EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2013 • Talmer Bancorp, Inc. • National commercial banks • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among FIRST MICHIGAN BANCORP, INC., a Michigan corporation (the “Corporation”), FIRST MICHIGAN BANK, a state chartered banking institution and wholly-owned subsidiary of the Corporation (the “Bank”) and DAVID T. PROVOST (“Executive”) is made and entered into as of April 30, 2010 but for all purposes shall be effective as of January 1, 2010 (the “Effective Date”). The Corporation and the Bank shall be collectively referred to herein as the “Company.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2013 • Talmer Bancorp, Inc. • National commercial banks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2010 by First Michigan Bancorp, Inc., a Michigan corporation (together with any successor entity thereto, the “Company”), for the benefit of the Holders (as defined below).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TALMER BANCORP, INC. DATE OF INITIAL ISSUANCE: , 2012Warrant Agreement • September 27th, 2013 • Talmer Bancorp, Inc. • National commercial banks • New York
THIS CERTIFIES THAT, for value received, (the “Holder”) is entitled to purchase, subject to the exercise of and the terms and conditions of this Warrant (including any Warrants issued in exchange, transfer or replacement hereof, the “Warrant”), from Talmer Bancorp, Inc., a Michigan corporation (the “Company”), at any time prior to 5:00 p.m., Eastern Time, on the tenth anniversary of the date of the initial issuance of this Warrant (the “Expiration Time”), up to shares of the Company’s Class A Voting Common Stock, par value $1.00 per share (the “Common Stock”) (as such number of shares may be adjusted in accordance with Section 2 hereof, the “Warrant Shares”), at any time and from time to time, in whole or in part, at an exercise price of $8.00 (subject to adjustment as provided in Section 2 hereof, the “Exercise Price”) per Warrant Share. The Holder may also, at any time and from time to time, in whole or in part, exercise this Warrant pursuant to a Cashless Exercise, as defined and pr
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2013 • Talmer Bancorp, Inc. • National commercial banks • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the Registration Rights Agreement dated March 29, 2010 made and entered into by First Michigan Bancorp, Inc., now Talmer Bancorp, Inc., a Michigan corporation (the “Company”), for the benefit of the Holders (as defined therein) (the “Original Agreement”), is made and entered into by the Company, WLR Recovery Fund IV, L.P. and WLR IV Parallel ESC, L.P. (collectively, the “WLR Funds”) as of February 21, 2012.
AGREEMENT AND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 27th, 2013 • Talmer Bancorp, Inc. • National commercial banks
This AGREEMENT AND AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (the “Amendment”) is made and entered into this 14th day of April, 2010, by and between First Michigan Bancorp, Inc., a Michigan corporation (the “Company”) and the subscribers (the “Subscribers”) identified on the signature pages of this Amendment. The Company and the Subscribers are sometimes referred to herein collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2013 • Talmer Bancorp, Inc. • National commercial banks • Michigan
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [·] (the “Effective Date”), by and between TALMER BANCORP, INC., a Michigan corporation (the “Company”), and [·] (the “Indemnitee”).
