SUBORDINATED INDENTURE HOWARD BANCORP, INC. as the Company and as Trustee Dated as of [_________________] CROSS-REFERENCE TABLEHoward Bancorp Inc • December 1st, 2016 • State commercial banks • Maryland
HOWARD BANCORP, INC., AS ISSUER AND AS TRUSTEE SENIOR INDENTURE DATED AS OF [________________, _______] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • July 17th, 2017 • Howard Bancorp Inc • State commercial banks • New York
THIS INDENTURE, dated as of [_____________,______] between Howard Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Maryland (the "Company"), and [________________] (the "Trustee," which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
2,400,000 Shares* HOWARD BANCORP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2017 • Howard Bancorp Inc • State commercial banks • Florida
Howard Bancorp, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 2,400,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”). The aggregate of 2,400,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 360,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2011 • Howard Bancorp Inc • 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 funds appropriated under SBLF.
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • December 6th, 2018 • Howard Bancorp Inc • State commercial banks • Maryland
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2013 • Howard Bancorp Inc • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 9th day of September, 2004, between Howard Bank (the “Bank” or “Employer”), a Maryland-chartered trust Company, and George C. Coffman, a resident of the State of Maryland (the “Employee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2016 • Howard Bancorp Inc • State commercial banks • Maryland
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 30th day of September, 2014, between Howard Bank (the “Bank” or “Employer”), a Maryland-chartered trust Company, and Robert A. Altieri, a resident of the State of Maryland (the “Executive”).
Howard Bancorp, Inc. 2013 Equity Incentive Plan Stock Option Grant AgreementStock Option Grant Agreement • October 28th, 2013 • Howard Bancorp Inc • State commercial banks • Maryland
This Stock Option Grant Agreement (the “Agreement”) is entered into on [INSERT DATE], by and between Howard Bancorp, Inc., a Maryland corporation (the “Company”), and [INSERT OPTIONEE NAME] (the “Optionee”), effective as of [INSERT GRANT DATE] (the “Grant Date”).
LEASE BETWEEN HOWARD BANK, AS TENANT AND the entities set forth in exhibit a hereto, AS LANDLORDLease • February 13th, 2012 • Howard Bancorp Inc • State commercial banks • Maryland
THIS LEASE is dated as of December 27, 2011 between the Landlord and the Tenant named below, and is of space in the Building described below.
Memorandum of Clarification For Employment Agreement Paul G. BrownEmployment Agreement • April 4th, 2013 • Howard Bancorp Inc • State commercial banks
Howard Bank (the “Bank”) and the undersigned executive officer of the Bank (the “Executive”) are parties to an Employment Agreement, the original date of which is set forth below (the “Agreement”), intended to govern the employment relationship of the Executive by the Bank. The parties desire to clarify and implement certain provisions of the Agreement by the execution of this Memorandum and without a more formal amendment of the Agreement, although it is understood that the following provisions shall in all respects govern the administration and interpretation of the Agreement and, as such, should be considered as amending the Agreement as appropriate:
Howard Bancorp, Inc. 2013 Equity Incentive Plan Incentive Stock Option Grant AgreementIncentive Stock Option Grant Agreement • October 28th, 2013 • Howard Bancorp Inc • State commercial banks • Maryland
This Incentive Stock Option Grant Agreement (the “Agreement”) is entered into on [INSERT DATE], by and between Howard Bancorp, Inc., a Maryland corporation (the “Company”), and [INSERT OPTIONEE NAME] (the “Optionee”), effective as of [INSERT GRANT DATE] (the “Grant Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2017 • Howard Bancorp Inc • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 12th day of March, 2017, between Howard Bank (the “Bank” or “Employer”), a Maryland-chartered trust Company, and Steven M. Poynot, a resident of the State of Maryland (the “Executive”).
Maximum of 1,150,891 Shares HOWARD BANCORP, INC. AGENCY AGREEMENTAgency Agreement • May 2nd, 2012 • Howard Bancorp Inc • State commercial banks • Maryland
Howard Bancorp, Inc., a Maryland corporation (the “Company”), and Howard Bank, a Maryland trust company operating as a commercial bank (the “Bank”), confirm their agreement with Griffin Financial Group, LLC (the “Agent”) with respect to the offer and sale by the Company of up to 1,150,891 common shares, $0.01 par value per share (the “Shares”).
AGREEMENT AND PLAN OF MERGER between F.N.B. CORPORATION and HOWARD BANCORP, INC. Dated as of July 12, 2021Agreement and Plan of Merger • July 13th, 2021 • Howard Bancorp Inc • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2021 (this “Agreement”), between F.N.B. CORPORATION, a Pennsylvania corporation (“FNB”), and HOWARD BANCORP, INC., a Maryland corporation (“HBI”).
BRANCH PURCHASE AND ASSUMPTION AGREEMENTBranch Purchase and Assumption Agreement • April 29th, 2014 • Howard Bancorp Inc • State commercial banks • Maryland
This BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is made and executed as of the 24th day of April, 2014, by and between Howard Bank, a Maryland trust company operating as a commercial bank with its main office located in Ellicott City, Maryland (“Buyer”), and NBRS Financial Bank, a Maryland chartered commercial bank with its main office located in Rising Sun, Maryland (“Seller”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2019 • Howard Bancorp Inc • State commercial banks • Maryland
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 20th day of March, 2019, between Howard Bank (the “Bank”), a Maryland-chartered trust company, and Howard Bancorp, Inc. (together with the Bank, the “Employer” and a single party hereto), a Maryland corporation, and Mary Ann Scully, a resident of the State of Maryland (the “Executive”).
HOWARD BANCORP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 28th, 2013 • Howard Bancorp Inc • State commercial banks • Maryland
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of the Date of Grant by and between Howard Bancorp, Inc., a Maryland corporation (the “Corporation”), and the above-listed participant (“Participant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 2nd, 2020 • Howard Bancorp Inc • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 29 day of May 2020, between Howard Bank (the “Bank” or “Employer”), a Maryland-chartered trust company, and Robert L. Carpenter, Jr., a resident of the State of Maryland (the “Executive”).
Separation Agreement and General ReleaseSeparation Agreement and General Release • March 15th, 2019 • Howard Bancorp Inc • State commercial banks • Maryland
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (hereinafter, “this Agreement”) is entered into this 13th day of November 2018, by and between Howard Bank, a Maryland chartered trust company (the “Company”) and James D. Witty (the “Executive” or the “Employee”). Collectively, the Company and the Executive shall be referred to as the “Parties”.
SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED PURSUANT TO SUBSCRIPTION RIGHTS DISTRIBUTED TO STOCKHOLDERS OF HOWARD BANCORP, INC. THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., EASTERN TIME,Howard Bancorp Inc • May 2nd, 2012 • State commercial banks
This letter is being distributed by Howard Bancorp, Inc. (“Howard Bancorp”) to all holders of record of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on February 27, 2012 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the Howard Bancorp prospectus dated _______ __, 2012 (the “Prospectus”).
GROUND LEASE AGREEMENT BETWEEN HOPKINS STATION GENERAL PARTNERSHIP Landlord and HOWARD BANK TenantGround Lease Agreement • November 28th, 2011 • Howard Bancorp Inc • Maryland
DATE: November 5, 2004 LANDLORD: Hopkins Station General Partnership c/o Hugh F. Cole, Jr. 8835 Columbia 100 Pkwy. Suite P Columbia, Maryland 21045-2147 TENANT: Howard Bank c/o Mary Ann Scully 6011 University Blvd. Suite 370 Ellicott City, MD 21043
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • November 28th, 2011 • Howard Bancorp Inc
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 the series of its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which was exercised by the Investor at Closing.
FIRST AMENDMENT TO EXECUITVE EMPLOYMENT AGREEMENTExecuitve Employment Agreement • November 7th, 2017 • Howard Bancorp Inc • State commercial banks • Maryland
This First Amendment ("Amendment") to the Amended and Restated Executive Employment Agreement ("Agreement") is made as of the 24th day of May, 2017 by and between Howard Bank ("Bank") a Maryland-chartered trust company and Robert A. Altieri ("Executive"), a resident of the State of Maryland.
OFFICE LEASE AGREEMENT Between Annapolis Exchange Lot IV, LLC (Landlord) and Howard Bank (Tenant) One Annapolis Exchange (Building) 1997 Annapolis Exchange Parkway Annapolis, Maryland (Address)Office Lease Agreement • November 28th, 2011 • Howard Bancorp Inc
THIS OFFICE LEASE AGREEMENT (“Lease”) is made this _____ day of _____ 2009, by and between Annapolis Exchange Lot IV, LLC (the “Landlord”) and Howard Bank, a Maryland banking corporation (the “Tenant”).
INVESTMENT AGREEMENTInvestment Agreement • April 2nd, 2012 • Howard Bancorp Inc • State commercial banks • Maryland
THIS INVESTMENT AGREEMENT (“Agreement”) is made as of March 28, 2012, by and between HOWARD BANCORP, INC., a Maryland corporation (“Issuer”), and Weaver Consulting & Asset Management, LLC d/b/a BATTLEFIELD CAPITAL MANAGEMENT, LLC, a Pennsylvania limited liability company (“Investor”). Investor is entering into this Agreement on behalf of accounts that it manages or advises and for which it has discretionary authority to buy or sell shares.
AMENDMENT TO GROUND LEASE AGREEMENTGround Lease Agreement • November 28th, 2011 • Howard Bancorp Inc
THIS AMENDMENT TO GROUND LEASE AGREEMENT is made this 26th day of January, 2007, by and between HOPKINS STATION GENERAL PARTNERSHIP, a Maryland general partnership (the “Landlord”), and HOWARD BANK (the “Tenant”).
FIRST AMENDMENT TO EXECUITVE EMPLOYMENT AGREEMENTExecuitve Employment Agreement • November 7th, 2017 • Howard Bancorp Inc • State commercial banks • Maryland
This First Amendment ("Amendment") to the Amended and Restated Executive Employment Agreement ("Agreement") is made as of the 24th day of May, 2017 by and between Howard Bank ("Bank") a Maryland-chartered trust company and Steven M Poynot ("Executive"), a resident of the State of Maryland.
ContractAgreement and Plan of Reorganization • August 18th, 2017 • Howard Bancorp Inc • State commercial banks • Maryland
HOWARD BANCORP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • October 28th, 2013 • Howard Bancorp Inc • State commercial banks • Maryland
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of the Date of Grant by and between Howard Bancorp, Inc., a Maryland corporation (the “Corporation”), and the above-listed participant (“Participant”).
FIRST AMENDMENT TO BRANCH PURCHASE AND ASSUMPTION AGREEMENTBranch Purchase and Assumption Agreement • August 27th, 2013 • Howard Bancorp Inc • State commercial banks
THIS FIRST AMENDMENT TO BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Amendment”) is made as of this 8th day of May, 2013 by and between Howard Bank, a Maryland trust company acting as a commercial bank (“Acquiror”) and Cecil Bank, a Maryland chartered commercial bank. (“Seller”).
SHOPPING CENTER LEASEIndemnity Agreement • November 28th, 2011 • Howard Bancorp Inc
This lease (“Lease”), dated as of JANUARY 22, 2004, by and between HRVC, LLC (“Landlord”) and HOWARD BANK, a Maryland chartered banking institution (“Tenant”);
SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED PURSUANT TO SUBSCRIPTION RIGHTS DISTRIBUTED TO STOCKHOLDERS OF HOWARD BANCORP, INC. THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., EASTERN TIME,Howard Bancorp Inc • February 13th, 2012 • State commercial banks
This letter is being distributed by Howard Bancorp, Inc. (“Howard Bancorp”) to all holders of record of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on [record date] (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the Howard Bancorp prospectus dated _______ __, 2012 (the “Prospectus”).
INVESTMENT AGREEMENTInvestment Agreement • April 2nd, 2012 • Howard Bancorp Inc • State commercial banks • Maryland
THIS INVESTMENT AGREEMENT (“Agreement”) is made as of March 28, 2012, by and between HOWARD BANCORP, INC., a Maryland corporation (“Issuer”), and EMERALD ADVISERS, INC., a Pennsylvania business corporation (“Investor”). Investor is entering into this agreement on behalf of accounts that it manages or advises and for which it has discretionary authority to buy or sell shares.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2019 • Howard Bancorp Inc • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of August 14, 2017 between Howard Bank (the "Bank" or "Employer"), a Maryland-chartered trust company, and Thomas R. Jones, a resident of the State of Maryland (the "Executive").
Separation Agreement and General ReleaseSeparation Agreement and General Release • April 2nd, 2020 • Howard Bancorp Inc • State commercial banks
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (hereinafter, “this Agreement”) is entered into this 28th day of March 2020, by and between Howard Bank (the “Bank”), a Maryland chartered trust company, and Howard Bancorp, Inc. (together with the Bank, the “Employer” and a single party hereto) and George C. Coffman (the “Executive” or the “Employee”). Collectively, the Employer and the Executive shall be referred to as the “Parties”.
