PROFESSIONAL HOLDING CORP. Coral Gables, Florida 33146Investor Rights Letter Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your purchase of capital stock of Professional Holding Corp. (the “Company”), a Florida corporation and parent company of Professional Bank, a Florida-chartered commercial bank (the “Bank”), BayBoston Capital L.P., a Delaware limited partnership (the “Investor”), shall be entitled to the contractual rights set forth in this Letter Agreement, in addition to any other rights specifically provided to Investor pursuant to that certain Stock Purchase Agreement dated as of February 17, 2017 by and among the Company and certain investors, including Investor (the “Agreement”), including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Transaction Documents”). Capitalized terms not defined in this Letter Agreement shall have the meanings ascribed in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Employment Agreement (the "Agreement") is made as of this 16th day of July, 2019, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. Iglesias (the "Executive").
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 9th day of August, 2019, by and between Professional Holding Corp, a Florida corporation (“PHC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Employment Agreement (this “Agreement”) is made as of this 2nd day of May, 2018 (the “Effective Date”), by and among Professional Holding Corp., a Florida corporation (the “Parent”), Professional Bank, a Florida state-chartered commercial bank (the “Bank”), and Daniel R. Sheehan (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Employment Agreement (the “Agreement”) is made as of this 28th day of November, 2018, by and between Professional Bank (the “Bank”), and Ryan Gorney (the “Executive”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a Restricted Stock award granted on __________________ (the “Effective Date”) by Professional Holding Corp., a Florida corporation (the “Company”), to _________________________ (the “Participant”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Professional Holding Corp. 2019 Equity Incentive Plan (the “Plan”).
ContractLetter Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks
February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Amendment to Letter Agreement Dated April 1, 2015 Dear Carlos: This letter will confirm the mutual agreement between Professional Holding Corp. ("PHC") and BayBoston Capital L.P. ("BayBoston") that the first sentence of that certain letter agreement, dated as of April 1, 2015, by and between PHC and BayBoston (the "Letter Agreement") is hereby deleted in its entirety and replaced with the following: This letter will confirm our mutual understanding that BayBoston Capital L.P. (the "Fund") shall have the right to designate one board member of Professional Holdings Corp. (the "Company") as well as its wholly owned subsidiary, Professional Bank (the "Bank"). The Company agrees to take all necessary steps to cause the prompt appointment (within 45 days of the closing date of Fund's acquisition of Class A Voting Common Stock of the Company, as described in further detail
AGREEMENT AND PLAN OF MERGER By and Between PROFESSIONAL HOLDING CORP. and MARQUIS BANCORP, INC.Merger Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of the 9th day of August, 2019, by and between Professional Holding Corp., a Florida corporation (“PHC”), and Marquis Bancorp, Inc., a Florida corporation (“MBI” and, together with PHC, the “Parties” and each a “Party”).
UNIT AGREEMENT PROFESSIONAL HOLDING CORP. SHARE APPRECIATION RIGHTS PLANShare Appreciation Rights Plan Unit Agreement • September 30th, 2019 • Professional Holding Corp. • National commercial banks • Florida
This Professional Holding Corp. Share Appreciation Rights Plan Unit Agreement (“Unit Agreement”), dated as of ________________ (“Grant Date”), has been made by and between (i) Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Company”); (ii) Professional Bank (“Bank”), its wholly owned subsidiary, effective as of_____________ (“Effective Date”) (Corporation and Bank are collectively referred to as “Company”); and, (iii) ________________ (“Participant”).
