GUARANTEE AGREEMENTGuarantee Agreement • June 10th, 2016 • Paragon Commercial CORP • State commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 18, 2004, is executed and delivered by Paragon Commercial Corporation, incorporated in North Carolina (the “Guarantor”), and JPMorgan Chase Bank, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Paragon Commercial Capital Trust I, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED INDENTURE between PARAGON COMMERCIAL CORPORATION and WILMINGTON TRUST COMPANY as Trustee Dated as of May 30, 2006Junior Subordinated Indenture • June 10th, 2016 • Paragon Commercial CORP • State commercial banks • New York
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its unsecured junior subordinated deferrable interest notes (the “Securities”) issued to evidence loans made to the Company of the proceeds from the issuance by Paragon Commercial Capital Trust II, a Delaware statutory trust (the “Trust”), of undivided preferred beneficial interests in the assets of the Trust (the “Preferred Securities”) and undivided common beneficial interests in the assets of the Trust (the “Common Securities” and, collectively with the Preferred Securities, the “Trust Securities”), and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered; and
AMENDED AND RESTATED TRUST AGREEMENT among PARAGON COMMERCIAL CORPORATION as Depositor WILMINGTON TRUST COMPANY as Property Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees Dated as of May 30, 2006 PARAGON COMMERCIAL...Trust Agreement • June 10th, 2016 • Paragon Commercial CORP • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 30, 2006, among (i) Paragon Commercial Corporation, a North Carolina corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Robert C. Hatley, an individual, and Steven E. Crouse, an individual, each of whose address is c/o Paragon Commercial Corporation, 3605 Glenwood Avenue, Suite 100, Raleigh, North Carolina 27612, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT between PARAGON COMMERCIAL CORPORATION As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of May 30, 2006 PARAGON COMMERCIAL CAPITAL TRUST IIGuarantee Agreement • June 10th, 2016 • Paragon Commercial CORP • State commercial banks • New York
GUARANTEE AGREEMENT, dated as of May 30, 2006, executed and delivered by PARAGON COMMERCIAL CORPORATION, a North Carolina corporation (the “Guarantor”) having its principal office at 3605 Glenwood Avenue, Suite 100, Raleigh, North Carolina 27612, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Paragon Commercial Capital Trust II, a Delaware statutory trust (the “Issuer”).
Shares PARAGON COMMERCIAL CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2016 • Paragon Commercial CORP • State commercial banks • Florida
PARAGON COMMERCIAL BANK SALARY CONTINUATION AGREEMENT FOR STEVEN E. CROUSESalary Continuation Agreement • January 5th, 2017 • Paragon Commercial CORP • State commercial banks • North Carolina
This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 29th day of December, 2016, by and between Paragon Commercial Bank, a North Carolina-chartered bank (the “Bank”), and Steven E. Crouse, an executive of the Bank (the “Executive”).
PARAGON COMMERCIAL BANK SALARY CONTINUATION AGREEMENT FOR MATTHEW C. DAVISSalary Continuation Agreement • January 5th, 2017 • Paragon Commercial CORP • State commercial banks • North Carolina
This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 29th day of December, 2016, by and between Paragon Commercial Bank, a North Carolina-chartered bank (the “Bank”), and Matthew C. Davis, an executive of the Bank (the “Executive”).
Paragon Commercial Bank Endorsement Split Dollar AgreementEndorsement Split Dollar Agreement • May 26th, 2016 • Paragon Commercial CORP • State commercial banks • North Carolina
This Endorsement Split Dollar Agreement (this “Agreement”) is entered into as of this 1st day of July, 2007 by and between Paragon Commercial Bank, a North Carolina-chartered bank (the “Bank”), and Matthew C. Davis, its Senior Vice President (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
CHANGE-IN-CONTROL AGREEMENTChange-in-Control Agreement • May 26th, 2016 • Paragon Commercial CORP • State commercial banks • North Carolina
This CHANGE-IN-CONTROL AGREEMENT (“Agreement”) is entered into as of this 28th day of March, 2013, between and among Matthew C. Davis, its Executive Vice President and Chief Operating Officer (the “Executive”), Paragon Commercial Corporation, a North Carolina corporation, and Paragon Commercial Bank, a state-chartered commercial bank and wholly-owned subsidiary of Paragon Commercial Corporation (hereafter sometimes referred to collectively and individually as “Paragon”).
TAX SHARING AGREEMENTTax Sharing Agreement • March 11th, 2016 • Paragon Commercial CORP • State commercial banks • North Carolina
THIS TAX SHARING AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of March 8, 2016, by and between PARAGON COMMERCIAL BANK (hereinafter referred to as the “Bank”) and PARAGON COMMERCIAL CORPORATION, the parent holding company of the Bank (hereinafter referred to as the “Holding Company”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2016 • Paragon Commercial CORP • State commercial banks
This FIRST AMENDMENT (this “Amendment”) to that certain EMPLOYMENT AGREEMENT (the “Agreement”) by and among Robert C. Hatley (the “Executive”), Paragon Commercial Corporation, a North Carolina corporation (the “Corporation”), and Paragon Commercial Bank, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”), is entered into and effective as of October 27, 2015. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.
Paragon Commercial Bank Amendment of the Salary Continuation AgreementSalary Continuation Agreement • March 11th, 2016 • Paragon Commercial CORP • State commercial banks
This Amendment of the Paragon Commercial Bank Salary Continuation Agreement (“Amendment”) is entered into and shall be effective as of May 20, 2014 (the “Effective Date”) by and between Paragon Commercial Bank, a North Carolina-chartered commercial bank (the “Bank”), and Robert C. Hatley, an executive of the Bank (the “Executive”).
Paragon Commercial Bank Amendment of the Salary Continuation AgreementSalary Continuation Agreement • May 26th, 2016 • Paragon Commercial CORP • State commercial banks
This Amendment of the Paragon Commercial Bank Salary Continuation Agreement (“Amendment”) is entered into and shall be effective as of May 20, 2014 (the “Effective Date”) by and between Paragon Commercial Bank, a North Carolina-chartered commercial bank (the “Bank”), and Steven E. Crouse, an executive of the Bank (the “Executive”).
Paragon Commercial Corporation Paragon Commercial Bank Amendment of the Change- In-Control AgreementChange-in-Control Agreement • May 26th, 2016 • Paragon Commercial CORP • State commercial banks
This Amendment of the Change-In-Control Agreement is entered into and shall be effective as of May 20, 2014 (the “Effective Date”), by and between Paragon Commercial Corporation, a North Carolina corporation, Paragon Commercial Bank, a North Carolina state-chartered commercial bank and wholly-owned subsidiary of Paragon Commercial Corporation (hereby referred to collectively as “Paragon”), and Matthew C. Davis, an executive of the Bank (the “Executive”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2017 • Paragon Commercial CORP • State commercial banks
This SECOND AMENDMENT (this “Second Amendment”) to that certain EMPLOYMENT AGREEMENT (the “Agreement”) by and among Robert C. Hatley (the “Executive”), Paragon Commercial Corporation, a North Carolina corporation (the “Corporation”), and Paragon Commercial Bank, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”), is entered into and effective as of December 29, 2016. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.
Paragon Commercial Bank Amendment of the Salary Continuation AgreementSalary Continuation Agreement • March 11th, 2016 • Paragon Commercial CORP • State commercial banks
This Amendment of the Paragon Commercial Bank Salary Continuation Agreement (“Amendment”) is entered into and shall be effective as of May 20, 2014 (the “Effective Date”) by and between Paragon Commercial Bank, a North Carolina-chartered commercial bank (the “Bank”), and Matthew C. Davis, an executive of the Bank (the “Executive”).
Paragon Commercial Corporation Paragon Commercial Bank Amendment of the Change- In-Control AgreementChange-in-Control Agreement • May 26th, 2016 • Paragon Commercial CORP • State commercial banks
This Amendment of the Change-In-Control Agreement is entered into and shall be effective as of May 20, 2014 (the “Effective Date”), by and between Paragon Commercial Corporation, a North Carolina corporation, Paragon Commercial Bank, a North Carolina state-chartered commercial bank and wholly-owned subsidiary of Paragon Commercial Corporation (hereby referred to collectively as “Paragon”), and Steven E. Crouse, an executive of the Bank (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2016 • Paragon Commercial CORP • State commercial banks • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 1st day of September, 2013, by and among Robert C. Hatley (the “Executive”), Paragon Commercial Corporation, a North Carolina corporation (the “Corporation”), and Paragon Commercial Bank, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”). The Corporation and the Bank are hereinafter sometimes referred to together or individually as the “Employer.”
AGREEMENT AND PLAN OF REORGANIZATION by and among TOWNEBANK, TB ACQUISITION, LLC, PARAGON COMMERCIAL CORPORATION and PARAGON COMMERCIAL BANK April 26, 2017Agreement and Plan of Reorganization • May 1st, 2017 • Paragon Commercial CORP • State commercial banks • Virginia
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of April 26, 2017, by and among TowneBank, a Virginia banking corporation (“Towne”), TB Acquisition, LLC, a Virginia limited liability company and wholly owned subsidiary of Towne (“Towne Merger Sub”), Paragon Commercial Corporation, a North Carolina business corporation (“Holding Company”), and Paragon Commercial Bank, a North Carolina banking corporation and wholly owned subsidiary of Holding Company (“Bank Subsidiary”).
AMENDMENT TO PARAGON COMMERCIAL BANK SALARY CONTINUATION AGREEMENT FOR MATTHEW C. DAVISSalary Continuation Agreement • May 9th, 2017 • Paragon Commercial CORP • State commercial banks
This AMENDMENT TO PARAGON COMMERCIAL BANK SALARY CONTINUATION AGREEMENT (this “Amendment”) is entered into as of this 26th day of April, 2017, by and between Paragon Commercial Bank, a North Carolina-chartered bank (the “Bank”), and Matthew C. Davis, an executive of the Bank (the “Executive”).
