5,000,000 Shares 1st United Bancorp, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2011 • 1st United Bancorp, Inc. • State commercial banks • New York
1st United Bancorp, Inc., a Florida 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 representative (the “Representative”) an aggregate of 5,000,000 shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”). 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 750,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2012 • 1st United Bancorp, Inc. • State commercial banks • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of March 4, 2004 by and among 1st United Bancorp, Inc., a business corporation organized and operating under the laws of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and operating under the laws of the State of Florida (the “Bank”), and Warren S. Orlando, an individual residing at 21731 Frontenac Court, Boca Raton, FL 33433 (the “Executive”), is amended and restated, effective January 24, 2012.
SECOND AMENDED AND RESTATED 1ST UNITED BANCORP/1ST UNITED BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTRetirement Plan Agreement • December 23rd, 2011 • 1st United Bancorp, Inc. • State commercial banks • Florida
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”), originally adopted May 31, 2006 and amended effective December 18, 2008, by and among 1ST UNITED BANCORP, INC., a Florida bank holding company (the “Company”), 1ST UNITED BANK, a Florida commercial bank (the “Bank”), and RUDY SCHUPP (the “Executive”), is hereby amended and restated, effective December 20, 2011.
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2013 • 1st United Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT(this “Amendment”) is hereby entered into among1st United Bancorp, Inc., a business corporation organized and operating under the laws of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and operating under the laws of the State of Florida (the “Bank”), and the undersigned executive (“Executive”) as of July 23, 2013 (the “Effective Date”).
AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2014 • 1st United Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 7, 2014 by and among 1st United Bancorp, Inc., a business corporation organized and operating under the laws of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and operating under the laws of the State of Florida (the “Bank”), and John Marino (the “Executive”).
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • 1st United Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 12, 2013 by and among 1st United Bancorp, Inc., a business corporation organized and operating under the laws of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and operating under the laws of the State of Florida (the “Bank”), and Warren S. Orlando, an individual residing at 21731 Frontenac Court, Boca Raton, FL 33433 (the “Executive”).
1ST UNITED BANCORP/1ST UNITED BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • November 19th, 2007 • 1st United Bancorp, Inc. • Florida
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”) is adopted this 31st day of May, 2006, by and among 1ST UNITED BANCORP, INC. a Florida bank holding company (the “Company), 1ST UNITED BANK, a Florida commercial bank (the “Bank”), and JOHN MARINO (the “Executive”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED 1ST UNITED BANCORP/1ST UNITED BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTRetirement Plan Agreement • May 8th, 2014 • 1st United Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 1 TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Amendment”) is made and entered into as of May 7, 2014 by and among 1st United Bancorp, Inc., a business corporation organized and operating under the laws of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and operating under the laws of the State of Florida (the “Bank”), and Rudy Schupp (the “Executive”).
AGREEMENT AND PLAN OF MERGER Dated as of May 7, 2014 Between VALLEY NATIONAL BANCORP and 1ST UNITED BANCORP, INC.Agreement and Plan of Merger • May 8th, 2014 • 1st United Bancorp, Inc. • State commercial banks • New Jersey
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2014 (this “Agreement”), is among Valley National Bancorp, a New Jersey corporation and registered bank holding company (“Valley”) and 1st United Bancorp, Inc., a Florida corporation and registered financial holding company and bank holding company (“1st United”).
LOAN AND STOCK PLEDGE AGREEMENTLoan and Stock Pledge Agreement • July 10th, 2008 • 1st United Bancorp, Inc. • State commercial banks • Georgia
THIS LOAN AND STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as of July 2, 2008, by and between 1ST UNITED BANCORP, INC., a Florida corporation (the "Borrower"), and SILVERTON BANK, N.A. (the "Lender").
ELECTION FORMMerger Agreement • December 28th, 2007 • 1st United Bancorp, Inc. • State commercial banks
This Election Form is being delivered in connection with the Agreement and Plan of Merger, dated as of October 1, 2007, as amended on December 19, 2007 (the “Merger Agreement”), between Equitable Financial Group, Inc. (“Equitable”), Equitable Bank (“Equitable Bank”) and 1st United Bancorp, Inc. (“Bancorp”). It is understood that this election is subject to the terms, conditions and limitations set forth in the Merger Agreement and this Election Form. The Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus (the “Proxy Statement”). The undersigned acknowledges receipt of the Proxy Statement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2007 • 1st United Bancorp, Inc. • Florida
With respect to any payment in, the nature of Compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement, or otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. The determination of the amount due hereunder shall be made by Ernst & Young, or such other accounting firm as the parties may mutually agree upon (the “Accounting Firm”). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the parties shall appoint another nationally recognized accounting firm to make the determination required hereunder (which accounting fir
PURCHASE AND ASSUMPTION AGREEMENT BY AND AMONG CITRUS BANK, NATIONAL ASSOCIATION A NATIONAL BANK, CIB MARINE BANCSHARES, INC. A WISCONSIN CORPORATION, AND 1ST UNITED BANK A FLORIDA-CHARTERED, MEMBER BANK APRIL 3, 2008Purchase and Assumption Agreement • May 14th, 2008 • 1st United Bancorp, Inc. • State commercial banks • Florida
This Purchase and Assumption Agreement (the “Agreement”) dated as of April 3, 2008, is by and among Citrus Bank, National Association, a national banking association with its principal office at 1717 Indian River Boulevard, Vero Beach, Florida 32960 (“Citrus” or the “Seller”), CIB Marine Bancshares, Inc., a Wisconsin corporation with its principal office at N27 W24025 Paul Court, Pewaukee, Wisconsin 53072 (“CIB” and collectively with Citrus, the “Sellers,” unless the context otherwise provides), and 1st United Bank, a Florida-chartered, member bank with its principal office at One North Federal Highway, Boca Raton, Florida 33432 (“Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG 1ST UNITED BANCORP, INC., ANDEREN FINANCIAL, INC. AND ANDEREN BANK Dated as of October 24, 2011Agreement and Plan of Merger • October 24th, 2011 • 1st United Bancorp, Inc. • State commercial banks • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October __, 2011, by and among 1ST UNITED BANCORP, INC., a Florida corporation (“Bancorp”), ANDEREN FINANCIAL, INC., a Florida corporation (“AFI”), and ANDEREN BANK, a Florida-chartered commercial bank and subsidiary of AFI (“Anderen Bank”).
AMENDMENT TO PURCHSE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • December 17th, 2009 • 1st United Bancorp, Inc. • State commercial banks
This Amendment to the Purchase and Assumption Agreement entered into on the 11th day of December, 2009, among the Federal Deposit Insurance Corporation, Receiver of Republic Federal Bank, N.A. Miami, Florida (the “Receiver”), the Federal Deposit Insurance Corporation acting in its corporate capacity (the “Corporation”), and 1st United Bank (the “Assuming Bank”) (the “Purchase and Assumption Agreement”), is made and entered into, effective as of the 11th day of December, 2009.
March [__], 2009Securities Purchase Agreement • March 13th, 2009 • 1st United Bancorp, Inc. • State commercial banks
1st United Bancorp, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the “CPP”).
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • October 24th, 2011 • 1st United Bancorp, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of the 21st day of October, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of OLD HARBOR BANK, CLEARWATER, FLORIDA (the “Receiver”), 1ST UNITED BANK, organized under the laws of the State of Florida, and having its principal place of business in BOCA RATON, FL (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
1st United Bank $5,000,000 Subordinated Capital Note PURCHASE AGREEMENTPurchase Agreement • July 10th, 2008 • 1st United Bancorp, Inc. • State commercial banks • Georgia
1st United Bank (the “Bank”), a Florida banking corporation and wholly owned subsidiary of 1st United Bancorp, Inc. (the “Corporation”), upon and subject to the terms and conditions stated herein, is offering, issuing and selling (the “Offering”) a subordinated capital note in the principal amount of $5,000,000 (the “Note”), pursuant to exemptions from registration under Sections 3(a)(2) and 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Securities and Exchange Commission (the “Commission”) Rule 506 under the Securities Act (“Rule 506”) and Commission Rule 144A under the Securities Act (“Rule 144A”). Capitalized terms used but not defined herein shall have the meanings provided in the certificate representing the Note, and the singular includes the plural.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY, AND IS NOT SECURED THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE OR OTHER...1st United Bancorp, Inc. • July 10th, 2008 • State commercial banks
FOR VALUE RECEIVED, the undersigned, 1st UNITED BANK, a Florida banking corporation and Federal Reserve member bank (the “Borrower”), promises to pay to the order of SILVERTON BANK, N.A. (the “Lender” and, together with any holder hereof, the “Holder”), at 3284 Northside Parkway NW, Atlanta, GA 30327 (or at such other place as the Holder may designate in writing to the Borrower), in lawful money of the United States of America, the principal sum of Five Million and No/100 Dollars ($5,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date hereof at the rate of interest as hereinafter provided.
Our File Number: 25922.00015 December 28, 2007 The Board of Directors of The Board of Directors of 1st United Bancorp, Inc. Equitable Financial Group, Inc. One North Federal Highway 633 South Federal Highway Boca Raton, Florida 33432 Fort Lauderdale,...1st United Bancorp, Inc. • December 28th, 2007 • State commercial banks
We have served as counsel to 1st United Bancorp, Inc. (“Bancorp”) in connection with the contemplated merger pursuant to an Agreement and Plan of Merger dated October 1, 2007 (the “Agreement”), as amended by Amendment No. 1 to Agreement and Plan of Merger dated December 19, 2007 (“Amendment No. 1”)(the Agreement together with Amendment No. 1 are, together, hereinafter referred to as the “Agreement”) of (i) Equitable Financial Group, Inc. (“EFGI”), a Florida corporation, with and into Bancorp (the “Holding Company Merger”) and (ii) 1st United Bank (“1st United”), a Florida chartered bank subsidiary of Bancorp, with and into Equitable Bank, a Florida chartered bank subsidiary of EFGI (“Equitable Bank”) (the “Bank Merger”) (collectively, the “Mergers”), each as described in the Registration Statement on Form S–4 to be filed by Bancorp with the Securities and Exchange Commission (the “Registration Statement”). This opinion concerning federal income tax consequences is being rendered pursua
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2007 • 1st United Bancorp, Inc.
This Amendment No. 1 (the “Amendment”) is dated as of January 1, 2007 by and among 1st United Bancorp, Inc. (the “Company”), 1st United Bank (the “Bank”) and Rudy Schupp (the “Executive”).
AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • May 14th, 2008 • 1st United Bancorp, Inc. • State commercial banks
This Amendment to Purchase and Assumption Agreement (“Amendment”) is dated as of the 13th day of May, 2008, by and among Citrus Bank, National Association (“Citrus”), CIB Marine Bancshares, Inc. (“CIB” and collectively with Citrus, the “Sellers”), 1st United Bank (“Purchaser”) and lst United Bancorp, Inc. (“Parent”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE BANK OF MIAMI, NATIONAL ASSOCIATION, CORAL GABLES, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and 1ST UNITED BANK DATED AS OF...Purchase and Assumption Agreement • December 22nd, 2010 • 1st United Bancorp, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of the 17th day of December, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE BANK OF MIAMI, NATIONAL ASSOCIATION, CORAL GABLES, FLORIDA (the “Receiver”), 1ST UNITED BANK, organized under the laws of the State of Florida and having its principal place of business in Boca Raton, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
ELECTION FORMMerger Agreement • December 29th, 2011 • 1st United Bancorp, Inc. • State commercial banks
This Election Form is being delivered in connection with the Agreement and Plan of Merger, dated as of October 24, 2011 (the “Merger Agreement”), among Anderen Financial, Inc. (“AFI”), Anderen Bank, and 1st United Bancorp, Inc. (“Bancorp”). It is understood that this election is subject to the terms, conditions and limitations set forth in the Merger Agreement and this Election Form. The Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus (the “Proxy Statement”). The undersigned acknowledges receipt of the Proxy Statement.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • August 26th, 2009 • 1st United Bancorp, Inc. • State commercial banks • Florida
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”), originally adopted May 31, 2006, by and among 1ST UNITED BANCORP, INC. a Florida bank holding company (the “Company”), 1ST UNITED BANK, a Florida commercial bank (the “Bank”), and JOHN MARINO (the “Executive”), is hereby amended and restated, effective December 18, 2008.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2007 • 1st United Bancorp, Inc.
This Amendment No. 1 (the “Amendment”) is dated as of January 1, 2007 by and among 1st United Bancorp, Inc. (the “Company”), 1st United Bank (the “Bank”) and John Marino (the “Executive”).
December 21, 20091st United Bancorp, Inc. • December 23rd, 2009 • State commercial banks • Florida
This letter shall state the terms and conditions of your employment by 1st United Bank (the “Bank”) as an Executive Officer of the Bank (the “Executive”).
UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 202201st United Bancorp, Inc. • March 13th, 2009 • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2007 • 1st United Bancorp, Inc.
This Amendment No. 1 (the “Amendment”) is dated as of January 1, 2007 by and among 1st United Bancorp, Inc. (the “Company”), 1st United Bank (the “Bank”) and Warren S. Orlando (the “Executive”).
SECOND AMENDED AND RESTATED 1ST UNITED BANCORP/1ST UNITED BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTExecutive Retirement Plan Agreement • December 23rd, 2011 • 1st United Bancorp, Inc. • State commercial banks • Florida
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”), originally adopted May 31, 2006 and amended effective December 18, 2008, by and among 1ST UNITED BANCORP, INC., a Florida bank holding company (the “Company”), 1ST UNITED BANK, a Florida commercial bank (the “Bank”), and WARREN ORLANDO (the “Executive”), is hereby amended and restated, effective December 20, 2011.
October 1, 20071st United Bancorp, Inc. • February 6th, 2008 • State commercial banks • Florida
This letter shall state the terms and conditions of your employment by 1st United Bank (the “Bank”) as an Executive Officer of the Bank (the “Executive”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF REPUBLIC FEDERAL BANK, N.A. MIAMI, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and 1ST UNITED BANK DATED AS OF DECEMBER 11, 2009Purchase and Assumption Agreement • December 17th, 2009 • 1st United Bancorp, Inc. • State commercial banks • New York
THIS AGREEMENT, made and entered into as of the 11th day of December, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of REPUBLIC FEDERAL BANK, N.A., MIAMI, FLORIDA (the “Receiver”), 1ST UNITED BANK, organized under the laws of the state of Florida, and having its principal place of business in Boca Raton, Florida (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
