Cadence Bancorporation Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 25th, 2018 • Cadence Bancorporation • National commercial banks • New York
Cadence Bancorp, LLC (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 18,000,000 shares and, at the election of the Underwriters, up to 2,700,000 additional shares of Class A Common Stock, $0.01 par value per share (“Stock”) of Cadence Bancorporation, a Delaware corporation (the “Company”). The aggregate of 18,000,000 shares to be sold by the Selling Stockholder is herein called the “Firm Shares” and the aggregate of 2,700,000 additional shares to be sold by the Selling Stockholder at the election of the Underwriters is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Cadence Bancorporation Class A Common Stock Underwriting AgreementUnderwriting Agreement • April 18th, 2017 • Cadence Bancorporation • National commercial banks • New York
Cadence Bancorporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,500,000 shares and, at the election of the Underwriters, up to 1,125,000 additional shares of Class A Common Stock, $0.01 par value per share (“Stock”), of the Company. The aggregate of 7,500,000 shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of 1,125,000 additional shares to be sold by the Company at the election of the Underwriters is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Cadence Bancorporation $85,000,000 4.75% Fixed to Floating Rate Subordinated Notes due 2029 Underwriting AgreementUnderwriting Agreement • June 26th, 2019 • Cadence Bancorporation • National commercial banks • New York
Cadence Bancorporation, a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. (“Sandler”) and U.S. Bancorp Investments, Inc. (“USBI”) are acting as representatives (in such capacity, the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the Underwriters, acting severally and not jointly, an aggregate of $85,000,000 of 4.75% Fixed to Floating Rate Subordinated Notes due 2029 (the “Securities”), of the Company. The Securities will be issued pursuant to an Indenture, to be dated on or about June 26, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, to be dated as of June 26, 2019 by and between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2017 • Cadence Bancorporation • National commercial banks • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of [•], 2017 by and between Cadence Bancorporation, a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and between STATE BANK FINANCIAL CORPORATION and CADENCE BANCORPORATION Dated as of May 11, 2018Merger Agreement • May 14th, 2018 • Cadence Bancorporation • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2018 (this “Agreement”), by and between STATE BANK FINANCIAL CORPORATION, a Georgia corporation (the “Company”), and CADENCE BANCORPORATION, a Delaware corporation (“Parent”).
Cadence Bancorporation Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 14th, 2018 • Cadence Bancorporation • National commercial banks • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cadence Bancorporation, a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 12,099,757 shares (the “Shares”) of Class A Common Stock, $0.01 par value per share (“Stock”) of the Company.
Amended and Restated Employment AgreementEmployment Agreement • March 1st, 2021 • Cadence Bancorporation • National commercial banks • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2020 (the “Restatement Date”), by and among Cadence Bancorporation, a Delaware corporation (the “Company”), Cadence Bank, N.A., a national banking association organized under the laws of the United States (the “Bank” and, together with the Company, “Cadence”), and Jack R. Schultz (the “Executive”).
CREDIT AGREEMENT by and between CADENCE BANCORPORATION And U.S. BANK NATIONAL ASSOCIATION Dated as of March 29, 2019Credit Agreement • April 2nd, 2019 • Cadence Bancorporation • National commercial banks • Texas
THIS CREDIT AGREEMENT dated as of March 29, 2019 (this “Agreement”) is by and between CADENCE BANCORPORATION, a corporation organized under the laws of the State of Delaware (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • March 1st, 2021 • Cadence Bancorporation • National commercial banks • Alabama
This CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of March 1, 2014 (this “Agreement”), is entered into by and between Cadence Bank, N.A. (the “Company”), and Jerry W. Powell (the “Executive”).
WARRANT TO PURCHASE COMMON STOCK OF STATE BANK AND TRUST COMPANYWarrant Agreement • January 2nd, 2019 • Cadence Bancorporation • National commercial banks • Georgia
This warrant agreement (the “Warrant”), effective as of [•] (the “Effective Date”), certifies that [•] or her assigns (each individually, the “Holder”), for value received, is entitled to purchase from STATE BANK AND TRUST COMPANY, Pinehurst, Georgia, a Georgia state-chartered bank (the “Company”), fully-paid and nonassessable Common Shares of the Company (the “Common Shares”) on the terms and subject to the conditions set forth herein.
REGISTRATION RIGHTS AGREEMENT by and between CADENCE BANCORPORATION and CADENCE BANCORP, LLC Dated as of April 19, 2017Registration Rights Agreement • April 19th, 2017 • Cadence Bancorporation • National commercial banks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 19, 2017, is by and among Cadence Bancorporation, a Delaware corporation (the “Company”), and Cadence Bancorp, LLC, a Delaware limited liability company (together with any other Person from time to time deemed a Stockholder hereunder pursuant to Section 3.3(b), the “Stockholder”).
LONG-TERM INCENTIVE AWARD AGREEMENT Non-transferable GRANT TO «First» «Last» (“Grantee”)Long-Term Incentive Award Agreement • March 17th, 2017 • Cadence Bancorporation • National commercial banks
by Cadence Bank, N.A. (the “Bank”) of Cash-Based Awards in the form of Phantom A Units and Long-Term Performance Cash (the “Award”), pursuant to and subject to the provisions of the Cadence Bank 2013 Long-Term Incentive Plan (the “Plan”). By accepting the Award, the Grantee agrees to the terms and conditions set forth in the Plan.
CADENCE BANCORP LLC CLASS C INCENTIVE UNIT AGREEMENT (EMPLOYEE SERVICE UNITS)Class C Incentive Unit Agreement • March 17th, 2017 • Cadence Bancorporation • National commercial banks • Delaware
THIS CLASS C INCENTIVE UNIT AGREEMENT (this “Agreement”) is made and entered into as of «Grant_Date» (the “Grant Date”), by and between Cadence Bancorp LLC, a Delaware limited liability company (the “Company”), and «Full_Legal_Name» (“Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 27th, 2020 • Cadence Bancorporation • National commercial banks • Minnesota
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of May 21, 2020, is by and between CADENCE BANCORPORATION, a corporation organized under the laws of the State of Delaware (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Bank”).
CADENCE BANCORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 17th, 2017 • Cadence Bancorporation • National commercial banks • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [Date] (the “Grant Date”), is made by and between Cadence Bancorporation, a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Cadence Bancorporation 2015 Omnibus Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER by and between BANCORPSOUTH BANK and CADENCE BANCORPORATION Dated as of April 12, 2021Merger Agreement • April 16th, 2021 • Cadence Bancorporation • National commercial banks • Mississippi
AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2021 (this “Agreement”), by and between BancorpSouth Bank, a Mississippi-chartered bank (“BancorpSouth”), and Cadence Bancorporation, a Delaware corporation (“Cadence”).
SERVICES AND COVENANT AGREEMENTServices Agreement • January 2nd, 2019 • Cadence Bancorporation • National commercial banks • Georgia
THIS SERVICES AND COVENANT AGREEMENT (this “Agreement”), dated as of June 11, 2018, is entered into by and between Cadence Bancorporation, a Delaware corporation (“Parent”), and Joseph W. Evans (the “Advisor”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of May 11, 2018 (the “Merger Agreement”), by and between Parent and State Bank Financial Corporation, a Georgia corporation (the “Company”)). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect. All capitalized terms that are not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.
