Esquire Financial Holdings, Inc. Sample Contracts

ESQUIRE FINANCIAL HOLDINGS, INC. Issuer and Trustee SUBORDINATED DEBT SECURITIES INDENTURE Dated as of _________________
Indenture • October 5th, 2018 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

This INDENTURE, dated as of , is made by and between ESQUIRE FINANCIAL HOLDINGS, INC., a Maryland corporation (the “Company”), and_______________________________, a ______________________, not in its individual capacity but solely as trustee (the “Trustee”).

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Form of Stock Option
Equity Incentive Plan • June 1st, 2021 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as

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ESQUIRE FINANCIAL HOLDINGS, Inc. EMPLOYMENT AGREEMENT
Employment Agreement • May 31st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of October 1, 2015 (the “Effective Date”), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the “Bank”), and Dennis Shields, a resident of New York (“Executive”).

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Stock Option
Equity Incentive Plan • December 21st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This stock option agreement ("Option" or "Agreement") is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the "Plan") of Esquire Financial Holdings, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the "Participant") hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company ("Committee") will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan. Any refere

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Incentive Stock Option Award Agreement
Incentive Stock Option Award Agreement • June 14th, 2024 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent

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Restricted Stock Award
Restricted Stock • June 17th, 2019 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used

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ESQUIRE FINANCIAL HOLDINGS, INC. Garden City, New York 11530
Esquire Financial Holdings, Inc. • May 31st, 2017 • Commercial banks, nec • Delaware

This letter will confirm our agreement that pursuant to and effective as of your purchase of capital stock of Esquire Financial Holdings, Inc. (the “Company”), a Delaware corporation and parent company of Esquire Bank (the “Bank”), CJA Private Equity Financial Restructuring Master Fund I, LP, a Cayman Islands limited partnership (the “Investor”), shall be entitled to the following contractual rights, in addition to any other rights specifically provided to the Investor pursuant to that certain Subscription Agreement dated as of December 23, 2014 by and between the Company and the Investor, including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Subscription Documents”):

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Performance Restricted Stock Unit Award
Equity Incentive Plan • June 14th, 2024 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This performance restricted stock unit agreement (“Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted an award (the “Award”) of performance restricted stock units (the “Performance RSUs”) pursuant to the Plan. The holder of this Award (the “Participant”) hereby accepts this Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitt

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Form of Restricted Stock Award
Equity Incentive Plan • June 1st, 2021 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 23, 2014 by and between Esquire Financial Holdings, Inc., a Delaware corporation and parent company of Esquire Bank (the “Company”), and CJA Private Equity Financial Restructuring Master Fund I, LP, a Cayman Islands limited partnership (“Investor”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Investor hereby agree as follows:

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Shares of Common Stock ESQUIRE FINANCIAL HOLDINGS, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), Esquire Bank, National Association, a national banking association (the “Bank”) and the persons listed in Schedule A hereto (collectively, the “Selling Stockholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of [●] shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares1 of Common Stock. The aforesaid [●] shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the [●] shares of Common Stock subject to the option descri

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Restricted Stock Unit Award
Restricted Stock Unit • December 21st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This restricted stock unit agreement ("Agreement") is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the "Plan") of Esquire Financial Holdings, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a restricted stock unit award ("Restricted Stock Unit" or "Restricted Stock Unit Award") pursuant to the Plan. The holder of this Restricted Stock Unit Award (the "Participant") hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan ("Committee") or the Board shall be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized

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Restricted Stock Award
Restricted Stock Award • December 21st, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This restricted stock agreement ("Restricted Stock Award" or "Agreement") is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the "Plan") of Esquire Financial Holdings, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the "Participant") hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan ("Committee") or the Board will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined

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Non-Qualified Stock Option Award Agreement
Equity Incentive Plan • June 14th, 2024 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent

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2,363,873 Shares of Common Stock ESQUIRE FINANCIAL HOLDINGS, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2017 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), Esquire Bank, National Association, a national banking association (the “Bank”) and the persons listed in Schedule A hereto (collectively, the “Selling Stockholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of 2,363,873 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 354,580 additional shares of Common Stock. The aforesaid 2,363,873 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 354,580 shares of Common Stock subject t

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2019 • Esquire Financial Holdings, Inc. • Commercial banks, nec • New York

This First Amendment, dated as of December 10, 2018 (the “Amendment”), to the Employment Agreement (“Employment Agreement”), dated effective as of October 1, 2015 (the “Effective Date”), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the “Company”), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the “Bank”), and Eric Bader, a resident of New York (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

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Restricted stock award agreement Granted by Esquire financial Holdings, Inc.
Equity Incentive Plan • June 14th, 2024 • Esquire Financial Holdings, Inc. • Commercial banks, nec

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Esquire Financial Holdings, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Exce

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