Exhibit 99.3 ------------ THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN STOCK OPTION AGREEMENT This Stock Option Agreement, dated as of June 27, 2001 (the "Agreement"), is made by and between Borel Bank & Trust...Stock Option Agreement • July 3rd, 2001 • Boston Private Financial Holdings Inc • State commercial banks • California
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2000 • Boston Private Financial Holdings Inc • State commercial banks
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 11th, 2000 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. (a Massachusetts corporation) 16,000,000 Shares of Common Stock ($1.00 Par Value Per Share) UNDERWRITING AGREEMENT July 23, 2008Underwriting Agreement • July 28th, 2008 • Boston Private Financial Holdings Inc • State commercial banks • New York
RECITALSShareholders' Agreement • July 3rd, 2001 • Boston Private Financial Holdings Inc • State commercial banks • California
SENIOR DEBT SECURITIESIndenture • April 17th, 2002 • Boston Private Financial Holdings Inc • State commercial banks • New York
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of the ___ day of February, 2001, by and among Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "Company"), and the...Registration Rights Agreement • November 6th, 2001 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
Common Stock [FORM OF] UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2000 • Boston Private Financial Holdings Inc • State commercial banks • New York
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT effective as of the 1st day of January 1996, by and among BOSTON PRIVATE BANCORP, INC., a duly organized Massachusetts corporation with a principal place of business at Ten Post Office Square,...Executive Employment Agreement • August 14th, 2001 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
Exhibit 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT dated as of July 10, 2003 (the "AGREEMENT"), by and between Boston Private Financial Holdings, Inc., a Massachusetts corporation ("BPFH"), and the undersigned directors and/or officers (each a...Voting Agreement • July 11th, 2003 • Boston Private Financial Holdings Inc • State commercial banks • California
GUARANTEE AGREEMENT BOSTON PRIVATE FINANCIAL HOLDINGS, INC. Dated as of September 27, 2005Guarantee Agreement • September 30th, 2005 • Boston Private Financial Holdings Inc • State commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of September 27, 2005, is executed and delivered by Boston Private Financial Holdings, Inc., a bank holding company incorporated in the Commonwealth of Massachusetts (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Boston Private Capital Trust II, a Delaware statutory trust (the “Issuer”).
BY AND AMONG BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AS "BUYER" SAND HILL ADVISORS, INC. THE "COMPANY" ANDAsset Purchase Agreement • November 13th, 2000 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
EMPLOYMENT AGREEMENT This AGREEMENT (the "Agreement") is made as of July 22, 1999 (the "Effective Date"), by and among RINET Company, Inc., a Massachusetts corporation (the "Employer"), Boston Private Financial Holdings, Inc., a Massachusetts...Employment Agreement • March 6th, 2000 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
EXHIBIT 1.1 BOSTON PRIVATE BANCORP, INC. (a Massachusetts corporation) 778,000 Shares of Common Stock (Par Value $1.00 Per Share) PLACEMENT AGREEMENTPlacement Agreement • March 4th, 1998 • Boston Private Bancorp Inc • State commercial banks • New York
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 1997 • Boston Private Bancorp Inc • State commercial banks • New York
WITNESSETH:Supplemental Executive Retirement Agreement • March 13th, 2002 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
Exhibit 10.4 AMENDMENT TO EXECUTIVE SALARY CONTINUATION AGREEMENT This agreement is dated the 17th day of January, 1987 by and between the Borel Bank & Trust Company ("the Corporation") and Ronald G. Fick ("the Executive"). Once December 28, 1988 the...Executive Salary Continuation Agreement • March 13th, 2002 • Boston Private Financial Holdings Inc • State commercial banks
EXHIBIT 2.1Merger Agreement • August 21st, 1997 • Boston Private Bancorp Inc • State commercial banks • Massachusetts
INDENTURE Dated as of _____________ __, 200_ SUBORDINATED DEBT SECURITIES BOSTON PRIVATE FINANCIAL HOLDINGS, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF _______________ __, 20__Indenture • April 17th, 2002 • Boston Private Financial Holdings Inc • State commercial banks • New York
Boston Private Financial Holdings, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 15th, 2010 • Boston Private Financial Holdings Inc • State commercial banks • New York
Boston Private Financial Holdings, Inc., a Massachusetts corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of · shares (the “Firm Shares”) and, at the election of the Underwriters, up to · additional shares (the “Optional Shares”) of common stock, par value $1.00 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
2,887,500 Warrants BOSTON PRIVATE FINANCIAL HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2011 • Boston Private Financial Holdings Inc • State commercial banks
WARRANT AGREEMENT Dated as of February 1, 2011 among BOSTON PRIVATE FINANCIAL HOLDINGS, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common StockWarrant Agreement • February 2nd, 2011 • Boston Private Financial Holdings Inc • State commercial banks • New York
WARRANT AGREEMENT dated as of February 1, 2011 (this “Agreement”), among Boston Private Financial Holdings, Inc., a Massachusetts corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company, N.A., a national banking association doing business at 250 Royall Street, Canton, Massachusetts (“Trust Company” and together with Computershare, the “Warrant Agent”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF WESTFIELD PARTNERS, L.L.C.Limited Liability Company Agreement • May 11th, 2000 • Boston Private Financial Holdings Inc • State commercial banks
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER by and between BOSTON PRIVATE FINANCIAL HOLDINGS, INC.,Merger Agreement • July 11th, 2003 • Boston Private Financial Holdings Inc • State commercial banks • California
EXHIBIT 2.2Registration Rights Agreement • August 21st, 1997 • Boston Private Bancorp Inc • State commercial banks • Massachusetts
EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 13th day of August, 1997, by and among Arthur J. Bauernfeind, an individual (the "Employee"), Westfield Capital Management Company, Inc., a Massachusetts corporation...Employment Agreement • February 27th, 1998 • Boston Private Bancorp Inc • State commercial banks • Massachusetts
ANDAgreement and Plan of Reorganization • July 3rd, 2001 • Boston Private Financial Holdings Inc • State commercial banks • California
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of the 1st day of October, 2001, by and among Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "Company"), and the...Registration Rights Agreement • November 6th, 2001 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
Interest in a Share of Underwriting AgreementUnderwriting Agreement • April 17th, 2013 • Boston Private Financial Holdings Inc • State commercial banks • New York
Boston Private Financial Holdings, Inc., a Massachusetts corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,000,000 depositary shares (the “Shares”), each representing a 1/40th interest in a share of its 6.95% Non-Cumulative Perpetual Preferred Stock, Series D, par value $1.00 per share and liquidation preference $1,000 per share (“Preferred Stock”), of the Company (the Shares and the Preferred Stock being collectively called the “Securities”). The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Securities and will be issued by Computershare Trust Company, N.A. (the “Depositary”) under a deposit agreement, to be dated April 24, 2013 (the “Deposit Agre
EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 13th day of August, 1997, by and among C. Michael Hazard, an individual (the "Employee"), Westfield Capital Management Company, Inc., a Massachusetts corporation ("Westfield")...Employment Agreement • February 27th, 1998 • Boston Private Bancorp Inc • State commercial banks • Massachusetts
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.Restricted Stock Unit Award Agreement • November 7th, 2017 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
Pursuant to the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the “Stock”) of the Company.
CHANGE IN CONTROL PROTECTION AGREEMENTChange in Control Protection Agreement • October 28th, 2009 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts
AGREEMENT effective as of this 27th day of October, 2009 (“the date of agreement”) by and between Boston Private Financial Holdings, a Massachusetts Corporation (the “Company”), and George L. Alexakos, an individual (the “Employee”).
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. Registration Rights AgreementRegistration Rights Agreement • July 9th, 2007 • Boston Private Financial Holdings Inc • State commercial banks • New York
Boston Private Financial Holdings, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets Corporation and SunTrust Capital Markets, Inc. (collectively, the “Initial Purchasers”) upon the terms set forth in a purchase agreement dated June 28, 2007 (the “Purchase Agreement”), $287,500,000 aggregate principal amount of its 3.00% Contingent Convertible Senior Notes due 2027 (the “Securities”). The Securities will be convertible into cash and, if the Company so elects, shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at the conversion price set forth in the Final Offering Memorandum dated June 28, 2007. The Securities will be issued pursuant to an Indenture, dated as of July 5, 2007 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agree
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AMENDED AND RESTATEDRestricted Stock Unit Award Agreement • August 5th, 2019 • Boston Private Financial Holdings Inc • State commercial banks
Pursuant to the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the “Stock”) of the Company.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. (a Massachusetts corporation) 3,800,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • December 18th, 2003 • Boston Private Financial Holdings Inc • State commercial banks • New York
