Macatawa Bank Corp Sample Contracts

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COMMON STOCK NO PAR VALUE PER SHARE
Underwriting Agreement • May 14th, 2001 • Macatawa Bank Corp • State commercial banks • Minnesota
AGREEMENT AND PLAN OF MERGER BY AND AMONG WINTRUST FINANCIAL CORPORATION, LEO SUBSIDIARY LLC AND MACATAWA BANK CORPORATION Dated as of April 15, 2024 AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 15th, 2024 • Macatawa Bank Corp • State commercial banks • Michigan

This Agreement and Plan of Merger (this "Plan of Merger") is made as of April 15, 2024, by and among Wintrust Financial Corporation, an Illinois corporation ("Purchaser"), Leo Subsidiary LLC, a Michigan limited liability company and wholly-owned subsidiary of Purchaser ("Merger Sub"), and Macatawa Bank Corporation, a Michigan corporation ("Company").

SUBSCRIPTION AND PURCHASE AGREEMENT (Common Stock) Macatawa Bank Corporation
Subscription and Purchase Agreement • July 2nd, 2009 • Macatawa Bank Corp • State commercial banks • Michigan

Re: Common Stock - If you wish to subscribe, please sign and return this Subscription Agreement and the attached Accredited Investor Questionnaire

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 15th, 2024 • Macatawa Bank Corp • State commercial banks

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by MACATAWA BANK CORPORATION, a Michigan corporation (the “Corporation”), and BRYAN L. BARKER (“Executive”) as of November 1, 2023. Any reference to the Corporation shall jointly include the Bank and any Affiliate, each as defined below.

MACATAWA BANK CORPORATION STOCK OPTION AGREEMENT (Incentive Stock Option)
Stock Option Agreement • March 7th, 2012 • Macatawa Bank Corp • State commercial banks

This STOCK OPTION AGREEMENT is made this DATE , between MACATAWA BANK CORPORATION (the “Company”) and Employee Name , an employee of the Company or one of its subsidiaries (the “Employee”), pursuant to the Macatawa Bank Corporation 2006 Stock Compensation Plan (the “Plan”). All capitalized defined terms in this Agreement shall have the meaning ascribed to such terms in the Plan, unless other wise defined in this Agreement.

WARRANT AGREEMENT
Warrant Agreement • July 24th, 2014 • Macatawa Bank Corp • State commercial banks • Michigan

THIS WARRANT AGREEMENT (this “Agreement”) is entered into as of the 16th day of June, 2009, by and between MACATAWA BANK CORPORATION , a Michigan corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY , a New Jersey corporation (the “Warrant Agent”).

FIRST AMENDED SETTLEMENT AND RELEASE AND STOCK AND WARRANT ISSUANCE AGREEMENT
Settlement Agreement • January 30th, 2009 • Macatawa Bank Corp • State commercial banks • Michigan

This First Amended Settlement and Release and Stock and Warrant Issuance Agreement (hereinafter “Amended Agreement”) is made and entered into by and among the law firms of Nickens, Keeton, Lawless, Farrell & Flack LLP, through Thomas Farrell, and Moulton & Meyer, LLP, through Cynthia R. Levin Moulton, counsel for the majority of Plaintiffs in the Entire Action (defined below), Macatawa Bank Corp. and Macatawa Bank and Richard Deardorff.

TO BE IN THE FORM OF A BANKNOTE CERTIFICATE
Warrant Agreement • July 31st, 2009 • Macatawa Bank Corp • State commercial banks • Michigan

THIS WARRANT IS GOVERNED BY AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON REQUEST FROM MACATAWA BANK CORPORATION OR THE WARRANT AGENT.

Contract
Indemnification Agreement • February 18th, 2016 • Macatawa Bank Corp • State commercial banks • Michigan

Macatawa Bank Corporation has entered into the following form of indemnity agreement with the following directors of Macatawa Bank Corporation: G. Thomas Boylan, Robert E. Den Herder, John F. Koetje, Philip J. Koning, Arend D. Lubbers and Benj. A Smith, III. Messrs. Boylan, Koning and Smith are former directors.

MACATAWA BANK CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • March 7th, 2012 • Macatawa Bank Corp • State commercial banks • Michigan

STOCK OPTION AGREEMENT, made this day of , between MACATAWA BANK CORPORATION (herein called the “Company”) and Director Name a director of the Company (the “Grantee”), pursuant to the Macatawa Bank Corporation 2006 Directors’ Stock Compensation Plan (herein called the “Plan”).

FIRST AMENDED SETTLEMENT AND RELEASE AND STOCK AND WARRANT ISSUANCE AGREEMENT
Settlement and Release Agreement • April 24th, 2014 • Macatawa Bank Corp • State commercial banks • Michigan

This First Amended Settlement and Release and Stock and Warrant Issuance Agreement (hereinafter “Amended Agreement”) is made and entered into by and among the law firms of Nickens, Keeton, Lawless, Farrell & Flack LLP, through Thomas Farrell, and Moulton & Meyer, LLP, through Cynthia R. Levin Moulton, counsel for the majority of Plaintiffs in the Entire Action (defined below), Macatawa Bank Corp. and Macatawa Bank and Richard Deardorff.

BOARD REPRESENTATION AGREEMENT Macatawa Bank Corporation
Board Representation Agreement • February 19th, 2015 • Macatawa Bank Corp • State commercial banks • Michigan

This BOARD REPRESENTATION AGREEMENT (“Agreement”) is made this 5th day of November, 2008, by and among Macatawa Bank Corporation, a Michigan corporation and registered financial holding company (“Macatawa”), and White Bay Capital, LLC, a Michigan limited liability company (“White Bay”). Macatawa and White Bay are each referred to herein as a “Party” and, collectively, as the “Parties.”

April 30, 2009
Settlement and Release Agreement • July 24th, 2014 • Macatawa Bank Corp • State commercial banks • Michigan

This letter agreement, when fully executed by the parties and approved by Federal Insurance Company and Progressive Casualty Insurance Company, shall constitute the second amendment to the Settlement and Release Agreement and Stock and Warrant Issuance Agreement executed as of November 12, 2008, and as amended by the First Amended Settlement and Release Agreement and Stock and Warrant Issuance Agreement executed as of January 30, 2009 (collectively, the “Agreement”).

TO BE IN THE FORM OF A BANKNOTE CERTIFICATE
Warrant Agreement • July 24th, 2014 • Macatawa Bank Corp • State commercial banks • Michigan

THIS WARRANT IS GOVERNED BY AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON REQUEST FROM MACATAWA BANK CORPORATION OR THE WARRANT AGENT.

MACATAWA BANK CORPORATION VOTING AND EXCHANGE AGREEMENT
Voting and Exchange Agreement • January 29th, 2014 • Macatawa Bank Corp • State commercial banks • Michigan

This Voting and Exchange Agreement (this "Agreement") is entered into between the undersigned (the "Holder") and Macatawa Bank Corporation, a Michigan corporation (the "Company").

MACATAWA BANK CORPORATION VOTING AND EXCHANGE AGREEMENT
Voting and Exchange Agreement • January 29th, 2014 • Macatawa Bank Corp • State commercial banks • Michigan

This Voting and Exchange Agreement (this "Agreement") is entered into between the undersigned (the "Holder") and Macatawa Bank Corporation, a Michigan corporation (the "Company").

Voting and Support Agreement
Voting and Support Agreement • April 15th, 2024 • Macatawa Bank Corp • State commercial banks • Michigan

This Voting and Support Agreement (this “Agreement”) is entered into as of April 15, 2024, by and among Wintrust Financial Corporation, an Illinois corporation (“Purchaser”), Macatawa Bank Corporation, a Michigan corporation (“Company”), and those Persons whose names appear on the signature page of this Agreement and who own or solely control the voting of any shares of Company Common Stock (such shareholders collectively referred to in this Agreement as the “Principal Shareholders,” and individually as a “Principal Shareholder”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2007 • Macatawa Bank Corp • State commercial banks

This Restricted Stock Agreement (“Agreement”) is made as of the award date set forth above, between MACATAWA BANK CORPORATION, a Michigan corporation (“Macatawa” or the “Company”), and the employee named above (“Employee”). The Employee is employed by Macatawa Bank, a wholly-owned subsidiary of the Company.

CONSULTING AGREEMENT
Consulting Agreement • August 14th, 2003 • Macatawa Bank Corp • State commercial banks • Michigan

This Consulting Agreement (“Agreement”) is entered into as of this May 8, 2003, by and between BENJ. A SMITH III, a Michigan resident (“Smith”), and MACATAWA BANK CORPORATION, a Michigan corporation (“Company”). This Agreement supersedes and totally replaces a Consulting Agreement between the parties dated June 12, 2002. That prior agreement is terminated and is null and void.

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2008 INVESTMENT MANAGEMENT AGREEMENT Macatawa Bank, Agent for Smith & Associates Financial Fund, LLC, as Principal Account # 104000997
Investment Management Agreement • March 11th, 2009 • Macatawa Bank Corp • State commercial banks
NONCOMPETITION AGREEMENT
Noncompetition Agreement • October 12th, 2006 • Macatawa Bank Corp • State commercial banks

THIS NONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into this 11th day of October, 2006 (the “Effective Date”), by and between MACATAWA BANK CORPORATION, a Michigan corporation, of 10753 Macatawa Drive, Holland, Michigan 49423 (“Macatawa”), and BENJ. A. SMITH, III, a Michigan resident (“Smith”).

WARRANT AGREEMENT ADDENDUM
Warrant Agreement • July 24th, 2014 • Macatawa Bank Corp • State commercial banks

This Warrant Agreement Addendum (this “Addendum”) is entered into as of the 27th day of July, 2009, by and between Macatawa Bank Corporation, a Michigan corporation (the “Company”) and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”). This Addendum amends and supplements the Warrant Agreement dated, June 16, 2009, between the Company and the Warrant Agent (the “Warrant Agreement”).

EXECUTIVE RETIREMENT, TRANSITION AND RELEASE AGREEMENT
Executive Retirement, Transition and Release Agreement • February 15th, 2024 • Macatawa Bank Corp • State commercial banks

This is an Executive Retirement, Transition and Release Agreement (“Agreement”), entered into between Macatawa Bank and Macatawa Bank Corporation (“Macatawa” or “Bank”), and Ronald L. Haan (“Executive”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 14th, 2019 • Macatawa Bank Corp • State commercial banks

This Restricted Stock Agreement (“Agreement”) is made as of the award date set forth above, between MACATAWA BANK CORPORATION, a Michigan corporation (“Macatawa” or the “Company”), and the employee named above (“Employee”). The Employee is employed by Macatawa Bank, a wholly-owned subsidiary of the Company.

SUBSCRIPTION AND PURCHASE AGREEMENT (Series B Noncumulative Convertible Perpetual Preferred Stock) Macatawa Bank Corporation
Subscription and Purchase Agreement • July 2nd, 2009 • Macatawa Bank Corp • State commercial banks • Michigan

Re: Series B Noncumulative Convertible Perpetual Preferred Stock - If you wish to subscribe, please sign and return this Subscription Agreement and the attached Accredited Investor Questionnaire

SUBSCRIPTION AND PURCHASE AGREEMENT Macatawa Bank Corporation
Subscription and Purchase Agreement • November 5th, 2008 • Macatawa Bank Corp • State commercial banks • Michigan
SEPARATION AND GENERAL RELEASE AGREEMENT
Separation and General Release Agreement • December 8th, 2009 • Macatawa Bank Corp • State commercial banks

THIS SEPARATION AND GENERAL RELEASE AGREEMENT ("Agreement") is entered into as of the 4th day of December, 2009, by and among MACATAWA BANK CORPORATION (the "Corporation"), a Michigan corporation, MACATAWA BANK (the "Bank"), a Michigan chartered bank (together, the "Employer"), and PHILIP J. KONING (the "Executive").

Note No. ___________ CUISP No. 554225 AA0
Subordinated Note • July 2nd, 2009 • Macatawa Bank Corp • State commercial banks

THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES ACT OF ANY STATE. EXCEPT AS OTHERWISE PROVIDED IN THE SUBSCRIPTION AGREEMENT REFERENCED IN THIS SUBORDINATED NOTE, THIS SUBORDINATED NOTE MAY NOT BE OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS SUBORDINATED NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE OR OTHER LAWS AS MAY BE APPLICABLE, OR RECEIPT BY MACATAWA BANK CORPORATION OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

STOCK COMPENSATION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • February 24th, 2011 • Macatawa Bank Corp • State commercial banks • Michigan

This STOCK OPTION AGREEMENT is made this day of , 20__ between MACATAWA BANK CORPORATION (the "Company") and __________, an employee of the Company or one of its subsidiaries (the "Employee"), pursuant to the Macatawa Bank Corporation Stock Compensation Plan (the "Plan"). All capitalized defined terms in this Agreement shall have the meaning ascribed to such terms in the Plan, unless other wise defined in this Agreement.

SUBSCRIPTION AND PURCHASE AGREEMENT (SUBORDINATED NOTES) Macatawa Bank Corporation
Subscription and Purchase Agreement • July 2nd, 2009 • Macatawa Bank Corp • State commercial banks • Michigan
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective on the date set forth above. Macatawa Bank
Limited Discretionary Investment Advisory Agreement • May 14th, 2001 • Macatawa Bank Corp • State commercial banks • Michigan
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 1st, 2017 • Macatawa Bank Corp • State commercial banks

THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made by MACATAWA BANK CORPORATION, a Michigan corporation (the "Corporation"), and CRAIG A. HANKINSON ("Executive") as of February 1, 2017. Any reference to the Corporation shall jointly include the Bank and any Affiliate, each as defined below.

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