UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2017 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
Berkshire Hills Bancorp, Inc., a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or an “Underwriter”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of 4,637,690 shares of common stock, $0.01 par value per share, of the Company (“Common Stock”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 695,653 additional shares of Common Stock. The aforesaid 4,637,690 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter
