SMALL BUSINESS LENDING FUND—SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2012 • First NBC Bank Holding Co • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
WARRANT AGREEMENTWarrant Agreement • November 9th, 2012 • First NBC Bank Holding Co • State commercial banks • Louisiana
This Warrant Agreement (“Agreement”) is executed as of this nineteenth day of May, 2006 by First NBC Bank, a Louisiana banking corporation (“Bank”), in favor of the organizers listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CENTRAL PROGRESSIVE BANK, LACOMBE, LOUISIANA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST NBC BANK DATED AS OF NOVEMBER 18, 2011Purchase and Assumption Agreement • November 9th, 2012 • First NBC Bank Holding Co • State commercial banks
THIS AGREEMENT, made and entered into as of the 18th day of November, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CENTRAL PROGRESSIVE BANK, LACOMBE, LOUISIANA (the “Receiver”), FIRST NBC BANK, organized under the laws of the State of Louisiana, and having its principal place of business in NEW ORLEANS, LOUISIANA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
FIRST NBC BANK HOLDING COMPANY STOCK OPTION AGREEMENTStock Option Agreement • November 9th, 2012 • First NBC Bank Holding Co • State commercial banks
THIS STOCK OPTION AGREEMENT (“Agreement”), dated as of [—] (the “Date of Grant”), between First NBC Bank Holding Company (“FNBC”) and [—] (the “Optionee”).
First NBC Bank Holding CompanyFirst NBC Bank Holding Co • November 9th, 2012 • State commercial banks • Louisiana
Reference is made to (i) the Securities Purchase Agreement by and between First NBC Bank Holding Company, a Louisiana corporation (the “Corporation”), and Castle Creek Capital Partners IV, L.P., a Delaware limited partnership (the “VCOC Investor”), dated as of June 29, 2011 (the “Securities Purchase Agreement”), pursuant to which the VCOC Investor agreed to purchase from the Corporation shares of its common stock, par value $1.00 per share (the “Common Stock”), and shares of its Series C Preferred Stock, no par value per share (the “Preferred Stock” and, together with the Common Stock, the “Stock”), and (ii) the letter agreement between the Corporate and the VCOC Investor, dated as of June 29, 2011 (the “Original VCOC Letter”), pursuant to which the Corporation granted the VCOC Investor rights similar to those in this letter agreement. This letter agreement is intended to amend and restate the Original VCOC Letter. Capitalized terms used herein without definition shall have the respect
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • November 9th, 2012 • First NBC Bank Holding Co • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of the series of its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which was exercised by the Investor at Closing.
