STOCK CONVERSION, VOTING AND SUPPORT AGREEMENTStock Conversion, Voting and Support Agreement • October 5th, 2012 • MFP Investors LLC • State commercial banks • Washington
This Stock Conversion, Voting and Support Agreement (“Agreement”) is made and entered into by and between Columbia Banking System, Inc., a Washington corporation (“Purchaser”), and MFP Partners, L.P. (“Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.
WAIVER AGREEMENTWaiver Agreement • October 5th, 2012 • MFP Investors LLC • State commercial banks • New York
THIS WAIVER AGREEMENT (the “Waiver Agreement”), dated September 25, 2012, is entered into by and between West Coast Bancorp, an Oregon corporation (the “Company”), and MFP Partners, L.P., a Delaware limited partnership (“MFP”). Capitalized terms used, but not otherwise defined, in this Waiver shall have the meanings given to them in the Investment Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • October 5th, 2012 • MFP Investors LLC • State commercial banks
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
