Utah
(State or Other Jurisdiction of
Incorporation or Organization)
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83-0356689
(IRS Employer
Identification No.)
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756 East Winchester, Suite 100
Murray, Utah
(Address of Principal Executive Offices)
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84107
(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Item 1 & 2. |
Plan Information and Registrant Information and Employee Plan Annual Information
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Item 3. |
Incorporation of Documents by Reference.
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(a) |
The prospectus filed by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act, on November 19, 2021,
relating to the registration statement on Form S-1, as amended (File No. 333-257929), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and
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(b) |
The description of the Registrant’s common stock (“Common Stock”) contained in the Registrant’s Form 8-A (File No. 001-40721), as filed with the SEC on August 9, 2021, including any amendments or reports filed for the purpose of updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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● |
His conduct was in good faith; and
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● |
He reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests; and
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● |
In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
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● |
A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation.
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● |
Any other proceeding charging that the director derived an improper personal benefit (whether or not the proceeding involved action in the director’s official capacity), in which proceeding the director was adjudged liable on the basis
that the director derived an improper personal benefit.
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● |
The director furnishes the corporation a written affirmation of his good faith belief that he has met the applicable standard of conduct described in Section 16-10a-902 of the Utah Code; and
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● |
The director furnishes to the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and
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● |
A determination is made that the facts then known to those making the determination would not preclude indemnification.
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● |
An officer of a corporation is entitled to mandatory indemnification to the same extent as a director of the corporation.
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● |
A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.
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● |
A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent than to a director. However, this must be consistent with public policy and provided for in the
corporation’s articles of incorporation, bylaws, action of its board of directors, or contract.
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Item 7. |
Exemption From Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit
Number
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Description
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3.1
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Fourth Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
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3.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
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4.1
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Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No. 333-257929)
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4.2
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All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
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4.3
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All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
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4.4
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Form of Stock Option Agreement under the All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No.
333-257929)
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4.5
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Form of Stock Option Agreement under the All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Corporation’s Form S-1 Registration Statement filed with
the SEC on July 15, 2021) (File No. 333-257929)
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4.6
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Non-qualified Stock Option Agreement with Javvis Jacobson
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4.7
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Non-qualified Stock Option Agreement with Jim Noone
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4.8
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Non-qualified Stock Option Agreement with Kent Landvatter
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4.9
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Non-qualified Stock Option Agreement with Fred Healey for 2020 service
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4.10
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Non-qualified Stock Option Agreement with Fred Healey for 2021 service
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4.11
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Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service
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4.12
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Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service
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4.13
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Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service
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4.14
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Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service
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4.15
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Non-qualified Stock Option Agreement with Tom Gibson for 2020 service
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4.16
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Non-qualified Stock Option Agreement with Tom Gibson for 2021 service
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4.17
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Non-qualified Stock Option Agreement with Jim Giordano for 2020 service
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4.18
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Non-qualified Stock Option Agreement with Jim Giordano for 2021 service
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4.10
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Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service
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4.20
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Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service
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4.21
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Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service
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4.22
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Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service
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5.1
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Opinion of Kirton McConkie P.C. with respect to the legality of the securities being registered
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23.1
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Consent of Kirton McConkie P.C. (contained in their opinion, which is filed as Exhibit 5.1)
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23.2
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Consent of Moss Adams LLP
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24.1
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Power of Attorney (contained in the signature page hereto)
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107 |
Filing Fees Exhibit
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Item 9. |
Undertakings.
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Exhibit
Number |
Description
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Fourth Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
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Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No. 333-257929)
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All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
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All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
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Form of Stock Option Agreement under the All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No.
333-257929)
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Form of Stock Option Agreement under the All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Corporation’s Form S-1 Registration Statement filed with
the SEC on July 15, 2021) (File No. 333-257929)
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Non-qualified Stock Option Agreement with Javvis Jacobson
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Non-qualified Stock Option Agreement with Jim Noone
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Non-qualified Stock Option Agreement with Kent Landvatter
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Non-qualified Stock Option Agreement with Fred Healey for 2020 service
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Non-qualified Stock Option Agreement with Fred Healey for 2021 service
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Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service
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Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service
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Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service
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Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service
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Non-qualified Stock Option Agreement with Tom Gibson for 2020 service
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Non-qualified Stock Option Agreement with Tom Gibson for 2021 service
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Non-qualified Stock Option Agreement with Jim Giordano for 2020 service
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Non-qualified Stock Option Agreement with Jim Giordano for 2021 service
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Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service
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Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service
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Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service
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Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service
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Opinion of Kirton McConkie P.C. with respect to the legality of the securities being registered
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Consent of Kirton McConkie P.C. (contained in their opinion, which is filed as Exhibit 5.1)
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Consent of Moss Adams LLP
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Power of Attorney (contained in the signature page hereto)
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107
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Filing Fees Exhibit |
FINWISE BANCORP:
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|||
By:
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/s/ Kent Landvatter
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Kent Landvatter
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|||
President and Chief Executive Officer
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Signature
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Title(s)
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Date
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/s/ Kent Landvatter
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President, Chief Executive Officer and
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February 4, 2022
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Kent Landvatter
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Director (Principal Executive Officer) | |||
/s/ Javvis Jacobson
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Executive Vice President and Chief Financial Officer
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February 4, 2022 | ||
Javvis Jacobson
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(Principal Financial and Accounting Officer) | |||
/s/ Russell F. Healey, Jr.
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Chairman of the Board
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February 4, 2022 | ||
Russell F. Healey, Jr.
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/s/ Howard I. Reynolds
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Vice Chairman of the Board
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February 4, 2022 | ||
Howard I. Reynolds
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/s/ James N. Giordano
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Director
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February 4, 2022 | ||
James N. Giordano
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||||
/s/ Thomas E. Gibson, Jr.
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Director
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February 4, 2022 | ||
Thomas E. Gibson, Jr.
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||||
/s/ Lisa Ann Nievaard
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Director
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February 4, 2022 | ||
Lisa Ann Nievaard
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/s/ Jeana Hutchings
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Director
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February 4, 2022 | ||
Jeana Hutchings
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||||
/s/ Gerald E. Cunningham
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Director
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February 4, 2022 | ||
Gerald E. Cunningham
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Grant Date:
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January 1, 2021
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Exercise Price per Share:
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$26.99
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Number of Option Shares:
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10,000
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Expiration Date:
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January 1, 2031
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ALL WEST BANCORP
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|||
By:
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/s/ Kent Landvatter
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Name:
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Kent Landvatter
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Title:
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President and CEO
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EXECUTIVE
|
|||
/s/ Javvis Jacobson
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|||
Javvis Jacobson
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Grant Date:
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January 1, 2021
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Exercise Price per Share:
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$26.99
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Number of Option Shares:
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10,000
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Expiration Date:
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January 1, 2031
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ALL WEST BANCORP
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|||
By:
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/s/ Kent Landvatter
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||
Name:
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Kent Landvatter
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||
Title:
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President and CEO
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EXECUTIVE
|
|||
/s/ Jim Noone
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|||
Jim Noone
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Grant Date: |
December 24, 2019
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Exercise Price per Share: |
21.83
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Number of Option Shares: | 6,819 | |
Expiration Date: |
December 24, 2029
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ALL WEST BANCORP
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|||
By:
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/s/ Kent Landvatter
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Name:
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Kent Landvatter
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Title:
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President and CEO
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KENT LANDVATTER
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|||
By:
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/s/ Kent Landvatter
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Name:
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Kent Landvatter
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Vesting Date
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Number
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12/23/2019
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1,364
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1/1/2020
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114
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2/1/2020
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114
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3/1/2020
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114
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4/1/2020
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114
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5/1/2020
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114
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6/1/2020
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114
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7/1/2020
|
114
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8/1/2020
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114
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9/1/2020
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115
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10/1/2020
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115
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11/1/2020
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115
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12/1/2020
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115
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1/1/2021
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114
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2/1/2021
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114
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3/1/2021
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114
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4/1/2021
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113
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5/1/2021
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113
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6/1/2021
|
113
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7/1/2021
|
113
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8/1/2021
|
113
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9/1/2021
|
114
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10/1/2021
|
114
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11/1/2021
|
114
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12/1/2021
|
114
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1/1/2022
|
113
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2/1/2022
|
113
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3/1/2022
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113
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4/1/2022
|
113
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5/1/2022
|
113
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6/1/2022
|
113
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7/1/2022
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113
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8/1/2022
|
113
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9/1/2022
|
114
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10/1/2022
|
114
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11/1/2022
|
114
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12/1/2022
|
114
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1/1/2023
|
113
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2/1/2023
|
113
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3/1/2023
|
113
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4/1/2023
|
113
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5/1/2023
|
113
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6/1/2023
|
113
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7/1/2023
|
113
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8/1/2023
|
113
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9/1/2023
|
114
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10/1/2023
|
114
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11/1/2023
|
114
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12/1/2023
|
114
|
|
2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
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2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
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FINWISE BANCORP
|
||
/s/ Kent Landvatter
|
||
By:
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Kent Landvatter
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Its: President
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Submitted by:
DIRECTOR
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Accepted by:
FINWISE BANCORPORATION
|
||
Signature
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By
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||
Print Name
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Print Name
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||
Title
|
|||
Address:
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Address:
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||
Date Received
|
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2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
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2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
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FINWISE BANCORP
|
||
/s/ Kent Landvatter
|
||
By:
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Kent Landvatter
|
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Its: President
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Submitted by:
DIRECTOR
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Accepted by:
FINWISE BANCORPORATION
|
||
Signature
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By
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||
Print Name
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Print Name
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||
Title
|
|||
Address:
|
Address:
|
||
Date Received
|
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2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
|
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2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
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FINWISE BANCORP
|
||
/s/ Kent Landvatter
|
||
By:
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Kent Landvatter
|
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Its: President
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Submitted by:
|
Accepted by:
|
||
DIRECTOR
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FINWISE BANCORPORATION
|
||
Signature
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By
|
||
Print Name
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Print Name
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||
Title
|
|||
Address:
|
Address:
|
||
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
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|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
||
/s/ Kent Landvatter
|
||
By:
|
Kent Landvatter
|
|
Its: President
|
Submitted by:
DIRECTOR
|
Accepted by:
FINWISE BANCORPORATION
|
||
Signature
|
By
|
||
Print Name
|
Print Name
|
||
Title
|
|||
Address:
|
Address:
|
||
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
||
/s/ Kent Landvatter
|
||
By:
|
Kent Landvatter
|
|
Its: President
|
Submitted by:
DIRECTOR
|
Accepted by:
FINWISE BANCORPORATION
|
||
Signature
|
By
|
||
Print Name
|
Print Name
|
||
Title
|
|||
Address:
|
Address:
|
||
Date Received
|
2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
|
FINWISE BANCORP
|
||
|
/s/ Kent Landvatter
|
||
|
By:
|
Kent Landvatter | |
|
Its:
|
President |
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
|
|||
/s/ Kent Landvatter
|
|||
By: |
Kent Landvatter
|
||
|
Its: |
President
|
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
By: | Kent Landvatter | ||
Its: |
President
|
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
By: | Kent Landvatter | ||
Its: | President |
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
By: | Kent Landvatter | ||
Its: | President |
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
By: | Kent Landvatter | ||
Its: | President |
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
By: | Kent Landvatter | ||
Its: | President |
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
|
2.1. |
Vesting Schedule. This Option shall be immediately exercisable.
|
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
By: | Kent Landvatter | ||
|
Its:
|
President |
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
|
|
Address:
|
Address:
|
|
Date Received
|
2.1. |
Vesting Schedule. This Option shall vest and become exercisable on January 1, 2022, subject to
Director continuing to be a Director through such date.
|
2.2. |
Expiration. The Option will expire on the Expiration Date set forth above, or three (3) months
after Director’s termination of Continuous Service; provided, however, that Director may exercise any vested Option any time prior to Director’s termination of Continuous Service and within three (3) months after termination of such
Continuous Service (but in no event later than the expiration of the term of the Option as set forth herein). Director may exercise the Options by delivering an Exercise Notice in the form attached hereto as Exhibit A to the
Bancorp’s Chief Executive Officer together with the Exercise Price, signed and dated by Director.
|
FINWISE BANCORP
|
|||
/s/ Kent Landvatter
|
|||
|
By:
|
Kent Landvatter
|
|
Its:
|
President
|
Submitted by:
|
Accepted by:
|
|
DIRECTOR
|
FINWISE BANCORPORATION
|
|
Signature
|
By
|
|
Print Name
|
Print Name
|
|
Title
|
||
Address:
|
Address:
|
|
Date Received
|
Re:
|
Securities Being Registered under Registration Statement on Form S-8
|
|
Very truly yours,
/s/ KIRTON McCONKIE
|
|
Security
Type
|
Security
Class
Title
|
Fee
Calculation
or Carry
Forward
Rule
|
Amount
Registered (1)(2)
|
Proposed
Maximum
Offering
Price
Per
Unit (11)
|
Maximum
Aggregate
Offering
Price
|
Fee Rate
|
Amount of
Registration
Fee
|
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
588,474 (3)
|
$3.89 (12)
|
$2,289,163.86
|
0.0000927
|
$212.21
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
325,938 (4)
|
$17.44 (13)
|
$5,684,358.72
|
0.0000927
|
$526.94
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
120,000 (5)
|
$4.50
|
$540,000.00
|
0.0000927
|
$50.06
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
40,914 (6)
|
$3.64
|
$148,926.96
|
0.0000927
|
$13.81
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
45,000 (7)
|
$6.67
|
$300,150.00
|
0.0000927
|
$27.82
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
45,000 (8)
|
$8.34
|
$375,300.00
|
0.0000927
|
$34.79
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
9,000 (9)
|
$6.67
|
$60,030.00
|
0.0000927
|
$5.56
|
Fees to Be Paid
|
Equity
|
Common Stock, $0.001 par value per share
|
Rule 457(h)
|
9,000 (10)
|
$8.34
|
$75,060.00
|
0.0000927
|
$6.96
|
TOTAL:
|
1,183,326
|
-
|
$9,472,989.54
|
$878.15
|
(1) |
Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the All West Bancorporation 2016 Stock Option Plan
(the “2016 Plan”), the All West Bancorporation 2019 Stock Option Plan (the “2019 Plan”), the Non-qualified Stock Option Agreements with each of Javvis Jacobson, Jim Noone and Kent Landvatter, the
Non-qualified Stock Option Agreements (for 2020 service) with each of Fred Healey, Howard Reynolds, Jerry Cunningham, Tom Gibson, Jim Giordano, Jeana Hutchings and Lisa Chapman, and the Non-qualified Stock Option Agreements (for 2021 service)
with each of Fred Healey, Howard Reynolds, Jerry Cunningham, Tom Gibson, Jim Giordano, Jeana Hutchings and Lisa Chapman as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock, $0.001 par value per
share, of FinWise Bancorp (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a).
|
(2) |
The listed amounts reflect an adjustment pursuant to the six-for-one stock split of the Company’s common stock (the “Stock Split”), effective July 26, 2021, whereby each share of the
Company’s common stock was automatically divided into six shares of common stock.
|
(3) |
Represents 129,000 shares of Common Stock issuable in connection with outstanding stock options granted under the 2016 Plan and 459,474 shares of Common Stock issuable in connection with
outstanding stock options granted under the 2019 Plan.
|
(4) |
Represents 29,712 shares of Common Stock available for issuance under the 2016 Plan and 296,226 shares of Common Stock available for issuance under the 2019 Plan.
|
(5) |
Represents 60,000 shares of Common Stock issuable in connection with the Non-qualified Stock Option Agreements with each of Javvis Jacobson and Jim Noone.
|
(6) |
Represents shares of Common Stock issuable in connection with the Non-qualified Stock Option Agreement with Kent Landvatter.
|
(7) |
Represents 9,000 shares of Common Stock issuable in connection with the Non-qualified Stock Option Agreements with respect to 2020 service with each of Russell F. Healey, Jr., Howard
Reynolds, Gerald E. Cunningham, Thomas E. Gibson, Jr. and James N. Giordano, in each case as adjusted by action of the Compensation Committee and Board of Directors to reduce the number of shares subject to the option.
|
(8) |
Represents 9,000 shares of Common Stock issuable in connection with the Non-qualified Stock Option Agreements with respect to 2021 service with each of Russell F. Healey, Jr., Howard
Reynolds, Gerald E. Cunningham, Thomas E. Gibson, Jr. and James N. Giordano, in each case as adjusted by action of the Compensation Committee and Board of Directors to reduce the number of shares subject to the option.
|
(9) |
Represents 4,500 shares of Common Stock issuable in connection with the Non-qualified Stock Option Agreements with respect to 2020 service with each of Jeana Hutchings and Lisa Ann Nievaard
(Lisa Chapman), in each case as adjusted by action of the Compensation Committee and Board of Directors to reduce the number of shares subject to the option.
|
(10) |
Represents 4,500 shares of Common Stock issuable in connection with the Non-qualified Stock Option Agreements with respect to 2021 service with each of Jeana Hutchings and Lisa Ann Nievaard
(Lisa Chapman), in each case as adjusted by action of the Compensation Committee and Board of Directors to reduce the number of shares subject to the option.
|
(11) |
The listed prices per share reflect an adjustment pursuant to the Stock Split.
|
(12) |
This calculation is solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act. The maximum offering price per share and the maximum
aggregate offering price are based upon the weighted average exercise price of the outstanding stock options of $3.89 per share.
|
(13) |
This calculation is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The maximum offering price per share and the
maximum aggregate offering price are based upon a price of $17.44 per share, which is the average of the high and low prices of shares of Common Stock on the NASDAQ Stock Market on January 31, 2022.
|