Up to 5,657,735 Shares BOGOTA FINANCIAL CORP. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • October 21st, 2019 • Bogota Financial Corp. • Savings institutions, not federally chartered • New York
INCENTIVE STOCK OPTIONIncentive Stock Option Agreement • July 21st, 2021 • Bogota Financial Corp. • Savings institutions, not federally chartered • New Jersey
This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Bogota Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined i
NON-QUALIFIED STOCK OPTIONNon-Qualified Stock Option Agreement • July 21st, 2021 • Bogota Financial Corp. • Savings institutions, not federally chartered • New Jersey
This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Bogota Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defin
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2024 • Bogota Financial Corp. • Savings institutions, not federally chartered • New Jersey
This Employment Agreement (the “Agreement”) is made and entered into, effective as of March 27, 2024 (the “Effective Date”), by and between Bogota Savings Bank, a New Jersey-chartered stock savings bank (the “Bank”) and Kevin Pace (“Executive”). Any reference to the “Company” shall mean Bogota Financial Corp., the stock holding company of the Bank, or any successor thereto.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 21st, 2021 • Bogota Financial Corp. • Savings institutions, not federally chartered • New Jersey
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Bogota Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all p
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 15th, 2020 • Bogota Financial Corp. • Savings institutions, not federally chartered • New Jersey
This Change in Control Agreement (the “Agreement”) is made effective as of the 15th day of January, 2020 (the “Effective Date”), by and between Bogota Savings Bank, a New Jersey-chartered stock savings bank (the “Bank”) and Brian McCourt (“Executive”). Any reference to the “Company” shall mean Bogota Financial Corp., the newly-formed stock holding company of the Bank, or any successor thereto.
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 3, 2020 BY AND AMONG BOGOTA FINANCIAL, MHC, BOGOTA FINANCIAL CORP., BOGOTA SAVINGS BANK AND GIBRALTAR BANKMerger Agreement • September 3rd, 2020 • Bogota Financial Corp. • Savings institutions, not federally chartered • Maryland
This is an Agreement and Plan of Merger, dated as of the 3rd day of September, 2020 (the “Agreement”), by and among Bogota Financial, MHC, a New Jersey-chartered mutual holding company (the “MHC”), Bogota Financial Corp., a Maryland-chartered subsidiary holding company (“Bogota Financial”), Bogota Savings Bank, a New Jersey-chartered stock savings bank (“Bogota Savings Bank”) (the MHC, Bogota Financial and Bogota Savings Bank being collectively referred to as “Bogota”), and Gibraltar Bank, a federally chartered mutual savings bank (“Gibraltar”).
RESIGNATION AND SEPARATION AGREEMENT AND RELEASE OF CLAIMSResignation and Separation Agreement • November 30th, 2023 • Bogota Financial Corp. • Savings institutions, not federally chartered • New Jersey
This Resignation and Separation Agreement and Release of Claims (this “Agreement”), which sets forth all of the terms and conditions relating to the resignation of Joseph Coccaro as President, Chief Executive Officer and director (the “you” or “your”) of Bogota Savings Bank (the “Bank”), Bogota Financial Corp. (the “Company”), and Bogota Financial, MHC (the “MHC”), is entered into as of November 29, 2023, by and among you, the Bank, the Company, and the MHC, effective as set forth below.
June 18, 2019Independent Conversion Appraisal Services Agreement • September 9th, 2019 • Bogota Financial Corp. • Virginia
This letter sets forth the agreement whereby Bogota Savings Bank, Teaneck, New Jersey, (the “Bank”), has engaged RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services in conjunction with a minority stock offering to be conducted by a mid-tier holding company to be formed by the Bank. The specific appraisal services to be rendered, along with the timing and fee structure for these appraisal services, are described below.
