RIGHTS AGREEMENT between BROADWAY FINANCIAL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Dated as of September 10, 2019Rights Agreement • September 11th, 2019 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
Agreement (as amended, supplemented or otherwise modified from time to time, the “Agreement”), dated as of September 10, 2019, between Broadway Financial Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
BROADWAY FINANCIAL CORPORATION STOCK PURCHASE AGREEMENT February 19, 2021Stock Purchase Agreement • March 31st, 2021 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
THIS STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of February 19, 2021, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), and Citicorp Banking Corporation, a Delaware corporation (the “Investor”, and together with the Company, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2014 • Broadway Financial Corp \De\ • Savings institution, federally chartered • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2021 • Broadway Financial Corp \De\ • Savings institution, federally chartered • District of Columbia
This EMPLOYMENT AGREEMENT (this “Agreement”), dated and to be effective as of November 17, 2021, is entered into by and among Broadway Financial Corporation (“BFC”), City First Bank, National Association (the “Bank”, and together with BFC, the “Company”), and Brian Argrett (the “Executive”). As used herein, the term Company shall refer to BFC in respect of the Executive’s services to BFC and to the Bank in respect of the Executive’s services to the Bank.
BROADWAY FEDERAL BANK, F.S.B. SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 30th, 2007 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 6th day of October, 2006, by and between BROADWAY FEDERAL BANK, F.S.B., a California corporation located in Los Angeles, California (the “Bank”) and PAUL HUDSON (the “Executive”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • June 17th, 2010 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
THIS BUSINESS LOAN AGREEMENT dated July 31, 2009, is made and executed between BROADWAY FINANCIAL CORPORATION (“Borrower”) and Nara Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
2. Compensation. (a) Base Salary. During the Service Period, the Executive shall be paid an annual base salary of $248,044.00 for the Executive's Services hereunder, payable in accordance with the normal and customary payroll procedures applicable to...Employment Agreement • July 17th, 2020 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Lori
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2014 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 16, 2014, between Broadway Financial Corporation, a Delaware corporation and parent company of Broadway Federal Bank, f.s.b (the “Company”), on the one hand, and Gapstow Financial Growth Capital Fund I LP, a Delaware limited partnership, and National Community Investment Fund, a trust (each an “Investor” and, collectively, the “Investors”), on the other hand. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
BROADWAY FINANCIAL CORPORATIONBroadway Financial Corp \De\ • January 27th, 2021 • Savings institution, federally chartered
Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of May 1, 2017 and among Broadway Financial Corporation, ("BFC"), Broadway Federal Bank, f.s.b. e "Bank" and, together with BFC, the "Company"), and Norman "Sandy" Bellefeuille e "Executive"). The...Employment Agreement • March 29th, 2019 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Lori
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2005 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of March 18, 2004, by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), Hot Creek Ventures 1, L.P., a Nevada limited partnership (“Ventures”), Hot Creek Capital, L.L.C., a Nevada limited liability company (“HCC”), Hot Creek Investors L.P., a Nevada limited partnership (“Investors” and, collectively with Ventures, “Stockholders”), and David M. W. Harvey, an individual resident of the State of Nevada (“Harvey” and, together with Stockholders and HCC, the “Stockholder Parties”).
BROADWAY FINANCIAL CORPORATION 4800 Wilshire Boulevard Los Angeles, CA 90010Broadway Financial Corp \De\ • November 14th, 2013 • Savings institution, federally chartered • New York
This letter will confirm our agreement that pursuant to and effective as of your purchase of capital stock of Broadway Financial Corporation, a Delaware corporation (the “Company”), the parent company of Broadway Federal Bank, F.S.B. (the “Bank”), BBCN Bancorp, Inc., a Delaware corporation (the “Investor”), shall be entitled to the following contractual rights, in addition to any other rights specifically provided to the Investor pursuant to that certain Exchange Agreement and that certain Agreement for Partial Satisfaction of Debt Previously Contracted, each dated as of the date hereof, by and between the Company and the Investor, including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Transaction Documents”):
AGREEMENT AND PLAN OF MERGER by and between BROADWAY FINANCIAL CORPORATION and CFBANC CORPORATIONAgreement and Plan of Merger • August 26th, 2020 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 25, 2020 (this “Agreement”), is by and between Broadway Financial Corporation, a Delaware corporation (“BYFC”) and CFBanc Corporation, a District of Columbia corporation (“CFB”). BYFC and CFB are sometimes referred to herein as a “party” or the “parties”.
BROADWAY FINANCIAL CORPORATION AWARD AGREEMENTAward Agreement • August 12th, 2016 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
Pursuant to this Award Agreement (“Agreement”), Broadway Financial Corporation, a Delaware corporation (the “Company”), has granted an option (the “Option”) to _______________(the “Optionee”), to purchase a total of _________ shares of the Company’s Common Stock (the “Optioned Stock”) at the Exercise Price provided herein, and in all respects subject to the provisions of the Company’s 2008 Long-Term Incentive Plan (the “Plan”), all of which are incorporated herein by reference except as otherwise provided herein. All terms defined in the Plan shall have the same meanings as used herein.
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2006 • Broadway Financial Corp \De\ • Savings institution, federally chartered
This Third Amendment, dated as of December 31, 2005 (the “Third Amendment”), to the Stock Purchase Agreement, dated as of March 18, 2004 (the “Agreement”), is made by and between Cathay General Bancorp, a Delaware corporation and a registered Bank Holding Company under the Bank Holding Company Act of 1956 as amended (“Cathay”), and Broadway Financial Corporation, a Delaware corporation and a registered savings and loan holding company under the Home Owners Loan Act (“BFC”), the parent of Broadway Federal Bank (“BFB”), a federal savings bank. BFB joins this Third Amendment as a party to the Agreement. The First Amendment to the Agreement was dated as of April 21, 2004. The Second Amendment to the Agreement was dated as of June 30, 2005.
EXCHANGE AGREEMENTExchange Agreement • April 1st, 2013 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
This Exchange Agreement (“Agreement”) is entered into by and among the Interinsurance Exchange of the Automobile Club, located at 3333 Fairview Road, Costa Mesa, California 92626 (“IEAC”), the Automobile Club of Southern California, located at 3333 Fairview Road, Costa Mesa, California 92626 (the “Club,” and, collectively with IEAC, “AAA”) and Broadway Financial Corporation, located at 4800 Wilshire Boulevard, Los Angeles, California 90010 (“Broadway”) with reference to the following facts:
BROADWAY FINANCIAL CORPORATION NON-STATUTORY STOCK OPTION AGREEMENTOption Agreement • May 6th, 2016 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
Pursuant to this Option Agreement (the “Agreement”), Broadway Financial Corporation, a Delaware corporation (the “Company”), has granted to (the “Optionee”), an option (“Option”) to purchase a total of shares of the Company’s Common Stock (the “Optioned Stock” or “Shares”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s 2008 Long-Term Incentive Plan (the “Plan”), adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein. In the case of any conflict between the Plan and this Agreement, the Plan shall govern.
ESOP LOAN AGREEMENTEsop Pledge Agreement • March 27th, 2017 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
This Loan Agreement (the “Agreement”), dated December 19, 2016, is entered into by and between Broadway Financial Corporation, a Delaware corporation (“Lender”), and Nicholas L. Saakvitne (the “Trustee”) as trustee for the Broadway Federal Bank, f.s.b. Employee Stock Ownership Plan Trust (the “Borrower”).
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2013 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
This Exchange Agreement (“Agreement”), dated as of August 22, 2013, is entered into by and among National Community Investment Fund, located at 135 South LaSalle, Suite 2040, Chicago, IL 60603 (“NCIF”), and Broadway Financial Corporation, located at 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036 (“Broadway”) with reference to the following facts:
STOCK PURCHASE AND EXCHANGE AGREEMENT between BROADWAY FINANCIAL CORPORATION and NATIONAL COMMUNITY INVESTMENT FUNDStock Purchase and Exchange Agreement • March 27th, 2017 • Broadway Financial Corp \De\ • Savings institution, federally chartered • New York
THIS SECURITIES AND EXCHANGE PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of December 21, 2016, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), and National Community Investment Fund (“NCIF”).
BROADWAY FINANCIAL CORPORATION AWARD AGREEMENTAward Agreement • March 29th, 2019 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
Pursuant to the Broadway Financial Corporation 2018 Long-Term Incentive Plan (the “Plan”), Broadway Financial Corporation (the “Company”) hereby grants a Full Value Award in the form of restricted stock to the Grantee named above covering _______shares of Common Stock of the Company (the “Award”). Upon acceptance of this Award, the Grantee shall receive the number of shares of Stock of the Company covered by the Award, subject to the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”). The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee.
Amendment No. 1 to Rights Agreement of Broadway Financial CorporationRights Agreement • August 26th, 2020 • Broadway Financial Corp \De\ • Savings institution, federally chartered
This Amendment No. 1 to Rights Agreement is executed by Broadway Financial Corporation (“Company”) and Computershare Trust Company, N.A. (“Rights Agent”) as of August 25, 2020 with reference to the following facts:
Grantee: Wayne-Kent A Bradshaw Number of Restricted Stock Units: 97,195 Date of Grant: February 21, 2018 BROADWAY FINANCIAL CORPORATION 2017 CASH-SETTLED TARP RSU AWARD AGREEMENT Broadway Financial Corporation (the "Company") hereby grants an award of...Broadway Financial Corp \De\ • March 29th, 2019 • Savings institution, federally chartered • California
BROADWAY FINANCIAL CORPORATION 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036Broadway Financial Corp \De\ • November 14th, 2013 • Savings institution, federally chartered
This letter will confirm our agreement that pursuant to and effective as of your purchase of capital stock of Broadway Financial Corporation, a Delaware corporation (the “Company”), the parent company of Broadway Federal Bank, F.S.B. (the “Bank”), Valley Economic Development Center, Inc., a California corporation (the “Investor”), shall be entitled to the following contractual rights, in addition to any other rights specifically provided to the Investor pursuant to that certain Subscription Agreement, dated as of the date hereof by and between the Company and the Investor, including any amendments or supplements thereto, and such other agreements, instruments and certificates as may be delivered in connection therewith (collectively, the “Transaction Documents”):
BROADWAY FINANCIAL CORPORATIONBroadway Financial Corp \De\ • January 27th, 2021 • Savings institution, federally chartered
Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u
Stock Purchase Agreement Among Cathay General Bancorp Broadway Financial Corporation and Broadway Federal Bank Dated as of March 18, 2004Stock Purchase Agreement • March 30th, 2005 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
THIS STOCK PURCHASE AGREEMENT, dated as of March 18, 2004 (“Agreement”), is made by and between Cathay General Bancorp, a Delaware corporation and a registered Bank Holding Company under the Bank Holding Company Act of 1956 as amended (“Cathay”), and Broadway Financial Corporation, a Delaware corporation and a registered savings and loan holding company under the Home Owners Loan Act (“BFC”), the owner of 100% of the outstanding shares of Broadway Federal Bank (“BFB”), a federal savings bank. BFB joins in this agreement for the purpose of providing certain undertakings, representations, warranties and covenants.
BROADWAY FEDERAL BANK, F.S.B. SALARY CONTINUATION AGREEMENTContinuation Agreement • November 20th, 2013 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 6th day of October, 2006, by and between BROADWAY FEDERAL BANK, F.S.B., a California corporation located in Los Angeles, California (the “Bank”) and PAUL HUDSON (the “Executive”).
E LOYMENTAGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March y and among Broadway Financial Corporation, ("BFC"), Broadway Federal Ba he "Bank" and, together with BFC, the "C ompany"), and Wayne-Kent A. Brads xecutive"). The term...Employment Agreement • March 29th, 2019 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
BROADWAY FINANCIAL CORPORATION AWARD AGREEMENTAward Agreement • August 12th, 2016 • Broadway Financial Corp \De\ • Savings institution, federally chartered • California
Pursuant to the Broadway Financial Corporation 2008 Long-Term Incentive Plan (the “Plan”), Broadway Financial Corporation (the “Company”) hereby grants a Full Value Award in the form of restricted stock to the Grantee named above covering 120,483 shares of Common Stock of the Company (the “Award”). Upon acceptance of this Award, the Grantee shall receive the number of shares of Stock of the Company covered by the Award, subject to the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”). The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee.
BROADWAY FINANCIAL CORPORATION 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036Broadway Financial Corp \De\ • November 14th, 2013 • Savings institution, federally chartered
This letter will confirm our agreement that pursuant to and effective as of your purchase of capital stock of Broadway Financial Corporation, a Delaware corporation (the “Company”), the parent company of Broadway Federal Bank, F.S.B. (the “Bank”), CJA Private Equity Financial Restructuring Master Fund I, L.P., a Cayman Islands limited partnership (the “Investor”), shall be entitled to the following contractual rights, in addition to any other rights specifically provided to the Investor pursuant to that certain Subscription Agreement, dated as of the date hereof, by and between the Company and the Investor, including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Subscription Documents”):
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • March 29th, 2021 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
This Settlement and Release Agreement ("Agreement") is entered into as of March 24, 2021 by and between Robert C. Davidson ("Davidson"), on the one hand, and Broadway Financial Corporation, a Delaware corporation, and its wholly-owned subsidiary, Broadway Federal Bank, f.s.b. (Broadway Financial Corporation and Broadway Federal Bank, f.s.b., being collectively referred to herein as "Broadway"), on the other hand, on the basis of the following facts:
UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NWLetter Agreement • June 8th, 2022 • Broadway Financial Corp \De\ • Savings institution, federally chartered • New York
WHEREAS, the United States Department of the Treasury (the “Investor” or the “Treasury”) may from time to time agree to purchase shares of preferred stock from Eligible Financial Institutions that elect to participate in the Emergency Capital Investment Program (“ECIP”);
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2006 • Broadway Financial Corp \De\ • Savings institution, federally chartered
This Second Amendment, dated as of June 30, 2005 (the “Second Amendment”), to the Stock Purchase Agreement, dated as of March 18, 2004 (the “Agreement”), is made by and between Cathay General Bancorp, a Delaware corporation and a registered Bank Holding Company under the Bank Holding Company Act of 1956 as amended (“Cathay”), and Broadway Financial Corporation, a Delaware corporation and a registered savings and loan holding company under the Home Owners Loan Act (“BFC”), the parent of Broadway Federal Bank (“BFB”), a federal savings bank. BFB joins this Second Amendment as a party to the Agreement. The First Amendment to the Agreement was dated as of April 21, 2004.
EXCHANGE AGREEMENTExchange Agreement • March 27th, 2017 • Broadway Financial Corp \De\ • Savings institution, federally chartered • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of December 21, 2016 by and between Broadway Financial Corporation (the “Company”), a Delaware corporation and parent company of Broadway Federal Bank, f.s.b., and CJA Private Equity Financial Restructuring Master Fund I L.P. (“Investor”).
rantee: Wayne-Kent/"\. Bradshaw ./ umber of Restricted Stock Units: 129,270 ate of Grant: April 26, 2017 BROADWAY FINANCIAL CORPORATION 2017 CASH-SETTLED TARP RSU AWARD AGREEMENT Broadway Financial Corporation (the "Company") hereby grants an award of...Broadway Financial Corp \De\ • March 29th, 2019 • Savings institution, federally chartered • California
