0001104659-15-033431 Sample Contracts

SPRINGLEAF HOLDINGS, INC. (a Delaware corporation) 27,864,525 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • New York

Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their respective agreements with Citigroup Global Markets Inc. (“Citigroup”) 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 you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described

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