ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEEGuarantee Agreement • November 1st, 2004 • Royal Bancshares of Pennsylvania Inc • State commercial banks • New York
EXHIBIT 2 PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • March 15th, 2001 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2014 • Royal Bancshares of Pennsylvania Inc • State commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2014, by and among Royal Bancshares of Pennsylvania, Inc., a Pennsylvania corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractSecurities Purchase Agreement • March 11th, 2014 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2014, by and among Royal Bancshares of Pennsylvania, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AND INFORMATION AGENT AGREEMENTSubscription and Information Agent Agreement • October 18th, 2013 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 12th day of September, 2013 by and between, Royal Bancshares of Pennsylvania, Inc., a Pennsylvania corporation (the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2007 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS AGREEMENT is made as of the 22 day of September, 2006 between ROYAL BANCSHARES OF PENNSYLVANIA, INC. (“Corporation”), a Pennsylvania business corporation having a place of business at 732 Montgomery Avenue, Narberth, Pennsylvania 19072, ROYAL BANK AMERICA (“Bank”) a state chartered bank having a place of business at 732 Montgomery Avenue, Narberth Pennsylvania 19072, and James J. McSwiggan, Jr. (“Executive”), an individual residing at 211 Twinings Lane, Wayne, PA 19087.
EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2013 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS AGREEMENT (“Agreement”) is made as of this 20th day of November, 2013 (the “Effective Date”), between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (the “Corporation”), ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank”), and MICHAEL S. THOMPSON, an adult individual (“Executive”).
SERP PARTICIPATION AGREEMENT — GROUP ISerp Participation Agreement • November 13th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks
THIS AGREEMENT, made as of the 1st day of January 2007, by and between Royal Bank America, a Pennsylvania state-chartered bank (the “Bank”), and Robert Tabas, a key management employee of the Bank (the “Participant”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN BRYN MAWR BANK CORPORATION AND ROYAL BANCSHARES OF PENNSYLVANIA, INC.Merger Agreement • February 2nd, 2017 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation (“BMBC”), and Royal Bancshares of Pennsylvania, Inc., a Pennsylvania corporation (“RBPI”).
NON-SOLICITATION AND CHANGE IN CONTROL AGREEMENTNon-Solicitation and Change in Control Agreement • May 13th, 2015 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS AGREEMENT, made the ___ day of ___ 2015, between ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank” or the “Employer”), and ___________________, an adult individual (“Employee”).
United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 February 20, 2009Securities Purchase Agreement • February 26th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2010 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Stock Purchase Agreement (“Agreement”) is made as of August 25, 2010, by and between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation and registered bank holding company (“Seller”), and EDWARD E. SHIN, an adult individual and resident of the Commonwealth of Pennsylvania, on behalf of himself and a group of individual Korean-American investors (collectively, “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2015 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS AGREEMENT (“Agreement”) is made as of this 10th day of March 2015 (the “Effective Date”), between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (the “Corporation”), ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank”) and F. KEVIN TYLUS, an adult individual (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS AGREEMENT is made as of the 1st day of June 2008 between ROYAL BANCSHARES OF PENNSYLVANIA, INC. (“Corporation”), a Pennsylvania business corporation having a place of business at 732 Montgomery Avenue, Narberth, Pennsylvania 19072, ROYAL BANK AMERICA (“Bank”) a state chartered bank having a place of business at 732 Montgomery Avenue, Narberth Pennsylvania 19072, and ROBERT A. KUEHL (“Executive”), an individual.
GUARANTY FEE AGREEMENTGuaranty Fee Agreement • November 26th, 2008 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Guaranty Fee Agreement is made the 3rd day of September 2008 by and between LEE E. TABAS and 2008 IRREVOCABLE AGREEMENT OF TRUST FOR THE FAMILY OF LEE E. TABAS (“Trust”).
INVESTMENT AGREEMENTInvestment Agreement • November 1st, 2013 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS INVESTMENT AGREEMENT (“Agreement”) is made as of September 4, 2013, by and between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania corporation (“Issuer”), and EMERALD ADVISERS, INC., a Pennsylvania business corporation (“Investor”). Investor is entering into this agreement on behalf of accounts that it manages or advises and for which it has discretionary authority to buy or sell shares.
CONSULTING AND NONCOMPETITION AGREEMENTConsulting Agreement • June 20th, 2012 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This CONSULTING AND NONCOMPETITION AGREEMENT (this “Agreement”) is made as of this 1st day of July, 2012 (the “Effective Date”), between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (the “Corporation”), ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank”) (together, the “Employer”), and James J. McSwiggan Jr. (JJM), an adult individual (the “Consultant”).
Written Agreement by and between ROYAL BANCSHARES OF PENNSYLVANIA, Docket No. 10-022-WA/RB-HC INC. Narberth, Pennsylvania and FEDERAL RESERVE BANK OF PHILADELPHIA Philadephia, PennsylvaniaWritten Agreement • March 18th, 2010 • Royal Bancshares of Pennsylvania Inc • State commercial banks
WHEREAS, Royal Bancshares of Pennsylvania, Inc, Narberth, Pennsylvania (“Bancshares”), a registered bank holding company, owns and controls Royal Bank America, Narberth, Pennsylvania (“Royal Bank”), and Royal Asian Bank, Philadelphia, Pennsylvania, both state nonmember banks (collectively, the “Banks”), and various nonbank subsidiaries;
ROYAL LOGO]Subscription Rights Agreement • September 4th, 2013 • Royal Bancshares of Pennsylvania Inc • State commercial banks
This letter is being distributed by Royal Bancshares of Pennsylvania, Inc. (“Royal”) to all holders of record of shares of its common stock at 5:00 p.m., Eastern Time, on ____, 2013 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of nontransferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Class A Common Stock, par value $2.00 per share (the “Class A Common Stock”) of Royal. The Rights and Class A Common Stock are described in the Royal prospectus dated _______ __, 2013 (the “Prospectus”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks
AGREEMENT made this 18th day of February 2009, by and between ROYAL BANCSHARES OF PENNSYLVANIA, INC. (“Corporation”), a Pennsylvania business corporation having a place of business at 732 Montgomery Avenue, Narberth, Pennsylvania 19072, ROYAL BANK AMERICA (“Bank”), a state chartered bank having a place of business at 732 Montgomery Avenue, Narberth Pennsylvania 19072, and JAMES J. MCSWIGGAN, JR. (“Executive”), an individual residing at 211 Twinings Lane, Wayne, PA 19087.
FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C.Stipulation and Consent Agreement • July 16th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks
Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST (“CONSENT AGREEMENT”) by the Federal Deposit Insurance Corporation (“FDIC”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC and Royal Bank America, Narberth, Pennsylvania (“Bank”), as follows:
SERP PARTICIPATION AGREEMENT — GROUP ISerp Participation Agreement • November 13th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks
THIS AGREEMENT, made as of the 1st day of January 2007, by and between Royal Bank America, a Pennsylvania state-chartered bank (the “Bank”), and Joseph P. Campbell, a key management employee of the Bank (the “Participant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2014 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of August 14, 2013, by and between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (“Seller”), and The Daniel M. Tabas Trust (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2015 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS AGREEMENT (“Agreement”) is made as of this 4th day of March 2015 (the “Effective Date”), between ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank”) and F. KEVIN TYLUS, an adult individual (“Executive”).
INVESTMENT AGREEMENT (Covered by a Resale Registration Statement)Investment Agreement • March 11th, 2014 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
THIS INVESTMENT AGREEMENT (“Agreement”) is made as of March 6, 2014, by and between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania corporation (“Issuer”), and EMERALD ADVISERS, INC., a Pennsylvania business corporation (“Investor”). Investor is entering into this agreement on behalf of accounts that it manages or advises and for which it has discretionary authority to buy or sell shares.
GUARANTY AGREEMENTGuaranty Agreement • November 26th, 2008 • Royal Bancshares of Pennsylvania Inc • State commercial banks
THIS GUARANTY (hereinafter referred to as the “Guaranty”), made this 3rd day of September, 2008, by Lee E. Tabas, for himself, his heirs, legal representatives, successors and assigns with an address at One Dove Lane, Haverford, PA. 19041 (hereinafter referred to as “Guarantor”), in favor of Evelyn Rome Tabas with an address at c/o Royal Plaza, 915 Montgomery Avenue, Narberth, PA. 19072 (hereinafter referred to as “Seller”).
ROYAL LOGO] SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OFFERED PURSUANT TO SUBSCRIPTION RIGHTS DISTRIBUTED TO STOCKHOLDERS OF ROYAL BANCSHARES OF PENNSYLVANIA, INC. THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., EASTERN...Subscription Rights Agreement • September 4th, 2013 • Royal Bancshares of Pennsylvania Inc • State commercial banks
This letter is being distributed to brokers, securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Royal Bancshares of Pennsylvania, Inc. (“Royal”) of shares of Royal Class A Common Stock, par value $2.00 per share (the “Class A Common Stock”), pursuant to nontransferable subscription rights (the “Subscription Rights”) distributed to all holders of record (the “Recordholders”) of shares of Royal common stock at 5:00 p.m., Eastern Time, on ___, 2013 (the “Record Date”). The Subscription Rights and Class A Common Stock are described in Royal’s offering prospectus dated _________ __, 2013 (the “Prospectus”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • October 17th, 2014 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is made and entered into by and between Royal Bancshares of Pennsylvania, Inc. (the “Corporation”), Royal Bank America (the “Bank”), and Andrew J. Miller (“Executive”). The Corporation, the Bank, and Executive shall be referred to herein as the “Parties” or, each separately, a “Party.”
EXHIBIT A NEGOTIABLE PROMISSORY NOTEPromissory Note • November 26th, 2008 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Note is a Purchase Price Note referred to in that certain Stock Purchase Agreement dated the same date hereof by and between Maker, and Payee and others named therein (the “Agreement”), and is subject to the terms and conditions of the Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used in this Note without definition shall have the respective meaning set forth in the Agreement.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 20th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Amendment to Stock Purchase Agreement (“Amendment”) is made as of November 16, 2009, by and between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation and registered bank holding company (“Seller”), and ROYAL ASIAN BANCSHARES, INC., a Pennsylvania business corporation (“Buyer”).
Royal Bancshares of Pennsylvania, Inc. 732 Montgomery Avenue Narberth, Pennsylvania 19072 February 20, 2009Securities Purchase Agreement • March 30th, 2009 • Royal Bancshares of Pennsylvania Inc • State commercial banks
Royal Bancshares of Pennsylvania, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of the Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • October 16th, 2008 • Royal Bancshares of Pennsylvania Inc • State commercial banks • Pennsylvania
This Transition and Separation Agreement (this “Agreement”) made as of this 10th day of October 2008, between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (“Corporation”), ROYAL BANK AMERICA (“Bank” and, collectively with Corporation, “Royal”), a Pennsylvania state-chartered bank, and JOSEPH P. CAMPBELL, an individual (“Executive”).
