Amerant Bancorp Inc., Issuer and The Bank of New York Mellon, Trustee FORM OF INDENTURE Dated as of [ ] [ ], [ ]Amerant Bancorp Inc. • June 23rd, 2023 • National commercial banks • New York
* This Table of Contents does not constitute part of the Indenture and shall not have any bearing upon the interpretation of any of its terms or provisions.
AMERANT BANCORP INC. As Issuer, AMERANT FLORIDA BANCORP INC. as Guarantor, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of March 9, 2022 4.250% Fixed-to-Floating Rate Subordinated Notes due 2032Amerant Bancorp Inc. • March 9th, 2022 • National commercial banks • New York
THIS INDENTURE dated as of March 9, 2022, is by and among AMERANT BANCORP INC., a Florida corporation (the “Company”), as issuer, AMERANT FLORIDA BANCORP INC., a Florida corporation (the “Guarantor”), as guarantor, and UMB BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 9th, 2022 • Amerant Bancorp Inc. • National commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 9, 2022, and is made by and among Amerant Bancorp Inc., a Florida 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”).
Amerant Bancorp Inc., Issuer and The Bank of New York Mellon, TrusteeAmerant Bancorp Inc. • December 19th, 2019 • National commercial banks • New York
INDENTURE, dated as of [ ] [ ], [ ], among AMERANT BANCORP INC., a corporation organized under the laws of the State of Florida (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”):
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • March 9th, 2022 • Amerant Bancorp Inc. • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 9, 2022, and is made by and among Amerant Bancorp Inc., a Florida corporation (“Company”), Amerant Florida Bancorp Inc., as Guarantor (the “Guarantor”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
●] Shares1 Mercantil Bank Holding Corporation Class A Common Stock FORM OF UNDERWRITING AGREEMENTMercantil Bank Holding Corp • November 26th, 2018 • National commercial banks • New York
Mercantil Bank Holding Corporation, a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and that certain shareholder of the Company named in Schedule II hereto (the “Selling Shareholder” or “MSF”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters, an aggregate of [●] shares of the Company’s Class A Common Stock, par value $0.10 per share (the “Common Stock”), of which (a) [●] shares are to be issued and sold by the Company and (b) [●] shares are to be sold by the Selling Shareholder. The aggregate of [●] shares to be purchased from the Company and the Selling Shareholder are called the “Firm Shares.”
DISTRIBUTION TRUST AGREEMENTDistribution Trust Agreement • November 16th, 2018 • Mercantil Bank Holding Corp • National commercial banks • Florida
This Distribution Trust Agreement (the “Agreement” or “Trust Agreement”), dated as of March 12, 2018, is by and among Mercantil Servicios Financieros, C.A., a Venezuela corporation (“MSF”), Mercantil Bank Holding Corporation, a Florida corporation (the “Company”) and TMI Trust Company, a Texas trust company, solely as trustee and not in its individual capacity (the “Trustee”), establishes the Distribution Trust (the “Trust”).
FORM CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the "Agreement") is made and entered into by and between ("Executive") (as defined in the signature page) and Amerant Bank, N.A., a national banking association (the...Change in Control Agreement • May 9th, 2023 • Amerant Bancorp Inc. • National commercial banks • Florida
AMENDMENT NO. 1 TO DISTRIBUTION TRUST AGREEMENTDistribution Trust Agreement • November 16th, 2018 • Mercantil Bank Holding Corp • National commercial banks
This Amendment No. 1 (the “Amendment”) amends the Distribution Trust Agreement (the “Agreement” or “Trust Agreement”), dated as of March 12, 2018 by and among Mercantil Servicios Financieros, C.A., a Venezuela corporation (“MSF”), Mercantil Bank Holding Corporation, a Florida corporation (the “Company”) and TMI Trust Company, a Texas trust company, solely as trustee and not in its individual capacity (the “Trustee”), which established the Distribution Trust (the “Trust”). Upon execution and delivery, this Amendment shall be immediately effective.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2018 • Mercantil Bank Holding Corp • National commercial banks • Florida
This Registration Rights Agreement, dated as of March 12, 2018 (this “Agreement”), is by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (“MSF”), and MERCANTIL BANK HOLDING CORPORATION, a Florida corporation and a subsidiary of MSF (the “Company”). Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings provided in the Separation Agreement.
MERCANTIL BANK HOLDING CORPORATION Restricted Stock Unit Agreement for Non- Employee DirectorsRestricted Stock Unit Agreement • December 28th, 2018 • Mercantil Bank Holding Corp • National commercial banks • Florida
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of December [__], 2018, by and between Mercantil Bank Holding Corporation, a Florida corporation (the “Company”), and [_________________] (the “Grantee”).
AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., and MERCANTIL BANK HOLDING CORPORATION Dated as of June 12, 2018Separation and Distribution Agreement • November 16th, 2018 • Mercantil Bank Holding Corp • National commercial banks • Florida
This Amended and Restated Separation and Distribution Agreement, dated as of March 12, 2018 (this “Agreement”), is by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (“MSF”), and MERCANTIL BANK HOLDING CORPORATION, a Florida corporation and a wholly-owned subsidiary of MSF (the “Company”). This Agreement amends and restates in its entirety the Separation and Distribution Agreement, dated as of March 12, 2018, between MSF and the Company.
46,000,000 5.75% Senior Notes due 2025 Amerant Bancorp Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2020 • Amerant Bancorp Inc. • National commercial banks • New York
Amerant Bancorp Inc., a Florida corporation (the “Company”) and Amerant Florida Bancorp Inc., a Florida corporation (the “Guarantor”), propose, subject to the terms and conditions stated herein, to issue and sell to you $46,000,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2025 (the “Notes”). The Notes will be issued pursuant to a the base indenture (the “Base Indenture”), dated as of June 23, 2020, among the Company, as issuer, the Guarantor, and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to be dated as of the Closing Date (as defined below), among the Company, as issuer, the Guarantor and the Trustee. The Notes will be guaranteed as to principal and interest pursuant to the Indenture by the Guarantor (the “Notes Guarantee” and, together with the Notes, the “Securities”).
ContractAsset Sale Agreement • January 16th, 2024 • Amerant Bancorp Inc. • National commercial banks • Florida
AMERANT BANCORP INC. CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is entered into as of [__________], 20[__] ("Effective Date") by and among [_________] ("Employee"), Amerant Bank, N.A., a national...Change in Control Severance Agreement • March 23rd, 2022 • Amerant Bancorp Inc. • National commercial banks • Florida
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, by and among Amerant Bank, N.A., a national banking association (the “Bank”), the Bank’s parent corporation, Amerant Bancorp Inc., a Florida corporation (the...Employment Agreement • January 3rd, 2024 • Amerant Bancorp Inc. • National commercial banks • Florida
ContractAmerant Bancorp Inc. • March 10th, 2023 • National commercial banks • Florida
INDENTURE among AMERANT BANCORP INC., as Issuer, AMERANT FLORIDA BANCORP INC., as the Initial Guarantor, and THE BANK OF NEW YORK MELLON, as Trustee dated as of June 23, 2020 Senior Debt Securities (Issuable in Series)Indenture • June 23rd, 2020 • Amerant Bancorp Inc. • National commercial banks • New York
INDENTURE, dated as of June 23, 2020, among Amerant Bancorp Inc., a Florida corporation (the “Corporation”), having its principal office at 220 Alhambra Circle Coral Gables, Florida 33134, Amerant Florida Bancorp Inc. (the “Initial Guarantor”) and The Bank of New York Mellon, a New York State banking corporation, as trustee (the “Trustee”).
Contract56137244;8 Consulting Agreement • February 18th, 2021 • Amerant Bancorp Inc. • National commercial banks • Florida
MERCANTIL BANK HOLDING CORPORATION Restricted Stock AgreementRestricted Stock Agreement • December 28th, 2018 • Mercantil Bank Holding Corp • National commercial banks • Florida
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of __________ ___, 20__, by and between Mercantil Bank Holding Corporation, a Florida corporation (the “Company”), and _________________ (the “Grantee”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • March 20th, 2020 • Amerant Bancorp Inc. • National commercial banks • Florida
This Separation and Consulting Agreement (the “Agreement”) is entered into as of March 16, 2020 (the “Effective Date”), by and between Alberto Peraza (“Peraza”), Alberto Peraza, LLC (“Peraza LLC”) and Amerant Bank, N.A., a national banking association (the “Bank”) and the Bank’s parent corporation, Amerant Bancorp, Inc., a Florida corporation f/k/a Mercantil Bank Holding Corporation, which, together with its subsidiaries, is hereby defined as the “Company”.
iii- 62427499;2 LIST OF SCHEDULES AND EXHIBITS: Schedule 1 Fixed Rent Amounts Exhibit A Legal Description of Premises Exhibit B Form of Subordination, Non- Disturbance and Attornment Agreement Exhibit C List of Environmental Reports Exhibit D Notice...Disturbance and Attornment Agreement • March 4th, 2022 • Amerant Bancorp Inc. • National commercial banks • Florida
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 2nd, 2021 • Amerant Bancorp Inc. • National commercial banks • Florida
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into between Alfonso Figueredo (the “Employee”) and Amerant Bank, N.A. (the “Employer”), (the Employee and the Employer are collectively the “Parties”):
CLASS B SHARE PURCHASE AGREEMENTClass B Share Purchase Agreement • January 2nd, 2019 • Mercantil Bank Holding Corp • National commercial banks • Florida
THIS CLASS B SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of December 27, 2018 is by and between MERCANTIL BANK HOLDING CORPORATION, a Florida corporation (the “Company”), and MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (“MSF”).
55854986;5 AMERANT BANCORP INC. Restricted Stock Unit Agreement for Executives This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [_________ __], 2021 (the “Date of Grant”), by and between Amerant Bancorp, Inc., a Florida...Restricted Stock Unit Agreement • February 18th, 2021 • Amerant Bancorp Inc. • National commercial banks • Florida
ContractPurchase and Sale Agreement • March 4th, 2022 • Amerant Bancorp Inc. • National commercial banks
AMERANT BANCORP INC., as Issuer AMERANT FLORIDA BANCORP INC., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent and Security Registrar FIRST SUPPLEMENTAL INDENTURE Dated as of June 23, 2020First Supplemental Indenture • June 23rd, 2020 • Amerant Bancorp Inc. • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 23, 2020, is among AMERANT BANCORP INC., a Florida corporation (the “Corporation”), AMERANT FLORIDA BANCORP INC., a Florida corporation (the “Guarantor”) and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”).
MERCANTIL BANK HOLDING CORPORATION FORM OF CLASS A STOCK PURCHASE AGREEMENTClass a Stock Purchase Agreement • March 1st, 2019 • Mercantil Bank Holding Corp • National commercial banks • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of February 25, 2019, by and among Mercantil Bank Holding Corporation, a Florida corporation (the “Company”), and to the purchaser identified on the signature page hereto (the “Purchaser”).
AMENDMENT NO. 2 TO DISTRIBUTION TRUST AGREEMENT December 20, 2018Distribution Trust Agreement • December 28th, 2018 • Mercantil Bank Holding Corp • National commercial banks
This Amendment No. 2 (the “Amendment”) further amends the Distribution Trust Agreement, dated March 12, 2018, by and among Mercantil Servicios Financieros, C.A., a Venezuela corporation (“MSF”), Mercantil Bank Holding Corporation, a Florida corporation (the “Company”) and TMI Trust Company, a Texas trust company, solely as trustee and not in its individual capacity (the “Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of March 12, 2018 (as amended, the “Trust Agreement”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Trust Agreement. This Amendment shall be effective only as provided in Section 1.
ContractRestricted Stock Unit Agreement • February 14th, 2023 • Amerant Bancorp Inc. • National commercial banks • Florida
ContractPerformance Based Restricted Stock Unit Agreement • February 14th, 2023 • Amerant Bancorp Inc. • National commercial banks • Florida
55854967;6 AMERANT BANCORP INC. Performance Based Restricted Stock Unit Agreement for Executives This PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [___________ __], 2021 (the “Date of Grant”), by and between...Restricted Stock Unit Agreement • February 18th, 2021 • Amerant Bancorp Inc. • National commercial banks • Florida
010-9264-1313/4 AGREEMENT AND PLAN OF MERGER Parent-Subsidiary Merger This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 17, 2021 by and between Amerant Bancorp Inc., a Florida corporation (“Parent”), and...4 Agreement and Plan of Merger • November 19th, 2021 • Amerant Bancorp Inc. • National commercial banks • Florida
