BankGuam Holding Co Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 1st, 2019 • BankGuam Holding Co • Commercial banks, nec • Guam

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 27, 2019, and is made by and among BANKGUAM HOLDING COMPANY, a Guam corporation (“Company”), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2022 • BankGuam Holding Co • Commercial banks, nec • Guam

This agreement is made and entered into as of the 1st day of January, 2022, by and between BANK OF GUAM, a Guam corporation (herein called the “Bank”) and Symon A. Madrazo (herein called the “Employee”).

LOAN PURCHASE AGREEMENT
Loan Purchase Agreement • December 20th, 2011 • BankGuam Holding Co • Commercial banks, nec • California

THIS LOAN PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2011, by and among WELLS FARGO FINANCIAL GUAM, INC., a Delaware corporation (“Wells Fargo Guam”), and WELLS FARGO FINANCIAL SAIPAN, INC., a Delaware corporation (“Wells Fargo Saipan”; Wells Fargo Guam and Wells Fargo Saipan are collectively referred to herein from time to time as the “Sellers”), and BANK OF GUAM, a Bank organized under the laws of Guam (the “Buyer”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2014 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 27th day of June 2013 by and between BANK OF GUAM, a Guam corporation (herein called the “Bank”) and WILLIAM D. LEON GUERRERO, (herein called the “Executive Vice President”) (herein called “Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2014 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 1st day of May 2013 by and between BANK OF GUAM, a Guam corporation (herein called the “Bank”) and LOURDES A. LEON GUERRERO, (herein called the “President”) (herein called “Agreement”).

AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT
Agreement to Extend Employment Agreement • June 29th, 2018 • BankGuam Holding Co • Commercial banks, nec

This Agreement to Extend Employment Agreement is made as of the 29th day of May, 2018 by and between WILLIAM D. LEON GUERRERO (“Executive Vice President and COO”) and BANK OF GUAM (“Bank”);

Contract
Private Placement Subscription Agreement • September 21st, 2016 • BankGuam Holding Co • Commercial banks, nec • Guam

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SERIES A STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SHARES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WI

VOTING TRUST AGREEMENT
Voting Trust Agreement • April 6th, 2012 • BankGuam Holding Co • Commercial banks, nec

This Voting Trust Agreement is made on Sept. 18, 1990 (the “Agreement”), between those shareholders of the Bank of Guam subscribing their names to this Agreement on the execution page of this Agreement (jointly and severally, the “Shareholders”) and Jesus S. Leon Guerrero, as trustee (the “Trustee”). All of the above parties shall be referred to collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2019 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 1st day of April 2019 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and WILLIAM D. LEON GUERRERO, (herein called the "Chairman of the Board") (herein called “Agreement”).

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • August 16th, 2011 • BankGuam Holding Co • Guam

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (“Reorganization Agreement”) is made and entered into this 29th day of October, 2010, among Lourdes A. Leon Guerrero, a Guam resident, the Bank of Guam (“Bank”), a Territorial bank chartered under the Guam Banking Code; BankGuam Holding Company (“BankGuam Holding Company” or “Holding Company”), a corporation chartered under the Guam Business Corporation Act; and, BankGuam Subsidiary (“Subsidiary”) a corporation chartered under the Guam Business Corporation Act as a subsidiary of BankGuam Holding Company.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2012 • BankGuam Holding Co • Commercial banks, nec

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.2083 per share, of BankGuam Holding Company and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 12, 2012.

VOTING TRUST AGREEMENT
Voting Trust Agreement • March 17th, 2014 • BankGuam Holding Co • Commercial banks, nec

This Voting Trust Agreement (this “VTA”) is made on November 29, 2013, between those shareholders of BankGuam Holding Company subscribing their names to this VTA on the execution page of this VTA (jointly and severally, the “Shareholders”) and Lourdes A. Leon Guerrero, as trustee (the “Trustee”). All of the above parties shall be referred to collectively as the “Parties.”

BANKGUAM HOLDING COMPANY SUBSCRIPTION AGREEMENT
Bankguam Holding Company • September 27th, 2017 • BankGuam Holding Co • Commercial banks, nec

The undersigned (the “Subscriber”) desires to purchase shares of the common stock (the “Shares”) of BankGuam Holding Company, a Guam corporation (the “Company”). Accordingly, the Subscriber agrees as follows:

SUBSTITUTION AGREEMENT AND UNDERTAKING OF BANKGUAM HOLDING COMPANY IN RELATION TO BANK OF GUAM
Substitution Agreement • August 16th, 2011 • BankGuam Holding Co

WHEREAS, this Company, BANKGUAM HOLDING COMPANY (Holding Company), entered into an Agreement and Plan of Reorganization and Merger (the Agreement) with Bank of Guam (Bank), and BankGuam Subsidiary Company (Subsidiary), and Lourdes A. Leon Guerrero on November 1, 2010, pursuant to which Subsidiary will be merged into Bank, and shares of stock of Bank outstanding will be converted into shares of Holding Company (the Merger and Reorganization) upon the Effective Date (the Effective Date) as defined in the Agreement;

SECOND AMENDMENT VOTING TRUST AGREEMENT
Voting Trust Agreement • April 6th, 2012 • BankGuam Holding Co • Commercial banks, nec

This Second Amendment to the Voting Trust Agreement is made on December 29, 1992 (the “Second Amendment”) and amends that Voting Trust Agreement dated September 18, 1990, as amended by that First Amendment to Voting Trust Agreement dated July 8, 1991 (collectively the “Voting Trust Agreement”). The parties to this Second Amendment (the “Parties”) are the shareholders of the Bank of Guam (the “Bank”) who are parties to the Voting Trust Agreement (jointly and severally the “Shareholders”) and Jesus S. Leon Guerrero, as Trustee under the Voting Trust Agreement (“Trustee”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 6th, 2021 • BankGuam Holding Co • Commercial banks, nec • Guam

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2021 and is made by and among BankGuam Holding Company, a Guam corporation (“Company”), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).

AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT
Agreement to Extend Employment Agreement • January 4th, 2018 • BankGuam Holding Co • Commercial banks, nec

This Agreement to Extend Employment Agreement is made as of the 29th day of December, 2017 by and between LOURDES A. LEON GUERRERO (“President and CEO”) and BANK OF GUAM (“Bank”);

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 13th, 2021 • BankGuam Holding Co • Commercial banks, nec

This Second Amendment to a certain Stock Purchase Agreement (“Second Amendment”) is made and entered into as of the date indicated below, by and among BANK GUAM HOLDING COMPANY, a bank holding company formed under the laws of the Territory of Guam (hereinafter referred to as, the “Buyer”), and DAVID J. JOHN, (hereinafter referred to as the “Seller”). Each of Seller and Buyer is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2019 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 1st day of April 2019 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and JOAQUIN P. L.G. COOK, (herein called the "President") (herein called “Agreement”).

SECOND AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT
Extend Employment Agreement • June 29th, 2018 • BankGuam Holding Co • Commercial banks, nec

This Agreement to Extend Employment Agreement is made as of the 26th day of March, 2018 by and between LOURDES A. LEON GUERRERO (“President and CEO”) and BANK OF GUAM (“Bank”);

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 10th, 2019 • BankGuam Holding Co • Commercial banks, nec

This First Amendment to certain Stock Purchase Agreement (“First Amendment”) is entered into as of the date indicated below, by and among BANKGUAM HOLDING COMPANY, a bank holding company (“Company”) and DAVID J. JOHN (“Seller”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2022 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 25th day of June 2022 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and JOAQUIN P. L.G. COOK, (herein called the "President") (herein called “Agreement”).

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FIRST AMENDMENT TO VOTING TRUST AGREEMENT
Voting Trust Agreement • April 6th, 2012 • BankGuam Holding Co • Commercial banks, nec

This First Amendment to the Voting Trust Agreement is made on July 8, 1991 (the “First Amendment”) and amends that Voting Trust Agreement (the “Voting Trust Agreement”) dated September 18, 1990, between certain shareholders of the Bank of Guam (jointly and severally the “Shareholders”) and Jesus S. Leon Guerrero, as Trustee (the “Trustee”). The Shareholders and the Trustee shall be hereafter referred to collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2019 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 1st day of April 2019 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and MARIA EUGENIA H. LEON GUERRERO, (herein called the "Executive Vice President") (herein called “Agreement”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 8th, 2016 • BankGuam Holding Co • Commercial banks, nec • Guam

This STOCK PURCHASE AGREEMENT, dated as of May 27, 2016, is made and entered into by and among BANKGUAM HOLDING COMPANY, bank holding company formed under the laws of the Territory of Guam (hereinafter referred to as, the “Buyer”), and DAVID J. JOHN, (hereinafter referred to as the “Seller”). Each of Seller and Buyer is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2022 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 25th day of June 2022 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and MARIA EUGENIA H. LEON GUERRERO, (herein called the "Executive Vice President") (herein called “Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2017 • BankGuam Holding Co • Commercial banks, nec • Guam

This Agreement is made and entered into as of the 11th day of January, 2017, by and between BANK OF GUAM, a Guam corporation (herein called the “Bank”) and Francisco M. Atalig (herein called the “Employee”).

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