transactions contemplated by the Merger Agreement, (v) by Raymond James or TriState Capital if, under certain circumstances and subject to extension under certain circumstances, the Mergers
are not consummated on or before the twelve (12) month anniversary of the date of the Merger Agreement, provided that either Raymond James or TriState Capital may extend such date to the fifteen (15) month anniversary of the date of the
Merger Agreement if, on such twelve (12) month anniversary, the applicable conditions precedent to closing set forth in the Merger Agreement have been satisfied or waived other than, among others, the Regulatory Approval Conditions, subject to
certain exceptions, (vi) by Raymond James or TriState Capital if, under certain circumstances and subject to cure periods, the other party has breached its representations, warranties or covenants in a manner that would cause the failure of the
relevant closing conditions in the Merger Agreement to be satisfied, (vii) by Raymond James if, under certain circumstances, the Board of Directors of TriState Capital has made a Recommendation Change (as defined in the Merger
Agreement) or has engaged in certain intentional and material breaches of the Merger Agreement, and (viii) by Raymond James or TriState Capital if, under certain circumstances, the shareholders of TriState Capital do not vote to approve the
Mergers. The Merger Agreement further provides that a termination fee of $41,908,000 will be payable by TriState Capital to Raymond James upon termination of the Merger Agreement under certain circumstances.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger
Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party
set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements
of fact. In addition, such representations and warranties (i) will not survive consummation of the Mergers, and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.
Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties public
disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Raymond
James or TriState Capital, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Raymond James, TriState Capital,
their respective affiliates or their respective businesses, the Merger Agreement and the Mergers that will be contained in, or incorporated by reference into, the registration statement on Form S-4 that will
include a proxy statement of TriState Capital, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings that each of Raymond James
and TriState Capital makes with the SEC.
Support Agreements
On October 20, 2021, in connection with the execution of the Merger Agreement, Raymond James, Merger Sub 1 and TriState Capital entered into (i) a
Support Agreement (the Management Support Agreement) with James F. Getz and Brian S. Fetterolf, each solely in his capacity as a shareholder of TriState Capital, and (ii) a Support Agreement (the Stone Point Support
Agreement and, together with the Management Support Agreement, the Support Agreements) with T-VIII PubOpps LP (Stone Point and, together with James F. Getz and
Brian S. Fetterolf, the Supporting Shareholders).
Pursuant to the Support Agreements, each of the Supporting Shareholders agreed that,
among other things, at any meeting of TriState Capitals shareholders in connection with the approval of the Merger Agreement or any other meeting or action of TriState Capitals shareholders with respect to which they are entitled to vote
or consent on, each Supporting Shareholder will vote all the Shares (as defined in their respective Support Agreements) beneficially owned by them (the Owned Voting Shares) (i) in favor of approval of the Mergers, the Merger
Agreement and the transactions contemplated thereby, (ii) against any action or agreement that, to the knowledge of such Supporting Shareholder, would result in a breach of any covenant, representation or warranty or any other material
obligation or agreement of TriState Capital contained in the Merger Agreement or of such Supporting Shareholder in such Support Agreement and (iii) against certain alternative acquisition proposals. Each Supporting Shareholder also agreed not
to solicit or engage in negotiations with respect to certain alternative acquisition proposals.
In addition, during the term of the applicable Support
Agreement, each Supporting Shareholder agreed, except in limited circumstances, not to sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise dispose of the Owned Voting Shares.