Exhibit 10.5 ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT EXECUTIVE CENTER DEL MAR This Assignment and Assumption Agreement and Consent to Assignment (this "AGREEMENT") is made as of September 22, 1999, by and among PRENTISS...Lease Agreement • December 16th, 2004 • BofI Holding, Inc. • California
INDENTURE BETWEEN BOFI HOLDING, INC. AND AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIES (Issuable in Series)BofI Holding, Inc. • February 28th, 2012 • Savings institution, federally chartered • New York
INDENTURE, dated as of , between BOFI HOLDING, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of _________ __, 2005 (the "Effective Date") by and between BofI Holding, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • February 24th, 2005 • BofI Holding, Inc. • Savings institution, federally chartered • Delaware
RECITALSEmployment Agreement • December 16th, 2004 • BofI Holding, Inc. • California
INDENTURE BY AND BETWEEN AXOS FINANCIAL, INC. AND AS TRUSTEE DATED AS OF __________, 20__ DEBT SECURITIES (Issuable in Series)Indenture • March 2nd, 2021 • Axos Financial, Inc. • Savings institution, federally chartered • New York
BOFI HOLDING, INC. 1,066,327 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2010 • BofI Holding, Inc. • Savings institution, federally chartered • New York
BofI Holding, Inc., a Delaware corporation (the “Company”), proposes, to issue and sell to B. Riley & Co., LLC (the “Underwriter”), pursuant to this Underwriting Agreement (this “Agreement”) an aggregate of 1,066,327 shares (the “Firm Shares”) of common stock, $0.01 par value (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriter the option to purchase from the Company up to an additional 159,949 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
INDENTURE BY AND BETWEEN AXOS FINANCIAL, INC. AND AS TRUSTEE DATED AS OF __________, 20__ DEBT SECURITIES (Issuable in Series)Note • February 29th, 2024 • Axos Financial, Inc. • Savings institution, federally chartered • New York
INDENTURE BY AND BETWEEN BOFI HOLDING, INC. AND AS TRUSTEE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESIndenture • March 5th, 2018 • BofI Holding, Inc. • Savings institution, federally chartered • New York
This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:
BofI Holding, Inc. 6% Series B Non-Cumulative Perpetual Convertible Preferred Stock PLACEMENT AGENT AGREEMENTAgent Agreement • October 4th, 2011 • BofI Holding, Inc. • Savings institution, federally chartered • California
BOFI HOLDING INC.Underwriting Agreement • February 26th, 2016 • BofI Holding, Inc. • Savings institution, federally chartered • New York
BofI Holding, Inc., a Delaware corporation (the “Company”), proposes, subject to the conditions hereinafter stated, to issue and sell to the public through the several Underwriters named in Schedule I attached hereto (the “Underwriters”), an aggregate principal amount of $45,000,000 of the Company’s 6.25% Subordinated Notes due 2026 (the “Firm Securities”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (this “Agreement”) in connection with the public offering (the “Offering”) and sale of the Firm Securities. In addition, the Company proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 3(b) hereof, up to an additional $6,750,000 aggregate principal amount of the Company’s 6.25% Subordinated Notes due 2026 (the “Optional Securities”). The Firm Securities and the Optional Securities are, collectively, hereinafter called the “Securities.” The Securities are to be issued pursuant to the provisions of
OFFICE SPACE LEASE BETWEENOffice Space Lease • December 9th, 2011 • BofI Holding, Inc. • Savings institution, federally chartered • California
THIS LEASE is made as of the day of , 2011, by and between 4350 LA JOLLA VILLAGE LLC, a Delaware limited liability company, hereafter called “Landlord,” and BOFI HOLDING, INC., a Delaware corporation, hereafter called “Tenant.”
RECITALSEmployment Agreement • December 16th, 2004 • BofI Holding, Inc. • California
2,250,000 Shares BofI Holding, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2005 • BofI Holding, Inc. • Savings institution, federally chartered • New York
BofI Holding, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 2,250,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 337,500 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
INDENTURE BETWEEN BOFI HOLDING, INC. AND AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIESBofI Holding, Inc. • February 20th, 2015 • Savings institution, federally chartered • New York
INDENTURE, dated as of , between BOFI HOLDING, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
BofI Holding, Inc. 750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2011 • BofI Holding, Inc. • Savings institution, federally chartered • California
INDENTURE BY AND BETWEEN AXOS FINANCIAL, INC. AND AS TRUSTEE DATED AS OF __________, 20__ SUBORDINATED DEBT SECURITIES (Issuable in Series)Indenture • March 2nd, 2021 • Axos Financial, Inc. • Savings institution, federally chartered • New York
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 24th, 2015 • BofI Holding, Inc. • Savings institution, federally chartered • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • October 4th, 2011 • BofI Holding, Inc. • Savings institution, federally chartered • New York
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • August 3rd, 2018 • BofI Holding, Inc. • Savings institution, federally chartered • Delaware
This PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of August 2, 2018, by and between Nationwide Bank, a federal savings bank (“Seller”), and BofI Federal Bank, a federal savings bank (“Purchaser”). Each of Seller and Purchaser may be referred to, individually, as a “Party” or, collectively, as the “Parties.”
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 18th, 2020 • Axos Financial, Inc. • Savings institution, federally chartered • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of September 18, 2020 (this “Second Supplemental Indenture”), by and between AXOS FINANCIAL, INC. (formerly known as BofI Holding, Inc.), a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
INDENTURE BY AND BETWEEN BOFI HOLDING, INC. AND AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIESIndenture • March 5th, 2018 • BofI Holding, Inc. • Savings institution, federally chartered • New York
INDENTURE, dated as of , between BOFI HOLDING, INC., a Delaware corporation (the “ Company”), having its principal office at , and, as trustee, (the “ Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being.
BOFI HOLDING, INC. AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 3, 2016Supplemental Indenture • March 3rd, 2016 • BofI Holding, Inc. • Savings institution, federally chartered • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 3, 2016, is between BOFI HOLDING, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
DIGITLORDsm WEBSITE LEASE AGREEMENTWebsite Lease Agreement • April 2nd, 2007 • BofI Holding, Inc. • Savings institution, federally chartered • California
This Website Lease Agreement (“Agreement”) is entered into effective as of March1, 2007, by and between Bank of Internet USA, a federal savings bank (“Tenant”) and. CWI, Inc., a Kentucky Corporation (“Digitlord”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2024 • Axos Financial, Inc. • Savings institution, federally chartered
This FIRST AMENDMENT (this “Amendment”), dated as of September 22, 2024, to that certain Amended and Restated Employment Agreement effective as of September 23, 2021 (the “Agreement”) by and between Andrew Micheletti, (“Executive”), Axos Financial, Inc. (“Company”) and Axos Bank (“Bank”; and together with Executive and the Company, the “Parties”), is hereby entered into by and between the Parties.
FIRST AMENDED EMPLOYMENT AGREEMENTFirst Amended Employment Agreement • April 28th, 2010 • BofI Holding, Inc. • Savings institution, federally chartered • California
This First Amended Employment Agreement (the “Agreement”) is dated April 22, 2010 for reference purposes and entered into as of July 1, 2009 (the “Effective Date”), by and between Bank of Internet USA, a federal savings bank (“Bank”), having a principal place of business at 12777 High Bluff Drive, Suite 100, San Diego, California, and Andrew Micheletti (“Executive”), whose address is 12777 High Bluff Drive, Suite 100, San Diego, CA 92130. Bank and Executive are sometimes collectively referred to in this Agreement as the “Parties.” As used in this Agreement, the term “Effective Date” means the date this First Amended Employment Agreement becomes effective.
FIRST AMENDMENT TO LEASE (Highlands Plaza II)Lease • May 6th, 2010 • BofI Holding, Inc. • Savings institution, federally chartered
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 18th day of March, 2010, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and BANK OF INTERNET USA, a federal savings bank (“Tenant”).
AXOS FINANCIAL, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT2014 Stock Incentive Plan • April 30th, 2024 • Axos Financial, Inc. • Savings institution, federally chartered
THIS AGREEMENT made as of the Date of Grant (the “Grant Date”) as stated on the Restricted Stock Unit Grant Notice (the “Notice”), by and between Axos Financial, Inc. (the “Company”), and the participant (the “Awardee”) named on the Notice.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Gregory Garrabrants and BofI Holding, Inc. and Subsidiaries dated as of May 26, 2011Employment Agreement • May 27th, 2011 • BofI Holding, Inc. • Savings institution, federally chartered
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 26th, 2011 (the “Effective Date”) by and between BofI Holding, Inc and Bank of Internet USA, a federal savings bank (collectively “Employer”) and Gregory Garrabrants “Officer”).
SAMPLE Exchange AgreementExchange Agreement • May 28th, 2009 • BofI Holding, Inc. • Savings institution, federally chartered
Whereas, B of I Holding, Inc. (Company) has issued non-qualified stock options to Director on August 13, 1999 under its 1999 Amended and Restated Stock Option Plan (1999 Plan) ;
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2017 • BofI Holding, Inc. • Savings institution, federally chartered
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 30, 2017 (the “Effective Date”) by and between BofI Holding, Inc. and BofI Federal Bank, a federal savings bank (collectively “Employer”) and Gregory Garrabrants (“Officer”). The Employer and its Affiliates shall be defined as the “Company.”
DocuSign Envelope ID: E236926E-427C-4454-8D70-158A10337DC1 SIXTH AMENDMENT THIS SIXTH AMENDMENT (the "Amendment") is made and entered into as of [[FinalExecutionDate]]May 14, 2018 , by and between 4350 LA JOLLA VILLAGE LLC, a Delaware limited...BofI Holding, Inc. • May 18th, 2018 • Savings institution, federally chartered
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2005 • BofI Holding, Inc. • Savings institution, federally chartered • California
This Amended and Restated Employment Agreement (the "Agreement") is dated for reference purposes and entered into as of October 1, 2005 (the "Effective Date"), by and between Bank of Internet USA, a federal savings bank (the "Bank”), and Patrick Dunn, an individual (the "Employee"). Bank and Employee are sometimes collectively referred to in this Agreement as the "Parties" and individually as a “Party.”
Amendment to Lease – The Plaza – Axos 4365 Executive Drive 1 FIRST AMENDMENT TO LEASE I. PARTIES AND DATE. This First Amendment (“Amendment”) dated __________________, is made by and between PACIFICA TOWER LLC, a Delaware limited liability company...Axos Financial, Inc. • August 29th, 2023 • Savings institution, federally chartered
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2008 • BofI Holding, Inc. • Savings institution, federally chartered
This Amendment to the Employment Agreement dated July 1, 2003 (the “Amendment”) is entered into on March 5th, 2008 (the “Effective Date”) by and between Bank of Internet USA, a federal savings bank (“Bank”), and Gary Lewis Evans (“Executive”). Bank and Executive are sometimes collectively referred to in this Amendment as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among AXOS CLEARING, LLC, AXOS CLARITY MERGECO., INC., COR SECURITIES HOLDINGS INC., the SELLERS set forth on the signature pages hereto, and CARLOS SALAS, solely for purposes of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and...Agreement and Plan of Merger • October 1st, 2018 • Axos Financial, Inc. • Savings institution, federally chartered • Delaware
Agreement and Plan of Merger (“Agreement”), dated as of September 28, 2018, by and among AXOS CLEARING, LLC, a Nevada limited liability company (“Parent”), Axos Clarity MergeCo., Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), COR Securities Holdings Inc., a Delaware corporation (“Company”), the Sellers set forth on the signature pages hereto (each, a “Seller,” and collectively the “Sellers”), and Carlos Salas, an individual, solely for purposes of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and Article VIII, in his capacity as the Holder Representative.
