Up to 2,105,263 Shares Trinity Capital Corporation (a New Mexico corporation) Voting Common Stock (no par value per share) FORM OF AGENCY AGREEMENT September [__], 2017Trinity Capital Corp • September 19th, 2017 • National commercial banks • Pennsylvania
Trinity Capital Corporation, a New Mexico corporation (the “Company”) and the bank holding company for Los Alamos National Bank, a national bank (the “Bank”), hereby confirms their agreement (the “Agreement”) with Boenning & Scattergood, Inc. (“Boenning” or the “Agent”) to assist the Company, on a best-efforts basis, in the proposed Offering (as such term is hereinafter defined) of up to 2,105,263 shares of the Company’s common stock, no par value per share (the “Voting Common Stock”). The shares of Voting Common Stock to be sold in the Registered Offering and the Private Placement (as such terms are hereinafter defined, and together, the “Offering”) are hereinafter called the “Shares.” The Registered Offering shall consist of the Rights Offering, the DSP, and the Supplemental Community Offering (as such terms are hereinafter defined). The Private Placement shall consist of the Shares sold pursuant to the Standby Purchase Agreement (as such term is hereinafter defined).
