Exhibit 10.1


 


VOTING AGREEMENT


 


VOTING AGREEMENT (“Agreement”),
dated as of March 29, 2015, by and between Camden National Corporation, a Maine corporation (“Buyer”), and the
undersigned holder (“Shareholder”) of common stock, par value $0.01 per share (“Common Stock”),
of SBM Financial, Inc., a Maryland corporation (the “Company”).


 


WHEREAS, concurrently with the execution
of this Agreement, Buyer, Atlantic Acquisitions, LLC, a Maryland limited liability company (“Merger LLC”), and
the Company have entered into an Agreement and Plan of Merger (as such agreement may be subsequently amended or modified, the “Merger
Agreement”), providing for the merger of Merger LLC with and into the Company (the “Merger”) followed
immediately by a merger of the Company with and into Buyer (the “Upstream Merger”).


 


WHEREAS, the Shareholder beneficially
owns (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
and has sole voting power with respect to the number of shares of Common Stock, and holds stock options or other rights to acquire
the number of shares of Common Stock, indicated opposite the Shareholder’s name on Schedule 1 attached hereto (as
used herein, the term “Shares” means all shares of Common Stock, whether such shares of Common Stock are held
by the Shareholder on the date of this Agreement or are subsequently acquired prior to the Expiration Date (as defined in Section
2), whether by the exercise of any stock options or otherwise);


 


WHEREAS, it is a condition to the
willingness of Buyer and Merger LLC to enter into the Merger Agreement that the Shareholder execute and deliver this Agreement;
and


 


WHEREAS, all capitalized terms used
in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Shareholder and Buyer agree
as follows:


 


1.            Agreement
to Vote Shares. The Shareholder agrees that, prior to the Expiration Date, at any meeting of the shareholders of the Company,
or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, with
respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger and the Upstream Merger)
or any Acquisition Proposal, the Shareholder shall:


 


		(a)	appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum;
and



 




    	 



    	 



    

 


		(b)	vote (or cause to be voted), or deliver a written consent (or cause a consent to be delivered) covering, all of the Shares
that such Shareholder shall be entitled to so vote (i) in favor of adoption and approval of the Merger Agreement and the transactions
contemplated thereby, including the Merger and the Upstream Merger; (ii) against any action or agreement that would result in a
breach in any material respect of any covenant, representation or warranty, or any other obligation or agreement of the Company
contained in the Merger Agreement or of the Shareholder contained in this Agreement, or that would preclude fulfillment of a condition
under the Merger Agreement to the Company’s and Buyer’s respective obligations to consummate the Merger; and (iii)
against any Acquisition Proposal, or any agreement or transaction that is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the transactions contemplated
by the Merger Agreement.



 


Any such vote shall be cast or consent shall be given in accordance
with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present
and for purposes of recording the results of such vote or consent.


 


2.          Expiration
Date. As used in this Agreement, the term “Expiration Date” shall mean the earliest to occur of (i) the
effective time of the Merger (the “Effective Time”), (ii) such date and time as the Merger Agreement shall be
terminated pursuant to Article VIII thereof, or (iii) upon mutual written agreement of the parties hereto to terminate this Agreement.
Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement;
provided, however, that such termination or expiration shall not relieve any party from liability for any willful breach
of this Agreement prior to the termination or expiration hereof.


 


3.          Subsequently
Acquired Shares; Agreement to Retain Shares. The Shareholder agrees that any shares of Common Stock which are
acquired after the date of this Agreement (whether by the exercise of any stock option, purchases in the open market,
privately or otherwise) shall be bound by and subject to the terms of this Agreement. The Shareholder shall not, except as
contemplated by this Agreement or the Merger Agreement, directly or indirectly, (a) sell, assign, transfer, or otherwise
dispose of (including, without limitation, by the creation of a lien, claim, charge or other encumbrance or restriction of
any kind whatsoever), any Shares, (b) enter into any contract, option, commitment or other arrangement or understanding with
respect to the sale, transfer, assignment or other disposition of, any Shares, (c) deposit any Shares in a voting trust or
enter into a voting agreement or similar agreement with respect to any Shares or grant any proxy or power of attorney with
respect thereto other than in accordance with the terms and conditions of this Agreement, or (d) take any action that would
make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing
or disabling the Shareholder from performing the Shareholder’s obligations under this Agreement. Notwithstanding
the foregoing, the Shareholder may make (a) transfers of Shares by will or by operation of law, in which case this
Agreement shall bind the transferee, (b) transfers of Shares in connection with estate and charitable planning purposes,
including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be
bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, and (c) as Buyer may otherwise
agree in writing in its sole discretion; and provided, further that the restrictions set forth in this paragraph 3 shall
terminate upon the Expiration Date.


 




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4.            Representations
and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants
to Buyer and Merger LLC as follows:


 


		(a)	the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s
obligations hereunder;



 


		(b)	this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and
binding agreement of Buyer and Merger LLC) is a valid and legally binding agreement with respect to the Shareholder, enforceable
in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity
principles);



 


		(c)	the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1,
free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever, and has sole, and otherwise
unrestricted, voting and investment power with respect to such Shares.



 


5.           
No Solicitation.  From and after the date hereof until the Expiration Date, the Shareholder, in his, her or its capacity
as a shareholder of the Company, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative
of, such Shareholder or any of his, her or its affiliates, other than the Company in accordance with the terms of the Merger Agreement,
to (and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best efforts to prevent any of his,
her or its representatives or affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (a) initiate,
solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes,
or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding
any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with
respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, (c) enter into any agreement,
agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a “participant”
in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition
Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would
compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with
the terms of the Merger Agreement, (e) initiate a shareholders’ vote or action by consent of the Company’s shareholders
with respect to an Acquisition Proposal, or (f) except by reason of this Agreement, become a member of a “group” (as
such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action
in support of an Acquisition Proposal.


 




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6.          Specific
Enforcement. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be
entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches
of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court
located in the State ofMaine, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements
for the securing or posting of any bond with respect to any such remedy are hereby waived.


 


7.          No
Waivers. No waivers of any breach of this Agreement extended by Buyer to the Shareholder shall be construed as a waiver of
any rights or remedies of Buyer with respect to any other shareholder of the Company who has executed an agreement substantially
in the form of this Agreement with respect to Shares beneficially owned by such shareholder or with respect to any subsequent breach
of the Shareholder or any other such shareholder of the Company. No waiver of any provisions hereof by either party shall be deemed
a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision
hereof by such party.


 


8.          Capacity
as Shareholder. Notwithstanding anything herein to the contrary, the covenants and agreements set forth herein shall not have
any effect on the ability of the Shareholder to exercise his or her duties as a director of the Company, while acting in such capacity
as a director of the Company.  The Shareholder is executing
this Agreement solely in his or her capacity as a shareholder of the Company.


 


9.          Entire
Agreement; Amendments. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect
to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument
in writing signed by each party hereto.


 


10.         Severability.
If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.


 


11.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same instrument.


 


12.         Effect
of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of
this Agreement.


 




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13.         Public
Disclosure. The Shareholder shall not issue any press release or any public statement or other disclosure with respect to this
Agreement, the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, without the prior
consent of Buyer. The Shareholder hereby permits Buyer to publish and disclose in any document and/or schedule filed by Buyer with
the Securities and Exchange Commission such Shareholder’s identity and ownership of Shares and the nature of such Shareholder’s
commitments and obligations pursuant to this Agreement.


 


14.         Assignment.
This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto; provided,
however, that, notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any Subsidiary
wholly owned by it. All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit
of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives,
as the case may be.


 


15.         Governing
Law. This Agreement shall be governed by the laws of the State of Maryland, without giving effect to the principles of conflicts
of laws thereof. The parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the courts
of the State of Maine and of the United States of America located in the State of Maine (the “Maine Courts”)
for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby, waive any objection to
the laying of venue of any such litigation in the Maine Courts and agree not to plead or claim in any Maine Court that such litigation
brought therein has been brought in any inconvenient forum.


 


16.         Waiver
of Jury Trial. The parties hereto hereby waive any right to trial by jury with respect to any action or proceeding related
to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.


 


17.         No
Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this
Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties
hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws
and regulations, and any applicable provision of the Company’s Articles of Incorporation, as amended, the transactions contemplated
by the Merger Agreement and this Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement
is executed by all parties hereto.


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first set forth above.


 


	 	Camden National Corporation
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	SHAREHOLDER
	 	 	 
	 	By:	 
	 	 	Name:


 




    	 



    	 



    

SCHEDULE 1


  


	
        Shareholder
	
        Shares
	
        Options