REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2020 • South Plains Financial, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of September 29, 2020 and is made by and among South Plains Financial, Inc., a Texas 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”).
SOUTH PLAINS FINANCIAL, INC.South Plains Financial, Inc. • September 30th, 2020 • State commercial banks • New York
This INDENTURE, dated as of September 29, 2020, is by and between South Plains Financial, Inc., a Texas corporation (the “Company”), and UMB Bank, National Association, a national banking association duly organized and existing under the laws of the United State of America, as trustee (the “Trustee”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • September 30th, 2020 • South Plains Financial, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 29, 2020, and is made by and among South Plains Financial, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
•] Shares SOUTH PLAINS FINANCIAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • New York
The foregoing restrictions shall not apply to (a) the sale of the shares of Common Stock in the Public Offering, (b) transfers of shares of Common Stock as a bona fide gift, (c) transfers by will or estate or intestate succession to the undersigned’s family, transfers to a trust or limited partnership, the beneficiaries or limited partners of which are exclusively the undersigned or members of the undersigned’s family, or transfers to a charitable organization, (d) transfers of shares of Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Common Stock shall remain subject to the provisions of this Letter Agreement (for the purposes of this
FORM OF VOTING AGREEMENTVoting Agreement • July 25th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
THIS VOTING AGREEMENT (this “Voting Agreement”), dated as of July 25, 2019, is executed by and among South Plains Financial, Inc., a Texas corporation (“SPFI”), City Bank, a Texas banking association (“City Bank”), West Texas State Bank, a Texas banking association (“WTSB”), and the shareholders of WTSB who are signatories hereto (referred to herein individually as a “Shareholder” and collectively as the “Shareholders”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Agreement (as defined below).
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
This BOARD REPRESENTATION AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2019, by and among Henry TAW LP and James C. Henry (individually, the “Shareholder” and collectively, the “Shareholders”), South Plains Financial, Inc., a Texas corporation and registered bank holding company (the “Company”), and for the limited purposes set forth herein, the Board Representative (as defined below).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 2019 between South Plains Financial, Inc., a Texas corporation (the “Company”), and [Name] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG ALLIANT INSURANCE SERVICES, INC., SOUTH PLAINS FINANCIAL, INC. AND CITY BANK DATED AS OF APRIL 1, 2023Securities Purchase Agreement • April 4th, 2023 • South Plains Financial, Inc. • State commercial banks • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2023, by and among ALLIANT INSURANCE SERVICES, INC., a California corporation (“Alliant”); SOUTH PLAINS FINANCIAL, INC., a Texas corporation (“Parent”); and CITY BANK, a Texas state chartered bank (“Seller”). Parent and Seller are sometimes referred to herein individually as a “Seller Party”, and collectively as the “Seller Parties”. Alliant and the Seller Parties are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined in this Agreement are used as defined in Section 1.1.
FORM OF DIRECTOR SUPPORT AGREEMENTForm of Director Support Agreement • July 25th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
THIS DIRECTOR SUPPORT AGREEMENT (this “Support Agreement”) is made and entered into as of July 25, 2019 (the “Execution Date”), by and among South Plains Financial, Inc., a Texas corporation (“SPFI”), City Bank, a Texas banking association (“City Bank”), West Texas State Bank, a Texas banking association (“WTSB”), and ____________________, an individual resident of the State of Texas (the “Undersigned”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 6, 2019 (the “Effective Date”), by and among City Bank, Texas (the “Company”), Cory Newsom (the “Executive”), and South Plains Financial, Inc. (the “Parent”).
SETTLEMENT AGREEMENT AND FULL AND FINAL MUTUAL RELEASESettlement Agreement • September 30th, 2020 • South Plains Financial, Inc. • State commercial banks • Texas
This SETTLEMENT AGREEMENT AND FULL AND FINAL MUTUAL RELEASE (“Settlement Agreement”) is entered into and made effective as of September 4, 2020 (the “Effective Date”), by and between South Plains Financial, Inc. (“SPFI”) and City Bank (collectively, the “Plaintiffs”), on the one hand, and R. Jay Phillips (“Respondent” or “Mr. Phillips”) on the other hand. Plaintiffs and Respondent may be referenced in this Settlement Agreement singularly as a “Party” and collectively as the “Parties.”
SOUTH PLAINS FINANCIAL, INC. NOTICE OF RESTRICTED STOCK UNIT AWARDAward Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and the South Plains Financial, Inc. 2019 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Restricted Stock Units (the “RSUs”) in South Plains Financial, Inc., a Texas corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice have the meanings set forth in the Award Agreement or the Plan.
SECOND AMENDMENT TO STEVEN CROCKETT DEFERRED COMPENSATION PLAN ADOPTION AGREEMENTCompensation Plan Adoption Agreement • March 15th, 2024 • South Plains Financial, Inc. • State commercial banks
This Amendment may be executed in multiple counterparts, all of which shall constitute a single agreement, and the signature and acknowledgement pages may be removed from any counterparty and appended to any other counterpart.
CORY NEWSOM DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT (Including Code §409A provisions)Adoption Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks
The Plan, as amended hereinabove, and all instruments thereof heretofore executed be and are hereby ratified and affirmed.
JOINT BENEFICIARY DESIGNATIONSouth Plains Financial, Inc. • April 29th, 2019 • State commercial banks • Texas
The respective rights and duties of the Bank and the Insured in the above-referenced policy (hereinafter Policy) shall be pursuant to the terms set forth below:
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOUTH PLAINS FINANCIAL, INC., SPFI MERGER SUB, INC., CITY BANK AND WEST TEXAS STATE BANKAgreement and Plan of Merger • July 25th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 25, 2019 (the “Execution Date”), is by and among South Plains Financial, Inc., a Texas corporation and registered bank holding company (“SPFI”), SPFI Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of SPFI (“Merger Sub”), City Bank, a Texas banking association and a wholly-owned subsidiary of SPFI (“City Bank”), and West Texas State Bank, a Texas banking association (“WTSB”).
JOINT BENEFICIARY DESIGNATIONAgreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
The respective rights and duties of the Bank and the Insured in the above-referenced policy (hereinafter Policy) shall be pursuant to the terms set forth below:
SOUTH PLAINS FINANCIAL, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION AND AWARD AGREEMENTParticipation and Award Agreement • July 16th, 2020 • South Plains Financial, Inc. • State commercial banks
Subject to the terms and conditions of this Participation and Award Agreement (this "Participation and Award Agreement") and the South Plains Financial, Inc. Executive Change in Control Severance Plan (the "Plan"), the below individual (the "Executive") is hereby eligible to participate in the Plan and notified of his or her Change in Control Severance Benefits as provided under the Plan. Unless otherwise specifically indicated, all terms used in this Participation and Award Agreement have the meanings set forth in the Plan.
STEVEN CROCKETT DEFERRED COMPENSATION PLAN ADOPTION AGREEMENTAdoption Agreement • March 15th, 2024 • South Plains Financial, Inc. • State commercial banks
The Plan, as amended hereinabove, and all instruments thereof heretofore executed be and are hereby ratified and affirmed.
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 18, 2019 (the “Effective Date”), by and among City Bank, Texas (the “Company”), Curtis Griffith (the “Executive”), and South Plains Financial, Inc. (the “Parent”).
