EXHIBIT 4 GUARANTY FEDERAL BANCSHARES, INC.Rights Agreement • January 22nd, 1999 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered • Missouri
STOCK OPTION AGREEMENT ---------------------- FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE GUARANTY FEDERAL BANCSHARES, INC. 2000 STOCK COMPENSATION PLAN ----------------------------Stock Option Agreement • February 28th, 2000 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered
EXHIBIT 4.5 FORM OF RESTRICTED STOCK AGREEMENT TO BE ENTERED INTO FOR RESTRICTED STOCKRestricted Stock Agreement • February 28th, 2000 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered
EXHIBIT 1 GUARANTY FEDERAL BANCSHARES, INC. Up to 5,410,019 Shares COMMON STOCK ($.10 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT ---------------- Friedman, Billings, Ramsey & Co., Inc. 1001 Nineteenth Street North Arlington,...Agency Agreement • November 6th, 1997 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered • Delaware
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT, is entered into this 1st day of January 1998, ("Effective Date") by and between Guaranty Federal Savings Bank (the "Bank") and James E. Haseltine (the "Executive"). WITNESSETH WHEREAS, the Executive...Employment Agreement • September 28th, 1999 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered • Missouri
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • July 30th, 2020 • Guaranty Federal Bancshares Inc • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 29, 2020 (this “Agreement”), is made by and among Guaranty Federal Bancshares, Inc., a Delaware corporation (“Company”), and the several purchasers identified on the signature pages hereto (each a “Purchaser”).
1,304,347 Shares* Guaranty Federal Bancshares, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2014 • Guaranty Federal Bancshares Inc • State commercial banks • Florida
Guaranty Federal Bancshares, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to Raymond James & Associates, Inc. (the “Underwriter”), an aggregate of 1,304,347 shares of its Common Stock, par value $0.10 per share (the “Common Stock”). The aggregate of 1,304,347 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriter, upon the terms and conditions stated herein, up to an additional 195,652 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriter, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.”
AGREEMENT AND PLAN OF MERGER BETWEEN QCR HOLDINGS, INC., AND GUARANTY FEDERAL BANCSHARES, INC. November 9, 2021Merger Agreement • November 9th, 2021 • Guaranty Federal Bancshares Inc • State commercial banks • Illinois
This Agreement And Plan Of Merger (together with all exhibits and schedules, this “Agreement”) is entered into as of November 9, 2021, by and between QCR Holdings, Inc., a Delaware corporation (“Acquiror”), and Guaranty Federal Bancshares, Inc., a Delaware corporation (the “Company”).
September 18, 1997Plan of Conversion: Subscription Rights • September 23rd, 1997 • Guaranty Federal Bancshares Inc
ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUSTRecognition and Retention Plan • September 23rd, 1997 • Guaranty Federal Bancshares Inc • Missouri
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2020 • Guaranty Federal Bancshares Inc • State commercial banks
This Employment Agreement (“Agreement”) is entered into by and between Guaranty Federal Bancshares, Inc. (“Company”), a corporation organized under the laws of the state of Delaware, and Craig E. Dunn (“Employee”).
AGREEMENT AND PLAN OF REORGANIZATIONPlan of Conversion and Reorganization • November 6th, 1997 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered
EXHIBIT 10.5 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 1st day of January 2000 ("Effective Date"), by and between Guaranty Federal Savings Bank (the "Bank") and James E. Haseltine...Change in Control Severance Agreement • February 10th, 2000 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered • Missouri
FORM OF RESTRICTED STOCK AWARD AGREEMENT – PRESIDENT AND CHIEF EXECUTIVE OFFICER GUARANTY FEDERAL BANCSHARES, INC.Restricted Stock Award Agreement • May 14th, 2012 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
This Agreement evidences the grant by Guaranty Federal Bancshares, Inc. (the “Company”) of shares of restricted Common Stock ("Restricted Shares") to the “Participant” named above pursuant to the Guaranty Federal Bancshares, Inc. 2010 Equity Plan (the “Plan”). The terms and provisions of the Plan are hereby incorporated into this Agreement by reference. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.
GUARANTY FEDERAL BANCSHARES, INC. (a Delaware corporation) 12,000 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2012 • Guaranty Federal Bancshares Inc • State commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2005 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
This Employment Agreement ("Agreement") is effective as of November 1, 2004, by and between Guaranty Bank (the "Bank") and Eldon Erwin (the "Executive").
NON-INCENTIVE STOCK OPTION AGREEMENT GUARANTY FEDERAL BANCSHARES, INC.Non-Incentive Stock Option Agreement • March 30th, 2005 • Guaranty Federal Bancshares Inc • State commercial banks
A STOCK OPTION (the "Option") for a total of _____________ shares of common stock $______ par value ("Common Stock") of Guaranty Federal Bancshares, Inc. (the "Corporation"), is hereby granted to ___________________________ (the "Optionee"). The Option in all respects is subject to the terms and conditions of the Guaranty Federal Bancshares, Inc. 2004 Stock Option Plan (the "Plan"), which is incorporated by reference herein, receipt of which is hereby acknowledged by Optionee. The Option is not intended to qualify as an Incentive Stock Option. Any capitalized terms that are not defined in this Agreement shall have the same meaning as in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENT FOR ROBIN E. ROBESONEmployment Agreement • June 3rd, 2016 • Guaranty Federal Bancshares Inc • State commercial banks
THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Robin E. Robeson (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.
INCENTIVE STOCK OPTION AGREEMENT GUARANTY FEDERAL BANCSHARES, INC.Incentive Stock Option Agreement • March 30th, 2005 • Guaranty Federal Bancshares Inc • State commercial banks
A STOCK OPTION (the "Option") for a total of _____________ shares of common stock $______ par value ("Common Stock") of Guaranty Federal Bancshares, Inc. (the "Corporation"), is hereby granted to ___________________________ (the "Optionee"). The Option in all respects is subject to the terms and conditions of the Guaranty Federal Bancshares, Inc. 2004 Stock Option Plan (the "Plan"), which is incorporated by reference herein, receipt of which is hereby acknowledged by Optionee. The Option is intended to qualify as an Incentive Stock Option. Any capitalized terms that are not defined in this Agreement shall have the same meaning as in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENT FOR SHAUN BURKEEmployment Agreement • June 3rd, 2016 • Guaranty Federal Bancshares Inc • State commercial banks
THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Shaun A. Burke (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.
AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTSRestricted Stock Award Agreement • June 3rd, 2016 • Guaranty Federal Bancshares Inc • State commercial banks
This Amendment is entered into by and between Guaranty Federal Bancshares, Inc. (the “Company”) and H. Michael Mattson (“Participant”).
AMENDMENT TO EMPLOYMENT AGREEMENT FOR CARTER M. PETERSEmployment Agreement • June 3rd, 2016 • Guaranty Federal Bancshares Inc • State commercial banks
THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Carter M. Peters (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.
STOCK OPTION AGREEMENT FOR NON-QUALIFIED STOCK OPTION FOR OFFICERS AND EMPLOYEESStock Option Agreement • March 30th, 2004 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
A NON-QUALIFIED STOCK OPTION (the "Option") for a total of 5,000 shares (the "Shares") of common stock, par value $0.10 ("Common Stock"), of Guaranty Federal Bancshares, Inc. (the "Corporation"), which Option shall not be considered an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, is hereby granted to (the "Optionee") at the price and upon the terms and conditions set forth in this Stock Option Agreement (this "Agreement").
EXHIBIT 10.5 CHANGE IN CONTROL SEVERANCE AGREEMENT ------------------------------------- THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 1/st/ day of January 2000 ("Effective Date"), by and between Guaranty Federal Savings...Change in Control Severance Agreement • September 26th, 2000 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered • Missouri
Guaranty Federal Savings Bank Restricted Stock Plan and Trust AgreementRestricted Stock Plan and Trust Agreement • March 30th, 2005 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
Exhibit 10.2 AMENDMENT AND WAIVER REGARDING COMPENSATION ARRANGEMENTS This Agreement is entered into by and among Guaranty Federal Bancshares, Inc., Guaranty Bank (together with Guaranty Federal Bancshares, Inc., the "Company"), and the undersigned...Amendment and Waiver Regarding Compensation Arrangements • February 3rd, 2009 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
United States Department of the TreasurySecurities Purchase Agreement • June 14th, 2012 • Guaranty Federal Bancshares Inc • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
AMENDMENT TO EMPLOYMENT AGREEMENT FOR SHERI D. BISEREmployment Agreement • June 3rd, 2016 • Guaranty Federal Bancshares Inc • State commercial banks
THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Sheri D. Biser (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.
Exhibit 10.5 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 1/st/ day of January 2000 ("Effective Date"), by and between Guaranty Federal Savings Bank (the "Bank") and James E....Change in Control Severance Agreement • September 28th, 2001 • Guaranty Federal Bancshares Inc • Savings institution, federally chartered • Missouri
August 3, 2004Stock Option Agreement • August 4th, 2004 • Guaranty Federal Bancshares Inc • State commercial banks
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • May 15th, 2013 • Guaranty Federal Bancshares Inc • State commercial banks
Reference is made to that certain letter agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of January 30, 2009, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Further reference is made to (i) that certain letter agreement (the “Repurchase Letter Agreement”), dated as of June 13, 2012, pursuant to which the Company repurchased a portion of the Investor’s Preferred Share investment in the Company (the “Preferred Share Repurchase”) and (ii) that certain placement agency agreement (the “Placement Agency Agreement”), dated as of April 15, 2013, pursuant to which the Investor sold its remaining Preferred Share investment in the Company (the “Preferred Share Resale” and together with the Preferred Share Repurchase, the “Preferred Share Repurchase and Resale”). Capitalized terms used but not defined herein shall have the meanings assign
RESIGNATION AND SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSResignation and Separation Agreement • August 15th, 2005 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
THIS RESIGNATION AND SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (the "Agreement") is made and entered into on this 29th day of July, 2005, by and between GUARANTY FEDERAL SAVINGS BANK, GUARANTY FEDERAL BANCSHARES, INC. and GUARANTY BANK (" together Guaranty") and WILLIAM B. WILLIAMS ("Williams").
AGREEMENT AND PLAN OF MERGER BETWEEN GUARANTY FEDERAL BANCSHARES, INC. AND HOMETOWN BANCSHARES, INC. November 30, 2017Merger Agreement • December 1st, 2017 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
This Agreement And Plan Of Merger (together with all exhibits and schedules, this “Agreement”) is entered into as of November 30, 2017, by and between Guaranty Federal Bancshares, Inc., a Delaware corporation (“Acquiror”), and Hometown Bancshares, Inc., a Missouri corporation (the “Company”).
STOCK OPTION AGREEMENT FOR NON-QUALIFIED STOCK OPTION FOR OFFICERS AND EMPLOYEESStock Option Agreement • January 24th, 2005 • Guaranty Federal Bancshares Inc • State commercial banks • Missouri
A NON-QUALIFIED STOCK OPTION (the "Option") for a total of 25,000 shares (the "Shares") of common stock, par value $0.10 ("Common Stock"), of Guaranty Federal Bancshares, Inc. (the "Corporation"), which Option shall not be considered an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, is hereby granted to Shaun Burke (the "Optionee") at the price and upon the terms and conditions set forth in this Stock Option Agreement (this "Agreement").
