STOCK CONVERSION, VOTING AND SUPPORT AGREEMENTStock Conversion, Voting and Support Agreement • October 5th, 2012 • MFP Investors LLC • State commercial banks • Washington
This Stock Conversion, Voting and Support Agreement (“Agreement”) is made and entered into by and between Columbia Banking System, Inc., a Washington corporation (“Purchaser”), and MFP Partners, L.P. (“Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.
COMMON STOCK PURCHASE WARRANT S&W SEED COMPANYSecurity Agreement • March 27th, 2023 • MFP Investors LLC • Agricultural production-crops • New York
This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, the receipt and sufficiency of which is hereby acknowledged, MFP Partners, L.P. or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the close of business on the five-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from S&W Seed Company, a Nevada corporation (the “Company”), up to 1,300,000 fully paid, nonassessable shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) of this Warrant.
COMMON STOCK PURCHASE WARRANT S&W SEED COMPANYSecurities Agreement • October 7th, 2022 • MFP Investors LLC • Agricultural production-crops • New York
This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, the receipt and sufficiency of which is hereby acknowledged, MFP Partners, L.P. or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the close of business on the five-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from S&W Seed Company, a Nevada corporation (the “Company”), up to 500,000 fully paid, nonassessable shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c) of this Warrant.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2013 • MFP Investors LLC • Retail-variety stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2012 • MFP Investors LLC • Retail-women's clothing stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2023 • MFP Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • April 19th, 2013 • MFP Investors LLC • Retail-family clothing stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 2021 • MFP Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 27th, 2017 • MFP Investors LLC • Operators of nonresidential buildings
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 7th, 2015 • MFP Investors LLC • Agricultural production-crops
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • February 3rd, 2015 • MFP Investors LLC • Agricultural production-crops • New York
VOTING AGREEMENT, DATED AS OF DECEMBER 30, 2014 (THIS "AGREEMENT"), BY AND AMONG S&W SEED COMPANY, A NEVADA CORPORATION (THE "COMPANY"), AND THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO UNDER THE HEADING "SHAREHOLDERS" (EACH, A "SHAREHOLDER" AND COLLECTIVELY, THE "SHAREHOLDERS").
JOINT FILING AGREEMENTJoint Filing Agreement • November 26th, 2014 • MFP Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2013 • MFP Investors LLC • Retail-eating places
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
WAIVER AGREEMENTWaiver Agreement • October 5th, 2012 • MFP Investors LLC • State commercial banks • New York
THIS WAIVER AGREEMENT (the “Waiver Agreement”), dated September 25, 2012, is entered into by and between West Coast Bancorp, an Oregon corporation (the “Company”), and MFP Partners, L.P., a Delaware limited partnership (“MFP”). Capitalized terms used, but not otherwise defined, in this Waiver shall have the meanings given to them in the Investment Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2012 • MFP Investors LLC • Security & commodity brokers, dealers, exchanges & services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECURITIES PURCHASE AGREEMENT by and among THE UNITED STATES DEPARTMENT OF THE TREASURY, MFP Partners, LP and, for the purposes of Section 4.02, Section 5.02(D), Section 7.01 and Section 7.04 of this Agreement, FIRST SECURITY GROUP, INC. Dated as of...Securities Purchase Agreement • April 15th, 2013 • MFP Investors LLC • National commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 9, 2013 by and among the United States Department of the Treasury (the “Seller”), MFP Partners, LP, aDelawarelimited partnership (the “Purchaser”), and, for the purposes of Section 4.02, Section 5.02(D), Section 7.01 and Section 7.04 of this Agreement, First Security Group, Inc., a Tennessee corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 22nd, 2017 • MFP Investors LLC • Retail-eating places
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • July 31st, 2017 • MFP Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2013 • MFP Investors LLC • Retail-women's clothing stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2014 • MFP Investors LLC • Retail-eating places
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2016 • MFP Investors LLC • Retail-lumber & other building materials dealers
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • May 20th, 2024 • MFP Investors LLC • Operators of nonresidential buildings
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2013 • MFP Investors LLC • Retail-women's clothing stores • New York
This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of May 1, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”) and Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road” together with MFP, each an “Investor” and collectively, the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 22nd, 2017 • MFP Investors LLC • Retail-eating places
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • May 16th, 2022 • MFP Investors LLC • Operators of nonresidential buildings
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of Trinity Place Holdings Inc., and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • April 15th, 2013 • MFP Investors LLC • National commercial banks
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • March 8th, 2021 • MFP Investors LLC • Hotels & motels
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • October 5th, 2012 • MFP Investors LLC • State commercial banks
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Stock Purchase AgreementStock Purchase Agreement • August 18th, 2017 • MFP Investors LLC • Agricultural production-crops
This Stock Purchase Agreement (this "Agreement") is made as of August 15, 2017, by and between MFP Partners, L.P., a Delaware limited partnership ("Buyer"), and RMB Capital Management LLC, on behalf of the entities listed on Exhibit A to this Agreement (collectively, "Seller"). Buyer and Seller are referred to from time to time in this Agreement individually as a "Party" and together as the "Parties."
JOINT FILING AGREEMENTJoint Filing Agreement • January 30th, 2015 • MFP Investors LLC • Retail-women's clothing stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • February 5th, 2013 • MFP Investors LLC • Retail-women's clothing stores • Florida
This VOTING AGREEMENT (this “Agreement”), dated as of February 5, 2013, is by and among Cache, Inc., a Florida corporation (the “Corporation”), MFP Partners, L.P., a Delaware limited partnership (“MFP”) and Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”). Each of MFP and Mill Road are referred to individually as a “Stockholder” and collectively as the “Stockholders.”
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2022 • MFP Investors LLC • Agricultural production-crops
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the stock of S&W Seed Company, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 6th, 2020 • MFP Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENTPurchase Agreement • February 22nd, 2017 • MFP Investors LLC • Operators of nonresidential buildings
This Agreement (this “Agreement”) is made as of February 14, 2017, by and between MFP Partners, L.P., a Delaware limited partnership ("Buyer"), and DS Fund I LLC, a Florida limited liability company ("Seller"). Buyer and Seller are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2022 • MFP Investors LLC • Beverages
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
