Esquire Financial to acquire Signature Bancorporation in all-stock merger

Esquire Financial Holdings, Inc.

• Each Signature share will convert into 2.630 shares of ESQ common stock, adjustable between 2.50 and 2.80.
• Signature termination fee of $15.0 million under certain circumstances.
• Two Signature directors (Michael O’Rourke and Leonard Caronia) to join Esquire's board post-closing.
• Signature executives enter 3-year lock-up agreements restricting share sales; voting agreements with directors and officers.
• Transaction approved by both boards; subject to shareholder and regulatory approvals, expected Nasdaq listing of ESQ shares.