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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 19, 2023
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
001-13007 |
13-3904174 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File No.) |
(I.R.S. Employer
Identification No.) |
| 75 West 125th Street, New York, NY |
10027-4512 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212)
360-8820
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
Securities registered pursuant to Section 12(b)
of the Act:
|
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.01 per share |
|
CARV |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On July 19, 2023, Carver
Bancorp, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with National
Community Investment Fund (“NCIF”), pursuant to which the Company sold 378,788 shares of the Company’s common stock,
par value $0.01 per share, at a purchase price of $2.64 per share (the “Common Stock”) in a private placement (the “Private
Placement”) for gross proceeds of approximately $1.0 million.
The Company intends to
use the net proceeds of the Private Placement for general corporate purposes. The Investment Agreement contains representations, warranties,
and covenants of the Company and NCIF that are customary in private placement transactions.
The Common Stock was
issued on July 19, 2023 in a private placement exempt from registration pursuant to under Section 4(a)(2) of the Securities Act of 1933,
as amended, and Regulation D of the rules and regulations promulgated thereunder.
The foregoing description
of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
There were no underwriting
discounts or commissions. Additionally, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| |
CARVER BANCORP, INC. |
| |
|
| DATE: July 20, 2023 |
By: |
/s/ Michael T. Pugh |
| |
|
Michael T. Pugh |
| |
|
President and Chief Executive Officer |
Exhibit 10.1
Execution Version
CARVER
BANCORP, INC.
INVESTMENT
AGREEMENT
July
19, 2023
CARVER
BANCORP, INC.
INVESTMENT AGREEMENT
This Investment
Agreement (this “Agreement”) is made as of July 19, 2023 by and between Carver Bancorp, Inc., a Delaware corporation
(the “Company”), and National Community Investment Fund, a charitable
trust established under the laws of the State of Illinois (the “Investor”).
The parties hereby agree as follows:
| 1. | Purchase and Sale of Common Stock. |
| 1.1 | Sale and Issuance of Common Stock. |
(a)
On the terms and subject to the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor
agrees to purchase from the Company, free and clear of any liens, claims or encumbrances, 378,788 shares of common stock of the Company,
par value $0.01 per share (the “Common Shares” or “Common Stock”) at a purchase price of $2.64 per
share payable by the Investor to the Company in cash, for an aggregate purchase price payable pursuant to this Section 1.1 (the
“Purchase Price”) of $1.0 million.
(b)
In connection with the purchase and sale, the Company is delivering, concurrently with the execution and delivery of this Agreement,
evidence of the shares in book- entry form, representing the Common Shares being issued and delivered to the Investor against payment
of the Purchase Price by the Investor (or its designee) by wire transfer of immediately available funds to the account provided to the
Investor by the Company prior to the execution of this Agreement.
1.2
Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement
shall be construed to have the meanings set forth or referenced below.
“Affiliate”
means in the case of a Person (other than an individual), another Person that, directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such Person.
“Business
Day” means any day other than a Saturday, a Sunday or a holiday on which banks in New York, New York are authorized or obligated
by law to close.
“Code” means the Internal
Revenue Code of 1986, as amended.
“Company
Equity Awards” means Company Stock Options or Company Restricted Stock.
“Company
Restricted Stock” means each share of Company Common Stock that is subject to forfeiture to the Company granted under the
terms of a Company equity incentive plan or otherwise.
“Company
Stock Option” each option to purchase shares of Company Common Stock that is granted under the terms of a Company equity incentive
plan or otherwise.
“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.
“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“GAAP” means generally
accepted accounting principles in the United States.
“Material
Adverse Effect” means a material adverse effect on the business, financial condition or results of operations of the Company
(including its Subsidiaries taken as a whole on a consolidated basis).
“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.
“SEC” means the Securities
and Exchange Commission.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
of any Person means any other Person of which securities or other ownership interests representing more than fifty percent (50%) of the
equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of
the general partnership ownership interests, or the ability to elect a majority of the board of directors or others performing similar
functions, are directly or indirectly owned, controlled or held by, or a majority of such other Person’s gains or losses is entitled
to be allocated to, the first Person or one or more Subsidiaries of the first Person.
“Voting Debt”
means any bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the shareholders of the Company
may vote.
2.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor, except
as disclosed in a correspondingly numbered section of the disclosure schedules delivered to the Investor prior to the date hereof (the
“Disclosure Schedules”), as follows:
2.1 Organization,
Good Standing and Qualification. The Company and each of its Subsidiaries (each, a “Company Subsidiary”)
(a) is duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation (as
applicable) and (b) has all requisite corporate power and authority to own its assets and carry on its applicable businesses as
presently conducted or proposed to be conducted. The Company and each Company Subsidiary is duly qualified to transact business and
is in good standing in each jurisdiction in which the failure to be so qualified would have, or be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect. The Company is duly registered as a savings and loan holding company
under the Home Owners’ Loan Act, as amended.
(a) As
of the date hereof, the authorized capital stock of the Company consists of: (i) 10,000,000 shares of Common Stock, of which 4,513,729
shares of Common Stock are issued and outstanding and 2,503,803 shares of Common Stock held in treasury, and (ii) 2,000,000 shares of
the Company’s preferred stock (the “Preferred Stock” and together with the Common Stock, the “Capital Stock”),
of which 11,551 shares of Preferred Stock designated as Convertible Non-Cumulative Non-Voting Participating Preferred Stock, Series D
are issued and outstanding, (iii) 3,300 are designated as Non-Cumulative Non-Voting Participating Preferred Stock, Series E (the “Series
E Preferred Stock”), of which 3,177 are issued and outstanding, and (iv) 9,000 are currently designated as Series F Preferred Stock,
of which 9,000 are issued and outstanding, and, after giving effect to the transactions contemplated hereby, there shall be 4,892,517
shares of Common Stock issued and outstanding. Except as set forth in this Section 2.2(a) or in Section 2.2(a) of the Disclosure Schedules,
there are no other shares of capital stock of the Company (including Voting Debt), or outstanding options, warrants, rights (including
conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase
or acquisition from the Company of any shares of its capital stock (including Voting Debt).
(b) All
of the issued and outstanding shares of the Company’s Common Stock have been duly authorized and validly issued and are fully paid,
nonassessable and free of preemptive rights. None of the outstanding shares of Common Stock, Company Equity Awards or other securities
of the Company or any of the Company Subsidiaries was issued, sold or offered by the Company or any Company Subsidiary in violation of
the Securities Act or the securities or “blue sky” laws of any state or jurisdiction. Other than shares owned by the Company,
there are no other shares of capital stock of the Company Subsidiaries (including Voting Debt) issued and outstanding, or outstanding
options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally
or in writing, for the purchase or acquisition from any Company Subsidiary of any shares of its capital stock (including Voting Debt).
(a) Section
2.3(a) of the Disclosure Schedules contains a true, complete and correct list of all of the Company Subsidiaries as of the date of
this Agreement.
(b) Other
than the Company Subsidiaries, the Company does not currently own or control, directly or indirectly, any interest in any other corporation,
bank, business trust, association, partnership, trust, joint venture, limited liability company, association or other business entity.
The Company is not a participant in any joint venture, partnership or similar arrangement. The Company owns, directly or indirectly,
all of the interests in each Company Subsidiary free and clear of any and all liens, claims or encumbrances.
(c) Carver
Federal Savings Bank (the “Bank”) is a federally chartered savings bank and wholly owned Subsidiary of the Company.
The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest
extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums
and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions).
The Bank has a Community Reinvestment Act rating of “satisfactory” or better.
2.4
Authorization. The Company has the corporate power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. All corporate action on the part of the Company, its officers, directors and holders of capital stock necessary
for the execution and delivery by the Company of this Agreement, the performance of all obligations of the Company hereunder and the authorization,
issuance and delivery of the Common Shares to be issued hereunder has been taken, and this Agreement, when executed and delivered by the
Company (subject to the execution and delivery by the Investor) shall constitute a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies
(the “Enforceability Exceptions”).
2.5
Valid Issuance of Common Shares. The Common Shares sold and delivered in accordance with the terms hereof for the
consideration expressed herein will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other
than restrictions on transfer under applicable state and federal securities laws. Assuming the accuracy of the representations of the
Investor in Section 3, the Common Shares will be issued in compliance with all applicable federal and state securities laws.
(a) Assuming
the accuracy of the representations made by the Investor in Section 3, no consent, approval, notice, order or authorization of, or registration,
qualification, designation, declaration or filing with, any Governmental Authority or any other federal, state, local or foreign governmental
authority is required on the part of the Company or any Company Subsidiary or any officer, employee, agent, or representative of the
Company or any Company Subsidiary in connection with the consummation of the transactions contemplated by this Agreement, except for
filings pursuant to applicable state securities or lending laws or Regulation D of the Securities Act.
(b) The
execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result
in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a
default under any such provision, instrument, judgment, order, writ, decree, law or contract or an event which results in the
creation of any lien, charge or encumbrance upon any assets of the Company or the Company Subsidiaries.
2.7
Disqualification. The Company is not disqualified from relying on Rule 506 of Regulation D (“Rule 506”)
under the Securities Act for any of the reasons stated in Rule 506(d) (each such reason, a “Disqualification Event”)
in connection with the issuance and sale of the Common Shares to the Investor. The Company has furnished the Investor, a reasonable time
prior to the date hereof, a description in writing of any matters that would have triggered disqualification under Rule 506(d) but which
occurred before September 23, 2013, in each case, in compliance with the disclosure requirements of Rule 506(e).
2.8
Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, or as would not reasonably be expected to materially adversely impact the reputation of the Company, the Company Subsidiaries
or their respective investors in any material respect, there is no pending or, to the Knowledge of the Company, threatened claim, action,
suit, arbitration, complaint, charge or investigation or proceeding (each an “Action”) against the Company or any Company
Subsidiary or any of their respective assets, rights or properties, nor is the Company or any Company Subsidiary a party or named as subject
to the provisions of any order, writ, injunction, settlement, judgment or decree of any Governmental Authority.
2.9
Bank Secrecy Act; Anti-Money Laundering; OFAC; Certain Payments.
(a)
The Company is not aware of, has not been advised of, and, to the Knowledge of the Company, has no reason to believe that any facts
or circumstances exist that would cause it or any Company Subsidiary to be deemed to be not operating in compliance, in all material respects,
with the Bank Secrecy Act of 1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the U.S. Department of the Treasury’s
Office of Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing
statute, rule or regulation. The Company and each of the Company Subsidiaries have adopted and implemented an anti-money laundering program
that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money
laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder,
and they have complied in all material respects with any requirements to file reports and other necessary documents as required by the
USA PATRIOT Act and the regulations thereunder.
(b) Neither
the Company nor any of the Company Subsidiaries, nor any directors, officers, nor to the Knowledge of the Company, employees or any
of their Affiliates or any other Person who to the Knowledge of the Company is associated with or acting on behalf of the Company or
any of the Company Subsidiaries has directly or indirectly made any contribution, gift, bribe, rebate, payoff, influence payment,
kickback, or other payment in violation of any law in any material respect, including the U.S. Foreign Corrupt Practices Act of
1977, as amended, and any applicable anti-bribery or anti-corruption laws (collectively, “Bribery Laws”) to any
Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing
business for the Company or any of the Company Subsidiaries, (ii) to pay for favorable treatment for business secured by the Company
or any of the Company Subsidiaries, or (iii) to obtain special concessions or for special concessions already obtained, for or in
respect of the Company or any of the Company Subsidiaries. Neither the Company nor any Company Subsidiaries has conducted any
internal investigation, made any voluntary, directed, or involuntary disclosure to any Governmental Authority, or received any audit
report, written communication from a Governmental Authority, or whistleblower or other written complaint, involving alleged
violations in any material respect of Bribery Laws on the part of the Company, any of the Company Subsidiaries, or any Person acting
on behalf of the Company or any of the Company Subsidiaries.
2.10
Compliance with Other Instruments and Law. The Company and the Bank are not, and during the past three years have
not been, in violation or default, in any material respect (a) of any provisions of their respective articles of incorporation or bylaws
(or similar governing documents), (b) of any judgment, order, writ, or decree to which it is subject or (c) of any provision of any applicable
federal or state statute, rule or regulation.
| 2.11 | Certain Governmental Matters. |
(a)
The Company and each of the Company Subsidiaries’ officers, agents, representatives and employees possesses, holds and has
all material franchises, consents, permits, licenses, approvals, bonds, deposits, authorizations, registrations, accreditations, certificates
and similar authority required to be obtained or secured from any federal, state, local or foreign governmental or quasi-governmental
bureau, registry, instrumentality, office, department, authority, body or agency (including, without limitation, the SEC) (“Governmental
Authority”) required in connection with the business and operations of the Company and the Company Subsidiaries (collectively,
“Governmental Authorizations”). The Company and the Company Subsidiaries, and to the Company’s Knowledge, their
respective officers, agents, representatives and employees are not in default under any of such Governmental Authorizations, which default(s)
would be, or be reasonably expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries (taken
as a whole)..
(b) The
Company and each of the Company Subsidiaries have timely filed all reports, registrations and statements, together with any
amendments required to be made with respect thereto, that they were required to file since January 1, 2021 with any
Governmental Authority, including any report, registration or statement required to be filed pursuant to the laws, rules or
regulations of the United States, any state, any foreign entity, or any Governmental Authority, and have paid all fees and
assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to
pay such fees and assessments, individually or in the aggregate, would not reasonably be expected to be, individually or in the
aggregate, material to the Company and the Company Subsidiaries (taken as a whole).. Except for normal examinations conducted
by a Governmental Authority in the ordinary course of business of the Company and the Company Subsidiaries, (i) no Governmental
Authority has initiated or has pending any proceeding or, to the Knowledge of the Company, investigation into the business or
operations of the Company or any of the Company Subsidiaries since January 1, 2021, (ii) there is no unresolved violation,
criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or
inspections of the Company or any of the Company Subsidiaries, and (iii) there has been no formal or informal inquiries by, or
disagreements or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of the
Company or any of the Company Subsidiaries since January 1, 2022, in each case of clauses (i) through (iii), which would reasonably
be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries (taken as a whole)..
(c)
Neither the Company nor any of the Company Subsidiaries is subject to any cease-and-desist or other order or enforcement action
issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment
letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or
has been since January 1, 2021, a recipient of any supervisory letter from, or since January 1, 2021, has adopted any policies, procedures
or board resolutions at the request or suggestion of any Governmental Authority that currently restricts in any material respect the conduct
of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management
policies, its management or its business (each, a “Company Regulatory Agreement”), nor has the Company or any of the
Company Subsidiaries been advised in writing or, to the Knowledge of the Company, otherwise since January 1, 2021, by any Governmental
Authority or that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement.
(d)
Notwithstanding any other provision of this Agreement, no disclosure, representation or warranty shall be made (or other action
taken) pursuant to this Agreement that would involve the disclosure of confidential supervisory information (including confidential supervisory
information as defined or identified in 12 C.F.R. § 261.2(b) or 12 C.F.R. § 309.5(g)(8)) of a Governmental Authority by
the Company or any of the Company Subsidiaries to the extent prohibited by applicable law. To the extent legally permissible, appropriate
substitute disclosures or actions shall be made or taken under circumstances in which the limitations of the preceding sentence apply.
2.12
Intellectual Property. The Company and the Company Subsidiaries own or possess adequate rights or licenses to use
all trademarks, service marks and all applications and registrations therefor, trade names, patents, patent rights, copyrights, original
works of authorship, inventions, trade secrets and other intellectual property rights (collectively, “Intellectual Property Rights”)
used in their businesses as conducted on the date of this Agreement, except as would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. To the Knowledge of the Company, no product or service of the Company or the Company Subsidiaries
infringes the Intellectual Property Rights of others.
2.13 Reports. An
accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or
furnished to the SEC by the Company since January 1, 2020 pursuant to the Securities Act or the Exchange Act (the “Company
Reports”), has been made publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system.
No such Company Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of
effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the
date of this Agreement) shall be deemed to modify information as of an earlier date. Since January 1, 2020, as of their respective
dates, all Company Reports filed or furnished under the Securities Act and the Exchange Act complied in all material respects with
the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of the
Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”). As of the date of this Agreement, there are no outstanding comments from
or unresolved issues raised by the SEC with respect to any of the Company Reports.
| 2.14 | Financial Statements; No Undisclosed Liabilities; Changes. |
(a)
The consolidated financial statements (including all related notes and schedules) of Company included in the Company Reports (the
“Financial Statements”) (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the
periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by GAAP and (ii) comply in all
material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the
Securities Act.
(b)
The Financial Statements fairly present in all material respects the financial condition and operating results of the Company and
the Company Subsidiaries (on a consolidated basis) as of the dates, and for the periods, indicated therein, subject in the case of the
unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, neither the Company
nor any Company Subsidiary has any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in
the ordinary course of business subsequent to March 31, 2023 and (b) obligations under contracts and commitments incurred in the ordinary
course of business and not required under GAAP to be reflected in the Financial Statements, which, in each case, individually or in the
aggregate are not material to the financial condition or operating results of the Company and the Company Subsidiaries (on a consolidated
basis).
(c)
Since March 31, 2023, there has not been (i) any change or event that has had, or would be reasonably expected to result in, individually
or in the aggregate, a Material Adverse Effect, (ii) any failure by the Company or the Company Subsidiaries to conduct their business
in the ordinary course, consistent with past practice, in all material respects, (iii) any issuance by the Company or the Company Subsidiaries
of any securities (other than equity-based awards issued prior to the date of this Agreement and described in Section 2.2(a) of the Disclosure
Schedules), (iv) any debt, obligation or liability incurred, assumed or guaranteed by the Company or any Company Subsidiary except for
those incurred in the ordinary course of business, (v) any declaration, setting aside or payment or other distribution in respect to any
of the Company’s or any Company Subsidiaries’ capital stock outside of the ordinary course, or any direct or indirect redemption,
purchase, or other acquisition of any of such stock by the Company or any Company Subsidiary or (iv) entry into any arrangement or commitment
by the Company or any Company Subsidiary to take any of the actions described in this Section 2.14(c).
2.15
Internal Controls and Procedures. The Company (i) has implemented and maintains disclosure controls and procedures
(as defined in Rule 13a-15(e) promulgated under the Exchange Act) to ensure that material information relating to the Company, including
its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities
as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and
Sections 302 and 906 of the Sarbanes-Oxley Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof,
to the Company’s outside auditors and the audit committee of the Company’s board of directors (A) any significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated
under the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and
report financial information, and (B) to the Knowledge of the Company, any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company’s internal controls over financial reporting. The Company and the Company
Subsidiaries make and keep accurate books and records and maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.
| 2.16 | Employee Benefit Plans; Labor. |
(a)
Each Company Plan has been established, operated and administered in all material respects in accordance with its terms and the
requirements of all laws, including ERISA and the Code. For purposes of this Agreement, “Company Plans” mean all employee
benefit plans (as defined in Section 3(3) of the ERISA), whether or not subject to ERISA, whether funded or unfunded, and all other material
pension, benefit, retirement, bonus, stock option, stock purchase, employee stock ownership, restricted stock, stock-based, performance
award, phantom equity, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, retention,
employment, consulting, termination, change in control, salary continuation, accrued leave, sick leave, vacation, paid time off, health,
medical, disability, life, accidental death and dismemberment, insurance, welfare, fringe benefit and other similar plans, programs, policies,
practices or arrangements or other contracts or agreements (and any amendments thereto) to or with respect to which the Company or any
Company Subsidiary or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), all of which together
with the Company or any Company Subsidiary would be deemed a “single employer” within the meaning of Section 4001 of ERISA,
is a party or has or could reasonably be expected to have any current or future obligation or that are sponsored, maintained, contributed
to or required to be contributed to by the Company or any Company Subsidiary for the benefit of any current or former employee, officer,
director, consultant or independent contractor (or any spouse or dependent of such individual) of the Company or any Company Subsidiary.
(b) None
of the Company and the Company Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years,
contributed to or been obligated to contribute to any plan that is (i) subject to Title IV or Section 302 of ERISA or Section 412 or
4971 of the Code or (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a
“Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under
common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); and none of the Company
and the Company Subsidiaries nor any of their respective ERISA Affiliates has incurred any liability to a Multiemployer Plan or
Multiple Employer Plan as a result of a complete or partial withdrawal, as those terms are defined in Part I of Subtitle E of Title
IV of ERISA from such Multiemployer Plan or Multiple Employer Plan.
(c)
There are no strikes, work stoppages, slowdowns, labor picketing lockouts, material arbitrations or material grievances, or other
material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any Company Subsidiary,
nor have there been any in the past year. There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge
of the Company, threatened against the Company or any of the Company Subsidiaries, except as would not reasonably be expected to result,
individually or in the aggregate, a Material Adverse Effect.
(d)
Neither the Company nor any Company Subsidiary has any material unfunded liabilities existing under or in connection with any Company
Plan, and each such Company Plan has been established and administered in all respects in accordance with its terms, and in compliance
with applicable law, except where failure to be in compliance would not reasonably be expected to result in, individually or in the aggregate,
a Material Adverse Effect.
(e)
To the Knowledge of the Company, in the last five (5) years, (i) no allegations of sexual harassment or misconduct have been made
against (A) an officer of the Company or any of the Company Subsidiaries, (B) a member of the board of directors of the Company or any
of the Company Subsidiaries, or (C) an employee of the Company or any of the Company Subsidiaries with a total annual compensation opportunity
in excess of $75,000, and (ii) neither the Company nor any of the Company Subsidiaries has entered into any settlement agreements related
to allegations of sexual harassment or misconduct by (A) an officer of the Company or any of the Company Subsidiaries, (B) a member of
the board of directors of the Company or any of the Company Subsidiaries, or (C) an employee of the Company or any of the Company Subsidiaries
with a total annual compensation opportunity in excess of $75,000.
2.17 Tax
Returns, Payments and Elections. The Company and the Company Subsidiaries have prepared and timely filed (taking into
account any extension of time within which to file) all material tax returns required to be filed by any of them and all such tax
returns are complete and accurate. The Company and the Company Subsidiaries have paid all material taxes that are required to be
paid by any of them. As of the date of this Agreement, there are not, pending or threatened in writing, any audits, examinations,
investigations or other proceedings in respect of U.S. federal income tax matters. There are no material liens for taxes on any of
the assets of the Company or Company Subsidiaries. None of the Company or any of the Company Subsidiaries has been a
“controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year
period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision
of state, local or foreign Law). The Company and each Company Subsidiary is, and has been since the date of its formation, a
corporation for U.S. federal income tax purposes, and neither the Company nor any Company Subsidiary has elected pursuant to the
Code to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) of the Code, nor has it
made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or
amortization) that would have, or be reasonably expected to result in, individually or in the aggregate, a Material Adverse
Effect.
2.18 Brokers and Finders. Neither the Company, any Company Subsidiary nor any of their respective officers, directors,
employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions
or finder’s fees, and no broker or finder has acted directly or indirectly for the Company or any Company Subsidiary in connection
with this Agreement or the transactions contemplated hereby.
2.19
Investment Company. The Company is not an “investment company” as defined under the Investment Company
Act of 1940, as amended.
2.20
Affiliate Transactions. No officer, director, five percent (5%) shareholder or other Affiliate of the Company (or
any Company Subsidiary), or any individual who, to the Knowledge of the Company, is related by marriage or adoption to or shares the same
home as any such Person, or any entity which, to the Knowledge of the Company, is controlled by any such Person, is a party to any contract
or transaction with the Company (or any Company Subsidiary) which pertains to the business of the Company (or any Company Subsidiary)
or has any interest in any property, real or personal or mixed, tangible or intangible, used in or pertaining to the business of the Company
(or any Company Subsidiary). The foregoing representation and warranty does not cover deposits at the Company (or any Company Subsidiary)
or loans of $250,000 or less made in the ordinary course of business in compliance with applicable law.
2.21
Data Privacy.
(a)
The Company and the Company Subsidiaries have taken reasonable steps consistent with customary industry practices to protect the
confidentiality, integrity, availability and security of the computers, servers, workstations, routers, hubs, switches, circuits, networks
and other information technology equipment owned or controlled by them or by any third party and material to the Company and the Company
Subsidiaries (the “Company IT Assets”) (and all information and transactions stored or contained therein or transmitted thereby)
against any unauthorized use, access, interruption, modification or corruption, and there has been no unauthorized use, access, interruption,
modification or corruption of the Company IT Assets.
(b) In
connection with their receipt, purchase, collection, securing, safeguarding, storage, transfer (including any transfer across
national borders), disclosure, destruction/disposal, and/or use or other processing of any Personal Information, each of the Company
and the Company Subsidiaries, is and has been, in material compliance with all Privacy Laws, their respective privacy policies and
the requirements of any contract or codes of conduct to which any of the Company or the Company Subsidiaries is a party. The privacy
policies of the Company are customary for the industry in which the Company operates in, and no privacy policies of the Company or
Company Subsidiaries have been inadequate, inaccurate, misleading or deceptive in any material respect. The Company and the Company
Subsidiaries have commercially reasonable and appropriate physical, technical, organizational, and administrative security measures
and policies in place designed to protect all Personal Information collected by them or on their behalf from and against
unauthorized access, use, interruption, modification, corruption, and/or disclosure. The Company and the Company Subsidiaries have
binding written agreements obligating (in accordance with Privacy Laws (as applicable)) all third parties collecting, accessing,
receiving, storing or processing Personal Information on behalf of the Company and the Company Subsidiaries to (i) comply with all
applicable Privacy Laws, (ii) take commercially reasonable and appropriate steps to protect and secure such Personal Information
from and against unauthorized access, use interruption, modification, corruption, and/or disclosure which are no less stringent than
those applied by the Company and the Company Subsidiaries and (iii) promptly notify the Company and the Company Subsidiaries of any
unauthorized access, use interruption, modification, corruption, and/or disclosure of Personal Information or Company IT Assets
processing Personal Information. The Company and the Company Subsidiaries are, and in the last three years have been, in compliance
in all material respects with all Privacy Laws and any other applicable Laws in all relevant jurisdictions relating to data loss,
theft and breach of security notification obligations. None of the Company or any of the Company Subsidiaries has during the last
three years experienced a material breach of its information technology systems or a data loss or theft as defined by the Laws in
all relevant jurisdictions. None of the Company or any of the Company Subsidiaries has been charged with, or received any notice of
any claims of, the violation in any material respect of any Privacy Laws or any of their respective privacy policies. The
consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Privacy Law.
(c)
For the purposes of this Section 2.21: (i) “Personal Information” means, in addition to any definition provided by
applicable law or by the Company and the Company Subsidiaries in any of their respective privacy policies, contracts, or other public-facing
statements for any similar term (e.g., “personally identifiable information” or “PII”), all information identifying,
regarding or capable of being associated with an individual person or device. Personal Information may relate to any individual, including
a current, prospective or former client (or a client’s customer or end user) or employee of any Person, and includes information
in any form, including paper, electronic and other forms; and (ii) “Privacy Laws” means all applicable laws, legal requirements,
and self-regulatory guidelines and principles relating to privacy, data security, and Personal Information and similar applicable consumer
protection laws, including with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security,
disposal, destruction, disclosure or transfer of Personal Information and any and all applicable laws governing breach notification in
connection with Personal Information. As used in this Agreement, “Privacy Laws” shall include the California Consumer Privacy
Act, General Data Protection Regulation and the rules and regulations promulgated thereunder, and applicable state laws.
3.
Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:
3.1
Organization. The Investor is duly organized, validly existing and in good standing under the laws of the state of
its incorporation, is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualified
would, or would reasonably be expected to, materially and adversely impair or delay its ability to perform its obligations under the Agreement
or to consummate the transactions contemplated hereby.
3.2
Authorization. The Investor has the corporate power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. All corporate action on the part of the Investor, its officers, directors and holders of capital stock necessary
for the execution and delivery by the Investor of this Agreement, the performance of all obligations of the Investor hereunder and the
purchase of the Common Shares to be issued hereunder has been taken, and this Agreement, when executed and delivered by the Investor (subject
to the execution and delivery by the Company) shall constitute a valid and legally binding obligation of the Investor, enforceable against
the Investor in accordance with its terms, except as limited by the Enforceability Exceptions.
3.3
Purchase Entirely for Own Account. The Common Shares to be acquired by the Investor will be acquired for investment
for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof,
and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor
does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person
or to any third Person, with respect to any of the Common Shares.
3.4
Financial and Business Sophistication. The Investor has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the prospective investment in the Common Shares. The Investor has relied solely
upon its own knowledge of, and/or the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and
other considerations involved in deciding to invest in the Common Shares.
3.5
Ability to Bear Economic Risk of Investment. The Investor recognizes that an investment in the Common Shares involves
substantial risk, including risks related to the Company’s business, operating results, financial condition and cash flows, which
risks it has carefully considered in connection with making an investment in the Common Shares. The Investor has the ability to bear the
economic risk of the prospective investment in the Common Shares, including the ability to hold the Common Shares indefinitely, and further
including the ability to bear a complete loss of all of its investment in the Company.
3.6 Information.
The Investor acknowledges that: (a) it is not being provided with the disclosures that would be required if the offer and sale
of the Common Shares were registered under the Securities Act, nor is it being provided with any offering circular, private
placement memorandum or prospectus prepared in connection with the offer and sale of the Common Shares; (b) it has conducted
its own examination of the Company and the terms of this Agreement and the Common Shares to the extent it deems necessary to make
its decision to invest in the Common Shares; (c) it has availed itself of publicly available financial and other information
concerning the Company to the extent it deems necessary to make its decision to purchase the Common Shares and (d) it has not
received nor relied on any form of general solicitation or general advertising (within the meaning of Regulation D) from the Company
in connection with the offer and sale of the Common Shares. The Investor has had a reasonable opportunity to review the information
set forth in the Company Reports. The foregoing, however, does not limit or modify the representations or warranties of the Company
in Section 2 or the right of Investor to rely thereon.
3.7
Disclosure of Information. The Investor has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Common Shares with the Company’s management. The Investor
understands that such discussions, as well as any other written information delivered by the Company to the Investor, were intended to
describe the aspects of the Company’s business which the Investor believes to be material. The foregoing, however, does not limit
or modify the representations or warranties of the Company in Section 2 or the right of Investor to rely thereon.
3.8
Restricted Securities. The Investor understands that the Common Shares have not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed
herein. The Investor understands that the Common Shares are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, the Investor must hold the Common Shares indefinitely unless they are registered with
the U.S. Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Investor further acknowledges that if an exemption from registration or qualification is available, it
may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Common
Shares, and on requirements relating to the Company which are outside of the Investor’s control, and which the Company is under
no obligation and may not be able to satisfy.
3.9
Legends. The Investor understands that the Common Shares may bear one or all of the following legends:
(a)
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”
(b)
Any legend required by the securities laws of any state to the extent such laws are applicable to the shares represented by the
certificate so legended.
3.10
Accredited Investor. The Investor is an accredited investor as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation
D promulgated under the Securities Act.
4.1
Regulatory Filings. The Company shall make all filings pursuant to any applicable state securities laws and Regulation
D of the Securities Act that are required to be made in connection with the transactions contemplated by this Agreement.
4.2
Use of Proceeds. The proceeds to the Company from the sale of the Common Shares contemplated hereunder will be used
for growth of the Company’s business in a manner consistent in all material respects with the capital deployment plan provided by
the Company to the Investor prior to the execution of this Agreement.
4.3
Further Assurances and Cooperation. The Company and the Investor each agree to execute and deliver, or cause its
respective Affiliates to execute and deliver, such further documents and instruments and to take such further actions after the date hereof
as may be necessary or desirable and reasonably requested by the other party to give effect to the transactions contemplated by this Agreement.
5.1
Survival of Warranties and Covenants. Unless otherwise set forth in this Agreement, the representations and warranties
of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement
for a period of one (1) year following the date hereof, and the covenants of the Company and the Investor contained in or made pursuant
to this Agreement shall survive in accordance with their terms.
5.2
Indemnification. The Company and the Investor shall defend, indemnify and hold harmless the Investor and its Affiliates
or the Company and its Affiliates, as applicable, from and against any loss, liability, claim, damage, injury, or expense (including reasonable
attorney’s fees) incurred in connection with any third party claim against the Company or the Investor resulting or arising from
or in connection with (a) any inaccuracy in or breach by the Company or the Investor, as applicable, of any of its representations or
warranties contained in this Agreement, or (b) the non-performance and/or breach by the Company or the Investor, as applicable, of any
of its covenants contained in this Agreement. For the avoidance of doubt, nothing in this Agreement shall limit the right of the Investor
to pursue any claim against the Company resulting or arising from or in connection with (x) any inaccuracy in or breach by the Company
of any of its representations or warranties contained in this Agreement, or (y) the non-performance and/or breach by the Company of any
of its covenants contained in this Agreement.
5.3 Publicity.
The Company will not make any public statements or issue press releases in connection with the transactions contemplated by this
Agreement that reference the Investor or its Affiliates without the Investor’s prior written approval; provided, however,
that the foregoing shall not be applicable to any regulatory filings or registrations, notifications or disclosures required by any
federal, state or other law or Governmental Authority, including filings pursuant to Regulation D of the Securities Act, so long as
the Company provides prior written notice to the Investor of any such filings, registrations, notifications or disclosure
requirements; provided, further, that the Company may not use any names, trademarks, service marks or trade names of
the Investor or its Affiliates in any form of advertising and publicity or public statements without the Investor’s prior
written consent. For the avoidance of doubt, and notwithstanding anything in the Confidentiality Agreement, dated as of July 7,
2023, by and between the parties (the “Confidentiality Agreement”), to the contrary, the Investor or any of its
Affiliates may make public statements (including by press release) in connection with the transactions contemplated by this
Agreement noting the fact and size of its investment.
5.4
Transfer; Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.
5.5
Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware applicable to agreements
made and to be performed entirely within the State of Delaware, without regard to any applicable conflicts of law considerations.
5.6
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
5.7 Interpretation.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement. As used in this Agreement, the phrase “to the Knowledge of the Company” (or any variant thereof) shall
mean the actual knowledge of Michael T. Pugh, Christina L. Maier and Isaac Torres.
5.8
Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be delivered
personally, by email or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given and delivered when
so delivered personally, or if sent by email upon such transmission, or if mailed by overnight courier service guaranteeing next day delivery,
one Business Day after deposited with such service, or if mailed in any other way, then three Business Days after mailing, as follows:
If to the Company:
Carver Bancorp, Inc.
75 West 125th Street
New York, NY 10027
| |
Attention: |
Isaac
Torres, General Counsel |
| |
Email: |
Isaac.torres@carverbank.com |
with a copy (which shall not constitute
notice) to:
Luse Gorman PC
5335 Wisconsin Avenue
NW, Suite 780
Washington,
DC 20015
| |
Attention: |
Lawrence
M. F. Spaccasi |
| |
Email: |
lspaccasi@luselaw.com |
If
to the Investor:
National
Community Investment Fund
135
S. LaSalle Street, Suite 3025
Chicago,
Illinois 60603
| |
Attention: |
Saurabh
Narain |
| |
Email: |
snarain@ncif.org |
with
a copy (which shall not constitute notice) to:
Wiggin
and Dana LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901
| |
Attention: |
Mark
S. Kaduboski |
| |
Email: |
mkaduboski@wiggin.com |
or
to such other address as any party hereto shall notify the other parties (as provided above) from time to time.
5.9
Amendments and Waivers. Any term of this Agreement may be amended or waived only with the prior written consent of
the Company and the Investor.
5.10
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall
be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its
terms.
5.11
Expenses. Each of the parties shall be responsible for its own expenses in connection with the transactions contemplated
by the Agreement; provided, that, at the Closing, the Company shall reimburse Investor for Investor’s reasonable and documented
out of pocket costs and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated
hereby, up to $30,000 in the aggregate.
5.12 Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or
non- defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or
in any similar breach or default thereafter occurring.
5.13
Entire Agreement. The Agreement, together with the Confidentiality Agreement, constitute the entire agreement among
the parties pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof
existing between the parties are expressly canceled.
5.14
Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state
and federal courts of the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this
Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state
or federal courts of the State of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that
its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum,
that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in
or by such court.
5.15
WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT, THE COMMON SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON
LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY
EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
[Signature Pages Follow]
The parties have executed this Investment
Agreement as of the date first set forth above.
| |
CARVER
BANCORP, INC. |
| |
|
| |
|
| |
By: |
/s/
Michael T. Pugh |
| |
|
(Signature) |
| |
|
| |
Name: |
Michael
T. Pugh |
| |
Title: |
President
and Chief Executive Officer |
[Signature Page to Carver Investment Agreement]
The parties have executed this Investment
Agreement as of the date first set forth above.
| |
NATIONAL COMMUNITY INVESTMENT FUND |
| |
|
| |
|
| |
By: |
/s/
Saurabh Narain |
| |
|
(Signature) |
| |
|
| |
Name: |
Saurabh Narain |
| |
Title: |
President
and Chief Executive Officer |
[Signature Page to Carver Investment Agreement]
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dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
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| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
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|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
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|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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