UMPQUA HOLDINGS CORPORATION 7,500,000 Shares of Common Stock Underwriting AgreementUmpqua Holdings Corp • February 5th, 2010 • Savings institution, federally chartered • New York
Umpqua Holdings Corporation, an Oregon corporation (the “Company”), proposes to issue and sell to the Underwriter listed in Schedule 1 hereto (the “Underwriter”) an aggregate of 7,500,000 shares of common stock, no par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 1,125,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Company is concurrently offering 16,500,000 Depositary Shares representing 1/100th shares of its Series B Common Stock Equivalent Preferred Stock (the “Concurrent Offering”).
Underwriting AgreementUmpqua Holdings Corp • February 5th, 2010 • Savings institution, federally chartered • New York
The Depositary Shares will be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of February 9, 2010, among the Company, Mellon Investor Services LLC, as depositary (the “Depositary), and owners and beneficial owners from time to time of the Preferred Shares. Each Depositary Share will initially represent the right to receive 1/100th of a Preferred Share pursuant to the Deposit Agreement.
SERIES B COMMON STOCK EQUIVALENT OF UMPQUA HOLDINGS CORPORATION DEPOSIT AGREEMENT among UMPQUA HOLDINGS CORPORATION, MELLON INVESTOR SERVICES LLC, acting as Depository, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN...Deposit Agreement • February 5th, 2010 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
THIS DEPOSIT AGREEMENT dated as of February 9, 2010 among (i) UMPQUA HOLDINGS CORPORATION, an Oregon corporation (the “Corporation”), (ii) MELLON INVESTOR SERVICES LLC (the “Depository”) and (iii) the Record Holders from time to time of the Receipts described in this Agreement.
