EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2010 (the “Effective Date”) by and between Midland States Bancorp, Inc., (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Jeffrey Ludwig (“Executive”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of April 7, 2014 (the “Agreement Date”), by and between MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), and ANDREW S. LOVE, an individual resident of the State of Missouri (the “Restricted Person,” and together with Acquiror, the “Parties”); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (the “Effective Date”), and if the Merger Agreement is terminated prior to the Merger being consummated, this Agreement shall be null and void and the Parties shall have no further obligations hereunder.
ContractStock Purchase Warrant • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THE ACT AND ANY REQUIRED QUALIFICATION UNDER APPLICABLE STATE AND FOREIGN LAW OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW.
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENTSupplemental Retirement Benefit Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This Supplemental Retirement Benefit Agreement (the “Agreement”) by and between Midland States Bancorp, Inc., located in Effingham, Illinois (the “Employer”), and Leon J. Holschbach (“Executive”), effective as of the 16th day of November 2015, formalizes the agreements and understanding between the Employer and Executive.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
This REGISTRATION RIGHTS AGREEMENT, dated as of January 18, 2011, is entered into between MIDLAND STATES BANCORP, INC., an Illinois corporation (the “Company”), and the RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (the “Initial Holder”).
AGREEMENT AND PLAN OF MERGER AMONG MIDLAND STATES BANCORP, INC., HB ACQUISITION LLC AND LOVE SAVINGS HOLDING COMPANY APRIL 7, 2014Merger Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 7, 2014, by and among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), HB ACQUISITION LLC, an Illinois limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and LOVE SAVINGS HOLDING COMPANY, a Missouri corporation (the “Company”).
AMENDMENT AGREEMENTAmendment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of May 11, 2011, is by and between MIDLAND STATES BANCORP, INC., an Illinois corporation and successor by merger to Midland States Bancorp, Inc., a Delaware corporation (“Borrower”), and RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (“Lender”).
SHAREHOLDERS’ AGREEMENTShareholders' Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of April 7, 2014, among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Midland”), and those shareholders of LOVE SAVINGS HOLDING COMPANY, a Missouri corporation (“LSHC”) whose names appear on the signature page of this Agreement (individually, a “Shareholder,” and collectively, the “Shareholders”); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of November 6, 2014, by and among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), HB ACQUISITION LLC, an Illinois limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and LOVE SAVINGS HOLDING COMPANY, a Missouri corporation (the “Company”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT, dated as of DECEMBER 10, 2013, is entered into between MIDLAND STATES BANCORP, INC., an Illinois corporation (the “Company”), and the RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (the “Initial Holder”).
SHAREHOLDERS’ AGREEMENTShareholders Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of April 7, 2014, among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Midland”), and those shareholders of LSHC whose names appear on the signature page of this Agreement (individually, a “Shareholder,” and collectively, the “Shareholders”); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of April 7, 2014, among MIDLAND STATES BANCORP, INC., an Illinois corporation (“Acquiror”), HALLMARK INVESTMENT CORPORATION, a Missouri corporation (“Hallmark”), each of the Persons listed on ANNEX A hereto (individually, an “LSHC Shareholder,” and collectively, the “LSHC Shareholders” and together with Hallmark, the “LSHC Parties”) and each of the Persons listed on ANNEX B hereto (collectively, the “McDonnell Family”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Missouri
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2014, is entered into among MIDLAND STATES BANCORP, INC., an Illinois corporation (the “Company”), and the Persons whose signatures appear on the signature page to this Agreement (collectively, the “Initial Holders,” and individually, an “Initial Holder”). References to “Holders” include the Initial Holders and any Person who subsequently becomes a transferee of Registrable Securities and a party to this Agreement in accordance with Section 12.
TRANSITIONAL EMPLOYMENT AGREEMENTTransitional Employment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks • Illinois
THIS TRANSITIONAL EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2015 (the “Effective Date”) by and between Midland States Bancorp, Inc., (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Leon J. Holschbach (“Executive”). As used in this Agreement, capitalized terms have the meanings set forth in Section 5.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2016 • Midland States Bancorp, Inc. • State commercial banks
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 2, 2016 by and between Midland States Bancorp, Inc. (the “Company”), Midland States Bank, an Illinois banking corporation (the “Bank”) (the Bank and the Company hereinafter collectively referred to as the “Employer”), and Jeffrey Ludwig (“Executive”).
