BYLINE BANCORP, INC. (A Delaware corporation) [●] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks • New York
Byline Bancorp, Inc.Underwriting Agreement • August 3rd, 2020 • Byline Bancorp, Inc. • State commercial banks • New York
Byline Bancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $25,000,000 aggregate principal amount of the Company’s 6.000% Fixed-to-Floating Rate Subordinated Notes due July 1, 2030 (the “Securities”). The Securities will form a part of the same series as, and for U.S. federal income tax purposes are intended to be issued in a “qualified reopening” of, the Company’s outstanding 6.000% Fixed-to-Floating Rate Subordinated Notes, issued June 26, 2020 (the “Original Securities”). The Securities will have the same terms as the Original Securities in all respects, other than with respect to the offering price, the issue date or the payment of interest accruing prior to the issue date. The Securities will be issued with no more than a de minimis amount of original issue discount (determined in accordance with applicable U.S. federal
BYLINE BANCORP, INC., Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee SUBORDINATED DEBT INDENTURE Dated as of June 26, 2020 BYLINE BANCORP, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Subordinated Debt Indenture, dated as of...Subordinated Debt Indenture • June 26th, 2020 • Byline Bancorp, Inc. • State commercial banks • New York
existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 180 North LaSalle Street, Suite 300, Chicago, IL 60601, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
Thomas J. Bell, III Byline Bancorp, Inc. and Byline Bank Chicago, IL 60601Employment Agreement • April 11th, 2023 • Byline Bancorp, Inc. • State commercial banks
On behalf of the Board of Directors of each of Byline Bancorp, Inc., a Delaware corporation (the “Holding Company”), and Byline Bank, an Illinois chartered bank (the “Company”), (the “Holding Company Board” and the “Board”, respectively), I am pleased to confirm your continued employment on the terms set forth in this letter (this “Agreement”). In this Agreement, references to your employment by the Company or your duties or obligations to the Company shall include your employment by and duties and obligations to the Holding Company, and references in this Agreement to the Company’s obligations to provide compensation or make payments to you shall include obligations of the Holding Company to pay or provide, or to cause the Company to pay or provide, in either case without duplication, such compensation or payments to you. In addition, references to the Board shall include the Holding Company Board.
AGREEMENT AND PLAN OF MERGER by and among BYLINE BANCORP, INC., WILDCAT ACQUISITION CORPORATION and FIRST EVANSTON BANCORP, INC. Dated as of November 27, 2017Merger Agreement • November 30th, 2017 • Byline Bancorp, Inc. • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 27, 2017 (this “Agreement”), by and among Byline Bancorp, Inc., a Delaware corporation (“Parent”), Wildcat Acquisition Corporation, an Illinois corporation (“Merger Sub”) and First Evanston Bancorp, Inc., an Illinois corporation (the “Company”).
RESTRICTED SHARE AWARD AGREEMENT (PERFORMANCE-BASED VESTING)Restricted Share Award Agreement • March 4th, 2021 • Byline Bancorp, Inc. • State commercial banks • Delaware
This Restricted Share Award Agreement (this “Award Agreement”) evidences a performance-based award of restricted shares (the “Restricted Shares” or “Shares”) by Byline Bancorp, Inc., a Delaware corporation (“Byline”), under the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 30th, 2018 • Byline Bancorp, Inc. • State commercial banks
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated October 12, 2017 (the “Second Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, an Illinois chartered bank (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
Timothy HadroEmployment Agreement • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks
On behalf of the Board of Directors (the “Board”) of Byline Bank, an Illinois chartered bank (the “Company”), I am pleased to offer you employment with the Company on the terms set forth in this letter (“Agreement”).
Byline Bancorp, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE AWARD AGREEMENT (TIME-BASED VESTING)Restricted Share Award Agreement • March 4th, 2024 • Byline Bancorp, Inc. • State commercial banks
This Restricted Share Award Agreement (this “Award Agreement”) evidences an award of restricted shares (the “Restricted Shares”) by Byline Bancorp, Inc., a Delaware corporation (“Byline”), under the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 16th, 2018 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated October 11, 2018 (the “Third Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, an Illinois chartered bank (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
FIRST AMENDED and RESTATED Revolving credit AGREEMENTRevolving Credit Agreement • October 15th, 2020 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of October 9, 2020 (this “Agreement”), is entered into by and between BYLINE BANCORP, INC., a Delaware corporation, as Borrower (“Borrower”) and CIBC BANK USA, as Lender (“CIBC Bank” or “Lender”).
REVOLVING CREDIT AGREEMENT dated as of October 13, 2016 BETWEEN BYLINE BANCORP, INC., an Illinois corporation as Borrower, and THE PRIVATEBANK AND TRUST COMPANY, as LenderRevolving Credit Agreement • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS REVOLVING CREDIT AGREEMENT, dated as of October 13, 2016 (this “Agreement”), is entered into by and between BYLINE BANCORP, INC., an Illinois corporation, as Borrower (“Borrower”) and THE PRIVATEBANK AND TRUST COMPANY, as Lender (“PrivateBank” or “Lender”).
COMPANY VOTING AGREEMENTCompany Voting Agreement • November 15th, 2024 • Byline Bancorp, Inc. • State commercial banks • Delaware
THIS COMPANY VOTING AGREEMENT (this “Agreement”) is entered into as of September 30, 2024, by and among Byline Bancorp, Inc., a Delaware corporation (“Byline”), and those stockholders of First Security Bancorp, Inc. (the “Company”) whose names appear on the signature page of this Agreement (such stockholders collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder”).
WAIVER LETTER June 7, 2017Waiver Letter • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks
BYLINE BANCORP, INC.Restricted Share Award Agreement • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks
This Restricted Share Award Agreement (this “Award Agreement”) evidences an award of restricted shares (the “Restricted Shares”) by Byline Bancorp, Inc., a Delaware corporation (“Byline”), under the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.
Byline Bancorp, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE AWARD AGREEMENT (PERFORMANCE-BASED VESTING)Restricted Share Award Agreement • May 5th, 2023 • Byline Bancorp, Inc. • State commercial banks • Delaware
This Restricted Share Award Agreement (this “Award Agreement”) evidences a performance-based award of restricted shares (the “Restricted Shares” or “Shares”) by Byline Bancorp, Inc., a Delaware corporation (“Byline”), under the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 17th, 2019 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated October 10, 2019 (the “Fourth Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
Thomas Abraham Re:Employment Terms Dear Tom:Employment Agreement • April 20th, 2021 • Byline Bancorp, Inc. • State commercial banks
On behalf of the Board of Directors (the “Board”) of Byline Bank, an Illinois chartered bank (the “Company”), I am pleased to confirm your continued employment with the Company on the terms set forth in this letter (“Agreement”).
BYLINE BANK Chicago, Illinois 60601Employment Agreement • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks
Reference is made to that certain (i) Employment Agreement between Ridgestone Financial Services, Inc., a Wisconsin corporation (“Ridgestone”), and you dated as of January 1, 2012 and amended as of May 16, 2014 (and amended thereafter respecting your 2015 Performance Bonus and Stock Bonus Calculation) (“Ridgestone Employment Agreement”) and (ii) Employment Agreement Cancellation Agreement between Ridgestone and you, dated of even date herewith (the “Cancellation Agreement”).
REPURCHASE AGREEMENTRepurchase Agreement • July 17th, 2017 • Byline Bancorp, Inc. • State commercial banks
This REPURCHASE AGREEMENT (this “Agreement”), dated as of July , 2017, is entered into by and among the holder identified on the signature page hereof (the “Holder”), and Byline Bancorp, Inc., a Delaware corporation (the “Company”).
SERVICES AND COVENANT AGREEMENTServices Agreement • June 1st, 2018 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS SERVICES AND COVENANT AGREEMENT (this “Agreement”), dated as of November 27, 2017, is entered into by and between Byline Bancorp, Inc., a Delaware corporation (“Parent”), and Robert R. Yohanan (the “Advisor”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of November 27, 2017 by and between Parent, Wildcat Acquisition Corporation, an Illinois corporation, and First Evanston Bancorp, Inc., an Illinois corporation (the “Company”) (the “Merger Agreement”)). 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.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENTTerm Loan and Revolving Credit Agreement • May 30th, 2024 • Byline Bancorp, Inc. • State commercial banks
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT is dated May 24, 2024, but effective May 26, 2024 (the “First Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
BYLINE BANCORP EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • June 19th, 2017 • Byline Bancorp, Inc. • State commercial banks • Illinois
This Stock Option Agreement (“Agreement”) is entered into by and between Byline Bancorp, Inc., an Illinois corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of a Group Company, hereinafter referred to as the “Participant”. Capitalized terms not defined herein shall have the meaning set forth in the Byline Bancorp Equity Incentive Plan (the “Plan”).
SECOND AMENDED and RESTATED TERM LOAN AND Revolving credit AGREEMENT dated as of May 26, 2023 betweenTerm Loan and Revolving Credit Agreement • May 26th, 2023 • Byline Bancorp, Inc. • State commercial banks
THIS SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT, dated as of May 26, 2023 (this “Agreement”), is entered into by and between BYLINE BANCORP, INC., a Delaware corporation, as Borrower (“Borrower”) and CIBC BANK USA, as Lender (“CIBC Bank” or “Lender”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 14th, 2022 • Byline Bancorp, Inc. • State commercial banks • Illinois
This Second Amendment to First Amended and Restated Revolving Credit Agreement (the “Second Amendment”) is made and entered into as of October 7, 2022, but effective October 7, 2022, by and between Byline Bancorp, Inc., a Delaware corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 13th, 2021 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated October 8, 2021 (the “First Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
Brogan PtacinChange in Control Severance Agreement • August 10th, 2020 • Byline Bancorp, Inc. • State commercial banks • Illinois
On behalf of Byline Bank (“Byline Bank”), we are pleased to provide you with change in control severance protection pursuant to the terms of this letter agreement (“Letter Agreement” or “Agreement”). Capitalized terms not defined in the body of this Letter Agreement shall have the meanings set forth on the attachment hereto, which is incorporated herein by reference (the “Attachment”).
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 15th, 2020 • Byline Bancorp, Inc. • State commercial banks • Illinois
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated June 10, 2020 (the “Fifth Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation (the “Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
