Exhibit 5 AMENDMENT NO. 1 TO AGREEMENT OF MERGER This Amendment No. 1 (this "Amendment") to the Agreement of Merger, dated as of December 27, 2005 (the "Merger Agreement"), is entered into as of April 13, 2006, by and among F&M Holding Company...Agreement of Merger • April 27th, 2006 • Cascade Bancorp • State commercial banks
EXECUTION VERSION W/2567925 PURCHASE AND ASSUMPTION AGREEMENT dated as of October 28, 2015 between BANK OF AMERICA, NATIONAL ASSOCIATION and BANK OF THE CASCADESPurchase and Assumption Agreement • October 29th, 2015 • Cascade Bancorp • State commercial banks • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 22nd, 2014 • Cascade Bancorp • State commercial banks • Oregon
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of October, 2013 (the “Effective Date”), by and between Bank of the Cascades, an Oregon state bank (the “Bank”), which is a wholly-owned subsidiary of Cascade Bancorp (the “Bancorp”), (sometimes together referred to as the “Company”), and Sandra R. Gianotti, an individual resident of the State of Oregon (“Executive”) (the signatories to this Agreement will be referred to jointly as the “Parties”).
RECITALSShareholders Agreement • April 27th, 2006 • Cascade Bancorp • State commercial banks
BANK OF THE CASCADES SUPPLEMENTAL EMPLOYEE RETIREMENT PLANSupplemental Employee Retirement Plan • January 22nd, 2014 • Cascade Bancorp • State commercial banks • Oregon
This SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (this “Agreement”) is adopted this 28th day of February, 2008, by and between BANK OF THE CASCADES, an Oregon corporation located in Bend, Oregon (the “Bank”), and Peggy L. Biss (the “Executive”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT dated as of November 16, 2010 between Cascade Bancorp and David F. BolgerSecurities Purchase Agreement • November 19th, 2010 • Cascade Bancorp • State commercial banks • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of November 16, 2010 (this “Agreement”), between Cascade Bancorp, an Oregon corporation, (the “Company”) and David F. Bolger, in his individual capacity (the “Investor”).
SECURITIES PURCHASE AGREEMENT dated as of November 16, 2010 between Cascade Bancorp and Weichert Enterprise LLC, Michael F. Rosinus R/O IRA, Keefe Ventures Fund LP, Alden Global Value Recovery Master Fund, L.P. and Cougar Trading, LLCRegistration Rights Agreement • November 19th, 2010 • Cascade Bancorp • State commercial banks • New York
SECURITIES PURCHASE AGREEMENT, dated as of November 16, 2010 (this “Agreement”), between Cascade Bancorp (the “Company”) and Weichert Enterprise LLC, Michael F. Rosinus R/O IRA, Keefe Ventures Fund LP, Alden Global Value Recovery Master Fund, L.P., and Cougar Trading, LLC (each an “Investor” and together the “Investors”).
AGREEMENT AND PLAN OF MERGER by and between CASCADE BANCORP and HOME FEDERAL BANCORP, INC. Dated as of October 23, 2013Agreement and Plan of Merger • November 8th, 2013 • Cascade Bancorp • State commercial banks • Idaho
this Agreement to constitute a “plan of reorganization” within the meaning of United States Department of the Treasury (“Treasury”) Regulations Section 1.368-2(g).
SIXTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2010 • Cascade Bancorp • State commercial banks • New York
This Sixth Amendment to the Securities Purchase Agreement (the “Sixth Amendment”) is entered into effective as of August 31, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended by the First Amendment to Securities Purchase Agreement dated February 16, 2010, that Second Amendment to Securities Purchase Agreement dated June 1, 2010, that Third Amendment to Securities Purchase Agreement dated June 30, 2010, that Fourth Amendment to Securities Purchase Agreement dated July 15, 2010 and that Fifth Amendment to Securities Purchase Agreement dated July 30, 2010 (the “Agreement”), between the Company and Investor. All capitalized terms not defined herein shall have the meaning ascribed to such term in
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2015 • Cascade Bancorp • State commercial banks
This Amendment (“Amendment”) to that certain Executive Employment Agreement, dated October 29, 2013 (the “Agreement”), by and between Bank of the Cascades, an Oregon state bank (the “Bank”), which is a wholly-owned subsidiary of Cascade Bancorp (the “Bancorp”) (sometimes together referred to as the “Company”), and Terry E. Zink, an individual resident of the State of Oregon (“Executive”), is made effective this 4th day of February 2015.
BANK OF THE CASCADES AMENDED AND RESTATED DEFERRED BONUS AGREEMENTDeferred Bonus Agreement • January 22nd, 2014 • Cascade Bancorp • State commercial banks • Oregon
This Agreement amends and restates the prior Executive Deferred Bonus Agreement effective as of March 9, 1998 between the Bank and the Employee, as amended (the “Prior Agreement”). The parties intend this Agreement to be a material modification of the Prior Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Code Section 409A.
VOTING AGREEMENTVoting Agreement • November 17th, 2016 • Cascade Bancorp • State commercial banks • New York
This Voting Agreement (this “Agreement”), dated as of November 17, 2016, is entered into by and between First Interstate BancSystem, Inc., a Montana corporation (“Parent”) and the undersigned (the “Shareholder”), a shareholder of Cascade Bancorp, an Oregon corporation (the “Company”).
Each of the directors (and former directors) of Cascade Bancorp identified below entered into an Indemnification Agreement with Cascade Bancorp, the form of which is attached, effective on the dates indicated below.Indemnification Agreement • March 25th, 2013 • Cascade Bancorp • State commercial banks • Oregon
This Indemnification Agreement (this “Agreement”) dated as of [_____], is made between Cascade Bancorp, an Oregon corporation (the “Company”), and [_____] (“Indemnitee”).
CASCADE BANCORP STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • February 5th, 2015 • Cascade Bancorp • State commercial banks • Oregon
This Stock Option Grant Agreement (the “Agreement”) is entered into as of February 3, 2015 (“Grant Date”) by and between Cascade Bancorp, an Oregon corporation (the “Company”), and Employee Name, an employee of the Company (the “Participant”), for the award of an Option. The terms used herein that are defined in the Company’s 2008 Performance Incentive Plan (the “Plan”) shall have the same meanings assigned to them in the Plan.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 19th, 2008 • Cascade Bancorp • State commercial banks • Oregon
This Employment Agreement (“Agreement”) is entered into effective as of January 1, 2008, between Cascade Bancorp (“Bancorp”) and Bank of the Cascades (“Bank”) (sometimes together referred to as the “Company”) and Peggy L. Biss (“Executive”).
Each of the directors (and former directors) of Bank of the Cascades identified below entered into an Indemnification Agreement with Bank of the Cascades, the form of which is attached, effective on the dates indicated below. The Indemnification...Indemnification Agreement • March 25th, 2013 • Cascade Bancorp • State commercial banks • Oregon
This Indemnification Agreement (this “Agreement”) dated as of [_____], is made between Bank of the Cascades, an Oregon corporation (the “Bank”), and [_____] (“Indemnitee”).
EIGHTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2010 • Cascade Bancorp • State commercial banks • New York
This Eighth Amendment to the Securities Purchase Agreement (the “Eighth Amendment”) is entered into effective as of September 29, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended by the First Amendment to Securities Purchase Agreement dated February 16, 2010, that Second Amendment to Securities Purchase Agreement dated June 1, 2010, that Third Amendment to Securities Purchase Agreement dated June 30, 2010, that Fourth Amendment to Securities Purchase Agreement dated July 15, 2010, that Fifth Amendment to Securities Purchase Agreement dated July 30, 2010, that Sixth Amendment to Securities Purchase Agreement dated August 31, 2010 and that Seventh Amendment to Securities Purchase Agreement dat
FIRST AMENDMENT TOEmployment Agreement • February 5th, 2015 • Cascade Bancorp • State commercial banks
This Amendment (“Amendment”) to that certain Executive Employment Agreement, dated November 1st, 2013 (the “Agreement”), by and between Bank of the Cascades, an Oregon state bank (the “Bank”), which is a wholly-owned subsidiary of Cascade Bancorp (the “Bancorp”) (sometimes together referred to as the “Company”), and Charles Reeves, an individual resident of the State of Oregon (“Executive”), is made effective this 4th day of February 2015.
Clients/1598/00283791.DOCX/11 } EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between FIRST INTERSTATE BANCSYSTEM, INC. and CASCADE BANCORP _____________________ Dated as of November 17, 2016 75014.000017 EMF_US 62741345v15Version Agreement • November 17th, 2016 • Cascade Bancorp • State commercial banks • New York
EXCHANGE AGREEMENTExchange Agreement • March 15th, 2011 • Cascade Bancorp • State commercial banks • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) dated as of November 11, 2010, is entered into by and among CASCADE BANCORP (“Cascade Bancorp”), COHEN & COMPANY FINANCIAL MANAGEMENT, LLC (“Predecessor Collateral Manager”), as predecessor collateral manager for ALESCO PREFERRED FUNDING XI, LTD., and ALESCO PREFERRED FUNDING XI, LTD. (“Alesco XI”), and, solely for the purpose of acknowledging its agreement to Sections 5(b) and 5(c) of this Agreement, ATP MANAGEMENT LLC, as successor collateral manager for Alesco XI (“Current Collateral Manager”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 6th, 2010 • Cascade Bancorp • State commercial banks
In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value of Cascade Bancorp, and that this agreement be included as an Exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2008 • Cascade Bancorp • State commercial banks • Oregon
This Employment Agreement (“Agreement”) is entered into effective as of January 1, 2008, between Cascade Bancorp (“Bancorp”) and Bank of the Cascades (“Bank”) (sometimes together referred to as the “Company”) and Patricia Moss (“Executive”).
Exhibit 2 APRIL 20, 2006 CASCADE BANCORP 1100 NW WALL STREET P.O. BOX 369 BEND, OREGON 97709 RE: MERGER This Investor Representation Letter (the "Letter") is rendered and delivered in accordance with Section 2.4(a) of that certain Agreement of Merger,...Cascade Bancorp • April 27th, 2006 • State commercial banks
COMMERCIAL LOAN PURCHASE AGREEMENTCommercial Loan Purchase Agreement • March 27th, 2012 • Cascade Bancorp • State commercial banks • Oregon
THIS COMMERCIAL LOAN PURCHASE AGREEMENT, is made and entered into as of September 22, 2011, (hereinafter referred to as the “Agreement”), by and between Bank of the Cascades, as seller (hereinafter referred to as “Seller” or the “Bank”), and NW Bend, LLC, as buyer (hereinafter referred to as “Buyer”).
FORM OF CASCADE VOTING AGREEMENT October 23, 2013Voting Agreement • October 24th, 2013 • Cascade Bancorp • State commercial banks
EXCHANGE AGREEMENTExchange Agreement • March 15th, 2011 • Cascade Bancorp • State commercial banks • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) dated as of November 11, 2010, is entered into by and among CASCADE BANCORP (“Cascade Bancorp”), COHEN & COMPANY FINANCIAL MANAGEMENT, LLC (“Predecessor Collateral Manager”), as predecessor collateral manager for ALESCO PREFERRED FUNDING XIV, LTD., and ALESCO PREFERRED FUNDING XIV, LTD. (“Alesco XIV”), and, solely for the purpose of acknowledging its agreement to Sections 5(b) and 5(c) of this Agreement, ATP MANAGEMENT LLC, as successor collateral manager for Alesco XIV (“Current Collateral Manager”).
CASCADE BANCORP REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2011 • Cascade Bancorp • State commercial banks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of April, 2011 by and among Cascade Bancorp, an Oregon corporation (the “Company”), and the persons identified on the signature pages hereof (the “Shareholders”).
RESIDENTIAL LOAN PURCHASE AGREEMENTResidential Loan Purchase Agreement • March 27th, 2012 • Cascade Bancorp • State commercial banks • Oregon
THIS RESIDENTIAL LOAN PURCHASE AGREEMENT, is made and entered into as of September 22, 2011, (hereinafter referred to as the “Agreement”), by and between Bank of the Cascades, as seller (hereinafter referred to as “Seller” or the “Bank”), and NW Bend, LLC, as buyer (hereinafter referred to as “Buyer”).
TENTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • November 19th, 2010 • Cascade Bancorp • State commercial banks • New York
This Tenth Amendment to the Securities Purchase Agreement (the “Tenth Amendment”) is entered into effective as of November 5, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended February 16, 2010, June 1, 2010, June 30, 2010, July 15, 2010, July 30, 2010, August 31, 2010, September 15, 2010, September 29, 2010 and October 29, 2010 (the “Agreement”), between the Company and Investor. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement.
FIRST AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 27th, 2012 • Cascade Bancorp • State commercial banks • Oregon
THIS FIRST AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”), made as of the 1st day of December, 2008, by and between CASCADE BANCORP, an Oregon corporation (“Bancorp”), BANK OF THE CASCADES, an Oregon state banking corporation (the “Bank”) (sometimes together referred to as the “Company”), and MICHAEL J. DELVIN (“Delvin”).
RECITALS:Agreement of Merger • April 27th, 2006 • Cascade Bancorp • State commercial banks
BANK OF THE CASCADES DEFERRED COMPENSATION AGREEMENTCascades Deferred Compensation Agreement • November 4th, 2013 • Cascade Bancorp • State commercial banks • Oregon
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is adopted this 30th day of ___October___ 2013, by and between BANK OF THE CASCADES, an Oregon corporation located in Bend, Oregon (the “Bank”), and Terry Zink (the “Employee”).
SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • June 2nd, 2010 • Cascade Bancorp • State commercial banks • New York
This Second Amendment to the Securities Purchase Agreement (the “Second Amendment”) is entered into effective as of June 1, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended by the First Amendment to Securities Purchase Agreement dated February 16, 2010 (the “Agreement”), between the Company and Investor. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement.
FORM OF HOME VOTING AGREEMENT October _, 2013Voting Agreement • October 24th, 2013 • Cascade Bancorp • State commercial banks
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE OF OREGON DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCE AND CORPORATE SECURITIES SALEM, OREGONCascade Bancorp • March 27th, 2012 • State commercial banks
WHEREAS, Cascade Bancorp, Bend, Oregon ("Bancorp"), a registered bank holding company, owns and controls Bank of the Cascades, Bend, Oregon (the "Bank"), a state chartered nonmember bank, and various nonbank subsidiaries;
