Birmingham Bloomfield Bancshares Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Michigan

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 10th day of March, 2005, by and between Bank of Birmingham, a Michigan state bank (“Bank”), and Jeffrey S. Bonk, an individual resident of the State of Michigan (“Executive”).

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SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Michigan

This Warrant Agreement (“Agreement”) is executed as of this ____ day of _______, 200__ by Birmingham Bloomfield Bancshares, a Michigan corporation (“Company”), in favor of the persons listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

ORGANIZER WARRANT AGREEMENT
Organizer Warrant Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Michigan

This Warrant Agreement (“Agreement”) is executed as of this ____ day of _______, 200__ by Birmingham Bloomfield Bancshares, a Michigan corporation (“Company”), in favor of the organizers listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

CONSULTING AGREEMENT
Consulting Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares

This Consulting Agreement ("Agreement") is entered into on this 1st day of August, 2004, by and between Dan Hudson acting under the name of Bankmark & Financial Marketing Services ("Bankmark"), with offices at 15950 North Dallas Parkway, Suite 525, Dallas, TX 75248 and Birmingham Bloomfield Bancorp ("Bank"), with organizational offices at 3707 W. Maple Rd., Bloomfield Hills, MI. Other references made to the term "Bank" represent the de novo bank and its Organizers.

CONSULTING AGREEMENT
Consulting Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Michigan

This Agreement (“Agreement”) is entered into as of the 20th day of December, 2004 by and between Birmingham Bloomfield Bancorp, Inc. (“Company”), a corporation organized under the laws of the State of Michigan, and Richard Miller, an adult individual residing in the State of Michigan (“Consultant”).

SMALL BUSINESS LENDING FUND — SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 3rd, 2011 • Birmingham Bloomfield Bancshares • 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 SBLF funds.

AMENDMENT #1 TO THE LANCE N. KRAJACIC, JR. EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Birmingham Bloomfield Bancshares • State commercial banks

THIS AMENDMENT (this “Amendment”), is made and entered into as of December 29, 2008 by and between BANK OF BIRMINGHAM., a Michigan state bank (the “Bank”) and LANCE N. KRAJACIC, JR., (the “Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 21st, 2009 • Birmingham Bloomfield Bancshares • State commercial banks • Michigan

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 18th day of May, 2009, by and between Bank of Birmingham, a Michigan state bank (“Bank”), and Robert Farr, an individual resident of the State of Michigan (“Executive”).

BIRMINGHAM BLOOMFIELD BANCSHARES, INC. up to 1,800,000 Shares of Common Stock with up to 360,000 related Warrants Subscription Price $10.00 Per Share PLACEMENT AGENT AGREEMENT May 8, 2006
Birmingham Bloomfield Bancshares • May 12th, 2006 • State commercial banks • Michigan

Birmingham Bloomfield Bancshares, Inc., a Michigan corporation (the “Company”) proposes, subject to the terms and conditions stated in this letter agreement (the “Agreement”) to engage Gregory J. Schwartz & Co., a Michigan corporation (“Schwartz & Co.”) as agent of the Company to assist in the sale, on a “best efforts” basis, of a minimum of up to 1,300,000 shares, and up to a maximum of 1,800,000 shares, no par value per share, of the common stock of the Company (“Shares” or “Common Stock”), with attached warrants (one warrant for each five Shares purchased) (together with the Shares, “Units”).

BIRMINGHAM BLOOMFIELD BANCSHARES, INC. up to 1,800,000 Shares of Common Stock with up to 360,000 related Warrants Subscription Price $10.00 Per Share PLACEMENT AGENT AGREEMENT May 5, 2006
Birmingham Bloomfield Bancshares • May 12th, 2006 • State commercial banks • Michigan

Birmingham Bloomfield Bancshares, Inc., a Michigan corporation (the “Company”) proposes, subject to the terms and conditions stated in this letter agreement (the “Agreement”) to engage Bentley Lawrence Securities, Inc., a Michigan corporation (“UNDERWRITER”) as agent of the Company to assist in the sale, on a “best efforts” basis, of a minimum of up to 1,300,000 shares, and up to a maximum of 1,800,000 shares, no par value per share, of the common stock of the Company (“Shares” or “Common Stock”).

Fifth Third Bank Revolving Note
Birmingham Bloomfield Bancshares • October 27th, 2005 • State commercial banks • Michigan
LEASE
Lease • September 6th, 2005 • Birmingham Bloomfield Bancshares

THIS LEASE ("Lease") is made and entered into on this 28th day of January 2005, between THE IRVING I. ROSEN FAMILY LIMITED PARTNERSHIP ("Landlord"), and BIRMINGHAM BLOOMFIELD BANCORP., INC. a Michigan corporation ("Tenant").

RURBANC DATA SERVICES, INC. ITEM PROCESSING SERVICES AGREEMENT
Item Processing Services Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Ohio

This agreement is entered into effective as of February 16, 2005, by and between Rurbanc Data Services, Inc., a wholly owned, subsidiary of Rurban Financial Corporation, an Ohio Corporation located at 401 Clinton Street, Defiance, Ohio 43512 (there after referred to as “RDSI”), and

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 December 18, 2009
Birmingham Bloomfield Bancshares • December 24th, 2009 • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement” ) between United States Department of Treasury ( “Investor” ) and the company named on the signature page hereto (the “Company” ). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 28th, 2008 • Birmingham Bloomfield Bancshares • State commercial banks • Michigan

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 28th day of June, 2007, by and between Bank of Birmingham, a Michigan state bank (“Bank”), and Lance N. Krajacic, Jr., an individual resident of the State of Michigan (“Executive”).

EMPLOYMENT SECURITY AGREEMENT
Employment Security Agreement • November 17th, 2010 • Birmingham Bloomfield Bancshares • State commercial banks • Michigan

THIS EMPLOYMENT SECURITY AGREEMENT (hereinafter referred to as the “Agreement”) entered into November 8, 2010, (“Effective Date”) by and among Birmingham Bloomfield Bancshares, Inc. (the “Company”), its subsidiary Bank of Birmingham, (the “Bank”), and Thomas Dorr (the “Executive”).

OMNIBUS AMENDMENT AGREEMENT
Omnibus Amendment Agreement • April 30th, 2009 • Birmingham Bloomfield Bancshares • State commercial banks • Michigan

This Omnibus Amendment Agreement, dated as of February 6, 2009 (the “Agreement”), is entered into by and between (the “Executive”) and Birmingham Bloomfield Bancshares, Inc. (the “Company”).

ECONOMIC AND APPLICATION AGREEMENT
Economic and Application Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Michigan

This agreement made and entered into this 1st day of` August, 2004, by and between Birmingham Bloomfield Bancorp (hereinafter referred to as “Client”), whose mailing address is 3707 W. Maple Bloomfield Hills, Michigan and Dan Hudson dba Bankmark (hereinafter referred to as “Consultant”), whose principle office is located at 15950 North Dallas Parkway, Suite 525, Dallas, TX 75248.

RURBANC DATA SERVICES, INC. DATA PROCESSING SERVICES AGREEMENT
Processing Services Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Ohio

This agreement is entered into effective as of February 16, 2005, by and between Rurbanc Data Services, Inc., a wholly owned, subsidiary of Rurban Financial Corporation, an Ohio Corporation located at 401 Clinton Street, Defiance, Ohio 43512 (there after referred to as “RDSI”), and

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 21st, 2009 • Birmingham Bloomfield Bancshares • State commercial banks • Michigan

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 18th day of May, 2009, by and between Bank of Birmingham, a Michigan state bank (“Bank”), and Lance N. Krajacic, Jr., an individual resident of the State of Michigan (“Executive”).

INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO BIRMINGHAM BLOOMFIELD BANCSHARES, INC. 2006 STOCK INCENTIVE PLAN
Incentive Stock Option Award Agreement • May 14th, 2007 • Birmingham Bloomfield Bancshares • State commercial banks • Michigan

CERTAIN EARLY DISPOSITIONS OF SHARES PURCHASED UPON EXERCISE OF THIS OPTION (GENERALLY, SALE OF THE SHARES WITHIN TWO YEARS OF THE GRANT DATE OR WITHIN ONE YEAR OF EXERCISE OF THE OPTION) MAY RESULT IN LOSS OF “INCENTIVE STOCK OPTION” TREATMENT. THE COMPANY RECOMMENDS THAT THE PARTICIPANT CONSULT WITH HIS PERSONAL TAX ADVISOR PRIOR TO EXERCISING ANY OPTIONS.

AMENDMENT TO PRE-OPENING FUNDS AGREEMENT
Opening Funds Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares

This AMENDMENT TO PRE-OPENING FUNDS AGREEMENT (this “Amendment”) is made and entered into as of the 2nd day of January 2005, by and between Birmingham Bloomfield Bancorp, Inc., a Michigan corporation (the “Company”), and each of the undersigned individuals (each, an “Organizer,” and collectively, the “Organizers”).

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PRE-OPENING FUNDS AGREEMENT
Pre-Opening Funds Agreement • September 6th, 2005 • Birmingham Bloomfield Bancshares • Michigan

This Pre-Opening Funds Agreement (“Agreement”) is entered into as of the 28 day of July, 2004 by and among Birmingham Bloomfield Bancorp, Inc., a corporation organized under the laws of the State of Michigan (“Company”), and each of the undersigned individuals (each, an “Organizer”).

UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220
Birmingham Bloomfield Bancshares • December 24th, 2009 • State commercial banks • New York

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 April 24, 2009
Birmingham Bloomfield Bancshares • April 30th, 2009 • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

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