Bank of N.T. Butterfield & Son LTD Sample Contracts

Underwriting Agreement
Underwriting Agreement • May 24th, 2018 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec • New York

The Bank of N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters for whom you are acting as representatives (the “Representatives”), named in Schedule I hereto (the “Underwriters”), $75,000,000 aggregate principal amount of the Subordinated Notes of the Company specified above (the “Securities”).

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Underwriting Agreement
Underwriting Agreement • February 21st, 2017 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec • New York

The shareholders named in Schedule II hereto (the “Selling Shareholders”) of The Bank of N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters for whom you are acting as representatives (the “Representatives”), named in Schedule I hereto (the “Underwriters”) an aggregate of [●] voting ordinary shares, par value BM$0.01 per share (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Representatives, up to [●] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

Underwriting Agreement
Bank of N.T. Butterfield & Son LTD • June 5th, 2020 • Commercial banks, nec • New York

The Bank of N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters for whom you are acting as representative (the “Representative”), named in Schedule I hereto (the “Underwriters”), $100,000,000 aggregate principal amount of the Subordinated Notes of the Company specified above (the “Securities”).

AMENDED AND RESTATED INVESTMENT AGREEMENT dated as of August 4, 2016 by and among THE BANK OF N.T. BUTTERFIELD & SON LIMITED, CARLYLE GLOBAL FINANCIAL SERVICES PARTNERS, L.P. and CGFSP COINVESTMENT L.P.
Investment Agreement • August 4th, 2016 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec • New York

AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of August 4, 2016 (this “Agreement”), by and among The Bank of N.T. Butterfield & Son Limited, a body corporate incorporated under the Laws of Bermuda (the “Company”), Carlyle Global Financial Services Partners L.P., a Cayman Islands exempted limited partnership, and CGFSP Coinvestment L.P., a Cayman exempted limited partnership (each, an “Individual Purchaser” and, collectively, the “Purchaser”).

THE BANK OF N.T. BUTTERFIELD & SON LIMITED
Indenture • May 24th, 2018 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec • New York
WARRANT TO PURCHASE 4,279,601 COMMON SHARES OF THE BANK OF N.T. BUTTERFIELD & SON LIMITED Issue Date: June 22, 2009
Purchase • August 4th, 2016 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec
PREFERENCE SHARES GUARANTEE AGREEMENT By and Among THE GOVERNMENT OF BERMUDA, THE BANK OF N.T. BUTTERFIELD & SON LIMITED, THE BANK OF NEW YORK MELLON And BUTTERFIELD FULCRUM GROUP (BERMUDA) LIMITED Dated as of June 22, 2009
Preference Shares Guarantee Agreement • August 4th, 2016 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec • New York

This PREFERENCE SHARES GUARANTEE AGREEMENT (this “Guarantee Agreement”), dated as of June 22, 2009, is executed and delivered by the Ministry of Finance of Bermuda on behalf of the Government of Bermuda (the “Guarantor”), The Bank of N. T. Butterfield & Son Limited, a local company incorporated under the laws of Bermuda (the “Bank”), The Bank of New York Mellon, as trustee (the “Guarantee Trustee”) and Butterfield Fulcrum Group (Bermuda) Limited (the “Butterfield Fulcrum Group”), as a paying agent.

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