TriState Capital Holdings, Inc. Sample Contracts

TRISTATE CAPITAL HOLDINGS, INC. (a Pennsylvania corporation) 2,800,000 Depositary Shares Each Representing a 1/40th Interest in a Share Of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 23rd, 2019 • TriState Capital Holdings, Inc. • State commercial banks • New York
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—] Shares TRISTATE CAPITAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 7th, 2013 • TriState Capital Holdings, Inc. • State commercial banks • New York

TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as the representative (the “Representative”), and any shareholder of the Company named in Schedule II hereto (whether one or more, the “Selling Shareholders”), severally propose to sell to the several Underwriters an aggregate of [—] shares (the “Firm Shares”) of the common stock, no par value per share, of the Company (“Common Stock”) of which [—] shares are to be issued and sold by the Company and [—] shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [—] shares of Common Stock (the “

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TRISTATE CAPITAL HOLDINGS, INC. 6.375% FIXED-TO-FLOATING RATE SERIES B NON- CUMULATIVE PERPETUAL PREFERRED STOCK DEPOSIT AGREEMENT among TRISTATE CAPITAL HOLDINGS, INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM...
Deposit Agreement • May 29th, 2019 • TriState Capital Holdings, Inc. • State commercial banks • New York

THIS DEPOSIT AGREEMENT dated as of May 29, 2019, among (i) TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation and its successors (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and the wholly-owned subsidiary of Computershare (the “Trust Company”), and (iii) the Holders (as defined herein) from time to time of the Receipts (as defined herein) described in this Agreement.

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TRISTATE CAPITAL HOLDINGS, INC., AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF MAY 11, 2020 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE
Subordinated Indenture • May 11th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York

THIS INDENTURE, dated as of May 11, 2020, between TriState Capital Holdings, Inc., a corporation duly organized and existing under the laws of the State of Pennsylvania (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

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TriState Capital Holdings, Inc. (a Pennsylvania corporation)
Underwriting Agreement • June 3rd, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York

TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for which Stephens Inc., is acting as representative (the “Representative”), an aggregate of $37,500,000 of the Company’s 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”) which will form a part of the same series as the Company’s outstanding 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 issued May 11, 2020 (the “ Original Securities”). The Securities will have the same terms as the Original Securities in all respects, other than with respect to the issue date and payment of interest accruing prior to the day of the Closing Time (as defined herein). The Securities will be issued pursuant to that certain Subordinated Indenture, dated as of May 11, 2020 (the “Base Indenture”), betw

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TRISTATE CAPITAL HOLDINGS, INC., AS ISSUER, AND AS TRUSTEE, SENIOR INDENTURE DATED AS OF [________________, _______] SENIOR DEBT SECURITIES
Senior Indenture • December 26th, 2019 • TriState Capital Holdings, Inc. • State commercial banks • New York

THIS INDENTURE, dated as of [_____________,______], between TriState Capital Holdings, Inc., a corporation duly organized and existing under the laws of the State of Pennsylvania (the “Company”), and [________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

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TriState Capital Holdings, Inc. (a Pennsylvania corporation) 2,678,049 Shares of Common Stock, No Par Value Underwriting Agreement
Underwriting Agreement • February 7th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Shareholders”) of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,678,049 shares of common stock, no par value, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional underwriters listed on Schedule 1, all references to the “Representative” and the “Underwriters” as used herein shall refer only to Barclays Capital Inc. and the term “Underwriters” shall mean either the singular or the plural as the context requires.

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TRISTATE CAPITAL HOLDINGS, INC. OMNIBUS INCENTIVE PLAN
Restricted Stock Grant Agreement • February 19th, 2019 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 10, 2012, by and among (i) TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), and (ii) LM III TriState Holdings LLC, a Delaware limited liability company, and LM III-A TriState Holdings LLC, a Delaware limited liability company (each an “Investor” and collectively, the “Investors”).

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SUPPORT AGREEMENT
Support Agreement • October 27th, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Delaware

SUPPORT AGREEMENT (this “Agreement”), dated October 20, 2021, by and among the entity executing this Agreement as “Shareholder” on the signature pages hereto (the “Shareholder”), Raymond James Financial, Inc., a Florida corporation (“Purchaser”), Macaroon One LLC, a Florida limited liability company and direct, wholly-owned Subsidiary of Purchaser (“Merger Sub 1”) and, solely for purposes of the last sentence of Section 9 and Section 10(c), TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

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TRISTATE CAPITAL HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

THIS AGREEMENT is made as of the 24th of January, 2011 by and between TriState Capital Holdings, Inc. (including its successors and assigns, the “Company”), a Pennsylvania corporation having its principal place of business in Pittsburgh, Pennsylvania,

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AMENDMENT NO. 1 TO THE PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

This Amendment No. 1 to the Preferred Stock Purchase Agreement (this “Amendment”), effective as of August 10, 2012, is entered into by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Corporation”), LM III TriState Holdings LLC, a Delaware limited liability company (“LM III”) and LM III-A TriState Holdings LLC, a Delaware limited liability company (“LM III-A” and together with LM III, the “Purchasers”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).

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FORM OF STANDARD EMPLOYEE STOCK OPTION AWARD AGREEMENT] TRISTATE CAPITAL HOLDINGS, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

Terms defined in the TriState Capital Holdings, Inc. 2006 Stock Option Plan (“Plan”) are used in this Award Agreement (“Agreement”) as defined in the Plan unless otherwise defined in this Agreement. In this Agreement, “TriState” means TriState Capital Holdings, Inc. and “Corporation” means TriState and its Subsidiaries. Headings used in this Agreement are for convenience only and are not part of this Agreement. The purpose of this Agreement is to reflect the terms and conditions under which Options were granted and to ensure that all Options granted are in accordance with the Plan.

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PREFERRED STOCK PURCHASE AGREEMENT by and among TRISTATE CAPITAL HOLDINGS, INC. and THE PURCHASERS NAMED HEREIN April 24, 2012
Preferred Stock Purchase Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

This Preferred Stock Purchase Agreement is made and entered into as of April 24, 2012, by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Corporation”) and the sole shareholder of TriState Capital Bank, a Pennsylvania chartered bank (the “Bank”), and each of LM III TriState Holdings LLC (“LM III”) and LM III-A TriState Holdings LLC (“LM III-A”). LM III and LM III-A are sometimes referred to herein collectively as the “Purchasers” and each as a “Purchaser.” The Corporation and the Purchasers are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Definitions Annex.

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AGREEMENT OF LEASE between OXFORD DEVELOPMENT COMPANY/GRANT STREET, Landlord and TRISTATE CAPITAL HOLDINGS, INC., Tenant For Premises in One Oxford Centre Pittsburgh, Pennsylvania DATED: August 29, 2006
Lease Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

THIS AGREEMENT OF LEASE is made as of the 29th day of August, 2006, between OXFORD DEVELOPMENT COMPANY/GRANT STREET, a Pennsylvania limited partnership, having its principal office at One Oxford Centre, Suite 4500, Pittsburgh, Pennsylvania 15219, hereinafter called “Landlord”, and TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation, having its principal office at One Oxford Centre, Suite 2700, Pittsburgh, PA 15219, hereinafter called “Tenant”.

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TRISTATE CAPITAL HOLDINGS, INC. OMNIBUS INCENTIVE PLAN
Restricted Stock Grant Agreement • February 19th, 2019 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
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CREDIT AGREEMENT
Credit Agreement • February 23rd, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
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AMENDMENT NO. 1 TO INVESTMENT AGREEMENT December 9, 2020
Investment Agreement • December 30th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

This AMENDMENT NO. 1 to the INVESTMENT AGREEMENT (this “Amendment”), is dated as of December 9, 2020 and is entered into by and between TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), and T-VIII PubOpps LP, a Delaware limited partnership (“Purchaser”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in that certain Investment Agreement, dated as of October 10, 2020 (the “Agreement”).

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AGREEMENT REGARDING PERPETUAL CONVERTIBLE PREFERRED STOCK, SERIES C
Agreement Regarding Perpetual Convertible Preferred Stock, Series C • March 19th, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

hereto hereby terminate the Affiliated Stockholders’ Agreement in all respects, which thereafter will be of no further force and effect; provided, however, that, if and so long as the Event of Termination has not occurred, this Agreement will remain in full force and effect.

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And Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 11, 2020 to the Subordinated Indenture Dated as of May 11, 2020 Subordinated Notes due 2030
First Supplemental Indenture • May 11th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2020, between TRISTATE CAPITAL BANCSHARES, INC., a Pennsylvania corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).

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AGREEMENT AND PLAN OF MERGER among RAYMOND JAMES FINANCIAL, INC., MACAROON ONE LLC, MACAROON TWO LLC and TRISTATE CAPITAL HOLDINGS, INC. October 20, 2021
Agreement and Plan of Merger • October 27th, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Florida

AGREEMENT AND PLAN OF MERGER, dated October 20, 2021 (this “Agreement”), among Raymond James Financial, Inc., a Florida corporation (“Purchaser”), Macaroon One LLC, a Florida limited liability company and direct, wholly-owned Subsidiary of Purchaser (“Merger Sub 1”), Macaroon Two LLC, a Florida limited liability company and direct, wholly-owned Subsidiary of Purchaser (“Merger Sub 2” and together with Merger Sub 1, “Merger Subs”), and TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”).

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INVESTMENT AGREEMENT by and between TRISTATE CAPITAL HOLDINGS, INC. and Dated as of October 10, 2020
Investment Agreement • October 13th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
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TRISTATE CAPITAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania

THIS AGREEMENT, made as of this 28th day of February, 2013, between TriState Capital Holdings, Inc., a Pennsylvania corporation, its wholly owned subsidiary, TriState Capital Bank, a state commercial bank located in Pittsburgh, PA (TriState Capital Holdings, Inc. and TriState Capital Bank are collectively referred to herein as the “Bank,” unless the context indicates otherwise), and James F. Getz (the “Executive”). The Bank and the Executive shall be individually referred to as a “Party” and collectively referred to as the “Parties.”

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Contract
Note Agreement • December 16th, 2021 • TriState Capital Holdings, Inc. • State commercial banks • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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TriState Capital Holdings, Inc. (a Pennsylvania corporation) 2,200,000 Shares of Common Stock, No Par Value Underwriting Agreement
Underwriting Agreement • May 25th, 2018 • TriState Capital Holdings, Inc. • State commercial banks • New York

Certain stockholders named in ‎Schedule 2 hereto (the “Selling Shareholders”) of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), propose to sell to the several underwriters listed in ‎Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,200,000 shares of common stock, no par value, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional underwriters listed on Schedule 1, all references to the “Representative” and the “Underwriters” as used herein shall refer only to Keefe, Bruyette & Woods, Inc. and the term “Underwriters” shall mean either the singular or the plural as the context requires.

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And U.S. BANK NATIONAL ASSOCIATION Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 3, 2020 to the Subordinated Indenture Dated as of May 11, 2020 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030
Second Supplemental Indenture • June 3rd, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 3, 2020, is made and entered into by and between TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).

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SUPPORT AGREEMENT
Support Agreement • October 27th, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Delaware

WHEREAS, the Company, Purchaser and the Merger Subs are simultaneously herewith entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which, among other things, Merger Sub 1 will merge with and into the Company on the terms and conditions set forth therein (the “Merger”) and, in connection therewith, all outstanding shares of Company Common Stock and Company Preferred Stock (together, “Company Capital Stock”) will be converted into shares of Purchaser Common Stock, Purchaser Preferred Stock and/or cash in the manner and in the amounts set forth therein;

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ASSET PURCHASE AGREEMENT BY AND AMONG TRISTATE CAPITAL HOLDINGS, INC. CHARTWELL ACQUISITION, INC. AND CHARTWELL INVESTMENT PARTNERS, L.P.
Asset Purchase Agreement • March 3rd, 2014 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
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