AGREEMENT AS TO JOINT FILING OF SCHEDULE 13DWLR SBI AcquisitionCo, LLC • October 4th, 2010 • Commercial banks, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of Sun Bancorp, Inc., a New Jersey corporation, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Sun Bancorp, Inc. Vineland, New Jersey 08360 Ladies and Gentlemen:Securities Purchase Agreement • April 13th, 2011 • WLR SBI AcquisitionCo, LLC • Commercial banks, nec • New York
Reference is hereby made to (i) the Securities Purchase Agreement, dated as of July 7, 2010 (the “Securities Purchase Agreement”), between Sun Bancorp, Inc., a New Jersey corporation (the “Company”), and WLR SBI AcquisitionCo, LLC, a Delaware limited liability company (“WLR”); (ii) the notice given by the Company to WLR, dated as of March 3, 2011, notifying WLR of its gross-up right under Section 4.7 of the Securities Purchase Agreement (the “Gross-Up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 25,000,000 shares (the “Initial Shares”) of its common stock, par value $1.00 per share (“Common Stock”), for $3.00 per share of Common Stock (the “Offering Price”), plus an additional 3,750,000 shares of Common Stock to cover over-allotments (the “Option Securities”); (iii) the notice given by WLR, dated as of March 11, 2011, notifying the Company of WLR’s intention to exercise the Gross-Up Right with respect to the Common Stock issued in the Offerin
