WESTERN ALLIANCE BANCORPORATION (a Nevada corporation) 29,200,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2009 • Western Alliance Bancorporation • State commercial banks • New York
Western Alliance Bancorporation, a Nevada corporation (the “Company”), confirms its agreements with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette”) and the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe Bruyette is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters of the number of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 4,380,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 4,380,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 4,
DISTRIBUTION AGREEMENT June 3, 2021Distribution Agreement • June 3rd, 2021 • Western Alliance Bancorporation • State commercial banks • New York
Western Alliance Bancorporation, a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and which shall not exceed the Maximum Number of shares of the Common Stock on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
WESTERN ALLIANCE BANCORPORATION Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • August 24th, 2010 • Western Alliance Bancorporation • State commercial banks • New York
Western Alliance Bancorporation, a Nevada corporation (the “Company”), agrees, subject to the terms and conditions stated herein, to issue and sell to Keefe, Bruyette & Woods, Inc. (the “Underwriter”, “you” or “your”) an aggregate of 7,000,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”).
DEPOSIT AGREEMENT among WESTERN ALLIANCE BANCORPORATION, and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., Jointly as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 22, 2021Deposit Agreement • September 22nd, 2021 • Western Alliance Bancorporation • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of September 22, 2021, among (i) Western Alliance Bancorporation, a Delaware corporation, (ii) Computershare Trust Company, N.A., a federally chartered trust company, (iii) Computershare Inc., a Delaware corporation, and (iv) the Holders from time to time of the Receipts described herein.
WESTERN ALLIANCE BANCORPORATION 10% Senior Notes due 2015 Underwriting AgreementUnderwriting Agreement • August 25th, 2010 • Western Alliance Bancorporation • State commercial banks • New York
Keefe, Bruyette & Woods, Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue 4th Floor New York, New York 10019
WESTERN ALLIANCE BANCORPORATION 2002 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT [DOUBLE TRIGGER ACCELERATION – REMOVE HEADING BEFORE ISSUANCE]Stock Option Award Agreement • April 28th, 2005 • Western Alliance Bancorporation • Nevada
PROTECTION AGREEMENTProtection Agreement • April 21st, 2015 • Western Alliance Bancorporation • State commercial banks • Arizona
This PROTECTION AGREEMENT (“Agreement”) is dated as of March 9, 2015, by and between Thomas A. Sa (“Stockholder”) and Western Alliance Bancorporation, a Delaware corporation (“WAL”), and is made with reference to the following facts:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 21st, 2015 • Western Alliance Bancorporation • State commercial banks • Arizona
This Executive Employment Agreement (the “Agreement”) is made and entered into as of March 9, 2015, by and between Thomas A. Sa (the “Executive”) and Western Alliance Bank, an Arizona corporation (the “Bank”).
WESTERN ALLIANCE BANCORPORATION $175,000,000 6.25% SUBORDINATED DEBENTURES DUE 2056 UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2016 • Western Alliance Bancorporation • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WESTERN ALLIANCE BANCORPORATION AND WESTERN LIBERTY BANCORP DATED AS OF August 17, 2012Merger Agreement • August 22nd, 2012 • Western Alliance Bancorporation • State commercial banks • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2012 (this “Agreement”), is entered into by and between Western Alliance Bancorporation (“WAL”), a Nevada corporation, and Western Liberty Bancorp, a Delaware corporation (“Target”).
AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENTDistribution Agency Agreement • October 30th, 2014 • Western Alliance Bancorporation • State commercial banks • New York
This Amended and Restated Distribution Agency Agreement (the “Agreement”) amends and restates in its entirety the Distibution Agency Agreement, dated as of June 4, 2014 (the “Original Agreement”), between Western Alliance Bancorporation, a Delaware corporation (“Company”), and Credit Suisse Securities (USA) LLC (the “Manager”).
EXECUTIVE RESTRICTED STOCK AGREEMENTExecutive Restricted Stock Agreement • March 2nd, 2020 • Western Alliance Bancorporation • State commercial banks • Arizona
Western Alliance Bancorporation (the "Company") has granted to the Participant (or "you") named in the Notice of Grant of Restricted Stock (the "Grant Notice") to which this Executive Restricted Stock Agreement (the "Agreement") is attached an Award consisting of Restricted Stock subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Western Alliance Bancorporation 2005 Stock Incentive Plan (the "Plan"), as amended to the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan (the "Plan Prospectus") in the form most recently prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Plan, (b) accepts the Award subject to
Re: Executive Participation Agreement Western Alliance Bancorporation Severance and Change in Control PlanExecutive Participation Agreement • July 30th, 2021 • Western Alliance Bancorporation • State commercial banks
Western Alliance Bancorporation (the “Company”) has established the Western Alliance Bancorporation Severance and Change in Control Plan (the “Plan”). The Plan provides severance payments and benefits to certain eligible executives in the event of an Involuntary Termination or Qualified Retirement. You are eligible to participate in the Plan.
June 22, 2015Merger Agreement • June 22nd, 2015 • Western Alliance Bancorporation • State commercial banks
600,000,000 Aggregate Principal Amount of 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 WESTERN ALLIANCE BANCORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2021 • Western Alliance Bancorporation • State commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2007 • Western Alliance Bancorporation • State commercial banks • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of October, 2006, by and between Alta Alliance Bank, a California corporation (hereinafter “Bank”), and Arnold T. Grisham, an individual (hereinafter “Executive”).
WESTERN ALLIANCE BANCORPORATION PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • February 28th, 2024 • Western Alliance Bancorporation • State commercial banks • Delaware
Western Alliance Bancorporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Units (the “Grant Notice”) to which this Performance Stock Unit Agreement (the “Agreement”) is attached an Award consisting of Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Western Alliance Bancorporation 2005 Stock Incentive Plan, as amended and restated effective April 7, 2023 (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan (the “Plan Prospectus”) in the form most recently prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Plan, (b) accepts the Award subject to all of
EXECUTIVE RESTRICTED STOCK AGREEMENTExecutive Restricted Stock Agreement • February 28th, 2024 • Western Alliance Bancorporation • State commercial banks • Delaware
Western Alliance Bancorporation (the “Company”) has granted to the Participant (or “you”) named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Executive Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Western Alliance Bancorporation 2005 Stock Incentive Plan, as amended and restated effective April 7, 2023 (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan (the “Plan Prospectus”) in the form most recently prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Plan, (b) accepts t
WESTERN ALLIANCE BANCORPORATION DEFERRED STOCK UNIT AGREEMENTDeferred Stock Unit Agreement • August 1st, 2024 • Western Alliance Bancorporation • State commercial banks • Delaware
Western Alliance Bancorporation (the “Company”) has granted to the Participant named in the Notice of Grant of Deferred Stock Units (the “Grant Notice”) to which this Deferred Stock Unit Agreement (the “Agreement”) is attached an Award consisting of Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Western Alliance Bancorporation 2005 Stock Incentive Plan, as amended and restated effective April 7, 2023 (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan (the “Plan Prospectus”) in the form most recently prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Plan, (b) accepts the Award subject to
NON-COMPETE COVENANTNon-Compete Covenant • April 28th, 2005 • Western Alliance Bancorporation • Nevada
This Non-Compete Covenant (“Covenant”) is being entered into _______________ by and between the undersigned senior executive or director of Western Alliance Bancorporation, a Nevada corporation (the “Company”) and the Company, and is made with reference to the following facts:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 21st, 2016 • Western Alliance Bancorporation • State commercial banks • New York
This ASSET PURCHASE AGREEMENT, dated as of March 29, 2016 (the “Agreement Date”), is made by and between GE Capital US Holdings, Inc., a Delaware corporation (“Seller” and, together with the Seller Designees permitted pursuant to this Agreement, the “Seller Parties”), and Western Alliance Bank, an Arizona corporation (“Buyer” and, together with Seller, the “Parties”).
SUPPORT AGREEMENTSupport Agreement • February 15th, 2006 • Western Alliance Bancorporation • State commercial banks • Nevada
This Support Agreement (this “Agreement”) is dated as of December 30, 2005, among Western Alliance Bancorporation, a Nevada corporation (“Acquirer”), and the shareholders of Intermountain First Bancorp, a Nevada corporation (“IFB”), executing this Agreement on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”).
WESTERN ALLIANCE BANCORPORATION AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENTDistribution Agreement • February 28th, 2022 • Western Alliance Bancorporation • State commercial banks • New York
Reference is made to the Distribution Agreement, dated June 3, 2021 (the “Original Agreement”), as amended by Amendment No. 1, dated November 18, 2021 (“Amendment No. 1”), by and among Western Alliance Bancorporation, a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC and Piper Sandler & Co., as agents and/or principal under any Terms Agreement (as defined in Section 1(a) of the Original Agreement) (each, an “Agent” and, collectively, the “Agents”). All capitalized terms used in this Amendment No. 2 to the Distribution Agreement (this “Amendment No. 2”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Distribution Agreement. For the avoidance of doubt, all references to the Distribution Agreement in any document related to the transactions contemplated by the Distribution Agreement shall be to the Original Agreement as amended by this Amendment.
CONFIDENTIAL April 3, 2006Letter of Agreement • May 15th, 2006 • Western Alliance Bancorporation • State commercial banks • California
Western Alliance Bancorporation (“WAL”) and the undersigned organizers (“Organizers”) and proposed executive officers (“Officers”) of Alta California Bank (Proposed) (“ACB”) are entering into this Letter of Agreement (this “Letter”) to confirm their understanding regarding the organization of ACB. The Organizers and Officers are referred to herein collectively as the “Organizing Group”. WAL is a registered bank holding company, the common stock of which is traded on the New York Stock Exchange (“NYSE”). This Letter expresses the terms and conditions pursuant to which the parties are prepared to enter into the transactions described herein.
SECURITIES PURCHASE AGREEMENT WESTERN ALLIANCE BANCORPORATION Common Stock, par value $0.0001 per share $11.50 per shareSecurities Purchase Agreement • October 2nd, 2008 • Western Alliance Bancorporation • State commercial banks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into by and between Western Alliance Bancorporation, a Nevada corporation (the “Corporation”), and each purchaser identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”) with respect to each Investor’s purchase, severally and not jointly, of the number of shares of common stock of the Corporation, par value $0.0001 per share, set forth on the signature pages hereto (the “Shares”).
AGREEMENT AND PLAN OF MERGER among WESTERN ALLIANCE BANK, ORANGE COUNTY BANCORP, CENTENNIAL BANK, AND LANDAMERICA FINANCIAL GROUP, INC. (In Dissolution) Dated as of January 18, 2013Merger Agreement • January 22nd, 2013 • Western Alliance Bancorporation • State commercial banks • California
AGREEMENT AND PLAN OF MERGER, dated January 18, 2013 (this “Agreement”), by and among Western Alliance Bank, an Arizona corporation (“Acquiror”), LandAmerica Financial Group, Inc., a Virginia corporation in dissolution (“LFG”), Orange County Bancorp, a California corporation and wholly-owned subsidiary of LFG (the “Sole Stockholder” and, together with LFG, “Sellers”) and Centennial Bank, a California industrial bank and wholly-owned subsidiary of Sole Stockholder (“Centennial Bank”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • March 2nd, 2020 • Western Alliance Bancorporation • State commercial banks • Arizona
This Separation and Release of Claims Agreement ("Agreement") is entered into by and between Western Alliance Bank, an Arizona corporation (the "Employer"), Western Alliance Bancorporation, a Delaware corporation ("WAL"), their subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents ( collectively referred to herein as the "Employer Group"), and James Haught (the "Employee") (the Employer Group and the Employee are collectively referred to herein as the "Parties").
SUPPORT AGREEMENTSupport Agreement • March 13th, 2015 • Western Alliance Bancorporation • State commercial banks • Delaware
This Support Agreement (this “Agreement”) is dated as of March 9, 2015 among Western Alliance Bancorporation, a Delaware corporation (“WAL”), and the undersigned shareholder of Bridge Capital Holdings, a California corporation (“Bridge”) (the “Shareholder”).
WESTERN ALLIANCE BANCORPORATION (a Nevada corporation) 29,200,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2009 • Western Alliance Bancorporation • State commercial banks • New York
Western Alliance Bancorporation, a Nevada corporation (the “Company”), confirms its agreements with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette”) and the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe Bruyette is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters of the number of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 4,380,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 4,380,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 4,
UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220 September 27, 2011Securities Purchase Agreement • September 28th, 2011 • Western Alliance Bancorporation • State commercial banks • New York
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2008 • Western Alliance Bancorporation • State commercial banks • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 29th day of September, 2008 by and among Western Alliance Bancorporation, a Nevada corporation (the “Company”), and the “Investors” executing this Agreement (each, a “Holder”) and named in that certain Purchase Agreement by and among the Company and the Investors dated the date hereof (the “Purchase Agreement”).
Troutman Pepper Hamilton Sanders LLP 401 9th Street, N. W., Suite 1000 Washington, D.C. 20004-2134 troutman.comUnderwriting Agreement • June 7th, 2021 • Western Alliance Bancorporation • State commercial banks
We have acted as counsel to Western Alliance Bancorporation, a Delaware corporation (the “Company”), in connection with the issuance and sale to the Underwriters by the Company of $600,000,000 in aggregate principal amount of the Company’s 3.00% Fixed to Floating Rate Subordinated Notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement dated June 3, 2021 (the “Agreement”) between the Company and you, as the Representative of the several Underwriters. The Notes will be issued pursuant to the Subordinated Debt Indenture dated as of June 7, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of June 7, 2021, between the Company and the Trustee (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). This opinion letter is furnis
WESTERN ALLIANCE BANCORPORATIONNonqualified Stock Option Agreement • August 11th, 2005 • Western Alliance Bancorporation • State commercial banks
Western Alliance Bancorporation, a Nevada corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.0001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2005 Stock Incentive Plan (the “Plan”).
Barbara J. Kennedy Subject: Terms of Employment Dear Barbara:Employment Agreement • April 30th, 2019 • Western Alliance Bancorporation • State commercial banks • Arizona
This letter sets forth our agreement regarding the terms of your employment to fill the position of EVP and Chief Human Resources Officer of Western Alliance Bank (“WAB”) and Western Alliance Bancorporation (“WAL”) (collectively WAB and WAL are the “Company”).
CLIFFORD CHANCE US LLP Execution VersionNote Purchase Agreement • July 1st, 2021 • Western Alliance Bancorporation • State commercial banks • New York
Dated as of June 28, 2021 WESTERN ALLIANCE BANK$242,000,000.00SENIOR UNSECURED CREDIT-LINKED NOTES DUE DECEMBER 30, 2024andTHE PURCHASERS PARTY HERETO NOTE PURCHASE AGREEMENT
