] Shares of Common Stock STERLING BANCORP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2017 • Sterling Bancorp, Inc. • Savings institution, federally chartered • New York
Sterling Bancorp, Inc., a Michigan corporation (the “Company”), Sterling Bank & Trust, F.S.B., a federal savings association (the “Bank”), and the persons listed in Schedule B hereto (such persons collectively, the “Selling Shareholders”), confirm their respective agreements with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter of an aggregate of [·] shares of Common Stock, no par value per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A and Schedule B hereto and (ii) the grant by the Company and the Selling Shareholders to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of [·] additional shares(1) of Common Stock in the respective amounts set forth in Schedule B hereto. The aforesaid [·] shares of Common Stock (the “Initial Securities”) to be purchased by
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • October 19th, 2017 • Sterling Bancorp, Inc. • Savings institution, federally chartered • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 14, 2017, and is made by and among Sterling Bancorp, Inc., a Michigan corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 23rd, 2023 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of June 22, 2023 between Sterling Bancorp, Inc. (“Company”) and Thomas M. O’Brien (the “Officer”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 1, 2017 , between STERLING BANK AND TRUST, F.S.B., (the “Bank”), and its affiliated entities (collectively, the “Employer”) with their principal offices located at One Towne Square, 19th Floor, Southfield, MI 48076 and Peter Sinatra, who resides at (the “Executive”).
VOTING AND Support AGREEMENTVoting and Support Agreement • September 17th, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 15, 2024, by and among EverBank Financial Corp, a Delaware corporation (“Purchaser”), Sterling Bancorp, Inc., a Michigan corporation and unitary thrift holding company (“Seller”) and the person whose name appears on the signature page hereto (the “Shareholder”).
STERLING BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENT NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARDRestricted Stock Award Agreement • March 26th, 2021 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This Restricted Stock Award Agreement (the “Agreement”) contains the terms and conditions of the restricted stock award granted to you by Sterling Bancorp, Inc., a Michigan corporation (the “Corporation”), under the Sterling Bancorp, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the "Plan").
STERLING BANCORP, INC. NOTICE OF GRANT OF STOCK OPTION AND STOCK OPTION AGREEMENTStock Option Agreement • March 26th, 2021 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This STOCK OPTION AGREEMENT (the “Agreement”) is executed and delivered in duplicate by and between Sterling Bancorp, Inc., a Michigan corporation (the “Corporation”), and you (“Optionee”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • September 17th, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • New York
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”) is entered into and is effective as of this 15th day of September, 2024 by and between Sterling Bank and Trust, F.S.B., a federal savings bank (the “Seller”), with its principal place of business at the address shown on Exhibit “A” attached hereto, and Bayview Acquisitions LLC, a Delaware limited liability company (the “Purchaser”), with its principal place of business at 4425 Ponce de Leon Blvd., 5th Floor, Coral Gables, Florida 33146.
FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 11th, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This First Amendment to Change of Control Agreement (the “Amendment”) is made and entered into as of March 6, 2024 between Sterling Bancorp, Inc. (the “Company”) and Christine Meredith (the “Officer”).
STERLING BANCORP, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 1st, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made effective as of June 1, 2020 by and between Sterling Bancorp, Inc. (the “Company”), a Michigan corporation and the holding company for Sterling Bank and Trust, F.S.B., with its principal executive offices at One Towne Square, Suite 1900, Southfield, MI 48076, and Thomas M. O’Brien (“Purchaser”).
STERLING BANCORP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of June 1, 2020 (the “Effective Date”), by and between Sterling Bancorp, Inc. (the “Company”), a Michigan corporation and the holding company for Sterling Bank and Trust, F.S.B., with its principal executive offices at One Towne Square, Suite 1900, Southfield, MI 48076 (the “Executive Offices”), and Thomas M. O’Brien (“Executive”). Any reference to the “Bank” in this Agreement shall mean Sterling Bank and Trust, F.S.B., or any successor to Sterling Bank and Trust, F.S.B.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2017 • Sterling Bancorp, Inc. • Savings institution, federally chartered
This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated July 16, 2014, amends that certain Employment Agreement entered into by and between STERLING BANCORP, INC., a Michigan corporation (the “Company”), STERLING BANK AND TRUST, FSB, (the “Bank”) and their affiliated entities (collectively “Employer”) with their principal offices located at One Towne Square, 19th Floor, Southfield, MI 48076, and Gary Judd, who resides at 3 Cantitoe Lane, Englewood, Co 80113 (the “Executive”), dated July 2, 2008 (the “Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2023 • Sterling Bancorp, Inc. • Savings institution, federally chartered
This Amendment to Employment Agreement (this “Amendment”) is hereby entered into effective as of June 22, 2023, by and between Sterling Bancorp, Inc. (the “Company”) and Thomas M. O’Brien (“Executive”). Any reference to the “Bank” in this Agreement shall mean Sterling Bank and Trust, F.S.B., or any successor to Sterling Bank and Trust, F.S.B.
STOCK PURCHASE AGREEMENT by and among sTERLING Bancorp, Inc., STERLING bank AND trust, F.S.B. and EVERBANK FINANCIAL CORP September 15, 2024Stock Purchase Agreement • September 17th, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
STOCK PURCHASE AGREEMENT, dated as of September 15, 2024 (this “Agreement”), by and among Sterling Bancorp, Inc., a Michigan corporation and unitary thrift holding company (“Seller”), Sterling Bank and Trust, F.S.B, a federal savings bank (“Seller Bank” and together with Seller, “Seller Parties”) and EverBank Financial Corp, a Delaware corporation (“Purchaser”). As used in this Agreement, capitalized terms have the meanings ascribed to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement.
STERLING BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 27th, 2018 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This Restricted Stock Award Agreement (the “Agreement”) contains the terms and conditions of the restricted stock award granted to you by Sterling Bancorp, Inc., a Michigan corporation (the “Corporation”), under the Sterling Bancorp, Inc. 2017 Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is executed as of the 24th day of July , 2008, by Sterling Bancorp, Inc., a Michigan corporation (the “Company”), and Gary S. Judd, an individual (the “Indemnitee”).
AMENDMENT TO THE STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLANSterling Bancorp, Inc. • March 26th, 2021 • Savings institution, federally chartered
This Amendment to the Sterling Bank & Trust, FSB Executive Incentive Retirement Plan (the “Agreement”) by and between Sterling Bank & Trust, FSB (the “Company”) and Steve Huber (the “Executive”) is made and entered into effective as of January 1, 2021.
STERLING BANCORP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 6th, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) dated as of June 5, 2020, (the “Date of Grant”), between STERLING BANCORP, INC. (the “Company”) and THOMAS M. O’BRIEN (the “Grantee”).
VOTING AND Support AGREEMENTVoting and Support Agreement • September 17th, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 15, 2024, by and among EverBank Financial Corp, a Delaware corporation (“Purchaser”), Sterling Bancorp, Inc., a Michigan corporation and unitary thrift holding company (“Seller”) and the person whose name appears on the signature page hereto (the “Shareholder”).
STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLANExecutive Centive Retirement Plan • October 6th, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
THIS AMENDED & RESTATED EXECUTIVE CENTIVE RETIREMENT PLAN (the “Agreement”) is adopted this 8th day of May , 2007, by and between Sterling Bank & Trust, Fsb, headquartered in Southfield, Michigan, (the “Company”) and Thomas Lopp (the “Executive”), and is effective as of the 1st day of January, 2007.
STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLANExecutive Incentive Retirement Plan • October 6th, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
THIS EXECUTIVE INCENTIVE RETIREMENT PLAN (the “Agreement”) is adopted this 8th day of May, 2007, by and between Sterling Bank & Trust, Fsb, headquartered in Southfield, Michigan, (the “Company”) and Steve Huber (the “Executive”), and is effective as of the 1st day of January, 2007.
STERLING BANCORP, INC. NOTICE OF GRANT OF INCENTIVE STOCK OPTION AND INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 26th, 2021 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This STOCK OPTION AGREEMENT (the “Agreement”) is executed and delivered in duplicate by and between Sterling Bancorp, Inc., a Michigan corporation (the “Corporation”), and you (“Optionee”).
STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLANSterling Bancorp, Inc. • October 6th, 2020 • Savings institution, federally chartered • Michigan
THIS AMENDED & RESTATED EXECUTIV ,WNCENT VE RETIREMENT PLAN (the “Agreement”) is adopted this 8th day of May, 2007, by and between Sterling Bank & Trust, Fsb, headquartered in Southfield, Michigan, (the “Company”) and Michael Montemayor (the “Executive”), and is effective as of the 1st day of January, 2007.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • September 3rd, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of September 3, 2024 between Sterling Bank and Trust, F.S.B. (the “Bank”) and Karen Knott (the “Officer”).
AGREEMENT BY AND BETWEEN Sterling Bank and Trust, FSB Southfield, Michigan and The Office of the Comptroller of the CurrencyAgreement by And • August 9th, 2019 • Sterling Bancorp, Inc. • Savings institution, federally chartered
Sterling Bank and Trust, FSB, Southfield, Michigan (“Bank”) and the Office of the Comptroller of the Currency (“OCC”) wish to assure the safety and soundness of the Bank and its compliance with laws and regulations.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 7th, 2024 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of June 21, 2023 between Sterling Bank and Trust, F.S.B. (the “Bank”) and Eleni Willis (the “Officer”).
STERLING BANCORP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 1st, 2020 • Sterling Bancorp, Inc. • Savings institution, federally chartered • Michigan
NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") dated as of __________, 2020, (the "Date of Grant"), between STERLING BANCORP, INC. (the "Company") and THOMAS M. O’BRIEN (the "Grantee").
