1 Exhibit 10(a) Consulting Agreement THIS AGREEMENT is entered into in Chattanooga, Tennessee, as of ___________, __, 1997 by and between Cornerstone Bancshares, Inc., a Tennessee corporation (the "Company") and DAVID E. YOUNG, a resident of the State...Consulting Agreement • June 24th, 1997 • East Ridge Bancshares Inc • National commercial banks • Tennessee
WITNESSETH:Executive Salary Continuation Agreement • June 24th, 1997 • East Ridge Bancshares Inc • National commercial banks
1,770,084 Shares SmartFinancial, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2017 • Smartfinancial Inc. • National commercial banks • New York
SmartFinancial, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company named in Schedule II hereto (collectively, the “Selling Shareholders,” and each a “Selling Shareholder”) severally and not jointly propose, subject to the terms and conditions stated herein, to sell to the Underwriters, an aggregate of 1,770,084 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock), of which (a) 1,600,000 shares are to be issued and sold by the Company, and (b) 170,084 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the number of shares set forth opposite such Selling Shareholder’s name in Schedule II hereto. The aggregate of 1,770,084 shares to be purchased from the Company and the Selling Shareholders are called the
1 Exhibit 10(b) CHANGE-IN-CONTROL PROTECTIVE AGREEMENT AGREEMENT entered into this 8th day of November, 1996 (the "Effective Date"), by and between The Bank of East Ridge (the "Bank"), East Ridge Bancshares, Inc. (the "Company"), and David E. Young...Change-in-Control Protective Agreement • July 11th, 1997 • East Ridge Bancshares Inc • National commercial banks • Tennessee
EXHIBIT 10.4 KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This agreement, made and entered into as of this 1st day of March, 1999, by and between Cornerstone Community Bank, Inc., a Tennessee chartered state bank, (the "Bank"), which is a 100%...Key Executive Employment and Severance Agreement • February 4th, 2000 • Cornerstone Bancshares Inc • National commercial banks • Tennessee
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • October 1st, 2018 • Smartfinancial Inc. • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 28, 2018, and is made by and among SmartFinancial, Inc., a Tennessee corporation (“Company”), and the purchaser(s) of the Subordinated Notes (as defined herein) named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2020 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT is made and entered into effective as of March 9, 2020 (the “Effective Date”), by and among SmartFinancial, Inc., a Tennessee corporation (“Company”), SmartBank, a banking corporation organized under the laws of the State of Tennessee (“Bank”), and William Y. Carroll, Jr., a resident of the State of Tennessee (“Executive”). Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”
INTRODUCTIONSurvivor Income Agreement • July 11th, 1997 • East Ridge Bancshares Inc • National commercial banks
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2018 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT is made and entered into as of February 1, 2015 (the “Effective Date”), by and among SmartFinancial, Inc., a Tennessee corporation and registered bank holding company (the “Company”); SmartBank, a banking corporation organized under the laws of the State of Tennessee (the “Bank,” and together with the Company, collectively, the “Employer”); and Rhett Jordan, a resident of the State of Tennessee (the “Employee”). The Company, the Bank, and the Employee are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • November 14th, 2017 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated as of October 31, 2017, by SMARTFINANCIAL, INC., a Tennessee corporation (formerly known as CORNERSTONE BANCSHARES, INC., along with its successors and assigns, “Pledgor”) in favor of CAPSTAR BANK (the “Secured Party”) in order to further secure the Obligations (as herein defined) and for the consideration herein specified.
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2016 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT is made and entered into as of December 5, 2014 (the “Effective Date”), by and between Cornerstone Community Bank, a banking corporation organized under the laws of the State of Tennessee (the “Bank”), and Felicia F. Barbee, a resident of the State of Georgia (the “Employee”). The Bank and the Employee are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”
SmartBank Sevierville, Tennessee MANAGEMENT INCENTIVE STOCK OPTION AGREEMENTManagement Incentive Stock Option Agreement • September 2nd, 2015 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS AGREEMENT is made and entered into effective as of this [date], by and between SmartBank (the "Bank"), a Tennessee-chartered commercial bank with its principal place of business in Sevierville, Tennessee, and ___________ (“Optionee").
Capstone Bank Salary Continuation AgreementSalary Continuation Agreement • November 7th, 2017 • Smartfinancial Inc. • National commercial banks • Alabama
This Salary Continuation Agreement (this “Agreement”) is adopted this 11 day of August, 2010, by and between Capstone Bank, a state bank located in Tuscaloosa, Alabama, (the “Bank”), and Robert W. Kuhn (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2015 • Smartfinancial Inc. • National commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated the 8th day of December, 2015, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation and registered bank holding company (f/k/a Cornerstone Bancshares, Inc.) (the “Company”), Cornerstone Community Bank, a banking corporation organized under the laws of the State of Tennessee (the “Bank”), and Gary W. Petty, Jr., a resident of the State of Georgia (the “Employee”). The Company, the Bank, and the Employee are sometimes referred to collectively in this Amendment as the “Parties,” and each of the Company, the Bank, and the Employee is sometimes referred to individually in this Amendment as a “Party.”
LOAN AGREEMENT dated as of October 31, 2017 among SMARTFINANCIAL, INC. as Borrower and CAPSTAR BANK as LenderLoan Agreement • November 14th, 2017 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of October 31, 2017, by and among SMARTFINANCIAL, INC., a Tennessee corporation (along with its successors and assigns, the "Borrower"), and CAPSTAR BANK, a Tennessee banking corporation, (along with its successors and assigns the "Lender").
AGREEMENT AND PLANMerger Agreement • January 16th, 2019 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 15th day of January, 2019, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”); CT Merger Sub, Inc., a North Carolina corporation and direct, wholly owned subsidiary of SmartFinancial (“Merger Sub”); and Entegra Financial Corp., a North Carolina corporation (the “Company”), under authority of resolutions of their respective boards of directors duly adopted.
PLEDGE AGREEMENTPledge Agreement • April 3rd, 2020 • Smartfinancial Inc. • National commercial banks • Alabama
THIS PLEDGE AGREEMENT is made and entered into as of March 31, 2020, by and between SMARTFINANCIAL, INC., a corporation organized under the laws of the State of Tennessee (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).
ContractMerger Agreement • June 25th, 2021 • Smartfinancial Inc. • National commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of April 13, 2021, (the “Merger Agreement”), between SmartFinancial, Inc., a Tennessee corporation (“SMBK”), and Sevier County Bancshares, Inc., a Tennessee corporation (“SCB”), pursuant to which SCB will merge with and into SMBK, with SMBK surviving (the “Merger”). We are rendering this opinion in connection with the filing of the Registration Statement (as may be amended from time to) with the U.S. Securities and Exchange Commission (the “SEC”). All capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2016 • Smartfinancial Inc. • National commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated the 27th day of February, 2016, is made and entered into by and between SmartBank, a banking corporation organized under the laws of the State of Tennessee (the “Bank”), as successor by merger to Cornerstone Community Bank, a banking corporation organized under the laws of the State of Tennessee (“Cornerstone”), and Robert B. Watson, a resident of the State of Tennessee (the “Employee”). The Bank and the Employee are sometimes referred to collectively in this Amendment as the “Parties,” and each of the Bank and the Employee is sometimes referred to individually in this Amendment as a “Party.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 13th, 2017 • Smartfinancial Inc. • National commercial banks • Tennessee
LOAN AND SECURITY AGREEMENT By and Between SMARTFINANCIAL, INC. and SERVISFIRST BANK March 31, 2020Loan Agreement • April 3rd, 2020 • Smartfinancial Inc. • National commercial banks • Alabama
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2020, by and between SMARTFINANCIAL, INC., a corporation organized under the laws of the State of Tennessee (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 2nd, 2015 • Smartfinancial Inc. • National commercial banks • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is made and entered into by and between smartfinancial, inc., a Tennessee corporation (“Assignor”), and cornerstone bancshares, inc., a Tennessee corporation (“Assignee”). This Assignment shall be deemed entered into and effective at such time, if any, as the Merger (as defined below) becomes effective (the “Effective Time”).
SMARTFINANCIAL, INC. PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 11th, 2020 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated [DATE] (the “Award Date”), is made by and between SmartFinancial, Inc., a Tennessee corporation (“Company”), and [NAME] (“Grantee”).
May 6, 2015Merger Agreement • May 6th, 2015 • Cornerstone Bancshares Inc • National commercial banks
Capstone Bancshares, Inc. AWARD AGREEMENTAward Agreement • November 7th, 2017 • Smartfinancial Inc. • National commercial banks • Alabama
The Board of Directors (the “Board”) of Capstone Bancshares, Inc. (“Capstone”) recognizes the important role you play in the success of Capstone. As such, the Board would like to reward you with a stake in the ownership of Capstone conditioned upon the conditions and terms contained within this individual award agreement (this “Award Agreement”). Accordingly, Capstone hereby grants you the right to earn the following equity grant:
AGREEMENT AND PLAN OF MERGER SMARTFINANCIAL, INC. SMARTBANK CORNERSTONE BANCSHARES, INC. and CORNERSTONE COMMUNITY BANK December 5, 2014Merger Agreement • December 10th, 2014 • Cornerstone Bancshares Inc • National commercial banks • Tennessee
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 5th day of December, 2014, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”), SmartBank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of SmartFinancial (“SmartBank”), Cornerstone Bancshares, Inc., a Tennessee corporation (“Bancshares”), and Cornerstone Community Bank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of Bancshares (“Cornerstone”), under authority of resolutions of their respective boards of directors duly adopted.
registration RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2015 • Cornerstone Bancshares Inc • National commercial banks • Tennessee
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of __________, 2015, by and among Cornerstone Bancshares, Inc., a Tennessee corporation (the “Company”), and each of the investors who has executed a joinder hereto (each of which is referred to in this Agreement as an “Investor,” and, together, collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 30th, 2019 • Smartfinancial Inc. • National commercial banks • Tennessee
This Agreement and Plan of Merger (this “Agreement”) is dated as of October 29, 2019, by and between SmartFinancial, Inc., a Tennessee corporation (“SMBK”), and Progressive Financial Group Inc., a Tennessee corporation (“PFG” and, together with SMBK, the “Parties” and each a “Party”).
July 20, 2017Merger Agreement • July 20th, 2017 • Smartfinancial Inc. • National commercial banks
We have acted as counsel to SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”), in connection with the merger (the “Parent Merger”) of Capstone Bancshares, Inc., an Alabama corporation (“Bancshares”), with and into SmartFinancial. The Parent Merger is pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 22, 2017, by and among SmartFinancial; SmartBank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of SmartFinancial (“SmartBank”); Bancshares; and Capstone Bank, an Alabama-chartered commercial bank and wholly-owned subsidiary of Bancshares (“Capstone”), as described in the Registration Statement on Form S-4 filed by SmartFinancial with the Securities and Exchange Commission (the “Registration Statement”) on the date hereof, pursuant to the Securities Act of 1933, as amended (the “Act”).
EXECUTIVE SEVERANCE AGREEMENT AND RELEASE OF CLAIMSExecutive Severance Agreement • May 6th, 2019 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS AGREEMENT (“Agreement”) is entered into as of the Effective Date, as defined in Paragraph 11 hereof, by and between C. Bryan Johnson (“JOHNSON”) and SmartFinancial, Inc. and SmartBank (referred to, collectively, as “SMARTBANK”). Together, SmartFinancial, Inc., SmartBank, and JOHNSON may be referred to hereinafter as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and between SMARTFINANCIAL, INC. and SEVIER COUNTY BANCSHARES, INC. Dated as of April 13, 2021Merger Agreement • April 14th, 2021 • Smartfinancial Inc. • National commercial banks • Tennessee
This Agreement and Plan of Merger (this “Agreement”) is dated as of April 13, 2021, by and between SmartFinancial, Inc., a Tennessee corporation (“SMBK”), and Sevier County Bancshares, Inc., a Tennessee corporation (“SCB” and, together with SMBK, the “Parties” and each a “Party”).
SEPARATION AGREEMENTSeparation Agreement • November 9th, 2023 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS AGREEMENT (the “Agreement”) is entered into as of the Effective Date, as defined in Paragraph 6 hereof, by and between SmartFinancial, Inc. (the “Holding Company”), SmartBank (together with the Holding Company, the “Bank”) and Gregory L. Davis (“Employee”). Together, the Bank and Employee may be referred to hereinafter as the “Parties”.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 6th, 2023 • Smartfinancial Inc. • National commercial banks
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and dated as of February 1, 2023, between SMARTFINANCIAL, INC., a Tennessee banking corporation (the “Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (the “Lender”).
AGREEMENT AND PLAN OF MERGER SMARTFINANCIAL, INC. SMARTBANK CAPSTONE BANCSHARES, INC. AND CAPSTONE BANK May 22, 2017Merger Agreement • May 23rd, 2017 • Smartfinancial Inc. • National commercial banks • Tennessee
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 22nd day of May, 2017, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”), SmartBank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of SmartFinancial (“SmartBank”), Capstone Bancshares, Inc., an Alabama corporation (“Bancshares”), and Capstone Bank, an Alabama-chartered commercial bank and wholly-owned subsidiary of Bancshares (“Capstone”), under authority of resolutions of their respective boards of directors duly adopted.
PURCHASE AGREEMENT by and between WARREN PAYNE, CRAIG PHILLIPY, and SMARTBANK Dated as of May 2, 2021Purchase Agreement • May 3rd, 2021 • Smartfinancial Inc. • National commercial banks • Tennessee
This Purchase Agreement (this “Agreement”) is made and entered into this 2nd day of May, 2021 (the “Effective Date”) by and among Warren Payne, an individual resident of the state of Tennessee (“Payne”) (both in his individual capacity and in his capacity as the Sellers’ Representatives), G. Price Cooper, an individual resident of the state of Tennessee (“Cooper”), B. Wade West, an individual resident of the state of Tennessee (“West”), Craig Phillipy, an individual resident of the state of Tennessee (“Phillipy” and, together with Payne, Cooper and West, “Sellers”), and SmartBank, a Tennessee state-chartered bank (“Buyer”).
