FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and between FirstCaribbean International Bank Limited, a company incorporated under the laws of Barbados (the “Company”), and CIBC Investments (Cayman) Limited, a Cayman Islands limited company (“CICL”).
GUARANTEEGuarantee • March 23rd, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • Ontario
Canadian Imperial Bank of Commerce, a bank governed by the Bank Act (Canada) with its registered and head office at 199 Bay Street, Commerce Court, Toronto, Ontario, Canada, M5L 1A2 (the “Bank”)
BETWEEN FIRSTCARIBBEAN INTERNATIONAL BANK (TRINIDAD & TOBAGO) LIMITED (the ‘Company’) and FIRST CITIZENS TRUSTEE SERVICES LIMITED (the ‘Trustee’) TRUST DEED Relating to: FirstCaribbean International Bank (Trinidad & Tobago) Limited TT$480,000,000.00...FirstCaribbean International Bank LTD • March 23rd, 2018 • Commercial banks, nec • Tobago
THIS DEED is made this 20th day of October in the Year of Our Lord Two Thousand and Fifteen Between FIRSTCARIBBEAN INTERNATIONAL BANK (TRINIDAD & TOBAGO) LIMITED a company incorporated under the laws of the Republic
GUARANTEEGuarantee • March 23rd, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • Ontario
Canadian Imperial Bank of Commerce, a bank governed by the Bank Act (Canada) with its registered and head office at 199 Bay Street, Commerce Court, Toronto, Ontario, Canada, M5L 1A2 (the “Bank”)
TRUST DEED dated as of December 9, 2016 betweenTrust Deed • March 23rd, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec
BETWEEN: FIRSTCARIBBEAN INTERNATIONAL BANK (JAMAICA) LIMITED, a bank licenced under the laws of Jamaica with offices at 23-27 Knutsford Boulevard, Kingston 5 in the Parish of St. Andrew, Jamaica (hereinafter called the “Bank”);
TRINIDADFirstCaribbean International Bank LTD • March 23rd, 2018 • Commercial banks, nec • Tobago
THIS DEED OF AMENDMENT is made this 4th day of July in the Year of Our Lord Two Thousand and Twelve Between FIRSTCARIBBEAN INTERNATIONAL BANK (TRINIDAD & TOBAGO) LIMITED (formerly called FIRSTCARIBBEAN INTERNATIONAL BANKING & FINANCIAL CORPORATION LIMITED) a company incorporated under the laws of the Republic of Trinidad and Tobago with its registered office at 74 Long Circular Road, Maraval, in the Island of Trinidad (hereinafter called “the Company”) of the One Part and POLANC TRUSTS LIMITED a company incorporated under of the laws of the Republic of Trinidad and Tobago with its registered office at 17-19 Pembroke Street in the City of Port of Spain, in the Island of Trinidad (hereinafter called “the Trustee”) of the Other Part.
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 10th, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • Ontario
BY AND BETWEEN: CANADIAN IMPERIAL BANK OF COMMERCE, a bank governed by the Bank Act (Canada) having its head office in Toronto, Ontario
FORM OF AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 10th, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • New York
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of [·], 2018 (the “Effective Date”), is by and between CANADIAN IMPERIAL BANK OF COMMERCE, a bank organized under the Bank Act (Canada) (“Licensor”), and FIRSTCARIBBEAN INTERNATIONAL BANK LIMITED, a bank organized under the laws of Barbados (the “Licensee”).
TRINIDADFirstCaribbean International Bank LTD • March 19th, 2018 • Commercial banks, nec • Tobago
THIS DEED OF AMENDMENT is made this 4th day of July in the Year of Our Lord Two Thousand and Twelve Between FIRSTCARIBBEAN INTERNATIONAL BANK (TRINIDAD & TOBAGO) LIMITED (formerly called FIRSTCARIBBEAN INTERNATIONAL BANKING & FINANCIAL CORPORATION LIMITED) a company incorporated under the laws of the Republic of Trinidad and Tobago with its registered office at 74 Long Circular Road, Maraval, in the Island of Trinidad (hereinafter called “the Company”) of the One Part and POLANC TRUSTS LIMITED a company incorporated under of the laws of the Republic of Trinidad and Tobago with its registered office at 17-19 Pembroke Street in the City of Port of Spain, in the Island of Trinidad (hereinafter called “the Trustee”) of the Other Part.
FORM OF SEPARATION AGREEMENTSeparation Agreement • April 10th, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • New York
This SEPARATION AGREEMENT, dated as of [·], 2018, is by and between CANADIAN IMPERIAL BANK OF COMMERCE, a bank organized under the Bank Act (Canada) (“Parent”), and CIBC Investments (Cayman) Limited, a limited company organized under the laws of the Cayman Islands (“CIBC”) and FIRSTCARIBBEAN INTERNATIONAL BANK LIMITED, a bank organized under the laws of Barbados (the “Company”). Capitalized terms used herein shall have the respective meanings assigned to them in Article 1 hereof.
FIRSTCARIBBEAN INTERNATIONAL BANK LIMITED 9,600,000 Shares Common Shares (no par value per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2018 • FirstCaribbean International Bank LTD • Commercial banks, nec • New York
CIBC Investments (Cayman) Limited, a Cayman Islands corporation (the “Selling Shareholder”), proposes to sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 9,600,000 (the “Firm Shares”) common shares, no par value per share (the “Common Shares”) of FirstCaribbean International Bank Limited, a Barbados company (the “Company”). In addition, solely for the purpose of covering over-allotments, the Selling Shareholder proposes to grant to the Underwriters the option to purchase from the Selling Shareholder up to an additional 1,440,000 Common Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
