STANDSTILL AGREEMENTStandstill Agreement • December 31st, 2013 • PL Capital, LLC • Savings institution, federally chartered • Maryland
This STANDSTILL AGREEMENT (this “Agreement”) is made by and between BANKFINANCIAL CORPORATION, a Maryland corporation (“BFIN”), on the one hand, and FINANCIAL EDGE FUND, L.P., FINANCIAL EDGE - STRATEGIC FUND, L.P., PL CAPITAL/FOCUSED FUND, L.P., GOODBODY/PL CAPITAL, L.P., PL CAPITAL, LLC, PL CAPITAL ADVISORS, LLC, GOODBODY/PL CAPITAL, LLC, LASHLEY FAMILY 2011 TRUST, ALBERNET OU, DR. IRVING SMOKLER, BETH LASHLEY, JOHN W. PALMER and RICHARD J. LASHLEY (collectively, the “PL Capital Parties”) on behalf of themselves and their affiliates, on the other hand. BFIN and the PL Capital Parties together, collectively, shall be referred to in this Agreement as the “Parties”. In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
STANDSTILL AGREEMENTStandstill Agreement • March 27th, 2013 • PL Capital, LLC • Savings institution, federally chartered • Indiana
This Standstill Agreement (this “Agreement”) is made by and between Ameriana Bancorp, on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer and Richard J. Lashley (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (Ameriana Bancorp and the PL Capital Parties together, collectively, the “Parties”). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
STANDSTILL AGREEMENTStandstill Agreement • August 2nd, 2011 • PL Capital, LLC • Savings institution, federally chartered • Maryland
This Standstill Agreement (this “Agreement”) is made by and between BCSB Bancorp, Inc., a Maryland corporation (“BCSB Bancorp”), on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer and Richard J. Lashley (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (BCSB Bancorp and the PL Capital Parties together, collectively, the “Parties”). The PL Capital Parties’ ownership of shares of BCSB Bancorp as of the date of this Agreement is attached hereto as Schedule A. For purposes of this Agreement, the term PL Capital Parties shall include any affiliate or associate to whom the PL Capital Parties may transfer securities of BCSB Bancorp pursuant to paragraph 5 below without such transfer being treated as a sale for said paragraph. In consideration of the covenants, promises and undertaki
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • May 18th, 2015 • PL Capital, LLC • State commercial banks
Nomination and Standstill Agreement (this “Agreement”), dated May 14, 2015, by and among the persons listed on Schedule A (collectively, the “PL Capital Group”, and individually a “Member” of the PL Capital Group), Metro Bancorp, Inc. (the “Company”), and Richard J. Lashley (“Lashley”), in his capacity as the PL Capital Designee (as defined below).
SETTLEMENT AGREEMENTSettlement Agreement • March 21st, 2016 • PL Capital, LLC • National commercial banks • Virginia
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2016, by and among (a) Old Point Financial Corporation, a Virginia corporation (the “Company”); (b) Financial Edge Fund, L.P., a Delaware limited partnership, Financial Edge-Strategic Fund, L.P., a Delaware limited partnership, PL Capital/Focused Fund, L.P., a Delaware limited partnership, PL Capital, LLC, a Delaware limited liability company (“PL Capital”), PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), Goodbody/PL Capital, L.P., a Delaware limited partnership, Goodbody/PL Capital, LLC, a Delaware limited liability company (“Goodbody/PL LLC”), John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC (collectively, the “PL Capital Group”); and (c) Mr. William F. Keefe (“Mr. Keefe”). The Company, the PL Capital Group and Mr. Keefe are each referred to herein as a “Party” and collectively, as the “Parties.”
ContractStandstill Agreement • March 4th, 2015 • PL Capital, LLC • State commercial banks • Maryland
JOINT FILING AGREEMENTJoint Filing Agreement • March 24th, 2014 • PL Capital, LLC • State commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • April 16th, 2014 • PL Capital, LLC • State commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
JOINT FILING agreementJoint Filing Agreement • February 22nd, 2012 • PL Capital, LLC • Savings institution, federally chartered
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • November 20th, 2013 • PL Capital, LLC • Savings institutions, not federally chartered
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Exhibit No. 3 Restated Standstill AgreementStandstill Agreement • April 27th, 2017 • PL Capital, LLC • Savings institution, federally chartered
JOINT FILING AGREEMENTJoint Filing Agreement • August 11th, 2014 • PL Capital, LLC • State commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
ContractRestated Standstill Agreement • March 1st, 2019 • PL Capital, LLC • Savings institution, federally chartered • Maryland
JOINT FILING AGREEMENTJoint Filing Agreement • June 9th, 2014 • PL Capital, LLC • National commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2011 • PL Capital, LLC • Savings institution, federally chartered
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2011 • PL Capital, LLC • Savings institution, federally chartered
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2015 • PL Capital, LLC • State commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
CONFIDENTIAL SETTLEMENT AND GENERAL RELEASE AGREEMENTSettlement Agreement • February 5th, 2013 • PL Capital, LLC • State commercial banks • Pennsylvania
This Confidential Settlement and General Release Agreement (“Agreement”) is entered into this 31st day of January, 2013, among plaintiffs PL Capital, LLC; PL Capital Advisors, LLC; Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial Edge-Strategic Fund, L.P.; Goodbody/PL Capital, L.P.; PL Capital/Focused Fund, L.P.; Richard J. Lashley; and John W. Palmer (collectively, “Plaintiffs”), and defendants Joel Zullinger, Thomas Quinn, Jeffrey Coy, Anthony Ceddia, Mark Keller, Andrea Pugh, Gregory Rosenberry, Glenn Snoke, Floyd Stoner, and John Ward (collectively, “Defendants”), and Nominal Party Orrstown Financial Services, Inc. (“Orrstown”). Plaintiffs, Defendants, and Orrstown are referred to herein collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • September 12th, 2016 • PL Capital, LLC • National commercial banks
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • August 7th, 2015 • PL Capital, LLC • Savings institution, federally chartered
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • January 30th, 2014 • PL Capital, LLC • National commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13G to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
Standstill Agreement dated February 19, 2014Standstill Agreement • February 24th, 2014 • PL Capital, LLC • Savings institutions, not federally chartered
ContractStock Purchase Agreement • March 1st, 2019 • PL Capital, LLC • Savings institution, federally chartered • New York
JOINT FILING AGREEMENTJoint Filing Agreement • August 15th, 2011 • PL Capital, LLC • Savings institution, federally chartered
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
VOTING AGREEMENT June 13, 2013Voting Agreement • June 20th, 2013 • PL Capital, LLC • Savings institution, federally chartered • Pennsylvania
Concurrently with. the execution of this letter agreement (“Voting Agreement”), F.N.B. Corporation, a Florida corporation (“FNB”), and BCSB Bancorp, Inc., a Maryland corporation (“BCSB”), are entering into an Agreement and Plan of Merger, of even date herewith (the “Merger Agreement”), whereby BCSB will merge with and into FNB (the “Merger”) and shareholders of BCSB will receive the Merger Consideration as set forth in the Merger Agreement, subject to the closing of the Merger. All defined terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 24th, 2014 • PL Capital, LLC • Savings institutions, not federally chartered
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 3rd, 2014 • PL Capital, LLC • National commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • February 6th, 2015 • PL Capital, LLC • Savings institution, federally chartered
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2015 • PL Capital, LLC • National commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
