Date”) by and between AVENUE FINANCIAL HOLDINGS. INC., a Tennessee corporation (the “Employer”), and G. KENT CLEAVER, a resident of the State of Tennessee (the “Executive”).
AVENUE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Agreement”) is adopted this 26 day of October, 2007, by and between AVENUE BANK, a state-chartered commercial bank located in Nashville, Tennessee (the “Bank”), and RONALD SAMUELS (the “Executive”).
FORM OF NOTE PURCHASE AGREEMENT Dated as of December 22, 2014 By and among Avenue Financial Holdings, Inc. and Purchasers Listed on Schedule ANote Purchase Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • Tennessee
This NOTE PURCHASE AGREEMENT, dated as of December 22, 2014 (this “Agreement”), is by and between AVENUE FINANCIAL HOLDINGS, INC. a Tennessee corporation (the “Company”), and each purchaser named on Schedule A (each, a “Purchaser,” and together, “Purchasers”).
FIRST AMERICAN FINANCIAL HOLDINGS, INC. COMMON STOCK PLACEMENT AGREEMENT February 15, 2007Placement Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • New York
First American Financial Holdings, Inc., a Tennessee corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to certain purchasers (each a “Purchaser,” and collectively, the “Purchasers”), an aggregate of up to a maximum of 7,500,000 shares (the “Shares”) of its common stock, no par value (the “Common Stock”), upon terms and subject to the conditions set forth herein and pursuant to a subscription agreement (the “Subscription Agreement”) between the Company and each Purchaser. The form of the Subscription Agreement is attached as Exhibit A and is incorporated herein by reference. The Company also proposes, upon the terms and considerations set forth herein, for you to act as the Company’s exclusive Placement Agent (the “Placement Agent”), in connection with the Company’s offer and sale of the Shares to “accredited investors,” as defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”).
INVESTOR RIGHTS AGREEMENT between FIRST AMERICAN FINANCIAL HOLDINGS, INC. and GOLDMAN, SACHS & CO., dated as of February 15, 2007Investor Rights Agreement • January 9th, 2015 • Avenue Financial Holdings, Inc. • State commercial banks • New York
This INVESTOR RIGHTS AGREEMENT dated as of February 9, 2007, between FIRST AMERICAN FINANCIAL HOLDINGS, INC., a Tennessee corporation (the “Company”), and Goldman, Sachs & Co., a New York limited partnership (the “Investor”).
