Exhibit D SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF MILLENNIUM BROKERAGE GROUP, LLC A Tennessee Limited Liability Company DATED AS OF: October ___, 2005 SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF MILLENNIUM BROKERAGE GROUP, LLCOperating Agreement • October 13th, 2005 • Enterprise Financial Services Corp • State commercial banks
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is entered into and shall be effective as of the ____ day of October, 2005, by and between the persons who are identified as Members on Exhibit A attached hereto and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act, on the following terms and conditions:
Exhibit C-1 MILLENNIUM BROKERAGE GROUP, LLC EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2005 • Enterprise Financial Services Corp • State commercial banks
THIS AGREEMENT, is made by and between William L. Zelenik (the “Employee”) and MILLENNIUM BROKERAGE GROUP, LLC, a Tennessee limited liability company (the “Company”), effective as of ______________, 2005 (the “Effective Date”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between ENTERPRISE FINANCIAL SERVICES CORP., MILLENNIUM HOLDING COMPANY, INC., MILLENNIUM BROKERAGE GROUP, LLC, WILLIAM L. ZELENIK, JOHN W. BOHLMAN, JR., JOHN R. GILLENWATER, JAMES L. LAUGHLIN II, DENNIS...Membership Interest Purchase Agreement • October 13th, 2005 • Enterprise Financial Services Corp • State commercial banks • Missouri
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made this 13th day of October, 2005 by and among ENTERPRISE FINANCIAL SERVICES CORP., a Delaware corporation (“EFSC”), MILLENNIUM HOLDING COMPANY, INC., a Missouri corporation (“Acquisition Sub” and collectively with EFSC, “Purchaser”), MILLENNIUM BROKERAGE GROUP, LLC, a Tennessee limited liability company (the “Company”), MILLENNIUM HOLDINGS, LLC, a Tennessee limited liability company (“Diamond”), and the members of the Company that have executed the signature page of this Agreement (collectively, the “Sellers”).
