StoneCastle Financial Corp. [•] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2013 • StoneCastle Financial Corp. • New York
StoneCastle Financial Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of [•] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • October 4th, 2013 • StoneCastle Financial Corp. • New York
This Agreement, as amended or supplemented by the Invitation, shall become binding with respect to our participation in an offering of securities described in an Invitation upon our acceptance thereof by telecopy, e-mail, telephone call (confirmed immediately in writing) or other form of communication specified in the Invitation if we do not revoke such acceptance in writing prior to the date and time specified in the Invitation or upon acceptance by us of an allotment of securities (such an acceptance being hereinafter referred to as an “Acceptance”). If we have not previously executed this Agreement, by our Acceptance we shall be deemed to be signatories hereof with respect to the offering to which the Acceptance relates. To the extent that any terms contained in the Invitation are inconsistent with any provisions herein, such terms shall supersede any such provisions.
TARP Preferred Holdco I, LLC TARP Preferred Holdco II, LLC, etc.StoneCastle Financial Corp. • October 4th, 2013
Reference is hereby made to that certain Purchase and Sale Agreement dated as of August 23, 2013 (the “PSA”) by and between the Sellers and Buyer (as defined in the PSA). Capitalized terms used but not defined herein shall have the respective meanings set forth in the PSA.
