FINANCIAL INSTITUTIONS, INC. Common Stock, $0.01 Par Value Per Share Sales Agency AgreementFinancial Institutions Inc • May 30th, 2017 • National commercial banks • New York
Financial Institutions, Inc., a New York corporation (the “Company”), the holding company for Five Star Bank, a New York chartered bank (the “Bank”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent and/or principal (the “Agent”) shares of the common stock, $.01 par value per share (“Common Stock”), of the Company, having an aggregate gross sales price of up to $40.0 million (the “Shares”) on the terms set forth in this agreement (the “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
