COLUMBIA FINANCIAL, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT February 8, 2018Agency Agreement • February 14th, 2018 • Columbia Financial, Inc. • Savings institution, federally chartered • New York
Columbia Financial, Inc., a Delaware corporation (the “Company”), Columbia Bank MHC, a federally chartered mutual holding company (the “MHC”) and Columbia Bank, a federally chartered stock savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 49,832,345 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities.” In addition, as described herein, the Company will contribute a number of shares of Common Securities to the Columbia Bank Foundation (the “Foundation”) equal to 3% of the Company’s issued and outstanding shares of Common Stock upon completion of the Offerings (such shares hereinafter being referred to as the “Foundation Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2017 • Columbia Financial, Inc. • New Jersey
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on December 1, 2017, by and between Columbia Financial, Inc. (the “Company”), a Delaware corporation, Columbia Bank (the “Bank”), a federal savings bank, and John Klimowich (the “Executive”).
VOTING AGREEMENTVoting Agreement • June 7th, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
This VOTING AGREEMENT, dated as of June 6, 2019 (this “Agreement”), is by and between Columbia Financial, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Stewardship Financial Corporation, a New Jersey corporation (the “Company”) and the Company. Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).
AGREEMENT and plan of merger BY AND AMONG COLUMBIA FINANCIAL, INC. BROADWAY ACQUISITION corp. AND STEWARDSHIP FINANCIAL CORPoration DATED AS OF JUNE 6, 2019Merger Agreement • June 7th, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 6, 2019, is made and entered into by and among Columbia Financial, Inc., a Delaware corporation (“Columbia”), Broadway Acquisition Corp., a New Jersey corporation wholly-owned by Columbia (“Merger Sub”) and Stewardship Financial Corporation, a New Jersey corporation (“Stewardship”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 2, 2019 BY AND AMONG COLUMBIA BANK MHC, COLUMBIA FINANCIAL, INC., COLUMBIA BANK AND RSB BANCORP, MHC RSB BANCORP, INC. ROSELLE BANKMerger Agreement • December 3rd, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
This is an Agreement and Plan of Merger, dated as of the 2nd day of December, 2019 (“Agreement”), by and among Columbia Bank MHC, a federally chartered mutual holding company (“Columbia Bank MHC”), Columbia Financial, Inc., a Delaware chartered subsidiary holding company (“Columbia Financial”), Columbia Bank, a federally chartered stock savings bank (“Columbia Bank”) (Columbia Bank MHC, Columbia Financial and Columbia Bank being collectively referred to as “Columbia” or the “Columbia Entities”), and RSB Bancorp, MHC, a New Jersey chartered mutual holding company (“RSB MHC”), RSB Bancorp, Inc., a Delaware chartered subsidiary holding company (“RSB Bancorp”) and Roselle Bank, a New Jersey chartered stock savings bank (“Roselle Bank”) (RSB MHC, RSB Bancorp and Roselle Bank being collectively referred to as “Roselle” or the “Roselle Entities”).
FORM OFPerformance-Based Restricted Stock Award Agreement • July 23rd, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Columbia Financial, Inc. (the “Company”) has granted you a restricted stock award (the “Award”) pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan (the “Plan”) on [DATE] (the “Grant Date”). Capitalized terms used but not defined in this 2019 Performance-Based Restricted Stock Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the NASDAQ Stock Market LLC.
FORM OFRestricted Stock Award Agreement • July 23rd, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Columbia Financial, Inc. (the “Company”) has granted you a restricted stock award (the “Award”) pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan (the “Plan”) on [DATE] (the “Grant Date”). Capitalized terms used but not defined in this 2019 Time-Based Restricted Stock Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the NASDAQ Stock Market LLC.
FORM OFNon-Qualified Stock Option Award Agreement • July 23rd, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Columbia Financial, Inc. (the “Company”) has granted you a non-qualified stock option award pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan (the “Plan”) on [DATE] (the “Grant Date”). Capitalized terms used but not defined in this 2019 Non-Qualified Stock Option Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the NASDAQ Stock Market LLC.
FORM OFRestricted Stock Unit Award Agreement • July 23rd, 2019 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Columbia Financial, Inc. (the “Company”) has granted you a restricted stock unit award pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan (the “Plan”) on [DATE] (the “Grant Date”). Capitalized terms used but not defined in this 2019 Restricted Stock Unit Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the NASDAQ Stock Market LLC.
AGREEMENT AND PLAN OF MERGER DECEMBER 1, 2021 BY AND AMONG COLUMBIA BANK MHC, COLUMBIA FINANCIAL, INC., COLUMBIA BANK AND RSI BANCORP, M.H.C. RSI BANCORP, INC. RSI BANKMerger Agreement • December 1st, 2021 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
This is an Agreement and Plan of Merger, dated as of the 1st day of December, 2021 (this “Agreement”), by and among Columbia Bank MHC, a federally chartered mutual holding company (“Columbia Bank MHC”), Columbia Financial, Inc., a Delaware chartered subsidiary holding company (“Columbia Financial”), Columbia Bank, a federally chartered stock savings bank (“Columbia Bank”) (Columbia Bank MHC, Columbia Financial and Columbia Bank (including the Columbia Subsidiaries, as defined herein) being collectively referred to as “Columbia” or the “Columbia Entities”), and RSI Bancorp, M.H.C., a New Jersey chartered mutual holding company (“RSI MHC”), RSI Bancorp, Inc. a Delaware chartered subsidiary holding company (“RSI Bancorp”) and RSI Bank, a New Jersey chartered stock savings bank (“RSI Bank”) (RSI MHC, RSI Bancorp and RSI Bank (including the RSI Subsidiaries, as defined herein) being collectively referred to as “RSI” or the “RSI Entities”).
AGREEMENT AND PLAN OF MERGER JUNE 17, 2021 BY AND AMONG COLUMBIA BANK MHC, COLUMBIA FINANCIAL, INC., COLUMBIA BANK AND FREEHOLD MHC FREEHOLD BANCORP FREEHOLD BANKMerger Agreement • June 17th, 2021 • Columbia Financial, Inc. • Savings institution, federally chartered • Delaware
IN WITNESS WHEREOF, Freehold Bancorp and Columbia Financial have caused this Mid-Tier Merger Agreement to be executed as of the date and year first above written.
