Summit Financial Group Inc Sample Contracts

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Exhibit 99(d) FORM OF AFFILIATE'S AGREEMENT SUMMIT FINANCIAL GROUP, INC.
Affiliate Agreement • October 13th, 1999 • South Branch Valley Bancorp Inc • National commercial banks
Exhibit (2) AGREEMENT AND PLAN OF MERGER August 6, 1997
Merger Agreement • April 6th, 1998 • South Branch Valley Bancorp Inc • National commercial banks • West Virginia
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 17th, 2021 • Summit Financial Group, Inc. • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of November 16, 2021 and is made by and among Summit Financial Group, Inc., a West Virginia corporation and registered bank holding company (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

SUMMIT FINANCIAL GROUP, INC. As Issuer, and UMB BANK, N.A. As Trustee INDENTURE Dated as of November 16, 2021
Indenture • November 17th, 2021 • Summit Financial Group, Inc. • State commercial banks • New York
PURCHASE AND ASSUMPTION AGREEMENT dated as of April 22, 2021 between MVB BANK, INC. and SUMMIT COMMUNITY BANK, INC.
Purchase and Assumption Agreement • April 23rd, 2021 • Summit Financial Group, Inc. • State commercial banks • West Virginia

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of April 22, 2021 (this “Agreement”), is by and between MVB Bank, Inc., a West Virginia banking corporation (“Seller”), and Summit Community Bank, Inc., a West Virginia banking corporation (“Purchaser”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • September 23rd, 2020 • Summit Financial Group Inc • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 22, 2020, and is made by and between Summit Financial Group, Inc., a West Virginia corporation (the “Company”), and the purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (the “Purchaser” and, together with the several other purchasers of the Subordinated Notes, the “Purchasers”).

SUMMIT FINANCIAL GROUP, INC. AS ISSUER, AND AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF [________________, _______] SUBORDINATED DEBT SECURITIES CROSS- REFERENCE TABLE
Subordinated Indenture • May 3rd, 2021 • Summit Financial Group, Inc. • State commercial banks • New York

Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Indenture dated as of __________, 2021.

SECURITIES PURCHASE AGREEMENT dated as of August 22, 2014 between SUMMIT FINANCIAL GROUP, INC. and CASTLE CREEK CAPITAL PARTNERS V, LP
Securities Purchase Agreement • August 25th, 2014 • Summit Financial Group Inc • State commercial banks • Delaware

SECURITIES PURCHASE AGREEMENT, dated as of August 22, 2014 (this “Agreement”), between Summit Financial Group, Inc., a West Virginia corporation (the “Company”), and Castle Creek Capital Partners V, LP, a Delaware limited partnership (the “Investor”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • November 17th, 2021 • Summit Financial Group, Inc. • State commercial banks • New York
SEVENTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 19th, 2016 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of the 11th day of February, 2016, by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).

FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2014 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of the 20th day of February, 2014, by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).

TENTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2019 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS TENTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of the 7th day of February, 2019, by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).

EXECUTIVE SALARY CONTINUATION AGREEMENT EFFECTIVE JANUARY 1, 2009
Executive Salary Continuation Agreement • March 1st, 2012 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS AGREEMENT, made and entered into as of the 23rd day of February, 2012, by and between Summit Community Bank, Inc. (hereinafter referred to as the “Bank”), and Bradford E. Ritchie, an Executive of the Bank (hereinafter referred to as the “Executive”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 12th, 2022 • Summit Financial Group, Inc. • State commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2022 (this “Agreement”), is entered into between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“Summit”), and PSB HOLDING CORP., a Maryland corporation (“PSB”). Summit and PSB are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

SUMMIT FINANCIAL GROUP, INC. FORM OF NON-QUALIFIED STOCK OPTION GRANT AGREEMENT FOR OFFICERS (Fully-Vested)
Non-Qualified Stock Option Grant Agreement • August 10th, 2009 • Summit Financial Group Inc • National commercial banks

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute and attest this Non-Qualified Stock Option Grant Agreement, and to apply the corporate seal hereto, and Participant has placed his or her signature, effective as of the Date of Grant.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Summit Financial Group Inc • National commercial banks • West Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) made in duplicate originals this _22nd_ day of _December_, 2008, and effective as of July 1, 2004 (unless specifically stated otherwise), is between SUMMIT FINANCIAL GROUP, INC. (“Summit”), SUMMIT COMMUNITY BANK, INC., successor in interest to Capital State Bank, Inc., (the “Company”), and C. DAVID ROBERTSON (“Employee”).

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SUMMIT FINANCIAL GROUP, INC. AS ISSUER, AND AS TRUSTEE, SENIOR INDENTURE DATED AS OF [________________, _______] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE
Senior Indenture • May 3rd, 2021 • Summit Financial Group, Inc. • State commercial banks • New York

Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Indenture dated as of __________, 2021.

TWELFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2021 • Summit Financial Group, Inc. • State commercial banks • West Virginia

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of the 11th day of February, 2021, by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).

AGREEMENT AND PLAN OF REORGANIZATION dated as of June 9, 2008 by and among SUMMIT FINANCIAL GROUP, INC. AND GREATER ATLANTIC FINANCIAL CORP. AND SFG II, INC.
Merger Agreement • June 12th, 2008 • Summit Financial Group Inc • National commercial banks • Delaware

AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 9, 2008 (this “Agreement”), by and among GREATER ATLANTIC FINANCIAL CORP. (“GAFC”), SUMMIT FINANCIAL GROUP, INC. (“Summit”) and SFG II, INC. (“Merger Sub”).

FORM OF SMMF AFFILIATE AGREEMENT
Affiliate Agreement • August 25th, 2023 • Summit Financial Group, Inc. • State commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 24, 2023, is by and among BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (“BHRB”), SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“SMMF”), and the undersigned shareholder of SMMF (“Shareholder”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined herein).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 18th, 2010 • Summit Financial Group Inc • National commercial banks

This Indemnification Agreement (“Agreement”) is made and entered into as of the 11th day of February, 2010, by and between Georgette R. George, (“Director”) and the Summit Financial Group, Inc. (the “Company”).

FORM OF BHRB AFFILIATE AGREEMENT
Affiliate Agreement • August 25th, 2023 • Summit Financial Group, Inc. • State commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 24, 2023, is by and among BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (“BHRB”), SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“SMMF”), and the undersigned shareholder of BHRB (“Shareholder”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined herein).

SUMMIT FINANCIAL GROUP, INC. 2009 OFFICER STOCK OPTION PLAN FORM OF QUALIFIED STOCK OPTION GRANT AGREEMENT (Installment Vesting)
Qualified Stock Option Grant Agreement • August 10th, 2009 • Summit Financial Group Inc • National commercial banks
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2009 • Summit Financial Group Inc • National commercial banks • West Virginia

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Second Amendment”), is entered into as of the _10th_ day of _December_, 2009, by and between SUMMIT FINANCIAL GROUP, INC. (“Summit”), SUMMIT COMMUNITY BANK, INC., successor in interest to Capital State Bank, Inc., (the “Company”), and C. DAVID ROBERTSON (“Employee”).

AGREEMENT AND PLAN OF MERGER by and between SUMMIT FINANCIAL GROUP, INC. and PEOPLES BANKSHARES, INC. Dated as of July 24, 2018
Merger Agreement • July 24th, 2018 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2018 (this “Agreement”), is entered into between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“Summit”), and PEOPLES BANKSHARES, INC., a West Virginia corporation (“Peoples”). Summit and Peoples are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2011 • Summit Financial Group Inc • State commercial banks

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”) is made and entered into effective the 15th day of March, 2011 by and between SUMMIT FINANCIAL GROUP, INC. (“Summit FGI”), and DOUGLAS T. MITCHELL (the “Employee”).

AGREEMENT AND PLAN OF MERGER by and between SUMMIT FINANCIAL GROUP, INC. and FIRST CENTURY BANKSHARES, INC. Dated as of June 1, 2016
Merger Agreement • June 3rd, 2016 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 1, 2016 (this “Agreement”), is entered into between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“Summit”), and FIRST CENTURY BANKSHARES, INC., a West Virginia corporation (“First Century”). Summit and First Century are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

AGREEMENT AND PLAN OF MERGER by and between SUMMIT FINANCIAL GROUP, INC. and
Merger Agreement • September 18th, 2019 • Summit Financial Group Inc • State commercial banks • West Virginia

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2019 (this “Agreement”), is entered into between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“Summit”), and CORNERSTONE FINANCIAL SERVICES, INC., a West Virginia corporation (“Cornerstone”). Summit and Cornerstone are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

AMENDMENT NO. ONE TO RABBI TRUST FOR SUMMIT FINANCIAL GROUP, INC. DIRECTORS DEFERRAL PLAN
Rabbi Trust Amendment • March 16th, 2009 • Summit Financial Group Inc • National commercial banks

THIS AMENDMENT NO. ONE TO RABBI TRUST FOR THE SUMMIT FINANCIAL GROUP, INC. DIRECTORS DEFERRAL PLAN, is made and entered into this _9th____ day of _October___, 2008, effective January 1, 2005, by and between Summit Financial Group, Inc., a company having its principal place of business in West Virginia, or any successor thereto (hereinafter referred to as “Company”), and the trust department of Summit Community Bank, as successor in interest to South Branch Valley National Bank, a banking corporation with its principal place of business in West Virginia, or any successor corporation (hereinafter refereed to as the “Trustee”).

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