FORM OF UNDERWRITING AGREEMENT] [2,000,000] Shares NEWTEK BUSINESS SERVICES CORP. Common Stock Underwriting Agreement dated November [ ], 2014 JMP SECURITIES LLCUnderwriting Agreement • November 3rd, 2014 • Newtek Business Services Corp. • New York
Introductory. Newtek Business Services Corp., a Maryland corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “List of the Underwriters”) attached hereto (collectively, the “Underwriters”) an aggregate of [2,000,000] shares (the “Firm Offered Shares”) of its Common Stock, par value $0.02 per share (the “Common Stock”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [300,000] shares (the “Optional Offered Shares”) of Common Stock, as provided in Section 2 (the “Purchase, Sale, and Delivery of the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”), has agreed to act as the representative of the several Underwriters (in such capacity, the “R
FORM OF CUSTODY AGREEMENT dated as of [—], 2014 by and between NEWTEK BUSINESS SERVICES CORP. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Form of Custody Agreement • November 3rd, 2014 • Newtek Business Services Corp. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of [—], 2014, and is by and between Newtek Business Services Corp. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 212 West 35th Street, 2nd Floor, New York, NY 10001, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.
