3,500,000 Shares MEDALLION FINANCIAL CORP. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2012 • Medallion Financial Corp • Finance services • New York
cash or otherwise. The foregoing sentence shall not apply to, (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or by will or intestacy, (b) transfers of shares of Common Stock or any security convertible into Common Stock to the undersigned’s immediate family or to a trust for the benefit of the undersigned or a member or members of the undersigned’s immediate family, (c) if the undersigned is a trust, to a trustor or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to clause (a), (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter, (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, (d) the receipt of shares of Common Stock upon the exercise of options, a vesting e
