REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2018 • HarborOne Bancorp, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 30, 2018 and is made by and among HarborOne Bancorp, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
HARBORONE BANCORP, INC. As Issuer, and UMB BANK, N.A. As Trustee INDENTURE Dated as of August 30, 2018Indenture • August 30th, 2018 • HarborOne Bancorp, Inc. • State commercial banks • New York
Up to 31,050,000 Shares HARBORONE NORTHEAST BANCORP, INC. (a Massachusetts corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT June 21, 2019Agency Agreement • June 24th, 2019 • HarborOne Bancorp, Inc. • State commercial banks • New York
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • August 30th, 2018 • HarborOne Bancorp, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 30, 2018, and is made by and among HarborOne Bancorp, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • March 15th, 2018 • HarborOne Bancorp, Inc. • State commercial banks • Maryland
VOTING AGREEMENT (“Agreement”), dated as of March 14, 2018, by and among HarborOne Bancorp, Inc., a Massachusetts corporation (“Buyer”), Massachusetts Acquisitions, LLC, a Maryland limited liability company (“Merger LLC,” collectively with Buyer, “Buyers”) and the undersigned holder (“Stockholder”) of common stock, par value $0.01 per share (“Common Stock”), of Coastway Bancorp, Inc., a Maryland corporation (the “Company”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE HARBORONE BANCORP, INC.Non-Qualified Stock Option Agreement • August 11th, 2017 • HarborOne Bancorp, Inc. • State commercial banks
Pursuant to the HarborOne Bancorp, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HarborOne Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2016 • HarborOne Bancorp, Inc. • State commercial banks • Massachusetts
AGREEMENT made and entered into as of the 10th day of May, 2016, by and among HarborOne Bancorp, Inc., a Massachusetts stock holding company (the “Company”), HarborOne Bank, a Massachusetts-chartered stock co-operative bank with its principal place of business in Brockton, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Joseph F. Casey, of Hingham, Massachusetts (the “Employee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 4th, 2016 • HarborOne Bancorp, Inc. • Massachusetts
This Change in Control Agreement (“Agreement”) is made as of the day of , 2016 by and among HarborOne Bancorp, Inc. a Massachusetts stock holding company (the “Company”), and it subsidiary, HarborOne Bank, a Massachusetts stock co-operative bank with its main office in Brockton, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and David B. Reilly (the “Employee”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE HARBORONE BANCORP, INC.Incentive Stock Option Agreement • August 11th, 2017 • HarborOne Bancorp, Inc. • State commercial banks
Pursuant to the HarborOne Bancorp, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HarborOne Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HARBORONE BANCORP, INC.Non-Qualified Stock Option Agreement • August 11th, 2017 • HarborOne Bancorp, Inc. • State commercial banks
Pursuant to the HarborOne Bancorp, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HarborOne Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
STOCK PURCHASE AGREEMENT among HARBORONE BANK as Buyer, Kraig Burnham as Seller, Daniel McKenney as Seller, and Timothy Boyle as Seller, for the purchase and sale of 100% of the capital stock of MERRIMACK MORTGAGE COMPANY, INC. Dated as of April 24, 2015Stock Purchase Agreement • March 4th, 2016 • HarborOne Bancorp, Inc. • Massachusetts
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), effective as of April 24, 2015 (the “Execution Date”), is by and among HarborOne Bank, a Massachusetts chartered co-operative bank (“Buyer”), Kraig Burnham (“Burnham”), Dan McKenney (“McKenney”), and Tim Boyle (“Boyle”), together with Burnham and McKenney, the “Sellers” and each a “Seller”). Buyer and Sellers are sometimes referred to collectively, as the context requires, as the “Parties” and each a “Party.”
RESTRICTED STOCK AWARD AGREEMENT UNDER THE HARBORONE BANCORP, INC.Restricted Stock Award Agreement • August 11th, 2017 • HarborOne Bancorp, Inc. • State commercial banks
Pursuant to the HarborOne Bancorp, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), HarborOne Bancorp, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
October 8, 2015Appraisal Services Agreement • March 4th, 2016 • HarborOne Bancorp, Inc. • Massachusetts
This letter sets forth the agreement between HarborOne Bank, Brockton, Massachusetts (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent appraisal services in conjunction with the minority stock offering concurrent with the mutual holding company (the “MHC”) reorganization and formation of a mid-tier holding company (the “Company”). The scope, timing and fee structure for these appraisal services are described below.
ContractSupplemental Executive Retirement Plan • March 4th, 2016 • HarborOne Bancorp, Inc. • Massachusetts
This 2016 Supplemental Executive Retirement Plan (the “Agreement”), by and between HarborOne Bank (the “Employer”), and James W. Blake (the “Executive”), effective as of the 21st day of January 2016, formalizes the agreements and understanding between the Employer and the Executive.
HARBORONE BANK ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENTEndorsement Split Dollar Life Insurance Agreement • March 4th, 2016 • HarborOne Bancorp, Inc. • Massachusetts
THIS ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is adopted this 13th day of November, 2015, by and between HARBORONE BANK, a state-chartered co-operative bank located in Brockton, Massachusetts (the “Bank”) and James Blake (the “Employee”).
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • March 4th, 2016 • HarborOne Bancorp, Inc. • Massachusetts
THIS AGREEMENT (“Agreement”) made and entered into effective as of the 1st day of March, 2016, by and between HARBORONE BANK, a Massachusetts-chartered co-operative bank (“HarborOne”) and JOSEPH F. CASEY (the “Executive”).
