AGREEMENT AND PLAN OF MERGER By And Between NUESTRA TARJETA DE SERVICIOS, INC. (Buyer) AND NBOG BANCORPORATION, INC. (Seller) Dated as of May 5, 2006Merger Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May 5, 2006 is by and between Nuestra Tarjeta de Servicios, Inc., a Georgia corporation ("Buyer"), and NBOG Bancorporation, Inc., a Georgia corporation ("Seller").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made by and between Nuestra Tarjeta de Servicios, Inc., a Georgia corporation (the "Company"), and Richard Chambers, now a resident of Tennessee who will become an individual resident of Georgia on or about 1-1-06 (the "Executive"), as of this 5th day of July, 2006.
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Florida
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Florida
TRANSITION AGREEMENTTransition Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia
THIS TRANSITION AGREEMENT (hereinafter, "Transition Agreement" or "Agreement") is made as of the 14th day of June, 2006 (the "Effective Date") by and between SunTrust Bank, a Georgia banking corporation, as successor-in-interest to National Bank of Commerce ("STB"), and Nuestra Tarjeta de Servicios, Inc. ("NTS")(STB and NTS are referred to sometimes hereinafter as the "parties" or separately as a "party").
Winder, GA 30680Loan Agreement • February 13th, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Georgia
EL BANCO FINANCIAL CORPORATION AGENCY AGREEMENTAgency Agreement • September 8th, 2006 • El Banco Financial Corp • Functions related to depository banking, nec • Georgia
El Banco Financial Corporation, a Georgia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to engage the sales agent identified on the signature page to this Agreement (the "Agent" or "you") to assist the Company on a "best efforts" basis in the sale of the Company's common stock, $.01 par value per share (the "Shares").
ContractWarrant Agreement • March 9th, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Georgia
THE WARRANTS EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED OR SOLD IN RELIANCE ON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT AND STATE LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND STATE LAWS.
SALES AND MARKETING AGREEMENTSales and Marketing Agreement • February 13th, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Georgia
This Sales and Marketing Agreement (the “Agreement”) is entered into on February 8, 2007 (the “Effective Date”), by and among Banuestra Financial Corporation, a Georgia corporation (“Banuestra”) and Assuris, LLC, a Georgia limited liability company (“Assuris”; together with Banuestra, the “Parties”).
EL BANCO FINANCIAL CORPORATION WARRANT AGREEMENT July 19, 2006Warrant Agreement • February 13th, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Georgia
Pursuant to the Loan and Security Agreement (“the “Loan Agreement”) between El Banco Financial Corporation (f/k/a Nuestra Tarjeta de Servicios, Inc.) (the “Company”) and Nuestra Loan LLC, the Company hereby grants to the person identified above as the Warrant Holder warrants (the “Warrants”) to purchase the number of shares of common stock of the Company (“Common Stock” or “Shares”) set forth above. Defined terms used herein shall have the meanings set forth in the Loan Agreement. Such Warrants are granted on the following terms and conditions:
BANK LEASE AND MARKETING AGREEMENTBank Lease and Marketing Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia
THIS BANK LEASE AND MARKETING AGREEMENT (together with the Exhibits and Schedules referred to herein, the "Agreement") is entered into as of December 6, 2003 by and between National Bank of Commerce, a national banking association organized under the laws of the United States with its main office located in Memphis, Tennessee ("Bank"), and Nuestra Tarjeta de Servicios, Inc., a Georgia corporation ("NTS").
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2007 • Banuestra Financial CORP • Functions related to depository banking, nec • Florida
ESCROW AGREEMENTEscrow Agreement • September 8th, 2006 • El Banco Financial Corp • Functions related to depository banking, nec • Georgia
This ESCROW AGREEMENT ("Agreement"), made and entered into as of , 2006, by and among EL BANCO FINANCIAL CORPORATION, a Georgia corporation ("EBFC"), FLAG BANK, a Georgia banking corporation (the "Escrow Agent"), and the undersigned sales agents (the "Sales Agents").
