Form of Subscription Agreement



 Exhibit 10.1 
 SUBSCRIPTION AGREEMENT 
 BofI Holding, Inc. 

12777 High Bluff Drive 
 Suite 100 

San Diego, CA 92130 
 Gentlemen: 

The undersigned (the “Investor”) hereby confirms its agreement with you as follows: 

1. This Subscription Agreement (this “Agreement”) is made as of the date set forth below between BofI Holding, Inc., a Delaware
corporation (the “Company”), and the Investor. 
 2. The Company has authorized the sale and issuance to
certain investors of up to 18,000 shares (the “Shares”) of its 6.0% Series B Non-Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), for a purchase price of $1,000
per share (the “Purchase Price”). The Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designations in the form attached hereto as Exhibit A. 

3. The offering and sale of the Shares (the “Offering”) are being made pursuant to (a) an effective Registration
Statement on Form S-3, Registration No. 333-163339 (including the Prospectus contained therein (the “Base Prospectus”), the “Registration Statement”) filed by the Company with the Securities and Exchange
Commission (the “Commission”), (b) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended), that have or will be filed with the Commission and
delivered to the Investor on or prior to the date hereof (c) if applicable, a preliminary prospectus related to the Offering (together with the Base Prospectus, the “Statutory Prospectus”), and (d) a Prospectus Supplement
(the “Prospectus Supplement” and together with the Statutory Prospectus, the “Prospectus”) containing certain supplemental information regarding the Shares and terms of the Offering that will be filed with the Commission
and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission) along with the Company’s counterpart to this Agreement. The Prospectus shall not contain any
material non-public information other than as it relates to the Offering. Except with respect to the material terms and conditions of the Offering, the Company confirms that neither it nor any other person acting on its behalf has provided the
Investor or its agents or counsel with any information that the Company believes constitutes or might constitute material, non-public information. 
 4. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Shares of Preferred Stock set forth on the signature page
below, for the aggregate purchase price set forth on the signature page. The Shares shall be purchased pursuant to the “Terms and Conditions for Purchase of Shares” attached hereto as Annex I and incorporated herein by this reference as if
fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by the placement agent (the “Placement Agent”) named in the Prospectus Supplement. A minimum of 5,000 Shares (the “Minimum
Shares”) shall be issued and sold in the Offering at the Closing. 

  
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 5. The manner of settlement of the Shares purchased by the Investor will be delivery by
electronic book-entry at The Depository Trust Company (“DTC”) (or physical stock certificates if the Preferred Stock is not a DTC FAST-eligible issue at Closing), registered in the Investor’s name and address as set forth below, and
released by Computershare Trust Company, N.A., the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. ON OR BEFORE THE CLOSING, THE INVESTOR SHALL: 

(I) DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A
DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND 
 (II) REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT: 

 

					
	Bank of America	  		  	
	100 West 33RD St.	  		  	
	New York, NY	  		  	
	ABA #: 026 009 593                Swift Code:
BOFAUS3N	  	
	For further credit to account number:             4426874722	  	
	Name on
Account:                Computershare Trust Company, NA	  	
	                             
                    As Escrow Agent for Clients	  	
	Ref: BofI Holdings Escrow	  		  	

 6. The Investor represents that, except as set forth below, (a) it has had no position, office or
other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a FINRA member or an Associated Person (as such term is defined under the FINRA Membership and
Registration Rules Section 1011) as of the Closing, and (c) assuming the accuracy of the representations and warranties of the Company contained herein and in the Placement Agreement (as defined in Section 2.4 of Annex I), neither the
Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering of the Shares, acquired, or obtained the right to acquire, or shall own or control
following consummation of the transactions contemplated hereby, 9.9% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. List any exceptions in
the line below: 
  

					
	  
	 	 	.	  

 (If no exceptions, write “none.” If left blank, response will be deemed to be “none”.) 

7. The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic
version thereof with the Commission) the Statutory Prospectus, which includes the final Base Prospectus, dated January 6, 2010, which is a 

  
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part of the Company’s Registration Statement, the documents incorporated by reference therein, and any free writing prospectus (collectively, the “Disclosure Package”),
prior to or in connection with the receipt of this Agreement and the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission) along with the Company’s counterpart to this Agreement. 

8. No offer by the Investor to buy Shares will be accepted and no part of the Purchase Price will be delivered to the Company until the
Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or the Placement Agent on behalf of the
Company) sending (orally, in writing, or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until this Agreement is accepted and countersigned by or on behalf of
the Company and the Investor has been delivered the Prospectus Supplement. 
 [Signature page follows] 

  
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 Please confirm that the foregoing correctly sets forth the agreement between us by signing
in the space provided below for that purpose. 
 Dated as of:
                    , 2011 
  

	
	INVESTOR
	
	 Print
Name:                                        
                                      


	
	
Signature:                      
                                         
                   

	
	 If Investor is an entity:

	
	 Name of
signatory:                                       
                     

	
	 Title of
signatory:                                       
                       

	
	
Address:                      
                                         
                     

	
	
                        
                                         
                                    

	
	 Shares of Preferred Stock
Purchased:                              

	
	 Purchase Price Per Share: $1,000

	
	 Aggregate Purchase Price:
$                                         
      



 AGREED AND ACCEPTED THIS         DAY
OF                , 2011: 
 BOFI HOLDING, INC.

  

			
	
		
	By:	 	  



			
	Print Name:	 	  



			
	Title:	 	  



  
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 ANNEX I 

TERMS AND CONDITIONS FOR PURCHASE OF SHARES 
 1. Authorization and Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares. 

2. Agreement to Sell and Purchase the Shares; Placement Agent. 

2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these “Terms and Conditions for Purchase of Shares” are attached as Annex I (the “Signature
Page”) for the aggregate purchase price therefor set forth on the Signature Page. 
 2.2 The Company proposes to enter
into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the “Investors”, and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements”. 

2.3 Investor acknowledges that the Company intends to pay the Placement Agent a fee (the “Placement Fee”) in respect of
the sale of Shares to the Investor. 
 2.4 The Company has entered into a Placement Agent Agreement, dated
            , 2011 (the “Placement Agreement”), with the Placement Agent that contains certain representations, warranties, covenants, and agreements of the Company that
may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request. 
 3. Closings and Delivery of the Shares and Funds. 
 3.1 Closing. The
completion of the purchase and sale of the Shares (the “Closing”) is subject to the satisfaction of certain closing conditions set forth in the Placement Agreement, and the Closing shall occur at a place and time (the
“Closing Date”) to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause the Transfer Agent to deliver to the Investor the number of Shares set forth on the Signature Page registered in the name of the Investor or, if
so indicated on the Investor Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor and (b) the aggregate purchase price for the Shares being purchased by the Investor will be delivered by or on behalf
of the Investor to the Company. 
 3.2 Conditions to the Company’s Obligations. The Company’s obligation to
issue and sell the Shares to the Investor shall be subject to: (a) the receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page and


  
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(b) the accuracy of the representations and warranties made by the Investor in this Agreement and the fulfillment of those undertakings of the Investor in this Agreement to be fulfilled prior to
the Closing Date. 
 3.3 Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the
Shares will be subject to (i) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those
contained in the Placement Agreement, (ii) the sale by the Company of at least the Minimum Shares at the same price per share at Closing, and (iii) the condition that the Placement Agent shall not have: (a) terminated the Placement
Agreement pursuant to the terms thereof or (b) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the
Other Investors of the Shares that they have agreed to purchase from the Company. 
 3.4 Delivery of Funds. On or before
Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agent pursuant to the
terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of             , 2011, by and among the Company, the Placement Agent and the Transfer Agent (the
“Escrow Agent”): 
  

	
	 Bank of America

100 West 33RD St.
 New York, NY

	ABA #: 026 009 593                 Swift Code:
BOFAUS3N
	For further credit to account number:            4426874722
	 Name on
Account:                Computershare Trust Company, NA

                         
                        As Escrow Agent for Clients

	Ref: BofI Holdings Escrow
	

 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investor to the
Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in Section 3.3 hereof. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the
Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company agrees to indemnify and hold the Escrow Agent harmless from and against any
and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 or otherwise with respect to the funds held in escrow
pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood
of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). 

  
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 3.5 Delivery of Shares. No later than one (1) business day after the execution
of this Agreement by the Investor and the Company, the Investor shall direct the broker-dealer at which the account or accounts to be credited with the Shares being purchased by such Investor are maintained, which broker/dealer shall be a DTC
participant, to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent to credit such account or accounts with the Shares by means of an electronic book-entry delivery. Such DWAC shall indicate the
settlement date for the deposit of the Shares, which date shall be provided to the Investor by the Placement Agent. Simultaneously with the delivery to the Company by the Escrow Agent of the funds held in escrow pursuant to Section 3.4 above,
the Company shall direct its transfer agent to credit the Investor’s account or accounts with the Shares pursuant to the information contained in the DWAC. 
 4. Representations, Warranties and Covenants of the Investor. 
 4.1 The
Investor represents and warrants to, and covenants with, the Company that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an
investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed
relevant in making an informed decision to purchase the Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true
and correct as of the Closing Date and (c) the Investor, in connection with its decision to purchase the number of Shares set forth on the Signature Page, is relying only upon the Disclosure Package, the documents incorporated by reference
therein and the representations and warranties of the Company contained herein and in the Placement Agreement in making a decision to purchase the Shares. 
 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or any Placement Agent that would permit an
offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares in any jurisdiction outside the United States where action for that purpose is required. If the Investor is outside the United
States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The
Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Shares, except as set forth or incorporated by reference in the Base
Prospectus or the Prospectus Supplement. 
 4.3 The Investor further represents and warrants to, and covenants with, the Company
that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of
this Agreement, and (b) this 

  
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Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 
 4.4 The Investor understands that nothing in this
Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 
 4.5 The Investor
represents, warrants and agrees that, since the date on which the Placement Agent or the Company first contacted such Investor about the Offering, it has not engaged in any transactions in the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by
this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws.
For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and
indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and
sales and other transactions through non-US broker dealers or foreign regulated brokers. 
 5. Survival of Representations,
Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the
execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor. 

  
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 6. Notices. All notices, requests, consents and other communications hereunder will
be in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside
the United States, by International Federal Express or facsimile, and will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally
recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt and will be
delivered and addressed as follows: 
 (a) if to the Company, to: 

     BofI Holding, Inc. 

     12777 High Bluff Drive, Suite 100 

     San Diego, CA 92130 

     Attention: Andrew J. Micheletti 

     Facsimile: (858) 350-0443 

     with copies to: 

     Reed Smith LLP 

     355 South Grand Ave., Suite 2900 

     Los Angeles, CA 90071 

     Attention: Allen Z. Sussman, Esq. 

     Facsimile: (213) 457-8030 

(b) if to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have
been furnished to the Company in writing. 
 7. Changes. This Agreement may not be modified or amended except pursuant to
an instrument in writing signed by the Company and the Investor. 
 8. Headings. The headings of the various sections of
this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement. 
 9.
Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected
or impaired thereby. 
 10. Governing Law. This Agreement will be governed by, and construed in accordance with, the
internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction. 
 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one instrument,
and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties by facsimile or by e-mail delivery of a “.pdf” format data file. The Company and the Investor acknowledge and
agree that the Company shall deliver its counterpart to the Investor along with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission). 

12. Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart
to this Agreement, together with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission), shall constitute written confirmation of the Company’s sale of Shares to such Investor. 

  
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 13. Press Release. The Company agrees to issue a press release announcing the
Offering and disclosing all material information regarding the Offering prior to the opening of the financial markets in New York City on the business day immediately after the date hereof. The Company shall file a Current Report on Form 8-K with
the Securities and Exchange Commission (the “SEC”) disclosing the material terms of the Offering and including a form of this Agreement, the Placement Agreement and the Certificate of Designations for the Preferred Stock prior to the
opening of the financial markets in New York City on the second business day immediately after the date hereof. The Company shall not disclose the name of the Investor or its investment adviser in any press release or other public statement about
the Offering, except if such disclosure is required by law, in which case the Company shall promptly provide the other party with prior notice of such public statement or communication. 

14. Termination. In the event that the Placement Agreement is terminated by the Placement Agent pursuant to the terms thereof,
this Agreement shall terminate without any further action on the part of the parties hereto. 

  
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 EXHIBIT A 

BOFI HOLDING, INC. 
 INVESTOR QUESTIONNAIRE 
 Pursuant to Section 3 of Annex I to the Agreement, please
provide us with the following information: 
  

	 	1.	The exact name that your Shares are to be registered in. You may use a nominee name if appropriate:
                                 


 

	 	2.	The relationship between the Investor and the registered holder listed in response to item 1 above (if not the same):
                                 


 

	 	3.	The mailing address of the registered holder listed in response to item 1 above: 


					
	  
	 		 	
	  
	 	 	 	 
	  
	 		 	

  

	 	4.	The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:
                                 


 

	 	5.	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):
                                 


 

	 	6.	DTC Participant Number:
                                 


 

	 	7.	Name of Account at DTC Participant being credited with the Shares:
                                 


 

	 	8.	Account Number at DTC Participant being credited with the Shares:
                                 


 

	 	9.	Person to contact to initiate DWAC at closing: 

 Name:                                
                     
 Telephone:                                
             

Email: