NY1 8171115v.7

Execution Version

LNB BANCORP, INC.

(an Ohio corporation)

25,223 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B

UNDERWRITING AGREEMENT

June 13, 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:

LNB Bancorp, Inc., an Ohio corporation (the “Company”), The Lorain National 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 B, without par value, of the Company (the “Preferred 

Stock”) set forth in Schedule A hereto. The aforesaid 25,223 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-1 (File No. 333-180906) covering the resale of certain 

securities of the Company from time to time, including the Securities to be sold by the Selling 
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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”). Promptly after 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 430A of the 1933 Act Regulations (“Rule 430A”) 

and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). The information included in such 

prospectus that was omitted from such registration statement at the time it became effective but that is 

deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) 

is referred to herein as the “Rule 430A Information.” Such registration 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 by reference therein at such 

time pursuant to Item 12 of Form S-1 under the 1933 Act and the Rule 430A Information, 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, including the exhibits and schedules 

thereto as of such time, the documents incorporated by reference therein at such time pursuant to Item 12 

of Form S-1 under the 1933 Act and the Rule 430A Information. Each preliminary prospectus 

supplement and the base prospectus used in connection with the offering of the Securities, including the 

documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the 1933 Act 

immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a 

“preliminary prospectus.” 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 by reference therein pursuant to Item 12 of Form S-1 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 9:10 P.M., New York City time, on June 13, 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).
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“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.

“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,” “described,” “disclosed” 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 by reference in the 

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

This Agreement, the Company’s Second Amended and Restated Articles of Incorporation, as 

amended by the Certificate of Amendment to the Amended Articles of Incorporation with respect to the 

Securities (collectively, the “Charter”), and the Company’s Code of Regulations (the “Regulations”) 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

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

of its effectiveness, 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 Company meets the requirements for incorporation by reference into the 

Registration Statement specified in General Instruction VII of Form S-1. 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.

The documents incorporated by reference in the Registration Statement, the General 

Disclosure Package and the Prospectus, at the time they were filed with the Commission, 

complied and will comply in all material respects with the requirements of the Securities 

Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated 

thereunder (the “1934 Act Regulations”).
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(ii) Accurate Disclosure

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 (i) the information under the caption “Auction Process” (except for 

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

auction) and (ii) the information in the first, second and third paragraphs under the caption 

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

preliminary prospectus supplement 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”).

. 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 by reference in the Registration Statement, 

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

became effective, 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.

(iii) Issuer Free Writing Prospectuses

(iv)

. 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. 

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

(vi)

. 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.

Financial Statements; Non-GAAP Financial Measures

(vii)

. The financial 

statements of the Company included or incorporated by reference 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 or incorporated by reference 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 or 

incorporated by reference 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 or incorporated by reference 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 or incorporated by reference 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 or incorporated 

by reference 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. Any interactive data in eXtensible 

Business Reporting Language included in the Registration Statement, the General Disclosure 

Package and the Prospectus fairly presents the required information and has been prepared in 

accordance with the Commission’s rules and guidelines applicable thereto.

No Material Adverse Change. Except as described in the Registration 

Statement, the General Disclosure Package and the Prospectus, since the respective dates as of 

which information is given in the Registration Statement, the General Disclosure Package or the 

Prospectus, (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 
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(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

(ix)

. The Company has been duly organized and is 

validly existing as a corporation in good standing under the laws of the state of Ohio 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 bank holding company under the Bank Holding Company Act of 1956, as 

amended. The Company has furnished to the Representatives complete and correct copies of the 

Charter and Regulations and all amendments thereto, and no change thereto is contemplated or 

has been authorized or approved by the Company or its stockholders.

Good Standing of Subsidiaries

(x)

. 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 the 

subsidiaries listed on Exhibit 21 to the Registration Statement. 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.

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

General Disclosure Package and the Prospectus or (ii) as disclosed to the Underwriters and which 

would not, singly or in the aggregate, result in a Material Adverse Effect that is not otherwise 
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disclosed 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 manner 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. Except as disclosed to the Underwriters and 

which would not, singly or in the aggregate, result in a Material Adverse Effect that is not 

otherwise disclosed in the Registration Statement, the General Disclosure Package and the 

Prospectus, 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

(xii)

. The authorized, issued and outstanding shares of capital stock 

of the Company are as set forth in the last balance sheet included in the Registration Statement, 

the preliminary prospectus supplement 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. The Company has no present intention to redeem the Securities 

within the 12 months following the date of this Agreement.

Authorization of Agreement

(xiii)

. This Agreement has been duly authorized, 

executed and delivered by each of the Company and the Bank.

Filing of Certificate of Amendment to the Amended Articles of Incorporation; 

Form of Certificate. The Certificate of Amendment to the Amended Articles of Incorporation for 

the Securities has been duly filed with the Secretary of State of the State of Ohio. The form of 

certificate representing the Securities complies with the requirements of Ohio state law, the 

Charter and the By-Laws.
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(xiv) Registration Rights

(xv)

. 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.

Absence of Violations, Defaults and Conflicts

(xvi)

. 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, 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.

Absence of Labor Dispute

(xvii)

. 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.

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 
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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

(xix)

. 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.

Absence of Further Requirements

(xx)

. 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”). 

Possession of Licenses and Permits

(xxi)

. 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.

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 

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.
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(xxii) Possession of Intellectual Property

(xxiii)

. 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.

Environmental Laws

(xxiv)

. 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.

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 

differences; and (E) any interactive data in eXtensible Business Reporting Language included in 

the Registration Statement, the General Disclosure Package and the Prospectus fairly presents 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 
11

NY1 8171115v.7

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

(xxvi)

. 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 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 Market and has not received any 

communication that the Commission or the Nasdaq Global Market has terminated, intends to 

terminate, or is contemplating terminating, such registration or listing, respectively.

Payment of Taxes

(xxvii)

. 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, 2008 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. 

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. 
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NY1 8171115v.7

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

(xxix)

. 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”).

Absence of Manipulation

(xxx)

. 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.

Foreign Corrupt Practices Act

(xxxi)

. 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.

Money Laundering Laws

(xxxii)

. 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.

OFAC

(xxxiii)

. 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 (A) an individual or entity (“Person”) currently the 

subject or target of any sanctions administered or enforced by the United States Government, 

including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets 

Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her 

Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”) or 

(B) located, organized or resident in a country or territory that is the subject of Sanctions.

Relationship with Underwriters. Except as disclosed in the Registration 

Statement, the General Disclosure Package and the Prospectus, the Company does not have 
13

NY1 8171115v.7

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

Underwriter.

(xxxiv) Statistical and Market-Related Data

(xxxv)

. 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.

Prohibition on Dividends

(xxxvi)

. 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.

Not a U.S. Real Property Holding Corporation

(xxxvii)

. 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.

Fair Saleable Value of Assets

(xxxviii)

. 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.

Affiliated Transactions or Relationships

(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:

. 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 any document incorporated by reference therein, that is not so 

described therein.

(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 

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 
14

NY1 8171115v.7

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

(iii)

. Except (i) as described in the Registration Statement, the 

General Disclosure Package and the Prospectus or (ii) as disclosed to the Underwriters and which 

would not, singly or in the aggregate, result in a Material Adverse Effect that is not otherwise 

disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, 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. Except as disclosed to the Underwriters and which would not, singly or 

in the aggregate, result in a Material Adverse Effect that is not otherwise disclosed in the 

Registration Statement, the General Disclosure Package and the Prospectus, 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.

Authorization of Agreement

(iv)

. This Agreement has been duly authorized, 

executed and delivered by the Bank.

Absence of Violations, Defaults and Conflicts

(v)

. 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.

Noncontravention

(vi)

. 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.

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 8171115v.7

(vii) Investment Company 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:

. The Bank is not required to register as an “investment 

company” under the 1940 Act.

(i) Good and Marketable Title

(ii)

. 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.

Authorization of Agreement

(iii)

. 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.

Absence of Further Requirements

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

subsidiaries (including the Bank) and delivered to the Representatives or to counsel for the 

Underwriters shall be deemed a representation and warranty by the Company and, if applicable, the 

Bank to each Underwriter as to the matters covered thereby.

. 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.

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 8171115v.7

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

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

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

Shareholder immediately, 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, 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 post-effective 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.

. The Company covenants with each Underwriter and 

the Selling Shareholder as follows:

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

Act and the 1933 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 or 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 statements therein not misleading, (ii) amend or supplement the 

General Disclosure Package or the Prospectus in order that the General Disclosure Package or the 
17

NY1 8171115v.7

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 Statement. 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 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 

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. 
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NY1 8171115v.7

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 

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 
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NY1 8171115v.7

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

(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.

. The Selling Shareholder covenants and 

agrees with the Underwriters and the Company as follows:

(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 

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 

.
20

NY1 8171115v.7

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 in an amount not to exceed $25,000, (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 or Section 10(a)(i) or (iii) 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

(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 (to the extent not included in the Registration Statement or any posteffective amendment thereto at the time of the related effectiveness), each Issuer Free Writing 

Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the 

Commission pursuant to Rule 424 (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) 

and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act 

Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement 

that includes the Rule 430A Information has been filed with, and declared effective by, the Commission 

in accordance with the requirements of Rule 430A. 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.

. 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:

(b) Opinion of Counsel for Company. At the Closing Time, the Representatives and the 

Selling Shareholder shall have received the favorable opinions, dated the Closing Time, of Calfee, 

Halter & Griswold LLP, securities counsel for the Company, and Wickens, Herzer, Panza, Cook & 

Batista Co., corporate counsel for the Company, in form and substance satisfactory to the 

Representatives and the Selling Shareholder, together with signed or reproduced copies of such letters 

for each of the other Underwriters, to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto and to 

such further effect as counsel to the Representatives and the Selling Shareholder may reasonably 

request.
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NY1 8171115v.7

(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, 

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 the respective dates as of which information is given in the Registration Statement, the 

General Disclosure Package or the Prospectus, 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 Plante & Moran PLLC 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 Plante & Moran PLLC 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. 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 
22

NY1 8171115v.7

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 

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 4 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 the Rule 430A 

Information, 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;

(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 
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NY1 8171115v.7

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 

omission made in the Registration Statement (or any amendment thereto), including the Rule 430A 

Information, or in 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 the Rule 430A Information, or in 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 case any such action is brought against any 

indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying 

party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly 

with all other indemnifying parties similarly notified, by written notice delivered to the indemnified 

party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense 

thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the 

defendants in any such action include both the indemnified party and the indemnifying party and the 

indemnified party shall have reasonably concluded that a conflict may arise between the positions of the 

indemnifying party and the indemnified party in conducting the defense of any such action or that there 

may be legal defenses available to it and/or other indemnified parties which are different from or 

additional to those available to the indemnifying party, the indemnified party or parties shall have the 

right to select separate counsel to assume such legal defenses and to otherwise participate in the defense 

of such action on behalf of such indemnified party or parties. Upon receipt of notice from the 

indemnifying party to such indemnified party of such indemnifying party’s election so to assume the 

defense of such action and approval by the indemnified party of counsel, the indemnifying party will 

not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently 

incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified 

party shall have employed separate counsel in accordance with the proviso to the immediately 

preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the 

expenses of more than one separate counsel (together with local counsel), approved by the 

indemnifying party (or by the Representatives in the case of Sections 7(b) and 8 hereof), representing 

the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have 

employed counsel satisfactory to the indemnified party to represent the indemnified party within a 

reasonable time after notice of commencement of the action, in each of which cases the fees and 

expenses of counsel shall be at the expense of the indemnifying party. No indemnifying party shall, 

without the prior written consent of the indemnified parties, settle or compromise or consent to the 
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NY1 8171115v.7

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 (other than those fees and expenses that are being 

contested in good faith) 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 

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

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.

. 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 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 
25

NY1 8171115v.7

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.

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

SECTION 10.

. 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.

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 the 

respective dates as of which information is given in the Registration Statement, the General Disclosure 

Package or the Prospectus, 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 

.
26 

NY1 8171115v.7

been suspended or materially limited by the Commission or the Nasdaq Global 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 Ohio 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

(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 

. 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:

(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. 

 
27 

NY1 8171115v.7

SECTION 13. No Advisory or Fiduciary Relationship

SECTION 14.

. 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. 

Parties

SECTION 15.

. 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.

Trial by Jury

SECTION 16.

. 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. 

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.
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SECTION 17. Consent to Jurisdiction

SECTION 18.

. 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.

TIME

SECTION 19.

. 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.

Counterparts

SECTION 20.

. 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.

Effect of Headings. The Section headings herein are for convenience only and 

shall not affect the construction hereof.