TRISTATE CAPITAL HOLDINGS, INC. (a Pennsylvania corporation) 2,800,000 Depositary Shares Each Representing a 1/40th Interest in a Share Of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2019 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledMay 23rd, 2019 Company Industry Jurisdiction
—] Shares TRISTATE CAPITAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2013 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledMay 7th, 2013 Company Industry JurisdictionTriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as the representative (the “Representative”), and any shareholder of the Company named in Schedule II hereto (whether one or more, the “Selling Shareholders”), severally propose to sell to the several Underwriters an aggregate of [—] shares (the “Firm Shares”) of the common stock, no par value per share, of the Company (“Common Stock”) of which [—] shares are to be issued and sold by the Company and [—] shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [—] shares of Common Stock (the “
TRISTATE CAPITAL HOLDINGS, INC. 6.375% FIXED-TO-FLOATING RATE SERIES B NON- CUMULATIVE PERPETUAL PREFERRED STOCK DEPOSIT AGREEMENT among TRISTATE CAPITAL HOLDINGS, INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM...Deposit Agreement • May 29th, 2019 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledMay 29th, 2019 Company Industry JurisdictionTHIS DEPOSIT AGREEMENT dated as of May 29, 2019, among (i) TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation and its successors (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and the wholly-owned subsidiary of Computershare (the “Trust Company”), and (iii) the Holders (as defined herein) from time to time of the Receipts (as defined herein) described in this Agreement.
TRISTATE CAPITAL HOLDINGS, INC., AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF MAY 11, 2020 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • May 11th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledMay 11th, 2020 Company Industry JurisdictionTHIS INDENTURE, dated as of May 11, 2020, between TriState Capital Holdings, Inc., a corporation duly organized and existing under the laws of the State of Pennsylvania (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
TRISTATE CAPITAL HOLDINGS, INC., AS ISSUER, AND AS TRUSTEE, SENIOR INDENTURE DATED AS OF [________________, _______] SENIOR DEBT SECURITIESTriState Capital Holdings, Inc. • December 26th, 2019 • State commercial banks • New York
Company FiledDecember 26th, 2019 Industry JurisdictionTHIS INDENTURE, dated as of [_____________,______], between TriState Capital Holdings, Inc., a corporation duly organized and existing under the laws of the State of Pennsylvania (the “Company”), and [________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
TriState Capital Holdings, Inc. (a Pennsylvania corporation)Underwriting Agreement • June 3rd, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledJune 3rd, 2020 Company Industry JurisdictionTriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for which Stephens Inc., is acting as representative (the “Representative”), an aggregate of $37,500,000 of the Company’s 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”) which will form a part of the same series as the Company’s outstanding 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 issued May 11, 2020 (the “ Original Securities”). The Securities will have the same terms as the Original Securities in all respects, other than with respect to the issue date and payment of interest accruing prior to the day of the Closing Time (as defined herein). The Securities will be issued pursuant to that certain Subordinated Indenture, dated as of May 11, 2020 (the “Base Indenture”), betw
TRISTATE CAPITAL HOLDINGS, INC. OMNIBUS INCENTIVE PLANTriState Capital Holdings, Inc. • February 19th, 2019 • State commercial banks • Pennsylvania
Company FiledFebruary 19th, 2019 Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Delaware
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 10, 2012, by and among (i) TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), and (ii) LM III TriState Holdings LLC, a Delaware limited liability company, and LM III-A TriState Holdings LLC, a Delaware limited liability company (each an “Investor” and collectively, the “Investors”).
TriState Capital Holdings, Inc. (a Pennsylvania corporation) 2,678,049 Shares of Common Stock, No Par Value Underwriting AgreementTriState Capital Holdings, Inc. • February 7th, 2020 • State commercial banks • New York
Company FiledFebruary 7th, 2020 Industry JurisdictionCertain stockholders named in Schedule 2 hereto (the “Selling Shareholders”) of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,678,049 shares of common stock, no par value, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional underwriters listed on Schedule 1, all references to the “Representative” and the “Underwriters” as used herein shall refer only to Barclays Capital Inc. and the term “Underwriters” shall mean either the singular or the plural as the context requires.
TRISTATE CAPITAL HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionTHIS AGREEMENT is made as of the 24th of January, 2011 by and between TriState Capital Holdings, Inc. (including its successors and assigns, the “Company”), a Pennsylvania corporation having its principal place of business in Pittsburgh, Pennsylvania,
AMENDMENT NO. 1 TO THE PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionThis Amendment No. 1 to the Preferred Stock Purchase Agreement (this “Amendment”), effective as of August 10, 2012, is entered into by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Corporation”), LM III TriState Holdings LLC, a Delaware limited liability company (“LM III”) and LM III-A TriState Holdings LLC, a Delaware limited liability company (“LM III-A” and together with LM III, the “Purchasers”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).
FORM OF STANDARD EMPLOYEE STOCK OPTION AWARD AGREEMENT] TRISTATE CAPITAL HOLDINGS, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTEmployee Stock Option Award Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionTerms defined in the TriState Capital Holdings, Inc. 2006 Stock Option Plan (“Plan”) are used in this Award Agreement (“Agreement”) as defined in the Plan unless otherwise defined in this Agreement. In this Agreement, “TriState” means TriState Capital Holdings, Inc. and “Corporation” means TriState and its Subsidiaries. Headings used in this Agreement are for convenience only and are not part of this Agreement. The purpose of this Agreement is to reflect the terms and conditions under which Options were granted and to ensure that all Options granted are in accordance with the Plan.
PREFERRED STOCK PURCHASE AGREEMENT by and among TRISTATE CAPITAL HOLDINGS, INC. and THE PURCHASERS NAMED HEREIN April 24, 2012Preferred Stock Purchase Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionThis Preferred Stock Purchase Agreement is made and entered into as of April 24, 2012, by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Corporation”) and the sole shareholder of TriState Capital Bank, a Pennsylvania chartered bank (the “Bank”), and each of LM III TriState Holdings LLC (“LM III”) and LM III-A TriState Holdings LLC (“LM III-A”). LM III and LM III-A are sometimes referred to herein collectively as the “Purchasers” and each as a “Purchaser.” The Corporation and the Purchasers are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Definitions Annex.
AGREEMENT OF LEASE between OXFORD DEVELOPMENT COMPANY/GRANT STREET, Landlord and TRISTATE CAPITAL HOLDINGS, INC., Tenant For Premises in One Oxford Centre Pittsburgh, Pennsylvania DATED: August 29, 2006Agreement of Lease • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionTHIS AGREEMENT OF LEASE is made as of the 29th day of August, 2006, between OXFORD DEVELOPMENT COMPANY/GRANT STREET, a Pennsylvania limited partnership, having its principal office at One Oxford Centre, Suite 4500, Pittsburgh, Pennsylvania 15219, hereinafter called “Landlord”, and TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation, having its principal office at One Oxford Centre, Suite 2700, Pittsburgh, PA 15219, hereinafter called “Tenant”.
TRISTATE CAPITAL HOLDINGS, INC. OMNIBUS INCENTIVE PLANTriState Capital Holdings, Inc. • February 19th, 2019 • State commercial banks • Pennsylvania
Company FiledFebruary 19th, 2019 Industry Jurisdiction
CREDIT AGREEMENTCredit Agreement • February 23rd, 2021 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledFebruary 23rd, 2021 Company Industry Jurisdiction
AMENDMENT NO. 1 TO INVESTMENT AGREEMENT December 9, 2020Investment Agreement • December 30th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledDecember 30th, 2020 Company Industry JurisdictionThis AMENDMENT NO. 1 to the INVESTMENT AGREEMENT (this “Amendment”), is dated as of December 9, 2020 and is entered into by and between TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), and T-VIII PubOpps LP, a Delaware limited partnership (“Purchaser”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in that certain Investment Agreement, dated as of October 10, 2020 (the “Agreement”).
AGREEMENT REGARDING PERPETUAL CONVERTIBLE PREFERRED STOCK, SERIES CTermination Agreement • March 19th, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledMarch 19th, 2013 Company Industry Jurisdictionhereto hereby terminate the Affiliated Stockholders’ Agreement in all respects, which thereafter will be of no further force and effect; provided, however, that, if and so long as the Event of Termination has not occurred, this Agreement will remain in full force and effect.
And Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 11, 2020 to the Subordinated Indenture Dated as of May 11, 2020 Subordinated Notes due 2030First Supplemental Indenture • May 11th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledMay 11th, 2020 Company Industry JurisdictionFIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2020, between TRISTATE CAPITAL BANCSHARES, INC., a Pennsylvania corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).
INVESTMENT AGREEMENT by and between TRISTATE CAPITAL HOLDINGS, INC. and Dated as of October 10, 2020Investment Agreement • October 13th, 2020 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledOctober 13th, 2020 Company Industry Jurisdiction
TRISTATE CAPITAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • April 2nd, 2013 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledApril 2nd, 2013 Company Industry JurisdictionTHIS AGREEMENT, made as of this 28th day of February, 2013, between TriState Capital Holdings, Inc., a Pennsylvania corporation, its wholly owned subsidiary, TriState Capital Bank, a state commercial bank located in Pittsburgh, PA (TriState Capital Holdings, Inc. and TriState Capital Bank are collectively referred to herein as the “Bank,” unless the context indicates otherwise), and James F. Getz (the “Executive”). The Bank and the Executive shall be individually referred to as a “Party” and collectively referred to as the “Parties.”
ContractTriState Capital Holdings, Inc. • December 16th, 2021 • State commercial banks • New York
Company FiledDecember 16th, 2021 Industry JurisdictionTHIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
TriState Capital Holdings, Inc. (a Pennsylvania corporation) 2,200,000 Shares of Common Stock, No Par Value Underwriting AgreementPreferred Stock Purchase Agreement • May 25th, 2018 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledMay 25th, 2018 Company Industry JurisdictionCertain stockholders named in Schedule 2 hereto (the “Selling Shareholders”) of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,200,000 shares of common stock, no par value, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional underwriters listed on Schedule 1, all references to the “Representative” and the “Underwriters” as used herein shall refer only to Keefe, Bruyette & Woods, Inc. and the term “Underwriters” shall mean either the singular or the plural as the context requires.
And U.S. BANK NATIONAL ASSOCIATION Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 3, 2020 to the Subordinated Indenture Dated as of May 11, 2020 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030Second Supplemental Indenture • June 3rd, 2020 • TriState Capital Holdings, Inc. • State commercial banks • New York
Contract Type FiledJune 3rd, 2020 Company Industry JurisdictionThis SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 3, 2020, is made and entered into by and between TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).
ASSET PURCHASE AGREEMENT BY AND AMONG TRISTATE CAPITAL HOLDINGS, INC. CHARTWELL ACQUISITION, INC. AND CHARTWELL INVESTMENT PARTNERS, L.P.Asset Purchase Agreement • March 3rd, 2014 • TriState Capital Holdings, Inc. • State commercial banks • Pennsylvania
Contract Type FiledMarch 3rd, 2014 Company Industry Jurisdiction