SUNNYSIDE BANCORP, INC. (a Maryland corporation) Up to 690,000 Shares (Subject to Increase Up to 793,500 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • May 1st, 2013 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • New York
issued to the Holding Company, will have been duly authorized, validly issued and fully paid and nonassessable and will be exempt from registration under the Securities Act.
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2015 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • New York
This Employment Agreement (this “Agreement”) is made effective as of July 28, 2015 (the “Effective Date”), by and between Sunnyside Federal Savings and Loan Association of Irvington, a stock savings association (the “Association”) and Edward Lipkus (“Executive”). The Association and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Sunnyside Bancorp, Inc., the holding company of the Association. The Company is a signatory to this Agreement for the purpose of guaranteeing the Association’s performance hereunder.
Form of Stock Option Granted by Sunnyside Bancorp, Inc. under the Sunnyside Bancorp, INC.Stock Option Agreement • April 25th, 2017 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Sunnyside Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • June 16th, 2021 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • Maryland
This COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2021, by and between Sunnyside Bancorp., Inc., a Maryland corporation (“Sunnyside”), and the shareholder identified on the signature page hereto (the “Shareholder”).
VECTA INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2023 • Vecta Inc. • Savings institution, federally chartered • New York
This Subscription Agreement (this “Agreement”) is made and entered into as of June 30, 2023, by and among VECTA INC., a Maryland corporation (the “Company”), and VECTA PARTNERS LLC, a Delaware limited liability company (“Purchaser”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 16, 2021 BY AND AMONG RHODIUM BA HOLDINGS LLC, RHODIUM BA MERGER SUB, INC., MARK SILBER, SUNNYSIDE BANCORP, INC. AND SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTONMerger Agreement • June 16th, 2021 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June 16, 2021, by and among RHODIUM BA HOLDINGS LLC, a Delaware limited liability company (“Buyer”), RHODIUM BA MERGER SUB, INC., a Maryland corporation (“Merger Sub”), MARK SILBER, SUNNYSIDE BANCORP, INC., a Maryland corporation (“Company”), and SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON, a federal savings and loan association and wholly-owned subsidiary of Company (“Bank”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 26th, 2021 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • Delaware
This Amendment to the Agreement and Plan of Merger, dated as of August 26, 2021 (the “Amendment”), is made by and among Rhodium BA Holdings LLC, a Delaware limited liability company (“Buyer”), Rhodium BA Merger Sub, Inc., a Maryland corporation (“Merger Sub”), Mark Silber, Sunnyside Bancorp, Inc., a Maryland corporation (“Company”) and Sunnyside Federal Savings and Loan Association of Irvington (“Bank”). All capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 16, 2021 BY AND AMONG DLP BANCSHARES, INC., DLP Ventures Holdings Inc. DONALD WENNER, SUNNYSIDE BANCORP, INC. AND SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTONMerger Agreement • March 17th, 2021 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March 16, 2021, by and among DLP BANCSHARES, INC., a Delaware corporation (“Buyer”), DLP Ventures Holdings Inc., a Delaware corporation (“Merger Sub”), DONALD WENNER, SUNNYSIDE BANCORP, INC., a Maryland corporation (“Company”), and SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON, a federal savings and loan association and wholly-owned subsidiary of Company (“Bank”).
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON SUNNYSIDE BANCORP, INC. AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT WITH EDWARD LIPKUSEmployment Agreement • March 23rd, 2018 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered
This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Edward Lipkus (the “Executive”) is made by the Association and the Executive, effective as of March 20, 2018 (the “Effective Date”).
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • March 15th, 2013 • Sunnyside Bancorp, Inc.
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Sunnyside Federal Savings & Loan Association (hereinafter referred to as “Sunnyside Federal”), relating to the mutual to stock conversion of Sunnyside Federal and stock offering (“the “Stock Offering”) of Sunnyside Federal. KELLER will provide a pro forma valuation of the market value of the shares of Sunnyside Federal to be sold in connection with the standard conversion.
Form of Restricted Stock Award Granted by SUNNYSIDE BANCORP, INC. under the Sunnyside Bancorp, Inc.Restricted Stock Award • April 25th, 2017 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Sunnyside Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will inc
CONFIDENTIALRecords Processing Services Agreement • March 15th, 2013 • Sunnyside Bancorp, Inc.
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Sunnyside Federal Savings and Loan Association of Irvington (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank and the concurrent sale of common stock of a new stock holding company (the “Stock Company”) to be formed in connection with the Conversion.
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON SUNNYSIDE BANCORP, INC. AMENDMENT NUMBER THREE TO THE EMPLOYMENT AGREEMENT WITH TIMOTHY D. SULLIVANEmployment Agreement • March 23rd, 2018 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered
This Amendment Number Three(the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Timothy D. Sullivan (the “Executive”) is made by the Association and the Executive, effective as of March 20, 2018 (the “Effective Date”).
MERGER TERMINATION AGREEMENTMerger Termination Agreement • June 16th, 2021 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered • Delaware
This Merger Termination Agreement (this “Agreement”) is entered into as of June 16, 2021 by and between DLP Bancshares, Inc., a Delaware corporation (“DLP Bancshares”) and Sunnyside Bancorp, Inc., a Maryland corporation (“Sunnyside Bancorp”).
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON SUNNYSIDE BANCORP, INC. AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT WITH GERARDINA MIRTUONOEmployment Agreement • March 23rd, 2018 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered
This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Gerardina Mirtuono (the “Executive”) is made by the Association and the Executive, effective as of March 20, 2018 (the “Effective Date”).
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON SUNNYSIDE BANCORP, INC. AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT WITH TIMOTHY D. SULLIVANEmployment Agreement • June 22nd, 2015 • Sunnyside Bancorp, Inc. • Savings institution, federally chartered
This Amendment Number Two (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Timothy D. Sullivan (the “Executive”) is made by the Association and the Executive, effective as of June 16, 2015.
