AGREEMENT AND PLAN OF MERGER among RAYMOND JAMES FINANCIAL, INC., MACAROON ONE LLC, MACAROON TWO LLC and TRISTATE CAPITAL HOLDINGS, INC. October 20, 2021Agreement and Plan of Merger • October 27th, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Florida
AGREEMENT AND PLAN OF MERGER, dated October 20, 2021 (this “Agreement”), among Raymond James Financial, Inc., a Florida corporation (“Purchaser”), Macaroon One LLC, a Florida limited liability company and direct, wholly-owned Subsidiary of Purchaser (“Merger Sub 1”), Macaroon Two LLC, a Florida limited liability company and direct, wholly-owned Subsidiary of Purchaser (“Merger Sub 2” and together with Merger Sub 1, “Merger Subs”), and TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”).
SUPPORT AGREEMENTSupport Agreement • October 27th, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Delaware
WHEREAS, the Company, Purchaser and the Merger Subs are simultaneously herewith entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which, among other things, Merger Sub 1 will merge with and into the Company on the terms and conditions set forth therein (the “Merger”) and, in connection therewith, all outstanding shares of Company Common Stock and Company Preferred Stock (together, “Company Capital Stock”) will be converted into shares of Purchaser Common Stock, Purchaser Preferred Stock and/or cash in the manner and in the amounts set forth therein;
