UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2013 • Carlyle Financial Services, Ltd. • State commercial banks • New York
BP Holdco, L.P. (the “Selling Stockholder”), a shareholder of Boston Private Financial Holdings, Inc., a Massachusetts corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters listed in Schedule I an aggregate of 3,900,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 585,000 additional shares (the “Optional Shares”) of common stock, par value $1.00 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
Capital Bank Financial Corp. 121 Alhambra Plaza, Suite 1601 Coral Gables, Florida 33134 Ladies and Gentlemen:Carlyle Financial Services, Ltd. • November 23rd, 2015 • National commercial banks
As a holder of Company Common Stock (as defined below), the undersigned (the “Stockholder”) understands that CommunityOne Bancorp, a North Carolina corporation (the “Company”), and Capital Bank Financial Corp., a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of November 22, 2015 (as it may be amended from time to time, the “Merger Agreement”), providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding shares of common stock, without par value, of the Company (the “Company Common Stock”) (other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
GUARANTEE AND PLEDGE AGREEMENTGuarantee and Pledge Agreement • July 2nd, 2013 • Carlyle Financial Services, Ltd. • State commercial banks • New York
GUARANTEE AND PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 28, 2013, by and among CARLYLE FINANCIAL SERVICES BU, L.P. (“Carlyle BU”) and CARLYLE FINANCIAL SERVICES HARBOR, L.P. (“Carlyle Harbor”), each a Delaware limited partnership (each, a “Pledgor” and collectively, the “Pledgors”), and THE BANK OF N.T. BUTTERFIELD & SON LIMITED, as secured party (in such capacity, together with any successors and assigns, the “Secured Party”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 2nd, 2013 • Carlyle Financial Services, Ltd. • National commercial banks
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 17th, 2013 • Carlyle Financial Services, Ltd. • State commercial banks • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of April 16, 2013 by and between Boston Private Financial Holdings, Inc., a Massachusetts corporation (the “Company”), and BP Holdco, L.P., a Delaware limited partnership (the “Seller”).
3,000,000 Shares CENTRAL PACIFIC FINANCIAL CORP. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2015 • Carlyle Financial Services, Ltd. • State commercial banks • New York
Central Pacific Financial Corp., a Hawaii corporation (the “Company”), has issued to ACMO-CPF, L.L.C. and Carlyle Financial Services Harbor, L.P. (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”) shares of the common stock of the Company, no par value per share (the “Common Stock”). The Selling Shareholders propose to sell, upon the terms and conditions set forth herein, the Shares set forth opposite their names on Schedule I (collectively, the “Shares”) to Citigroup Global Markets Inc. (the “Underwriter”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 17th, 2013 • Carlyle Financial Services, Ltd. • State commercial banks
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • December 30th, 2014 • Carlyle Financial Services, Ltd. • National commercial banks
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
