AGREEMENT AND PLAN OF MERGER by and among BERKSHIRE HILLS BANCORP, INC., Commerce Acquisition Sub, Inc. and BROOKLINE BANCORP, INC. Dated as of December 16, 2024Merger Agreement • December 16th, 2024 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 16, 2024 (this “Agreement”), by and among Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), Commerce Acquisition Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Berkshire (“Commerce Acquisition Sub, Inc.”), and Brookline Bancorp, Inc., a Delaware corporation (“Brookline”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2024 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 15th day of December, 2024, by and among Berkshire Hills Bancorp, Inc., a Delaware corporation with its principal administrative office at 60 State Street, Boston, MA 02109 (the “Holding Company”), Berkshire Bank, a Massachusetts chartered trust company, Brookline Bank, a Massachusetts chartered trust company, and Sean A. Gray (the “Executive”). Collectively the Holding Company, Berkshire Bank, and Brookline Bank shall be referred to herein as the “Company,” and either the Holding Company or either of Berkshire Bank or Brookline Bank may satisfy the Company’s obligations under this Agreement.
FORM OF SECURITIES PURCHASE AGREEMENT BY AND AMONG BERKSHIRE HILLS BANCORP, INC. AND THE OTHER SIGNATORIES THERETOSecurities Purchase Agreement • December 16th, 2024 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2024, by and among Berkshire Hills Bancorp, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2024 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2024, by and among Berkshire Hills Bancorp, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
