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Execution Version 

MAINSOURCE FINANCIAL GROUP, INC. 

an Indiana corporation 

57,000 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A 

UNDERWRITING AGREEMENT 

March 28, 2012 

Merrill Lynch, Pierce, Fenner & Smith 

Incorporated 

Sandler O’Neill & Partners, L.P. 

as Representatives of the several Underwriters 

c/o Merrill Lynch, Pierce, Fenner & Smith 

Incorporated 

One Bryant Park 

New York, New York 10036 

and 

Sandler O’Neill & Partners, L.P. 

1251 Avenue of the Americas, 6th Floor 

New York, New York 10020 

Ladies and Gentlemen: 

MainSource Financial Group, Inc., an Indiana corporation (the “Company”), MainSource Bank 

(the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms 

its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Sandler 

O’Neill & Partners, L.P. (“Sandler O’Neill,” and collectively with Merrill Lynch, the “Underwriters,” 

which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), 

for whom Merrill Lynch and Sandler O’Neill are acting as Representatives (in such capacity, the 

“Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the 

Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate 

Cumulative Perpetual Preferred Stock, Series A, no par value per share, of the Company (the “Preferred 

Stock”) set forth in Schedule A hereto. The aforesaid 57,000 shares of Preferred Stock to be purchased 

by the Underwriters are referred to herein, collectively, as the “Securities.” 

The Company understands that the Underwriters propose to make a public offering of the 

Securities as soon as the Representatives deem advisable after this Agreement has been executed and 

delivered. 

The Company has prepared and filed with the Securities and Exchange Commission (the 

“Commission”) a registration statement on Form S-3 (File No. 333-157441) covering the resale of certain 

securities of the Company from time to time, including the Securities to be sold by the Selling 

Shareholder under this Agreement, under the Securities Act of 1933, as amended (the “1933 Act”), and 

the rules and regulations promulgated thereunder (the “1933 Act Regulations”). Such registration 
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statement has been declared effective by the Commission under the 1933 Act. Such registration 

statement, as of any time, means such registration statement as amended by any post-effective 

amendments thereto at such time, including the exhibits and any schedules thereto at such time, the 

documents incorporated or deemed to be incorporated by reference therein at such time pursuant to 

Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of 

such time pursuant to Rule 430B of the 1933 Act Regulations (“Rule 430B”), is referred to herein as the 

“Registration Statement;” provided, however, that the “Registration Statement” without reference to a 

time means such registration statement as amended by any post-effective amendments thereto as of the 

time of the first contract of sale for the Securities, which time shall be considered the “new effective date” 

of the Registration Statement with respect to the Securities within the meaning of Rule 430B(f)(2), 

including the exhibits and schedules thereto as of such time, the documents incorporated or deemed to be 

incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and 

the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Each 

preliminary prospectus supplement and the base prospectus used in connection with the offering of the 

Securities, including the documents incorporated or deemed to be incorporated by reference therein 

pursuant to Item 12 of Form S-3 under the 1933 Act immediately prior to the Applicable Time (as defined 

below), are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and 

delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to 

the Securities in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations 

(“Rule 424(b)”). The final prospectus supplement and the base prospectus, in the form first furnished to 

the Underwriters for use in connection with the offering and sale of the Securities, including the 

documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of 

Form S-3 under the 1933 Act immediately prior to the Applicable Time, are collectively referred to herein 

as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any 

preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to 

include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and 

Retrieval system (or any successor system)(“EDGAR”). 

As used in this Agreement: 

“Applicable Time” means 10:00 P.M., New York City time, on March 28, 2012 or such 

other time as agreed by the Company and the Representatives. 

“General Disclosure Package” means each Issuer General Use Free Writing Prospectus, 

the most recent preliminary prospectus furnished to the Underwriters for general distribution to 

investors prior to the Applicable Time and the information specified in Schedule B hereto, all 

considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined 

in Rule 433 of the 1933 Act Regulations (“Rule 433”), including, without limitation, any “free 

writing prospectus” (as defined in Rule 405) relating to the Securities that is (i) required to be 

filed with the Commission by the Company, (ii) a “road show that is a written communication” 

within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, 

or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains 

a description of the Securities or of the offering thereof that does not reflect the final terms, in 

each case in the form filed or required to be filed with the Commission or, if not required to be 

filed, in the form retained in the Company’s records pursuant to Rule 433(g). 

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus 

that is intended for general distribution to investors, as evidenced by its being specified in 

Schedule C hereto. 
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“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus 

that is not an Issuer General Use Free Writing Prospectus. 

All references in this Agreement to financial statements and schedules and other information 

which is “contained,” “included” or “stated” (or other references of like import) in the Registration 

Statement, any preliminary prospectus or the Prospectus shall be deemed to include all such financial 

statements and schedules and other information incorporated or deemed to be incorporated by reference in 

the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the 

Applicable Time; and all references in this Agreement to amendments or supplements to the Registration 

Statement, any preliminary prospectus or the Prospectus shall be deemed to include the filing of any 

document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and 

regulations promulgated thereunder (the “1934 Act Regulations”) incorporated or deemed to be 

incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as 

the case may be, at or after the Applicable Time. 

This Agreement, the Company’s Restated Articles of Incorporation, as amended by the Articles 

of Amendment with respect to the Securities (collectively, the “Charter”), and the Company’s By-Laws 

(the “By-Laws”) are referred to herein, collectively, as the “Operative Documents.” 

SECTION 1. Representations and Warranties. 

(a) Representations and Warranties by the Company. The Company represents and warrants 

to each Underwriter and the Selling Shareholder at the date hereof, the Applicable Time and the 

Closing Time (as defined below) (each, a “Representation Date”), and agrees with each Underwriter 

and the Selling Shareholder, as follows: 

(i) Compliance of the Registration Statement, the Prospectus and Incorporated 

Documents. The Company meets the requirements for use of Form S-3 under the 1933 Act. 

Each of the Registration Statement and any post-effective amendment thereto has been declared 

effective by the Commission under the 1933 Act. No stop order suspending the effectiveness of 

the Registration Statement or any post-effective amendment thereto has been issued under the 

1933 Act, no order preventing or suspending the use of any preliminary prospectus or the 

Prospectus or any amendment or supplement thereto has been issued and no proceedings for any 

of those purposes have been instituted or are pending or, to the Company’s knowledge, 

contemplated. The Company has complied with each request (if any) from the Commission for 

additional information. 

Each of the Registration Statement and any post-effective amendment thereto, at the time 

of its effectiveness and as of each deemed effective date with respect to the Underwriters 

pursuant to Rule 430B(f)(2), complied in all material respects with the requirements of the 1933 

Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus and any 

amendment or supplement thereto, at the time each was filed with the Commission, complied in 

all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and are 

identical to the electronically transmitted copies thereof filed with the Commission pursuant to 

EDGAR, except to the extent permitted by Regulation S-T. 

The documents incorporated or deemed to be incorporated by reference in the 

Registration Statement, the General Disclosure Package and the Prospectus, when they became 

effective or at the time they were or hereafter are filed with the Commission, complied and will 

comply in all material respects with the requirements of the 1934 Act and the 1934 Act 

Regulations. 
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(ii) Accurate Disclosure. Neither the Registration Statement nor any amendment 

thereto, at its effective time or at the Closing Time, contained, contains or will contain an untrue 

statement of a material fact or omitted, omits or will omit to state a material fact required to be 

stated therein or necessary to make the statements therein not misleading. At the Applicable 

Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free 

Writing Prospectus, when considered together with the General Disclosure Package, included, 

includes or will include an untrue statement of a material fact or omitted, omits or will omit to 

state a material fact necessary in order to make the statements therein, in the light of the 

circumstances under which they were made, not misleading. Neither the Prospectus nor any 

amendment or supplement thereto, as of its issue date, at the time of any filing with the 

Commission pursuant to Rule 424(b) or at the Closing Time, included, includes or will include an 

untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary 

in order to make the statements therein, in the light of the circumstances under which they were 

made, not misleading. The documents incorporated or deemed to be incorporated by reference in 

the Registration Statement, the General Disclosure Package and the Prospectus, at the time the 

Registration Statement became effective or when such incorporated documents were filed with 

the Commission, as the case may be, when read together with the other information in the 

Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did 

not, does not and will not include an untrue statement of a material fact or omit to state a material 

fact required to be stated therein or necessary to make the statements therein not misleading. 

The representations and warranties in this subsection shall not apply to statements in or 

omissions from the Registration Statement or any amendment thereto or the General Disclosure 

Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in 

conformity with written information furnished to the Company by any Underwriter through the 

Representatives or by the Selling Shareholder, in each case expressly for use therein. For 

purposes of this Agreement, the only information so furnished by (A) any Underwriter through 

the Representatives shall be (1) the information under the heading “Auction Process,” except for 

any statement that refers to the Company, its intentions or its potential activity as a bidder in the 

auction and (2) the information in the first, second and third paragraphs under the heading 

“Underwriting–Stabilization,” in each case, contained in the Registration Statement, the 

preliminary prospectus contained in the General Disclosure Package and the Prospectus 

(collectively, the “Underwriter Information”) and (B) the Selling Shareholder shall be the 

information in the third and fourth paragraphs under the heading “Selling Shareholder,” in each 

case, contained in the Registration Statement, the preliminary prospectus contained in the General 

Disclosure Package and the Prospectus (collectively, the “Selling Shareholder Information”). 

(iii) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts 

or will conflict with the information contained in the Registration Statement, any preliminary 

prospectus or the Prospectus, including any document incorporated by reference therein, that has 

not been superseded or modified. 

(iv) Company Not Ineligible Issuer. (A) At the time of filing the Registration 

Statement and any post-effective amendment thereto, (B) at the earliest time thereafter that the 

Company or another offering participant made a bona fide offer (within the meaning of 

Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, (C) at the date of this Agreement 

and (D) at the Applicable Time, the Company was not and is not an “ineligible issuer,” as defined 

in Rule 405, without taking account of any determination by the Commission pursuant to 

Rule 405 that it is not necessary that the Company be considered an ineligible issuer. 
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(v) Independent Accountants. The accountants who certified the financial 

statements and supporting schedules included in the Registration Statement, the General 

Disclosure Package and the Prospectus are independent public accountants as required by the 

1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public 

Accounting Oversight Board. 

(vi) Financial Statements; Non-GAAP Financial Measures. The financial 

statements of the Company included in the Registration Statement, the General Disclosure 

Package and the Prospectus, together with the related schedules and notes, present fairly the 

financial position of the Company and its consolidated subsidiaries at the dates indicated and the 

statement of operations, stockholders’ equity and cash flows of the Company and its consolidated 

subsidiaries for the periods specified; said financial statements have been prepared in conformity 

with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis 

throughout the periods involved. Any financial statements of businesses or properties acquired or 

proposed to be acquired, if any, included in the Registration Statement, the General Disclosure 

Package and the Prospectus present fairly the information set forth therein, have been prepared in 

conformity with GAAP applied on a consistent basis and otherwise have been prepared in 

accordance with the financial statement requirements of Rule 3-05 or Rule 3-14 of 

Regulation S-X, as applicable. The supporting schedules, if any, present fairly in accordance 

with GAAP the information required to be stated therein. The selected financial data and the 

summary financial information included in the Registration Statement, the General Disclosure 

Package and the Prospectus present fairly the information shown therein and have been compiled 

on a basis consistent with that of the audited financial statements included therein. Any pro 

forma financial statements and the related notes thereto included in the Registration Statement, 

the General Disclosure Package and the Prospectus present fairly the information shown therein, 

have been prepared in accordance with the Commission’s rules and guidelines with respect to pro 

forma financial statements and have been properly compiled on the bases described therein, and 

the assumptions used in the preparation thereof are reasonable and the adjustments used therein 

are appropriate to give effect to the transactions and circumstances referred to therein. Except as 

included therein, no historical or pro forma financial statements or supporting schedules are 

required to be included in the Registration Statement, any preliminary prospectus or the 

Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act 

Regulations. All disclosures contained in the Registration Statement, the General Disclosure 

Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is 

defined by the rules and regulations of the Commission) comply with Regulation G under the 

1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The 

interactive data in eXtensible Business Reporting Language incorporated by reference in the 

Registration Statement, the General Disclosure Package and the Prospectus fairly present the 

required information and has been prepared in accordance with the Commission’s rules and 

guidelines applicable thereto. 
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(vii) No Material Adverse Change. Except as described in the Registration 

Statement, the General Disclosure Package and the Prospectus, since December 31, 2011, 

(A) there has been no material adverse change in the condition, financial or otherwise, or in the 

earnings, business affairs or business prospects of the Company and its subsidiaries considered as 

one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse 

Change”), (B) there have been no transactions entered into by the Company or any of its 

subsidiaries, other than those in the ordinary course of business, which are material with respect 

to the Company and its subsidiaries considered as one enterprise, and (C) except for regular 

dividends on the Company’s capital stock in amounts per share that are consistent with past 

practice, there has been no dividend or distribution of any kind declared, paid or made by the 

Company on any class or series of its capital stock. 

(viii) Good Standing of the Company. The Company has been duly organized and is 

validly existing as a corporation under the laws of the State of Indiana and has all requisite power 

and authority to own, lease and operate its properties, to conduct its business as described in the 

Registration Statement, the General Disclosure Package and the Prospectus and to enter into and 

perform its obligations under, and to consummate the transactions contemplated in, the Operative 

Documents. The Company is duly qualified as a foreign corporation to transact business and is in 

good standing in each jurisdiction in which such qualification is required, whether by reason of 

the ownership or leasing of property or the conduct of business, except where the failure so to 

qualify or to be in good standing would not, singly or in the aggregate, result in a material adverse 

effect (A) in the condition, financial or otherwise, or in the earnings, business affairs or business 

prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising 

in the ordinary course of business, or (B) on the ability of the Company to enter into and perform 

its obligations under, or consummate the transactions contemplated in, the Operative Documents 

(a “Material Adverse Effect”). The Company is duly registered as a financial holding company 

under the Gramm-Leach-Bliley Act. The Company has furnished to the Representatives 

complete and correct copies of the Charter and By-Laws and all amendments thereto, and no 

change thereto is contemplated or has been authorized or approved by the Company or its 

stockholders. 

(ix) Good Standing of Subsidiaries. Each “significant subsidiary” of the Company 

(as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a 

“Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly 

organized and is validly existing and in good standing under the laws of the jurisdiction of its 

incorporation or other organization, has all requisite power and authority to own, lease and 

operate its properties, to conduct its business as described in the Registration Statement, the 

General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and 

perform its obligations under, this Agreement and is duly qualified to transact business and is in 

good standing in each jurisdiction in which such qualification is required, whether by reason of 

the ownership or leasing of property or the conduct of business, except where the failure to so 

qualify or to be in good standing would not, singly or in the aggregate, result in a Material 

Adverse Effect. Except as described in the Registration Statement, the General Disclosure 

Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other 

equity interests in each Significant Subsidiary have been duly authorized and validly issued, are 

fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, 

free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. 

None of the outstanding shares of capital stock of or other equity interests in any Significant 

Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of 

such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the 

subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries 
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which, considered in the aggregate as a single subsidiary, do not constitute a “significant 

subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of 

the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit 

Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent 

permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation 

or termination of such insurance is pending or, to the knowledge of the Company, threatened. 

(x) Regulatory Matters. Except as described in the Registration Statement, the 

General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries 

is subject or is party to, or has received any notice or advice that any of them may become subject 

or party to any investigation with respect to, any corrective, suspension or cease-and-desist order, 

agreement, consent agreement, memorandum of understanding or other regulatory enforcement 

action, proceeding or order with or by, or is a party to any commitment letter or similar 

undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter 

from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined 

below) that currently relates to or restricts in any material respect the conduct of their business or 

that in any material respect relates to their capital adequacy, credit policies, management or 

business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been 

advised by any Regulatory Agency that it is considering issuing or requesting any Regulatory 

Agreement. There is no unresolved violation, criticism or exception by any Regulatory Agency 

with respect to any report or statement relating to any examinations of the Company or any of its 

subsidiaries. The Company and its subsidiaries are in compliance in all material respects with all 

laws administered by the Regulatory Agencies. As used herein, the term “Regulatory Agency” 

means any federal or state agency charged with the supervision or regulation of depositary 

institutions or holding companies of depositary institutions, or engaged in the insurance of 

depositary institution deposits, or any court, administrative agency or commission or other 

authority, body or agency having supervisory or regulatory authority with respect to the Company 

or any of its subsidiaries. 

(xi) Capitalization. The authorized, issued and outstanding shares of capital stock 

of the Company are as set forth in the Registration Statement, the preliminary prospectus 

contained in the General Disclosure Package and the Prospectus (except for subsequent issuances, 

if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit 

plans referred to in the Registration Statement, the General Disclosure Package and the 

Prospectus or pursuant to the exercise of convertible securities or options referred to in the 

Registration Statement, the General Disclosure Package and the Prospectus). The outstanding 

shares of capital stock of the Company, including the Securities, have been duly authorized and 

validly issued and are fully paid and non-assessable. None of the outstanding shares of capital 

stock of the Company, including the Securities, were issued in violation of the preemptive or 

other similar rights of any securityholder of the Company or any other entity. The outstanding 

capital stock of the Company, including the Preferred Stock, conforms to all statements relating 

thereto contained in the Registration Statement, the General Disclosure Package and the 

Prospectus and such statements conform to the rights set forth in the instruments defining the 

same. 

(xii) Authorization of Agreement. This Agreement has been duly authorized, 

executed and delivered by each of the Company and the Bank. 
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(xiii) Filing of Articles of Amendment; Form of Certificate. The Articles of 

Amendment for the Securities has been duly filed with the Secretary of State of the State of 

Indiana. The form of certificate representing the Securities complies with the requirements of 

Indiana state law, the Charter and the By-Laws. 

(xiv) Registration Rights. There are no persons with registration rights or other 

similar rights to have any securities registered for sale pursuant to the Registration Statement or 

otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this 

Agreement other than any rights that have been disclosed in the Registration Statement, the 

General Disclosure Package and the Prospectus and have been waived. 

(xv) Absence of Violations, Defaults and Conflicts. Neither the Company nor any 

of its subsidiaries is (A) in violation of its charter, by-laws or similar organizational document, 

(B) in default in the performance or observance of any obligation, agreement, covenant or 

condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, 

note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a 

party or by which it or any of them may be bound or to which any of the properties, assets or 

operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and 

Instruments”), except for such defaults that would not, singly or in the aggregate, result in a 

Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, 

writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency 

(including, without limitation, each applicable Regulatory Agency) or other authority, body or 

agency having jurisdiction over the Company or any of its subsidiaries or any of their respective 

properties, assets or operations (each, a “Governmental Entity”), except for such violations that 

would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery 

and performance of the Operative Documents and the consummation of the transactions 

contemplated in this Agreement and in the Registration Statement, including the purchase of 

Securities by the Company in the offering contemplated hereby,the General Disclosure Package 

and the Prospectus and compliance by the Company and the Bank with their respective 

obligations under the Operative Documents have been duly authorized by the Company and the 

Bank, as the case may be, by all requisite action and do not and will not, whether with or without 

the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 

or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, 

charge or encumbrance upon any properties, assets or operations of the Company or any of its 

subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, 

defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the 

aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the 

provisions of the charter, by-laws or similar organizational document of the Company or any of 

its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any 

Governmental Entity. As used herein, a “Repayment Event” means any event or condition which 

gives the holder of any note, debenture or other financing instrument (or any person acting on 

such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a 

portion of the related financing by the Company or any of its subsidiaries. 

(xvi) Absence of Labor Dispute. No labor dispute with the employees of the 

Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and 

the Company is not aware of any existing or imminent labor disturbance by the employees of any 

of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which 

could, singly or in the aggregate, result in a Material Adverse Effect. 
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(xvii) Absence of Proceedings. Except as described in the Registration Statement, 

the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or 

investigation before or brought by any Governmental Entity now pending, or, to the knowledge of 

the Company, threatened, against or affecting the Company or any of its subsidiaries, which 

could, singly or in the aggregate, result in a Material Adverse Effect, or which might materially 

and adversely affect their respective properties, assets or operations, or the consummation of the 

transactions contemplated in this Agreement, or the performance by the Company of its 

obligations under the Operative Documents. The aggregate of all pending legal or governmental 

proceedings to which the Company or any of its subsidiaries are a party or of which any of their 

respective properties, assets or operations are the subject which are not described in the 

Registration Statement, the General Disclosure Package and the Prospectus, including ordinary 

routine litigation incidental to the business, would not, singly or in the aggregate, result in a 

Material Adverse Effect. 

(xviii) Accuracy of Contracts; Exhibits. All descriptions in the Registration 

Statement, the General Disclosure Package and the Prospectus of contracts and other documents 

to which the Company or any of its subsidiaries are a party are accurate in all material respects. 

There are no contracts, instruments or other documents which are required to be described in the 

Registration Statement, any preliminary prospectus or the Prospectus or to be filed as exhibits to 

the Registration Statement which have not been so described and filed as required. 

(xix) Absence of Further Requirements. No filing with, or authorization, approval, 

consent, license, order, registration, qualification or decree of, any Governmental Entity is 

necessary or required for the Company or the Bank to enter into, or perform their respective 

obligations under, the Operative Documents or the consummation of the transactions 

contemplated in this Agreement, except such as have been already obtained or as may be required 

under the 1933 Act, the 1933 Act Regulations, the securities laws of any state or non-U.S. 

jurisdiction or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”). 

(xx) Possession of Licenses and Permits. The Company and its subsidiaries possess 

such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental 

Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business 

now operated by them, except where the failure so to possess would not, singly or in the 

aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in 

compliance with the terms and conditions of all Governmental Licenses, except where the failure 

so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the 

Governmental Licenses are valid and in full force and effect, except when the invalidity of such 

Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect 

would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company 

nor any of its subsidiaries has received any notice of proceedings relating to the revocation or 

modification of any Governmental Licenses which, if the subject of an unfavorable decision, 

ruling or finding, could, singly or in the aggregate, result in a Material Adverse Effect. 

(xxi) Title to Property. The Company and its subsidiaries have good and marketable 

title to all real property owned by them and good title to all other properties owned by them, in 

each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or 

encumbrances of any kind except such as (A) are described in the Registration Statement, the 

General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, 

materially affect the value of such property and do not materially interfere with the use made and 

proposed to be made of such property by the Company or any of its subsidiaries. All of the leases 

and subleases material to the business of the Company and its subsidiaries, considered as one 
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enterprise, and under which the Company or any of its subsidiaries holds properties described in 

the Registration Statement, the General Disclosure Package or the Prospectus, are in full force 

and effect, and neither the Company nor any such subsidiary has any notice of any material claim 

of any sort that has been asserted by anyone adverse to its rights under any of the leases or 

subleases mentioned above or affecting or questioning its rights to the continued possession of the 

leased or subleased premises under any such lease or sublease. 

(xxii) Possession of Intellectual Property. The Company and its subsidiaries own or 

possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, 

copyrights, know-how (including trade secrets and other unpatented and/or unpatentable 

proprietary or confidential information, systems or procedures), trademarks, service marks, trade 

names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on 

the business now operated by them, and neither the Company nor any of its subsidiaries has 

received any notice or is otherwise aware of any infringement of or conflict with asserted rights 

of others with respect to any Intellectual Property or of any facts or circumstances which would 

render any Intellectual Property invalid or inadequate to protect the interest of the Company or 

any of its subsidiaries therein, and which infringement or conflict, if the subject of an unfavorable 

decision, ruling or finding, or invalidity or inadequacy, could, singly or in the aggregate, result in 

a Material Adverse Effect. 

(xxiii) Environmental Laws. Except as described in the Registration Statement, the 

General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in 

a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of 

any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of 

common law or any judicial or administrative interpretation thereof, including any judicial or 

administrative order, consent, decree or judgment, relating to pollution or protection of human 

health, the environment (including, without limitation, ambient air, surface water, groundwater, 

land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations 

relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic 

substances, hazardous substances, petroleum or petroleum products, asbestos-containing 

materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, 

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials 

(collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, 

authorizations and approvals required under any applicable Environmental Laws and are each in 

compliance with their requirements, (C) there are no pending or threatened administrative, 

regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of 

noncompliance or violation, investigation or proceedings relating to any Environmental Law 

against the Company or any of its subsidiaries and (D) there are no events or circumstances that 

would reasonably be expected to form the basis of an order for clean-up or remediation, or an 

action, suit or proceeding by any private party or Governmental Entity, against or affecting the 

Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. 

(xxiv) Accounting Controls and Disclosure Controls. The Company and each of its 

subsidiaries maintain effective internal control over financial reporting (as defined under 

Rule 13-a15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting 

controls sufficient to provide reasonable assurances that: (A) transactions are executed in 

accordance with management’s general or specific authorization; (B) transactions are recorded as 

necessary to permit preparation of financial statements in conformity with GAAP and to maintain 

accountability for assets; (C) access to assets is permitted only in accordance with management’s 

general or specific authorization; (D) the recorded accountability for assets is compared with the 

existing assets at reasonable intervals and appropriate action is taken with respect to any 
11 

NY1 8074754v.6

differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated 

by reference in the Registration Statement, the General Disclosure Package and the Prospectus 

fairly present the required information and is prepared in accordance with the Commission’s rules 

and guidelines applicable thereto. Except as described in the Registration Statement, the General 

Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal 

year, there has been (1) no material weakness in the Company’s internal control over financial 

reporting (whether or not remediated) and (2) no change in the Company’s internal control over 

financial reporting that has materially affected, or is reasonably likely to materially affect, the 

Company’s internal control over financial reporting. The Company and each of its subsidiaries 

maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and 

Rule 15d-15 of the 1934 Act Regulations) that are designed to ensure that the information 

required to be disclosed by the Company in the reports that it files or submits under the 1934 Act 

is recorded, processed, summarized and reported, within the time periods specified in the 

Commission’s rules and forms, and is accumulated and communicated to the Company’s 

management, including its principal executive officer or officers and principal financial officer or 

officers, as appropriate, to allow timely decisions regarding disclosure. 

(xxv) Compliance with the Sarbanes-Oxley Act; Registration and Listing of 

Common Stock. Since December 31, 2009, there is and has been no failure on the part of the 

Company or any of the Company’s directors or officers, in their capacities as such, to comply in 

all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and 

regulations promulgated in connection therewith, including Section 402 related to loans and 

Sections 302 and 906 related to certifications. The Company’s common stock has been duly 

registered under the 1934 Act and duly listed on the Nasdaq Global Select Market and the 

Company is in compliance in all material respects with the applicable rules and regulations with 

respect to such registration and listing. The Company has taken no action designed to, or 

reasonably likely to have the effect of, terminating the registration of the Company’s common 

stock under the 1934 Act or the listing of the Company’s common stock on the Nasdaq Global 

Select Market and has not received any communication that the Commission or the Nasdaq 

Global Select Market has terminated, intends to terminate, or is contemplating terminating, such 

registration or listing, respectively. 

(xxvi) Payment of Taxes. All United States federal income tax returns of the 

Company and its subsidiaries required by law to be filed have been filed and all taxes shown by 

such returns or otherwise assessed, which are due and payable, have been paid, except 

assessments against which appeals have been or will be promptly taken and as to which adequate 

reserves have been provided. The United States federal income tax returns of the Company and 

its subsidiaries through the fiscal year ended December 31, 2007 have been settled and no 

assessment in connection therewith has been made against the Company or any of its subsidiaries. 

The Company and its subsidiaries have filed all other tax returns that are required to have been 

filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure 

to file such returns would not, singly or in the aggregate, result in a Material Adverse Effect, and 

has paid all taxes due pursuant to such returns or pursuant to any assessment received by the 

Company or any of its subsidiaries, except for such taxes, if any, as are being contested in good 

faith and as to which adequate reserves have been established by the Company. The charges, 

accruals and reserves on the books of the Company in respect of any income and corporation tax 

liability for any years not finally determined are adequate to meet any assessments or reassessments for additional income tax for any years not finally determined, except to the extent of 

any inadequacy that would not, singly or in the aggregate, result in a Material Adverse Effect. 
12 

NY1 8074754v.6

(xxvii) Insurance. The Company and its subsidiaries carry or are entitled to the 

benefits of insurance, with financially sound and reputable insurers, in such amounts and 

covering such risks as is generally maintained by companies of established repute engaged in the 

same or similar business, and all such insurance is in full force and effect. The Company has no 

reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing 

insurance coverage as and when such policies expire or (B) to obtain comparable coverage from 

similar institutions as may be necessary or appropriate to conduct its business as now conducted 

and at a cost that would not, singly or in the aggregate, result in a Material Adverse Effect. 

Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which 

it has sought or for which it has applied. 

(xxviii) Investment Company Act. Neither the Company nor the Bank is required, or 

upon the consummation of the transactions contemplated in this Agreement will be required, to 

register as an “investment company” under the Investment Company Act of 1940, as amended 

(the “1940 Act”). 

(xxix) Absence of Manipulation. Neither the Company nor any subsidiary or other 

affiliate of the Company has taken, nor will the Company or any such subsidiary or other affiliate 

take, directly or indirectly, any action which is designed, or would be expected, to cause or result 

in, or which constitutes, the stabilization or manipulation of the price of any security of the 

Company to facilitate the sale or resale of the Securities or to result in a violation of 

Regulation M under the 1934 Act. 

(xxx) Foreign Corrupt Practices Act. None of the Company, any of its subsidiaries 

or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other 

person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any 

action, directly or indirectly, that would result in a violation by such persons of the Foreign 

Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the 

“FCPA”), including, without limitation, making use of the mails or any means or instrumentality 

of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or 

authorization of the payment of any money, or other property, gift, promise to give, or 

authorization of the giving of anything of value to any “foreign official” (as such term is defined 

in the FCPA) or any foreign political party or official thereof or any candidate for foreign 

political office, in contravention of the FCPA and the Company, its subsidiaries and, to the 

knowledge of the Company, its other affiliates have conducted their businesses in compliance 

with the FCPA and have instituted and maintain policies and procedures designed to ensure, and 

which are reasonably expected to continue to ensure, continued compliance therewith. 

(xxxi) Money Laundering Laws. The operations of the Company and its subsidiaries 

are and have been conducted at all times in compliance with applicable financial recordkeeping 

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as 

amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder 

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any 

Governmental Entity (collectively, the “Money Laundering Laws”). No action, suit or 

proceeding by or before any Governmental Entity involving the Company or any of its 

subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of 

the Company, threatened. 

(xxxii) OFAC. Neither the Company, nor any of its subsidiaries or, to the knowledge 

of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf 

of the Company or any of its subsidiaries is currently the subject or target of any U.S. sanctions 
13 

NY1 8074754v.6

administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets 

Control (“OFAC”). 

(xxxiii) Relationship with Underwriters. Except as disclosed in the Registration 

Statement, the General Disclosure Package and the Prospectus, the Company does not have 

any material lending or other relationship with the Underwriters or any affiliate of any 

Underwriter. 

(xxxiv) Statistical and Market-Related Data. Any statistical and market-related data 

included in the Registration Statement, the General Disclosure Package or the Prospectus are 

based on or derived from sources that the Company believes, after reasonable inquiry, to be 

reliable and accurate and, to the extent required, the Company has obtained the written consent to 

the use of such data from such sources. 

(xxxv) Prohibition on Dividends. Except as disclosed in the Registration Statement, 

the General Disclosure Package and the Prospectus, no subsidiary of the Company is currently 

prohibited, directly or indirectly, under any order of any Regulatory Agency (other than orders 

applicable to bank or savings and loan holding companies and their subsidiaries generally), under 

any applicable law, or under any agreement or other instrument to which it is a party or is subject, 

from paying any dividends to the Company, from making any other distribution on such 

subsidiary’s capital stock, from repaying to the Company or any other subsidiary of the Company 

any loans or advances to such subsidiary or from transferring any of such subsidiary’s properties, 

assets or operations to the Company or any other subsidiary of the Company. 

(xxxvi) Not a U.S. Real Property Holding Corporation. The Company is not, and has 

not been, a U.S. real property holding corporation within the meaning of Section 897 of the 

Internal Revenue Code of 1986, as amended. 

(xxxvii) Fair Saleable Value of Assets. Each of the Company and its subsidiaries owns 

and, after giving effect to the transactions contemplated in this Agreement, will own assets the 

fair saleable value of which are greater than (A) the total amount of its liabilities (including 

known contingent liabilities) and (B) the amount that will be required to pay the probable 

liabilities of its existing debts as they become absolute and matured considering the financing 

alternatives reasonably available to it. The Company has no knowledge of any facts or 

circumstances which lead it to believe that it or any of its subsidiaries will be required to file for 

reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction, and 

has no present intent to so file. 

(xxxviii) Affiliated Transactions or Relationships. No transaction has occurred or 

relationship exists between or among the Company or any of its subsidiaries, on the one hand, 

and its affiliates, officers or directors, on the other hand, that is required to be described in the 

Registration Statement, the preliminary prospectus contained in the General Disclosure Package 

or the Prospectus (including documents incorporated therein by reference) that is not so described 

therein. 

(b) Representations and Warranties by the Bank. The Bank represents and warrants to each 

Underwriter and the Selling Shareholder at each Representation Date, and agrees with each 

Underwriter, as follows: 

(i) Good Standing. The Bank has been duly organized and is validly existing and in 

good standing under the laws of the jurisdiction of its organization, has all requisite power and 
14 

NY1 8074754v.6

authority to own, lease and operate its properties, to conduct its business as described in the 

Registration Statement, the General Disclosure Package and the Prospectus and to enter into and 

perform its obligations under, and to consummate the transactions contemplated in, this 

Agreement and is duly qualified to transact business and is in good standing in each jurisdiction 

in which such qualification is required, whether by reason of the ownership or leasing of property 

or the conduct of business, except where the failure to so qualify or to be in good standing would 

not, singly or in the aggregate, result in a Material Adverse Effect. The deposit accounts of the 

Bank are insured up to the applicable limits by the Deposit Insurance Fund of the FDIC to the 

fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for 

the revocation or termination of such insurance is pending or, to the knowledge of the Company, 

threatened. 

(ii) Regulatory Matters. The Bank is not subject or party to, and has not received 

any notice or advice that it may become subject or party to any investigation with respect to, any 

Regulatory Agreement, and the Bank has not been advised by any Regulatory Agency that it is 

considering issuing or requesting any Regulatory Agreement. There is no unresolved violation, 

criticism or exception by any Regulatory Agency with respect to any report or statement relating 

to any examinations of the Bank. The Bank is in compliance in all material respects with all laws 

administered by the Regulatory Agencies. 

(iii) Authorization of Agreement. This Agreement has been duly authorized, 

executed and delivered by the Bank. 

(iv) Absence of Violations, Defaults and Conflicts. The Bank is not (A) in violation 

of its charter, by-laws or similar organizational document, (B) in default in the performance or 

observance of any obligation, agreement, covenant or condition contained in any Agreement and 

Instrument to which the Bank is a party or by which it may be bound or to which any of the 

properties, assets or operations of the Bank is subject, except for such defaults that would not, 

singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, 

statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (including, 

without limitation, each applicable Regulatory Agency) having jurisdiction over the Bank or any 

of its properties, assets or operations, except for such violations that would not, singly or in the 

aggregate, result in a Material Adverse Effect. 

(v) Noncontravention. The execution, delivery and performance of this Agreement 

and compliance by the Bank with its obligations under this Agreement have been duly authorized 

by the Bank by all requisite action and do not and will not, whether with or without the giving of 

notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment 

Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any 

properties, assets or operations of the Bank pursuant to, the Agreements and Instruments (except 

for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that 

would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action 

result in any violation of the provisions of the charter, by-laws or similar organizational document 

of the Bank or any law, statute, rule, regulation, judgment, order, writ or decree of any 

Governmental Entity. 

(vi) Absence of Further Requirements. No filing with, or authorization, approval, 

consent, license, order, registration, qualification or decree of, any Governmental Entity is 

necessary or required for the performance by the Bank of its obligations under this Agreement. 
15 

NY1 8074754v.6

(vii) Investment Company Act. The Bank is not required to register as an “investment 

company” under the 1940 Act. 

(c) Representations and Warranties by the Selling Shareholder. The Selling Shareholder 

represents and warrants to, and agrees with, the Company and each Underwriter at each Representation 

Date as follows: 

(i) Good and Marketable Title. The Selling Shareholder now has and at the Closing 

Time will have good and marketable title to the Securities to be sold by it, free and clear of any 

liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and 

delivery of the Securities. Upon the delivery of, against payment for, the Securities pursuant to 

this Agreement and assuming an Underwriter does not have notice of any adverse claim (within 

the meaning of the Uniform Commercial Code as in effect in the State of New York), such 

Underwriter will acquire good and marketable title thereto, free and clear of any liens, 

encumbrances, equities and claims. 

(ii) Authorization of Agreement. The Selling Shareholder has full right, power and 

authority to execute and deliver this Agreement and to perform its obligations hereunder, and this 

Agreement has been duly authorized, executed and delivered by or on behalf of the Selling 

Shareholder. 

(iii) Absence of Further Requirements. No consent, approval or waiver is required 

under any instrument or agreement to which the Selling Shareholder is a party or by which the 

Selling Shareholder is bound in connection with the offering, sale or purchase by the 

Underwriters of any of the Securities by the Selling Shareholder under this Agreement or the 

consummation by the Selling Shareholder of any of the other transactions contemplated 

hereunder. 

(d) Officer’s Certificates. Any certificate signed by any officer of the Company or any of its 

subsidiaries (including the Bank) or by any representative of the Selling Shareholder and delivered to 

the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by 

the Company to each Underwriter as to the matters covered thereby. 

SECTION 2. Sale and Delivery to Underwriters; Closing. 

(a) Securities. On the basis of the representations and warranties herein contained and 

subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each 

Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to 

purchase from the Selling Shareholder, at the price per share set forth in Schedule A, the number of 

Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number 

of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of 

Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the 

Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional 

shares. 

(b) Payment. Payment of the purchase price for, and delivery of certificates for, the 

Securities shall be made at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New 

York 10019, or at such other place as shall be agreed upon by the Representatives and the Selling 

Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 

4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed 

in accordance with the provisions of Section 11), or such other time not later than ten business days 
16 

NY1 8074754v.6

after such date as shall be agreed upon by the Representatives and the Selling Shareholder (such time 

and date of payment and delivery being herein called “Closing Time”). 

Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds 

to a bank account designated by the Selling Shareholder against delivery to the Representatives for the 

respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is 

understood that each Underwriter has authorized the Representatives, for their account, to accept delivery 

of, receipt for, and make payment of the purchase price for, the Securities, which it has agreed to 

purchase. Merrill Lynch and Sandler O’Neill, individually and not as Representatives of the 

Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to 

be purchased by any Underwriter whose funds have not been received by the Closing Time but such 

payment shall not relieve such Underwriter from its obligations hereunder. 

SECTION 3. Covenants of the Company. The Company covenants with each Underwriter and 

the Selling Shareholder as follows: 

(a) Compliance with Commission Requests. The Company, subject to Section 3(b), hereof 

will comply with the requirements of Rule 430B, and will notify the Representatives and the Selling 

Shareholder promptly, and confirm the notice in writing, (i) when any post-effective amendment to the 

Registration Statement or any new registration statement relating to the Securities shall become 

effective or any amendment or supplement to the General Disclosure Package or the Prospectus shall 

have been used or filed, as the case may be, including any document incorporated by reference therein, 

in each case only as permitted by Section 3 hereof, (ii) of the receipt of any comments from the 

Commission, (iii) of any request by the Commission for any amendment to the Registration Statement 

or any amendment or supplement to the General Disclosure Package or the Prospectus, including any 

document incorporated by reference therein, or for additional information, (iv) of the issuance by the 

Commission of any stop order suspending the effectiveness of the Registration Statement or any posteffective amendment thereto or of the issuance of any order preventing or suspending the use of any 

preliminary prospectus or the Prospectus or any amendment or supplement thereto, or of the suspension 

of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or 

threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) 

or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the 

subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the 

Securities. The Company will effect all filings required under Rule 424(b), in the manner and within 

the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps 

as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under 

Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly 

file such prospectus. The Company will make every reasonable effort to prevent the issuance of any 

stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof at the 

earliest possible moment. 

(b) Continued Compliance with Securities Laws. The Company will comply with the 1933 

Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the 

completion of the distribution of the Securities as contemplated in this Agreement and in the 

Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a 

prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act 

Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales 

of the Securities any event shall occur or condition shall exist as a result of which it is necessary, in the 

opinion of counsel for the Underwriters, the Company and the Selling Shareholder, to (i) amend the 

Registration Statement in order that the Registration Statement will not include an untrue statement of a 

material fact or omit to state a material fact required to be stated therein or necessary to make the 
17 

NY1 8074754v.6

statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the 

Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not 

include any untrue statement of a material fact or omit to state a material fact necessary in order to 

make the statements therein not misleading in the light of the circumstances existing at the time it is 

delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General 

Disclosure Package or the Prospectus, as the case may be, including, without limitation, any document 

incorporated therein by reference, in order to comply with the requirements of the 1933 Act, the 1933 

Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company will promptly (A) give the 

Representatives and the Selling Shareholder written notice of such event or condition, (B) prepare any 

amendment or supplement as may be necessary to correct such statement or omission or to make the 

Registration Statement, the General Disclosure Package or the Prospectus comply with such 

requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the 

Representatives and the Selling Shareholder with copies of any such amendment or supplement and 

(C) file with the Commission any such amendment or supplement and use its best efforts to have any 

amendment to the Registration Statement declared effective by the Commission as soon as possible if 

the Company is not eligible to file an automatic shelf registration statement at such time, provided that 

the Company shall not file or use any such amendment or supplement to which the Representatives, the 

Selling Shareholder or counsel for the Underwriters or the Selling Shareholder shall object. 

(c) Filing or Use of Amendments or Supplements. The Company has given the 

Representatives and the Selling Shareholder written notice of any filings made pursuant to the 1934 Act 

or 1934 Act Regulations within 48 hours prior to the Applicable Time and will give the Representatives 

and the Selling Shareholder written notice of its intention to file or use any amendment to the 

Registration Statement or any amendment or supplement to the General Disclosure Package or the 

Prospectus, whether pursuant to the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act 

Regulations or otherwise, from the Applicable Time to the later of (i) the time when a prospectus 

relating to the Securities is no longer required by the 1933 Act (without giving effect to Rule 172) to be 

delivered in connection with sales of the Securities and (ii) the Closing Time, and will furnish the 

Representatives and the Selling Shareholder with copies of any such amendment or supplement a 

reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or 

use any such amendment or supplement to which the Representatives, the Selling Shareholder or 

counsel for the Underwriters or the Selling Shareholder shall reasonably object. 

(d) Delivery of Registration Statements. The Company has furnished or will deliver to the 

Representatives and the Selling Shareholder and counsel for the Underwriters and the Selling 

Shareholder, without charge, signed copies of the Registration Statement as originally filed and each 

amendment thereto (including exhibits filed therewith or incorporated by reference therein and 

documents incorporated or deemed to be incorporated by reference therein) and signed copies of all 

consents and certificates of experts, and will also deliver to the Representatives, without charge, a 

conformed copy of the Registration Statement as originally filed and each amendment thereto (without 

exhibits) for each of the Underwriters. The signed copies of the Registration Statement and each 

amendment thereto furnished to the Underwriters will be identical to the electronically transmitted 

copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by 

Regulation S-T. 

(e) Delivery of Prospectuses. The Company has delivered to each Underwriter and the 

Selling Shareholder, without charge, as many copies of each preliminary prospectus as such 

Underwriter reasonably requested, and the Company hereby consents to the use of such copies for 

purposes permitted by the 1933 Act. The Company will furnish to each Underwriter and the Selling 

Shareholder, without charge, during the period when a prospectus relating to the Securities is (or, but 

for the exception afforded by Rule 172, would be) required by the 1933 Act to be delivered in 
18 

NY1 8074754v.6

connection with sales of the Securities, such number of copies of the Prospectus (as amended or 

supplemented) as such Underwriter or the Selling Shareholder, as applicable, may reasonably request. 

The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be 

identical to the electronically transmitted copies thereof filed with the Commission pursuant to 

EDGAR, except to the extent permitted by Regulation S-T. 

(f) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the 

Underwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the 

applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the 

Selling Shareholder may designate and to maintain such qualifications in effect so long as required to 

complete the distribution of the Securities; provided, however, that the Company shall not be obligated 

to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in 

securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of 

doing business in any jurisdiction in which it is not otherwise so subject. 

(g) Earnings Statements. The Company will timely file such reports pursuant to the 1934 

Act as are necessary in order to make generally available to its securityholders as soon as practicable an 

earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, 

the last paragraph of Section 11(a) of the 1933 Act. 

(h) Restriction on Sale of Securities. During a period of 30 days from the date of this 

Agreement, the Company will not, without the prior written consent of the Representatives, (i) directly 

or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any 

option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose 

of any shares of preferred stock or any securities convertible into or exercisable or exchangeable for 

preferred stock or file any registration statement under the 1933 Act with respect to any of the 

foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole 

or in part, directly or indirectly, the economic consequence of ownership of preferred stock, whether 

any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of preferred 

stock or such other securities, in cash or otherwise. 

(i) Reporting Requirements. The Company, during the period when a prospectus relating to 

the Securities is (or, but for the exception afforded by Rule 172, would be) required by the 1933 Act to 

be delivered in connection with sales of the Securities, will file all documents required to be filed with 

the Commission pursuant to the 1934 Act within the time periods required by, and each such document 

will meet the requirements of, the 1934 Act and 1934 Act Regulations. 

(j) Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior 

written consent of the Representatives and the Selling Shareholder, it will not make any offer relating to 

the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute 

a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the 

Commission or retained by the Company under Rule 433; provided that the Representatives and the 

Selling Shareholder will be deemed to have consented to the Issuer Free Writing Prospectuses listed on 

Schedule C hereto and any “road show that is a written communication” within the meaning of 

Rule 433(d)(8)(i) that has been reviewed by the Representatives and the Selling Shareholder. The 

Company represents that it has treated or agrees that it will treat each such free writing prospectus 

consented to, or deemed consented to, by the Representatives and the Selling Shareholder as an Issuer 

Free Writing Prospectus and that it has complied and will comply with the applicable requirements of 

Rule 433 with respect thereto, including timely filing with the Commission where required, legending 

and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there 

occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus 
19 

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conflicted or would conflict with the information contained in the Registration Statement, any 

preliminary prospectus or the Prospectus or included or would include an untrue statement of a material 

fact or omitted or would omit to state a material fact necessary in order to make the statements therein, 

in the light of the circumstances existing at that subsequent time, not misleading, the Company will 

promptly notify the Representatives and the Selling Shareholder in writing and will promptly amend or 

supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such 

conflict, untrue statement or omission. 

(k) DTC. The Company will cooperate with the Underwriters and use its best efforts to 

permit the Securities to be eligible for clearance, settlement and trading through the facilities of The 

Depository Trust Company (“DTC”). 

SECTION 4. Covenants of the Selling Shareholder. The Selling Shareholder covenants and 

agrees with the Underwriters and the Company as follows: 

(a) No Free Writing Prospectuses. It has not made and will not make any offer relating to 

the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute 

a “free writing prospectus,” or portion thereof, required to be filed with the Commission without the 

prior written consent of the Representatives and the Company. 

(b) Restriction on Sale of Remaining Shares. During a period of 30 days from the date of 

this Agreement, the Selling Shareholder will not, without the prior written consent of the 

Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract 

to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or 

otherwise transfer or dispose of any shares of Preferred Stock that do not constitute Securities to be sold 

under this Agreement (the “Remaining Shares”) or exercise any right with respect to the registration of 

any of the Remaining Shares, or cause to be filed any registration statement in connection therewith, 

under the 1933 Act or (ii) enter into any swap or any other agreement or any transaction that transfers, 

in whole or in part, directly or indirectly, the economic consequence of ownership of the Remaining 

Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by 

delivery of Preferred Stock or such other securities, in cash or otherwise; provided, however, that the 

foregoing restrictions shall not apply to any sales of the Remaining Shares by the Selling Shareholder to 

the Company. 

SECTION 5. Payment of Expenses. 

(a) Expenses. The Company will pay or cause to be paid all expenses incident to the 

performance of its obligations under this Agreement, including (i) the preparation, printing and filing of 

the Registration Statement (including financial statements and exhibits) as originally filed and each 

amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each 

preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or 

supplements thereto and any costs associated with electronic delivery of any of the foregoing by the 

Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates for the 

Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties 

payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and 

disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the 

Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including 

filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection 

therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, 

(vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and 

expenses of the Company relating to investor presentations on any “road show” undertaken in 
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connection with the marketing of the Securities, including, without limitation, expenses associated with 

the production of road show slides and graphics, fees and expenses of any consultants engaged in 

connection with the road show presentations, travel and lodging expenses of the representatives and 

officers of the Company and any such consultants, and the cost of aircraft and other transportation 

chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and 

disbursements of counsel to the Underwriters in connection with, the review by FINRA, if required, of 

the terms of the sale of the Securities, (ix) the reasonable fees and expenses of counsel for the Selling 

Shareholder, (x) the fees and expenses of making the Securities eligible for clearance, settlement and 

trading through the facilities of DTC, and (xi) the costs and expenses (including, without limitation, any 

damages or other amounts payable in connection with legal or contractual liability) associated with the 

reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the 

representation contained in the second sentence of Section 1(a)(ii). 

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in 

accordance with the provisions of Section 6, Section 10(a)(i) or (iii) or Section 11 hereof, the Company 

shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees 

and disbursements of counsel for the Underwriters. 

(c) Other Agreement. The provisions of this Section 5 shall not supersede or otherwise 

affect any agreement that the Company and the Selling Shareholder may otherwise have entered into 

for the allocation of such expenses between them. 

SECTION 6. Conditions of Underwriters’ Obligations. The obligations of the several 

Underwriters hereunder are subject to the accuracy of the representations and warranties contained herein 

or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) or any 

representative of the Selling Shareholder delivered pursuant to the provisions hereof, to the performance 

by the Company of its covenants and other obligations hereunder, and to the following further conditions: 

(a) Effectiveness of Registration Statement, etc. Each of the Registration Statement and any 

post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. 

Each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus have been filed as 

required by Rule 424(b) (without reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the 

time period prescribed by, and in compliance with, the 1933 Act Regulations. No stop order 

suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has 

been issued under the 1933 Act, no order preventing or suspending the use of any preliminary 

prospectus or the Prospectus or any amendment or supplement thereto has been issued and no 

proceedings for any of those purposes have been instituted or are pending or, to the Company’s 

knowledge, contemplated. The Company has complied with each request (if any) from the Commission 

for additional information. 

(b) Opinion of Counsel for Company. At the Closing Time, the Representatives and the 

Selling Shareholder shall have received the favorable opinion, dated the Closing Time, of Krieg 

DeVault LLP, counsel for the Company, in form and substance satisfactory to the Representatives and 

the Selling Shareholder, together with signed or reproduced copies of such letter for each of the other 

Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the 

Representatives and the Selling Shareholder may reasonably request. 

(c) Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall 

have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the 

Underwriters, together with signed or reproduced copies of such letter for each of the other 

Underwriters, with respect to such matters as the Representatives may require. In giving such opinion, 
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such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the 

State of New York and the federal securities laws of the United States, upon the opinions of counsel 

satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves 

factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other 

representatives of the Company and its subsidiaries and certificates of public officials. 

(d) Officers’ Certificate. At the Closing Time, there shall not have been, since the date 

hereof or since December 31, 2011, any Material Adverse Change, and the Representatives and the 

Selling Shareholder shall have received a certificate of the Chief Executive Officer or the President and 

of the chief financial or chief accounting officer of each of the Company and the Bank, dated the 

Closing Time, to the effect that (i) there has been no Material Adverse Change, (ii) the representations 

and warranties of the Company or the Bank, as the case may be, in this Agreement are true and correct 

with the same force and effect as though expressly made at and as of the Closing Time, (iii) the 

Company has complied with all agreements and satisfied all conditions on its part to be performed or 

satisfied at or prior to the Closing Time, and (iv) the conditions specified in Section 6(a) hereof have 

been satisfied. 

(e) Accountant’s Comfort Letters. At the time of the execution of this Agreement, the 

Representatives and the Selling Shareholder shall have received from Crowe Horwath LLP a letter or 

letters, dated such date, in form and substance satisfactory to the Representatives and the Selling 

Shareholder, together with signed or reproduced copies of such letter or letters for each of the other 

Underwriters, containing statements and information of the type ordinarily included in accountants’ 

“comfort letters” to underwriters or selling shareholders, as applicable, with respect to the financial 

statements and financial information contained in the Registration Statement, the General Disclosure 

Package and the Prospectus. 

(f) Bring-down Comfort Letters. At the Closing Time, the Representatives and the Selling 

Shareholder shall have received from Crowe Horwath LLP a letter or letters, dated as of the Closing 

Time, to the effect that they reaffirm the statements made in the letter or letters furnished pursuant to 

Section 6(e) hereof, except that the specified date referred to shall be a date not more than three 

business days prior to the Closing Time. 

(g) No Objection. If a filing with FINRA is required, FINRA has confirmed that it has not 

raised any objection with respect to the fairness and reasonableness of the underwriting terms and 

arrangements relating to the offering of the Securities. 

(h) Maintenance of Rating. Since the execution of this Agreement, there shall not have been 

any decrease in or withdrawal of the rating of any securities of the Company or any of its subsidiaries 

(including the Bank) by any “nationally recognized statistical rating organization” (as defined for 

purposes of Section 3(a)(62) of the 1934 Act) or any notice given of any intended or potential decrease 

in or withdrawal of any such rating or of a possible change in any such rating that does not indicate the 

direction of the possible change. 

(i) Clearance, Settlement and Trading. Prior to the Closing Time, the Company, Registrar 

and Transfer Company (or another transfer agent acceptable to the Underwriters) and DTC shall have 

executed and delivered the Letter of Representations, dated the Closing Time, and the Securities shall 

be eligible for clearance, settlement and trading through the facilities of DTC. 

(j) Additional Documents. At the Closing Time, counsel for the Underwriters shall have 

been furnished with such documents and opinions as they may require for the purpose of enabling them 

to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the 
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accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein 

contained; and all proceedings taken by the Company and the Bank in connection with this Agreement 

shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. 

(k) Termination of Agreement. If any condition specified in this Section shall not have been 

fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives 

by notice to the Company at any time at or prior to Closing Time, and such termination shall be without 

liability of any party to any other party except as provided in Section 5 and except that Sections 1, 7, 8, 

9, 15, 16 and 17 shall survive any such termination and remain in full force and effect. 

SECTION 7. Indemnification. 

(a) Indemnification of Underwriters. The Company and the Bank, jointly and severally, 

agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in 

Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, partners, officers and 

directors, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 

1933 Act or Section 20 of the 1934 Act and the Selling Shareholder as follows: 

(i) against any and all loss, liability, claim, damage and expense whatsoever, as 

incurred, arising out of any untrue statement or alleged untrue statement of a material fact 

contained in the Registration Statement (or any amendment thereto), including any information 

deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom 

of a material fact required to be stated therein or necessary to make the statements therein not 

misleading or arising out of any untrue statement or alleged untrue statement of a material fact 

included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General 

Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any 

materials or information provided to investors by, or with the approval of, the Company in 

connection with the marketing of the offering of the Securities (“Marketing Materials”), including 

any roadshow or investor presentations made to investors by the Company (whether in person or 

electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer 

Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or 

supplement thereto) or in any Marketing Materials of a material fact necessary in order to make 

the statements therein, in the light of the circumstances under which they were made, not 

misleading; 

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as 

incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any 

investigation or proceeding by any Governmental Entity, commenced or threatened, or of any 

claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue 

statement or omission; provided that (subject to Section 7(d) hereof) any such settlement is 

effected with the written consent of the Company; and 

(iii) against any and all expense whatsoever, as incurred (including the fees and 

disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, 

preparing or defending against any litigation, or any investigation or proceeding by any 

Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such 

untrue statement or omission, or any such alleged untrue statement or omission, to the extent that 

any such expense is not paid under (i) or (ii) above; 

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or 

expense to the extent arising out of any untrue statement or omission or alleged untrue statement or 
23 

NY1 8074754v.6

omission made in the Registration Statement (or any amendment thereto), including any information 

deemed to be a part thereof pursuant to Rule 430B, or in any Issuer Free Writing Prospectus, the General 

Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in 

conformity with the Underwriter Information or the Selling Shareholder Information. 

(b) Indemnification of Company, Directors and Officers. Each Underwriter severally agrees 

to indemnify and hold harmless the Company, its directors, each of its officers who signed the 

Registration Statement, and each person, if any, who controls the Company within the meaning of 

Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, 

damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only 

with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the 

Registration Statement (or any amendment thereto), including any information deemed to be a part 

thereof pursuant to Rule 430B, or in any Issuer Free Writing Prospectus, the General Disclosure 

Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in 

conformity with the Underwriter Information.

(c) Actions against Parties; Notification. Each indemnified party shall give notice as 

promptly as reasonably practicable to each indemnifying party of any action commenced against it in 

respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party 

shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially 

prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have 

otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to 

Section 7(a) hereof, counsel to the indemnified parties shall be selected by the Representatives, and, in 

the case of parties indemnified pursuant to Section 7(b) hereof, counsel to the indemnified parties shall 

be selected by the Company. An indemnifying party may participate at its own expense in the defense 

of any such action; provided, however, that counsel to the indemnifying party shall not (except with the 

prior written consent of the indemnified party) also be counsel to the indemnified party. In no event 

shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to 

any local counsel) separate from their own counsel for all indemnified parties in connection with any 

one action or separate but similar or related actions in the same jurisdiction arising out of the same 

general allegations or circumstances. No indemnifying party shall, without the prior written consent of 

the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to 

any litigation, or any investigation or proceeding by any Governmental Entity, commenced or 

threatened, or any claim whatsoever in respect of which indemnification or contribution could be 

sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or 

potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional 

release of each indemnified party from all liability arising out of such litigation, investigation, 

proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a 

failure to act by or on behalf of any indemnified party. 

(d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party 

shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of 

counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature 

contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered 

into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such 

indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to 

such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such 

indemnified party in accordance with such request prior to the date of such settlement. 

(e) Exclusion. Notwithstanding the foregoing, the indemnification provided for in this 

Section 7 and the contribution provided for in Section 8 shall not apply to the Bank to the extent that 
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NY1 8074754v.6

such indemnification or contribution, as the case may be, by the Bank is found by any Regulatory 

Agency, or in a final judgment by a court of competent jurisdiction, to constitute a covered transaction 

under Section 23A of the Federal Reserve Act. 

SECTION 8. Contribution. If the indemnification provided for in Section 7 hereof is for any 

reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, 

liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute 

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such 

indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits 

received by the Company, the Bank and the Selling Shareholder, on the one hand, and the Underwriters, 

on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation 

provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect 

not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the 

Bank and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, in 

connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or 

expenses, as well as any other relevant equitable considerations. 

The relative benefits received by the Company, the Bank and the Selling Shareholder, on the one 

hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant 

to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from 

the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the 

Company, the Bank and the Selling Shareholder, on the one hand, and the total underwriting discount 

received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, 

bear to the aggregate initial public offering price of the Securities as set forth on the cover of the 

Prospectus. 

The relative fault of the Company, the Bank and the Selling Shareholder, on the one hand, and the 

Underwriters, on the other hand, shall be determined by reference to, among other things, whether any 

such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a 

material fact relates to information supplied by the Company, the Bank or the Selling Shareholder or by 

the Underwriters, as the case may be, and the parties’ relative intent, knowledge, access to information 

and opportunity to correct or prevent such statement or omission. 

The parties hereto agree that it would not be just and equitable if contribution pursuant to this 

Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for 

such purpose) or by any other method of allocation which does not take account of the equitable 

considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, 

damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be 

deemed to include any legal or other expenses reasonably incurred by such indemnified party in 

investigating, preparing or defending against any litigation, or any investigation or proceeding by any 

Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue or 

alleged untrue statement or omission or alleged omission. 

Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute 

any amount in excess of the underwriting discount received by such Underwriter in connection with the 

Securities underwritten by it and distributed to the public.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent 

misrepresentation. 
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For purposes of this Section 8, each person, if any, who controls an Underwriter within the 

meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates, 

selling agents, partners, officers and directors shall have the same rights to contribution as such 

Underwriter, and each director of the Company, each officer of the Company who signed the Registration 

Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 

1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The 

Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to 

the number of Securities set forth opposite their respective names in Schedule A hereto and not joint. 

SECTION 9. Representations, Warranties and Agreements to Survive. All representations, 

warranties and agreements contained in this Agreement, or in certificates of officers of the Company or 

any of its subsidiaries (including the Bank) submitted pursuant hereto, shall remain operative and in full 

force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its 

Affiliates, partners, officers, directors and or selling agents, any person controlling any Underwriter or the 

Company’s officers or directors or any person controlling the Company or the Selling Shareholder or any 

representative of the Selling Shareholder and (ii) delivery of and payment for the Securities. 

SECTION 10. Termination of Agreement. 

(a) Termination. The Representatives may terminate this Agreement, by notice to the 

Company and the Selling Shareholder, at any time at or prior to the Closing Time, (i) if there has been, 

in the judgment of the Representatives, since the time of execution of this Agreement or since 

December 31, 2011, any Material Adverse Change, or (ii) if there has occurred any material adverse 

change in the financial markets in the United States or the international financial markets, any outbreak 

of hostilities or escalation thereof or other calamity or crisis or any change or development involving a 

prospective change in national or international political, financial or economic conditions, in each case 

the effect of which is such as to make it, in the judgment of the Representatives, impracticable or 

inadvisable to proceed with the completion of the offering of the Securities or to enforce contracts for 

the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or 

materially limited by the Commission or the Nasdaq Global Select Market, or (iv) if trading generally 

on the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially 

limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices 

have been required, by any of said exchanges or by order of the Commission, FINRA or any other 

Governmental Entity, or (v) if a material disruption has occurred in commercial banking or securities 

settlement or clearance services in the United States or with respect to Clearstream or Euroclear 

systems in Europe, or (vi) if a banking moratorium has been declared by either Federal, New York or 

Indiana authorities. 

(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination 

shall be without liability of any party to any other party except as provided in Section 5 hereof, and 

provided further that Sections 1, 7, 8, 9, 15, 16 and 17 shall survive such termination and remain in full 

force and effect. 

SECTION 11. Default by One or More of the Underwriters. If one or more of the Underwriters 

shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under 

this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 36 hours 

thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other 

underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be 

agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have 

completed such arrangements within such 36-hour period, then: 
26 

NY1 8074754v.6

(i) if the number of Defaulted Securities does not exceed 10% of the number of 

Securities to be purchased on such date, each of the non-defaulting Underwriters shall be 

obligated, severally and not jointly, to purchase the full amount thereof in the proportions that 

their respective underwriting obligations hereunder bear to the underwriting obligations of all 

non-defaulting Underwriters, or 

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to 

be purchased on such date, this Agreement shall terminate without liability on the part of any 

non-defaulting Underwriter. 

No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability 

in respect of its default. 

In the event of any such default which does not result in a termination of this Agreement, either 

the Representatives or the Selling Shareholder shall have the right to postpone Closing Time for a period 

not exceeding seven days in order to effect any required changes in the Registration Statement, the 

General Disclosure Package or the Prospectus or in any other documents or arrangements. As used 

herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. 

SECTION 12. Notices. All notices and other communications hereunder shall be in writing and 

shall be deemed to have been duly given if mailed or transmitted by any standard form of 

telecommunication. Notices to the Underwriters shall be directed to the Representatives care of Merrill 

Lynch at One Bryant Park, New York, New York 10036, attention of Syndicate Department, with a copy 

to ECM Legal, and Sandler O’Neill at 1251 Avenue of the Americas, 6th Floor, New York, New York 

10020, attention of General Counsel; notices to the Company and the Bank shall be directed to it at 

MainSource Financial Group, Inc., 2105 North State Road 3 Bypass, Greensburg, Indiana 47240, 

attention of Archie M. Brown, Jr., with a copy (which shall not constitute notice) to Krieg DeVault LLP, 

at One Indiana Square, Suite 2800, Indianapolis, Indiana 46204, attention Karen B. Woods, Esq.; and 

notices to the Selling Shareholder shall be directed to it at 1500 Pennsylvania Avenue, N.W., 

Washington, D.C. 20220, Attention: Chief Counsel, Office of Financial Stability, facsimile number 

(202) 927-9225. 

SECTION 13. No Advisory or Fiduciary Relationship. Each of the Company and the Bank 

acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, 

including the determination of the initial public offering price of the Securities and any related discounts 

and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the 

one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the 

Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal 

and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective 

stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume 

an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the 

Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether 

such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including 

the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including 

the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this 

Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of 

transactions that involve interests that differ from those of the Company and the Bank, and (e) the 

Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to 

the offering of the Securities and each of the Company and the Bank has consulted its own respective 

legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. 
27 

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SECTION 14. Parties. This Agreement shall inure to the benefit of and be binding upon the 

Underwriters, the Company, the Bank and the Selling Shareholder and their respective successors. 

Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, 

firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder and 

their respective successors and the controlling persons, Affiliates, selling agents, officers and directors 

referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, 

remedy or claim under or in respect of this Agreement or any provision herein contained. This 

Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit 

of the Underwriters, the Company, the Bank and the Selling Shareholder and their respective successors, 

and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal 

representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities 

from any Underwriter shall be deemed to be a successor by reason merely of such purchase. 

SECTION 15. Trial by Jury. Each of the parties hereto other than the Selling Shareholder (on 

its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) 

hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by 

jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated 

hereby. 

SECTION 16. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, 

CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL 

BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE 

OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS (OTHER THAN 

SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK), PROVIDED THAT 

ALL RIGHTS AND OBLIGATIONS OF THE SELLING SHAREHOLDER UNDER THIS 

AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 

FEDERAL LAWS OF THE UNITED STATES OF AMERICA. 

SECTION 17. Consent to Jurisdiction. Each of the parties hereto other than the Selling 

Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement 

or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal 

courts of the United States of America located in the City and County of New York, Borough of 

Manhattan or (ii) the courts of the State of New York located in the City and County of New York, 

Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits to the exclusive 

jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified 

Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in 

any such suit, action or proceeding. Service of any process, summons, notice or document by mail to 

such party’s address set forth above shall be effective service of process for any suit, action or proceeding 

brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any 

objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably 

and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, 

action or proceeding brought in any Specified Court has been brought in an inconvenient forum. 

SECTION 18. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. 

EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW 

YORK CITY TIME. 

SECTION 19. Counterparts. This Agreement may be executed in any number of counterparts, 

each of which shall be deemed to be an original, but all such counterparts shall together constitute one 

and the same Agreement. 
28 

NY1 8074754v.6

SECTION 20. Effect of Headings. The Section headings herein are for convenience only and 

shall not affect the construction hereof. 




Sch A 

NY1 8074754v.6

SCHEDULE A 

The purchase price per share for the Securities to be paid by the several Underwriters shall be $917.1433, 

being an amount equal to the initial public offering price set forth in Schedule B less $13.9667 per share. 

Name of Underwriter

Number of 

Securities

 

Merrill Lynch, Pierce, Fenner & Smith 

Incorporated ............................................................................ 26,363 

Sandler O’Neill & Partners, L.P. ................................................................. 26,362 

Drexel Hamilton, LLC ................................................................................. 1,425 

SL Hare Capital, Inc. ................................................................................... 1,425 

TBC Securities, LLC .................................................................................... 1,425 

 

Total ................................................................................................ 57,000 
Sch B 

NY1 8074754v.6

SCHEDULE B 

The initial public offering price per share for the Securities shall be $931.11. 

The settlement date / closing time shall be April 3, 2012. 
Sch C 

NY1 8074754v.6

SCHEDULE C 

Issuer Free Writing Prospectuses

None. 
Exh. A-1 

NY1 8074754v.6

FORM OF OPINION OF COMPANY’S COUNSEL 

TO BE DELIVERED PURSUANT TO SECTION 5(b) 

(i) The Company has been duly incorporated and is validly existing as a corporation under 

the laws of the State of Indiana. 

(ii) The Company has corporate power and authority to own, lease and operate its properties, 

to conduct its business as described in the Registration Statement, the General Disclosure Package and the 

Prospectus and to enter into and perform its obligations under, and to consummate the transactions 

contemplated under, the Operative Documents, including the purchase by the Company of Securities in 

the offering. 

(iii) The Company is duly registered as a financial holding company under the Gramm-LeachBliley Act. 

(iv) Each Significant Subsidiary has been duly organized and is validly existing and in good 

standing under the laws of the jurisdiction of its organization, has the requisite power and authority to 

own, lease and operate its properties, to conduct its business as described in the Registration Statement, 

the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and 

perform its obligations under, this Agreement. Except as otherwise described in the Registration 

Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of 

capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and 

validly issued, are fully paid and non-assessable and are owned by the Company, directly or through 

subsidiaries, to the best of such counsel’s knowledge free and clear of any security interest, mortgage, 

pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other 

equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights 

of any securityholder of such Significant Subsidiary or any other entity. 

(v) To the best of such counsel’s knowledge, except as described in the Registration 

Statement, the General Disclosure Package and the Prospectus, (A) neither the Company nor any of its 

subsidiaries is subject or party to, or has received any notice or advice that any of them may become 

subject or party to any investigation with respect to, any Regulatory Agreement, (B) neither the Company 

nor any of its subsidiaries has been advised by any Regulatory Agency that it is considering issuing or 

requesting any Regulatory Agreement, (C) there is no unresolved violation, criticism or exception by any 

Regulatory Agency with respect to any report or statement relating to any examinations of the Company 

or any of its subsidiaries and (D) the Company and its subsidiaries are in compliance in all material 

respects with all laws administered by the Regulatory Agencies. 

(vi) Each of the Company and the Significant Subsidiaries (A) is duly qualified to transact 

business and is in good standing in each jurisdiction in which such qualification is required, whether by 

reason of the ownership or leasing of property or the conduct of business and (B) holds all Governmental 

Licenses issued by Governmental Entities necessary to conduct the business now operated by them, 

except where the failure so to qualify or to be in good standing or to hold any such Governmental 

Licenses would not, singly or in the aggregate, result in a Material Adverse Effect. 

(vii) The authorized, issued and outstanding shares of Preferred Stock are as set forth in the 

Registration Statement, the General Disclosure Package and the Prospectus. The outstanding shares of 

capital stock of the Company, including the Securities, have been duly authorized and validly issued and 

are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company, 

including the Securities, were issued in violation of the preemptive or other similar rights of any 

securityholder of the Company or any other entity. 
Exh. A-2 

NY1 8074754v.6

(viii) The Underwriting Agreement has been duly authorized, executed and delivered by each 

of the Company and the Bank. 

(ix) The Articles of Amendment for the Securities has been duly filed with the Secretary of 

State of the State of Indiana. The form of certificate representing the Securities complies in all material 

respects with the requirements of Indiana state law, the Charter and the By-Laws. 

(x) Each of the Registration Statement and any post-effective amendment thereto has been 

declared effective by the Commission under the 1933 Act. Each preliminary prospectus, each Issuer Free 

Writing Prospectus and the Prospectus have been filed as required by Rule 424(b) (without reliance on 

Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance 

with, the 1933 Act Regulations. To the best of such counsel’s knowledge, no stop order suspending the 

effectiveness of the Registration Statement or any post-effective amendment thereto has been issued 

under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the 

Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those 

purposes have been instituted or are pending or contemplated. 

(xi) The Registration Statement, the General Disclosure Package and the Prospectus and each 

amendment or supplement to the Registration Statement, the General Disclosure Package and the 

Prospectus, as of their respective effective or deemed effective or issue dates (other than (1) the financial 

statements (including notes thereto) and supporting schedules included therein or omitted therefrom and 

(2) the documents incorporated or deemed incorporated therein by reference, as to which such counsel 

need express no opinion), complied as to form in all material respects with the requirements of the 1933 

Act and the 1933 Act Regulations. 

(xii) The documents incorporated or deemed incorporated by reference in the Registration 

Statement, the General Disclosure Package and the Prospectus, when they were filed with the 

Commission, complied as to form in all material respects with the requirements of the 1934 Act and 1934 

Act Regulations. 

(xiii) To the best of such counsel’s knowledge, except as described in the Registration 

Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, 

inquiry or investigation before or brought by any Governmental Entity now pending or threatened against 

or affecting the Company or any of its subsidiaries which could, singly or in the aggregate, result in a 

Material Adverse Effect, or which might materially and adversely affect their respective properties, assets 

or operations or the consummation of the transactions contemplated in the Underwriting Agreement or the 

performance by the Company of its obligations under the Operative Documents. The aggregate of all 

pending legal or governmental proceedings known to such counsel to which the Company or any of its 

subsidiaries are a party or of which any of their respective properties, assets or operations are the subject 

which are not described in the Registration Statement, the General Disclosure Package and the 

Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the 

aggregate, result in a Material Adverse Effect. In this regard, we hereby advise you that we have made no 

independent search of the records or dockets of any court or any Governmental Entity. 

(xiv) The information in the Registration Statement, the General Disclosure Package and the 

Prospectus under “Description of Capital Stock,” “Description of Preferred Stock” and “Certain Material 

United States Federal Income Tax Considerations,” or comparable captions, the information in the 

Company’s most recent Annual Report on Form 10-K under “Item 2—Property” and “Item 3—

Litigation,” the information in the Company’s most recent definitive proxy statement on Schedule 14A 

under “Board of Directors and Corporate Governance” and “Executive Compensation,” and the 

information in the Registration Statement under “Item 15—Indemnification of Directors and Officers,” to 
Exh. A-3 

NY1 8074754v.6

the extent that such information constitutes matters of law, summaries of legal matters, the Charter, ByLaws or legal proceedings, or legal conclusions, has been reviewed by such counsel and is correct in all 

material respects. 

(xv) No filing with, or authorization, approval, consent, license, order, registration, 

qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank 

to enter into, or perform their respective obligations under, the Operative Documents or the 

consummation of the transactions contemplated in the Underwriting Agreement, except or such as have 

been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the securities 

laws of any state or non-U.S. jurisdiction or the rules of FINRA. 

(xvi) To the best of such counsel’s knowledge, the execution, delivery and performance of the 

Operative Documents and the consummation of the transactions contemplated in the Underwriting 

Agreement and in the Registration Statement, including the purchase by the Company of Securities in the 

offering, the General Disclosure Package and the Prospectus and compliance by the Company and the 

Bank with their respective obligations under the Operative Documents do not and will not, whether with 

or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default 

or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance 

upon any properties, assets or operations of the Company or any of its subsidiaries pursuant to, the 

Agreements and Instruments, except for such conflicts, breaches, defaults or Repayment Events or liens, 

charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect, 

nor will such action result in any violation of the provisions of the Charter, By-Laws or similar 

organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, 

regulation, judgment, order, writ or decree, known to such counsel, of any Governmental Entity. 

(xvii) To the best of such counsel’s knowledge, there are no persons with registration rights or 

other similar rights to have any securities registered for sale pursuant to the Registration Statement or 

otherwise registered for sale or sold by the Company under the 1933 Act pursuant to the Underwriting 

Agreement. 

(xviii) Neither the Company nor the Bank is required, or upon consummation of the transactions 

contemplated in the Underwriting Agreement will be required, to register as an “investment company” 

under the 1940 Act. 

We have participated in conferences with officers and other representatives of the Company, the 

Company’s independent public accountants and representatives of and counsel to the Underwriters and 

the Selling Shareholder, during the course of which the contents of the Registration Statement, any Issuer 

Free Writing Prospectus, the General Disclosure Package, the Prospectus and related matters were 

discussed. Although we are not passing upon, and do not assume responsibility for, the accuracy, 

completeness or fairness of the statements included or incorporated by reference in the Registration 

Statement, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus and 

have not made any independent check or verification thereof, in the course of our review and such 

discussions, no facts have come to our attention that have caused us to believe that (other than, in each 

case, the financial statements, financial data, statistical data and supporting schedules included or 

incorporated by reference therein or excluded therefrom, as to which we express no belief): (1) the 

Registration Statement or any amendment thereto, including any information deemed to be a part thereof 

pursuant to Rule 430B, at the time such Registration Statement or any such amendment became effective 

or as of the “new effective date,” contained an untrue statement of a material fact or omitted to state a 

material fact required to be stated therein or necessary to make the statements therein not misleading, 

(2) the General Disclosure Package, at the Applicable Time, included an untrue statement of a material 

fact or omitted to state a material fact necessary in order to make the statements therein, in the light of 
Exh. A-4 

NY1 8074754v.6

circumstances under which they were made, not misleading or (3) the Prospectus or any amendment or 

supplement thereto, at the time the Prospectus was issued, at the time any such amended or supplemented 

prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact 

or omitted or omits to state a material fact necessary in order to make the statements therein, in the light 

of the circumstances under which they were made, not misleading; it being understood that such counsel 

makes no statement as to any financial statements (including notes thereto), supporting schedules and 

other financial data included in the Registration Statement, the General Disclosure Package and the 

Prospectus or omitted therefrom. 

In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal 

conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, the 

Bank and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is 

otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, 

without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).