THE BANCORP, INC. Up to $50,000,000 of Shares of Common Stock (par value $1.00 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 11th, 2014 • Bancorp, Inc. • National commercial banks • New York
The Bancorp, Inc., a Delaware corporation (the “Company”), and The Bancorp Bank, a wholly-owned subsidiary of the Company (the “Bank”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of December 31, 2004 is made and entered into by and among THE BANCORP BANK, a Delaware banking corporation ("Bank"), THE BANCORP, INC., a Delaware corporation ("Parent," and collectively...Agreement and Plan of Merger • January 6th, 2005 • Bancorp, Inc. • National commercial banks • Delaware
Exhibit 4.5 GRANT OF NON-QUALIFIED STOCK OPTION PURSUANT TO THE BANCORP BANK 2003 STOCK OPTION PLAN ---------------------- THIS Agreement is made as of the ___ day of ________, ____ (the "DATE OF GRANT") by and between __________________ ("GRANTEE")...Bancorp, Inc. • April 26th, 2005 • National commercial banks
ARTICLE 1. DEFINITIONSInvestor Rights Agreement • July 15th, 2004 • Bancorp, Inc. • Pennsylvania
Exhibit 4.5 GRANT OF NON-QUALIFIED STOCK OPTION PURSUANT TO THE BANCORP, INC. 1999 STOCK OPTION PLAN ---------------------- THIS Agreement is made as of the ______ day of _____, _____ (the "DATE OF GRANT") by and between _____________ ("GRANTEE") and...Non-Qualified • April 26th, 2005 • Bancorp, Inc. • National commercial banks
ARTICLE I DEFINITIONSInvestor Rights Agreement • July 15th, 2004 • Bancorp, Inc. • Delaware
10,000,000 Shares The Bancorp, Inc. Common Stock par value $1.00 per share Underwriting AgreementUnderwriting Agreement • August 17th, 2009 • Bancorp, Inc. • National commercial banks • New York
The Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of 10,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,500,000 additional shares (the “Optional Shares”) of the common stock, $1.00 par value per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
Exhibit 4.6 GRANT OF INCENTIVE STOCK OPTION PURSUANT TO THE BANCORP BANK 2003 STOCK OPTION PLAN THIS Agreement is made as of the ___ day of _______, _____ (the "DATE OF GRANT") by and between _____________ ("GRANTEE") and THE BANCORP BANK (together...Grant of Incentive • April 26th, 2005 • Bancorp, Inc. • National commercial banks
4,000,000 Shares The Bancorp, Inc. Common Stock par value $1.00 per share Underwriting AgreementUnderwriting Agreement • December 21st, 2012 • Bancorp, Inc. • National commercial banks • New York
The Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of 4,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 600,000 additional shares (the “Optional Shares”) of the common stock, $1.00 par value per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
6,100,000 Shares The Bancorp, Inc. Common Stock par value $1.00 per share Underwriting AgreementUnderwriting Agreement • March 3rd, 2011 • Bancorp, Inc. • National commercial banks • New York
The Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom UBS Securities LLC and Sandler O’Neill & Partners, L.P. are acting as joint book running managers and representatives (the “Representatives”), an aggregate of 6,100,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 915,000 additional shares (the “Optional Shares”) of the common stock, $1.00 par value per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
100,000,000 Aggregate Principal Amount ofUnderwriting Agreement • August 13th, 2020 • Bancorp, Inc. • National commercial banks • New York
The Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom PIPER SANDLER & CO. is acting as representative (the “Representative”) $100,000,000 aggregate principal amount of its 4.75% Senior Notes due 2025 (the “Securities”). The Securities are to be issued pursuant to an Indenture, to be dated as of August 13, 2020 (the “Base Indenture”), between the Company, as issuer, and Wilmington Trust, National Association, as the trustee (the “Trustee”), as supplemented by a Supplemental Indenture between the Company and the Trustee, to be dated as of August 13, 2020 (the “First Supplemental Indenture” and the Base Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”).
BACKGROUNDSublease and Technical Support Agreement • July 15th, 2004 • Bancorp, Inc.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 27th, 2015 • Bancorp, Inc. • National commercial banks • Delaware
This ASSET PURCHASE AGREEMENT, dated as of October 23, 2015 (this "Agreement"), is by and between The Bancorp Bank, a Delaware chartered commercial bank ("Seller"), and HealthEquity, Inc., a Delaware corporation ("Buyer").
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • May 14th, 2020 • Bancorp, Inc. • National commercial banks • Delaware
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of The Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. Copies of the Plan and prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future s
THE BANCORP, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, Paying Agent and Security Registrar FIRST SUPPLEMENTAL INDENTURE Dated as of August 13, 2020Indenture • August 13th, 2020 • Bancorp, Inc. • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 13, 2020, is between The Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (herein called the “Trustee”).
Form of Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 17th, 2018 • Bancorp, Inc. • National commercial banks • Delaware
This restricted stock unit agreement ("Restricted Stock Unit Award" or "Agreement") is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the "Plan") of The Bancorp, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the "Participant") hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company ("Committee") will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires,
STOCK PURCHASE AGREEMENT by and among THE BANCORP, INC., AMERICAN HOME MORTGAGE HOLDINGS, INC. and AMERICAN HOME BANK dated as of April 1, 2009Stock Purchase Agreement • June 4th, 2009 • Bancorp, Inc. • National commercial banks • New York
This Stock Purchase Agreement (this “Agreement”), dated as of April 1, 2009, is entered into by and among The Bancorp, Inc. (“Purchaser”), American Home Mortgage Holdings, Inc., a Delaware corporation, as a debtor and debtor in possession (“Parent”), and American Home Bank, a federal savings association organized under the laws of the United States of America (the “Bank”).
PURCHASE AND ASSUMPTION AGREEMENTEscrow Agreement • August 9th, 2007 • Bancorp, Inc. • National commercial banks • Delaware
This PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of July 13, 2007, is entered into by and between BankFirst, a South Dakota banking corporation (“Seller”) and The Bancorp, Inc., a Delaware corporation (“Buyer”).
EXHIBIT 10.5 [GRAPHIC OMITTED] TRM AND THE BANCORP.COM ATM AGREEMENTAtm Agreement • July 15th, 2004 • Bancorp, Inc. • Oregon
THE BANCORP, INC. 409 Silverside Road Wilmington, DE 19809Bancorp, Inc. • July 13th, 2009 • National commercial banks
Form of Restricted Stock Award AgreementRestricted Stock Award Agreement • May 14th, 2020 • Bancorp, Inc. • National commercial banks • Delaware
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of The Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. Copies of the Plan and prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 9th, 2007 • Bancorp, Inc. • National commercial banks • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 13, 2007, is entered into by and between BankFirst, a South Dakota banking corporation (“BankFirst”) and The Bancorp, Inc., a Delaware corporation (“Bancorp”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2016 • Bancorp, Inc. • National commercial banks • Delaware
The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of The Bancorp, Inc., a Delaware corporation (the "Company"), and that as such he is authorized to execute and deliver this certificate in the name and on behalf of the Company and in connection with the Securities Purchase Agreement, dated as of June __, 2016, by and among the Company and the investors party thereto (the "Purchase Agreement"), and further certifies in his official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.
ASSET PURCHASE AGREEMENT by and between THE BANCORP BANK and MILLENNIUM TRUST COMPANY, LLC, dated as of July 10, 2018Escrow Agreement • July 10th, 2018 • Bancorp, Inc. • National commercial banks • Delaware
This ASSET PURCHASE AGREEMENT, dated as of July 10, 2018 (this “Agreement”), is by and between The Bancorp Bank, a Delaware chartered commercial bank (“Seller”), and Millennium Trust Company, LLC, an Illinois limited liability company (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 28th, 2015 • Bancorp, Inc. • National commercial banks • New York
This Purchase and Sale Agreement, dated as of December 30, 2014 (“Agreement”), is entered into between The Bancorp Bank, a Delaware banking corporation (together with its successors-in-interest, the “Seller”), and Walnut Street 2014-1 Issuer, LLC, a Delaware limited liability company (the “Issuer”).
Stock Option Granted by THE BANCORP, INC. under the THE BANCORP, INC. STOCK OPTION AND EQUITY PLAN OF 2013Stock Option • May 10th, 2013 • Bancorp, Inc. • National commercial banks
This Stock Option Award Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the Stock Option and Equity Plan of 2013 (the “Plan”) of The Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2016 • Bancorp, Inc. • National commercial banks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of August 5, 2016, by and among The Bancorp, Inc., a Delaware corporation ("Bancorp"), and the purchasers that are signatories hereto (each a "Purchaser" and collectively the "Purchasers").
THE BANCORP, INC. 409 Silverside Road Wilmington, DE 19809Bancorp, Inc. • July 13th, 2009 • National commercial banks
AMENDED AND RESTATED SUBLEASE AGREEMENTSublease Agreement • November 9th, 2006 • Bancorp, Inc. • National commercial banks • Pennsylvania
THIS AMENDED AND RESTATED SUBLEASE (“Sublease”) is made effective as of the 30th day of June, 2006 (the “Effective Date”) by and between THE BANCORP, INC., a Delaware corporation, f/k/a Bancorp.com, Inc., and THE BANCORP BANK, jointly and severally (collectively, “Sublessor”) and RAIT PARTNERSHIP, L.P., a Delaware limited partnership (“Sublessee”).
THE BANCORP, INC. STOCK OPTION AND EQUITY PLAN OF 2011 RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 29th, 2013 • Bancorp, Inc. • National commercial banks • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 2013 (the “Date of Grant”), is delivered by The Bancorp, Inc. (the “Company”) to the “Grantee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 8th, 2016 • Bancorp, Inc. • National commercial banks • Delaware
This SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 5th day of August 2016, by and between The Bancorp, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule A hereto (each an "Investor" and collectively the "Investors").
THE BANCORP, INC. STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • January 20th, 2006 • Bancorp, Inc. • National commercial banks • Delaware
On this, the day of , 200 (the “Date of Grant”), The Bancorp, Inc., a Delaware corporation (the “Company”), hereby grants to (the “Grantee”) a Stock Unit Award (the “Award”), of stock units (the “Stock Units”) under The Bancorp, Inc. 2005 Omnibus Equity Compensation Plan (the “Plan”). Each Stock Unit represents the Grantee’s right to receive one share of common stock of the Company (the “Common Stock”) on a future redemption date, subject to the terms and conditions set forth in this Agreement and the Plan.
AMENDMENT 2008-1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2008 • Bancorp, Inc. • National commercial banks • Pennsylvania
THIS AMENDMENT, dated as of December 10, 2008, between The Bancorp, Inc., a Delaware corporation, (the “Company”) and Betsy Z. Cohen (“Executive”).
Stock Award Granted by THE BANCORP, INC. under the THE BANCORP, INC. STOCK OPTION AND EQUITY PLAN OF 2013Stock Award • May 10th, 2013 • Bancorp, Inc. • National commercial banks
This Stock Award Agreement (the “Stock Award” or this “Agreement”) is and will be subject in every respect to the provisions of the Stock Option and Equity Plan of 2013 (the “Plan”) of The Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Stock Award pursuant to the Plan. The holder of this Stock Award (the “Participant”) hereby accepts this Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
Form of2020 Equity Incentive Plan • May 14th, 2020 • Bancorp, Inc. • National commercial banks
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of The Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. Copies of the Plan and prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidi
