MALVERN BANCORP, INC. (a Pennsylvania-chartered Stock Corporation) Up to 3,162,500 Shares (Subject to Increase Up to 3,636,875 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • August 2nd, 2012 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus” or the “Agent”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with Malvern Bancorp, Inc., a newly-formed Pennsylvania corporation (the “Company”), Malvern Federal Bancorp, Inc., a federally-chartered stock corporation (the existing corporation referred to herein as the “Mid-Tier”), Malvern Federal Mutual Holding Company, a federally chartered mutual holding company (the “MHC”) and Malvern Federal Savings Bank, a federally-chartered savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Malvern Parties”), providing for the public offering (the “Public Offering”) by the Agent, of up to [super max] shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 8th, 2017 • Malvern Bancorp, Inc. • Savings institution, federally chartered • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of February 7, 2017 and is made by and among Malvern Bancorp, Inc., a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
MALVERN BANCORP, INC. As Issuer, and As Trustee INDENTURE Dated as of February 7, 2017Indenture • February 8th, 2017 • Malvern Bancorp, Inc. • Savings institution, federally chartered • New York
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • February 8th, 2017 • Malvern Bancorp, Inc. • Savings institution, federally chartered • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of February 7, 2017, and is made by and among Malvern Bancorp, Inc., a Pennsylvania corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FIRST BANK, MALVERN BANCORP, INC. AND MALVERN BANK, NATIONAL ASSOCIATION Dated as of December 13, 2022Agreement and Plan of Merger • July 17th, 2023 • Malvern Bancorp, Inc. • Savings institution, federally chartered • New Jersey
AMENDED AND RESTATED EMPLOYMENT AGREEMENTRelease Agreement • June 1st, 2017 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 25th day of May, 2017, between MALVERN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MALVERN FEDERAL SAVINGS BANK, a federally chartered stock savings bank (the “Bank”), and ANTHONY C. WEAGLEY, an adult individual (“Executive”).
VOTING AGREEMENTVoting Agreement • December 14th, 2022 • Malvern Bancorp, Inc. • Savings institution, federally chartered • New Jersey
This VOTING AGREEMENT, dated as of December 13, 2022 (this “Agreement”), by and among First Bank (“First Bank”), a New Jersey chartered commercial bank, Malvern Bancorp, Inc. (“Malvern”), a Pennsylvania corporation, and the undersigned stockholder and director (the “Stockholder”) of Malvern.
MALVERN Bancorp, Inc. 1,190,477 Shares of Common Stock $0.01 Par Value Per Share Underwriting AgreementMalvern Bancorp, Inc. • October 5th, 2018 • Savings institution, federally chartered • New York
Malvern Bancorp, Inc., a Pennsylvania corporation (the “Company”), the holding company for Malvern Bank, National Association (the “Bank”), confirms its agreement with Sandler O’Neill + Partners, L.P., (the “Underwriter”), subject to the terms and conditions stated herein, with respect to (i) the issuance and sale by the Company and the purchase by the Underwriter of 1,190,477 shares of the Company’s common stock, par value $0.01 per share (the “Initial Shares”) and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 178,571 additional shares of the Company’s common stock (the “Option Shares” and, together with the Initial Shares, the “Shares”).
Change of Control AGREEMENTChange of Control Agreement • May 27th, 2016 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 23rd day of May, 2016, by and between Malvern Federal Savings Bank (the “Company”) and William Woolworth (the “Employee”).
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENTAnd Cooperation Agreement • June 1st, 2017 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
This Amendment No. 1 (the “Amendment”), effective as of May 25th, 2017, to that certain Change of Control Agreement (the “CIC Agreement”), dated May 23rd, 2016, by and between Joseph Gangemi (the “Employee”) and Malvern Federal Savings Bank (the “Company”).
AGREEMENT BY AND BETWEEN Malvern Federal Savings Bank Paoli, Pennsylvania and The Comptroller of the CurrencyAgreement • October 10th, 2014 • Malvern Bancorp, Inc. • Savings institution, federally chartered
Malvern Federal Savings Bank, Paoli, Pennsylvania ("Bank") and the Comptroller of the Currency of the United States of America ("Comptroller") wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.
EMPLOYMENT AGREEMENTRelease Agreement • June 1st, 2017 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
THIS AGREEMENT (“Agreement”) is made as of this 25th day of May, 2017 (the “Effective Date”), between MALVERN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MALVERN FEDERAL SAVINGS BANK, a federally chartered stock savings bank (the “Bank”), and WILLIAM J. BOYLAN (“Executive”).
TERMINATION AGREEMENTTermination Agreement • December 1st, 2014 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
THIS TERMINATION AGREEMENT (the “Agreement”), dated this 25th day of November 2014, is by and among Malvern Bancorp, Inc. (the “Company”) and Malvern Federal Savings Bank (the “Bank,” and collectively with the Company, “Malvern”), Stilwell Value Partners VI, L.P. (“Stilwell Value Partners”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Associates, L.P. (“Associates”), Stilwell Partners, L.P., Stilwell Value LLC and Joseph Stilwell, an individual (collectively, the “Stilwell Group,” and individually, a “Stilwell Group Member”), John P. O’Grady, an individual, and Gregg H. Kanter, an individual.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN MALVERN FEDERAL SAVINGS BANK AND DENNIS BOYLERetirement Plan Agreement • December 8th, 2014 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
This Amendment No. 1 to the Amended and Restated Supplemental Executive Retirement Plan Agreement (the “SERP”) between Malvern Federal Savings Bank (the “Bank”) and Dennis Boyle (the “Executive”) is dated and effective as of the 5th day of December 2014. The SERP was originally effective as of April 1, 2004 and was last amended and restated effective as of December 16, 2008. Capitalized terms which are not defined herein shall have the same meaning as set forth in the SERP.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 14th, 2016 • Malvern Bancorp, Inc. • Savings institution, federally chartered
THIS CHANGE OF CONTROL AGREEMENT (this "Agreement"), is made on this 23rd day of May, 2016, by and between Malvern Federal Savings Bank (the "Company") and William Boylan (the "Employee").
STANDSTILL AGREEMENTStandstill Agreement • October 16th, 2013 • Malvern Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
Joseph Stilwell said, “We are pleased that our nominee will be joining the Board and that the Company has agreed to take additional actions if its ROE levels in future periods are not better than average.”
AMENDMENT TO EMPLOYMENT AGREEMENTAmendatory Agreement • December 14th, 2018 • Malvern Bancorp, Inc. • Savings institution, federally chartered
This AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 11th day of December, 2018 by and among Malvern Bancorp, Inc. (“Bancorp”), Malvern Bank, National Association (formerly Malvern Federal Savings Bank) (the “Bank” and, collectively with Bancorp, the “Company”) and Anthony C. Weagley (the “Executive”).
