Execution Copy
TRISTATE CAPITAL
HOLDINGS, INC.
(a Pennsylvania
corporation)
2,800,000 Depositary
Shares
Each Representing
a 1/40th Interest in a Share
Of 6.375% Fixed-to-Floating
Rate Series B Non-Cumulative Perpetual Preferred Stock
UNDERWRITING
AGREEMENT
May 21,
2019
Xxxxx,
Xxxxxxxx & Xxxxx, Inc.
000 Xxxxxxx
Xxxxxx, 0xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
XXXXXXX
XXXXX & ASSOCIATES, INC.
000
Xxxxxxxx Xxxxxxx, Xxxxx 0
Xx. Xxxxxxxxxx,
Xxxxxxx 00000
As
representatives of the Underwriters listed in Schedule A hereto
Ladies
and Gentlemen:
TriState
Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several
underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein
(this “Agreement”) an aggregate of 2,800,000 depositary shares (the “Firm Depositary Shares”),
each such depositary share representing ownership of a 1/40th interest in a share of the Company’s 6.375% Fixed-to-Floating
Rate Series B Non-Cumulative Perpetual Preferred Stock, no par value (the “Preferred Stock”). The Company also
granted to the Underwriters an option to purchase up to an additional 420,000 depositary shares (the “Option Depositary
Shares”). The Firm Depositary Shares and the Option Depositary Shares are hereinafter referred to collectively as the
“Depositary Shares.” Shares of Preferred Stock will, when issued, be deposited by the Company against delivery
of depositary receipts (“Depositary Receipts”) to be issued by Computershare Trust Company, N.A. as depositary
(the “Depositary”) under the Deposit Agreement, to be dated as of the Closing Time (as defined in SECTION 2(c)
hereof), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder (the
“Deposit Agreement”). Each Depositary Receipt will evidence one or more Depositary Shares. The Preferred Stock
and the Depositary Shares are herein collectively referred to as the “Securities.” Xxxxx, Xxxxxxxx & Xxxxx,
Inc. (“KBW”) and Xxxxxxx Xxxxx & Associates, Inc. have agreed to act as representatives of the several
Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Depositary
Shares.
The
Company, the Selling Shareholder(s) and the Underwriters agree that up to 178,000 Depositary Shares to be purchased by the Underwriters
(the “Reserved Securities”) shall be reserved for sale by the Underwriters to certain eligible officers, directors,
employees, business associates and related persons of the Company and its subsidiaries (the “Invitees”), as
part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules,
regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other
applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by the
Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the
public as part of the public offering contemplated hereby.
The
Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a shelf
registration statement, on Form S-3 (File No. 333-222074) covering the public offering and sale of certain securities of the Company,
including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”) and the rules
and regulations promulgated thereunder (the “Securities Act Regulations”), which registration statement has
been declared effective by the Commission. Such registration statement, as of any time, means such registration statement as amended
by any post-effective amendment thereto at such time, including the exhibits and any schedules thereto at such time, the documents
incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities
Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the
Securities Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement”;
provided, that the “Registration Statement” without reference to a time means such registration statement as
amended by any post-effective amendment thereto as of the time of the first contract of sale for the Securities, which time shall
be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning
of Rule 430B(f)(2) of the Securities Act Regulations, including the exhibits and schedules thereto as of such time, the documents
incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities
Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. From and after the date
and time of filing of any registration statement increasing the size of the offering pursuant to Rule 462(b) under the Securities
Act Regulations (“Rule 462(b)” and such registration statement, a “Rule 462(b) Registration
Statement”), the term “Registration Statement” shall include the Rule 462(b) Registration Statement.
Each
preliminary prospectus supplement and the base prospectus used in connection with the offering of the Securities, including the
documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities
Act immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a “preliminary
prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus
supplement relating to the Securities in accordance with the provisions of Rule 424(b) of the Securities Act Regulations
(“Rule 424(b)”). The final prospectus supplement and the base prospectus, in the form first furnished
to the Underwriters for use in connection with the offering and sale of the Securities, including the documents incorporated or
deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act immediately prior to the
Applicable Time (as defined below), are collectively referred to herein as the “Prospectus.” For purposes of
this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, any preliminary prospectus
or the Prospectus or any amendment or supplement thereto, and any Issuer Free Writing Prospectus that is required to be filed
with the Commission, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system (or any successor system) (“XXXXX”).
As
used in this Agreement:
“Applicable
Time” means 4:20 p.m., New York City time, on May 21, 2019, or such other time as agreed by the Company and the Representatives.
“General
Disclosure Package” means each Issuer General Use Free Writing Prospectus and the most recent preliminary prospectus
furnished to the Underwriters for general distribution to investors prior to the Applicable Time set forth on Schedule B
hereto, all considered together.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the
Securities Act Regulations (“Rule 433”), including, without limitation, any “free writing prospectus”
(as defined in Rule 405 of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with
the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i),
whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Securities or of the offering thereof that does not reflect the final terms, in each
case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the
Company’s records pursuant to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution
to investors, as evidenced by its being specified in Schedule B hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free
Writing Prospectus.
All
references in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the
Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed
to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be,
prior to the Applicable Time; and all references in this Agreement to amendments or supplements to the Registration Statement,
any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange
Act Regulations”) incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary
prospectus or the Prospectus, as the case may be, at or after the Applicable Time.
SECTION
1. Representations and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter at the date hereof, the Applicable
Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
(i) Compliance
of the Registration Statement, the Prospectus and Incorporated Documents. The Registration Statement was originally
declared effective by the Commission on December 21, 2017, any post-effective amendments thereto have also been declared
effective by the Commission and any Rule 462(b) Registration Statement has become or will become effective upon filing thereof
with the Commission. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or,
to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional
information with respect to the Registration Statement (or any document incorporated or deemed to be incorporated therein by reference
pursuant to the Exchange Act) has been complied with. The Company meets the requirements for use of Form S-3 under the Securities
Act. The Company meets the requirements under the Securities Act specified in FINRA Conduct Rule 5110(b)(7)(C)(i).
Each
of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and as of each deemed
effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), complied in all material respects with the requirements
of the Securities Act and the Securities Act Regulations. Each preliminary prospectus and the Prospectus and any amendment or
supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of
the Securities Act and the Securities Act Regulations and are identical to the electronically transmitted copies thereof filed
with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, and the Prospectus, any preliminary prospectus
and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at
the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions
in which the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection
with the offer and sale of Reserved Securities.
The
documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package
and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and
will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations.
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time or at
any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable
Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered
together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted,
omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date,
at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted,
omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when
such incorporated documents were filed with the Commission, as the case may be, when read together with the other information
in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will
not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.
The
representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement
or any amendment thereto or the General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance
upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly
for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the sixth paragraph,
the fifth sentence of the tenth paragraph, and the fourteenth through eighteenth paragraphs, each under the heading “Underwriting,”
in each case, contained in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package
and the Prospectus (collectively, the “Underwriter Information”).
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in
the Registration Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein,
that has not been superseded or modified.
(iv) Written
Communications. The Company has not used or distributed and any written communication that constitutes an offer to sell or
a solicitation of an offer to buy the Securities, or otherwise is prepared to market the Securities, other than the Registration
Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus reviewed and consented to by the
Representative.
(v) Company
Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B)
at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning
of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and (C) at the Applicable Time, the Company was not
and is not an “ineligible issuer,” as defined in Rule 405.
(vi) Independent
Accountants. KPMG LLP, the accounting firm that certified the financial statements and supporting schedules included in the
Registration Statement, the General Disclosure Package and the Prospectus, of the Company is (A) an independent public accountant
as required by the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations and the Public
Company Accounting Oversight Board (the “PCAOB”) and (B) a registered public accounting firm as defined by
the PCAOB whose registration has not been superseded or revoked and who has not requested such registration to be withdrawn.
(vii) Financial
Statements; Non-GAAP Financial Measures. The financial statements of the Company included in the Registration Statement, the
General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects
with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company
and its consolidated Subsidiaries (as defined below) at the dates indicated and the statement of operations, shareholders’
equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified; said financial statements have
been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance
with GAAP the information required to be stated therein. The selected financial data and the summary financial information included
in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information
shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except
as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the
Registration Statement, any preliminary prospectus or the Prospectus under the Securities Act, the Securities Act Regulations,
the Exchange Act or the Exchange Act Regulations. To the extent applicable, all disclosures contained in the Registration Statement,
the General Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is
defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act
and Item 10 of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the General Disclosure Package and the Prospectus is updated as necessary to comply
in all material respects with the requirements of the Securities Act and the Commission’s rules and guidelines applicable
thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the
Company and its Subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods
to which they apply.
(viii) No
Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement,
the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its Subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Change”),
(B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course
of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there has
been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for
regular quarterly dividends on its 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock.
(ix) Good
Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under
the laws of the Commonwealth of Pennsylvania and has corporate power and authority to own, lease and operate its properties and
to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter
into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact
business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing
would not result in a material adverse effect (A) in the condition, financial or otherwise, or in the earnings or business affairs
of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or
(B) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement,
the Deposit Agreement and the Securities (each of (A) and (B), a “Material Adverse Effect”).
(x) Good
Standing of Subsidiaries. TriState Capital Bank (the “Bank”) is a bank chartered under the laws of the
Commonwealth of Pennsylvania to transact business as a state-chartered bank and the charter of the Bank is in full force and effect.
The Bank, and Chartwell Investment Partners, LLC are the only “significant subsidiaries” of the Company (as such term
is defined in Rule 1-02 of Regulation S-X). Each subsidiary of the Company (a “Subsidiary”) has been duly
organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of
its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described
in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation
to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing
would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure
Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and
validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear
of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock
of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary arising
by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary
or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of the Company are the Subsidiaries
listed on Schedule C hereto.
(xi) Capitalization.
The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization”
(except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit
plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise
of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).
The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid
and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or
other similar rights of any securityholder of the Company arising by operation of law, or under the articles of incorporation,
bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary
is a party.
(xii) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xiii) Authorization
and Description of Securities. The shares of Preferred Stock to be purchased by the Underwriters from the Company have been
duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable,
free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and will not have been issued in
violation of or subject to any preemptive or similar right. Prior to the Closing Time, the Articles of Amendment for the Preferred
Stock will have been duly filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania. The Preferred Stock
shall be uncertificated, which complies with the requirements of Pennsylvania Business Corporation Law, the Company’s Amended
and Restated Articles of Incorporation, as supplemented by the Articles of Amendment with respect to the Preferred Stock (collectively,
the “Charter”), the Company’s By-Laws (“By-Laws”) and the rules of the Nasdaq Global
Select Market (“Nasdaq”). The Securities conform to all statements relating thereto contained in the Registration
Statement, the General Disclosure Package and the Prospectus and such statements conform to the rights set forth in the instruments
defining the same.
(xiv) Depositary
Shares. The Depositary Shares being delivered to the Underwriters at the Closing Time have been duly authorized.
(xv) Authorization
and Description of Deposit Agreement. The Deposit Agreement has been duly authorized by the Company and, at the Closing Time,
assuming the Deposit Agreement is the valid and legally binding obligation of the Depositary, will constitute a valid and legally
binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally and by general equitable principles. The Deposit Agreement conforms in all material respects to all statements
relating thereto contained in the Registration Statement, the General Disclosure Package and Prospectus.
The
deposit of the Preferred Stock in respect of the Depositary Shares by the Company in accordance with the Deposit Agreement has
been duly authorized and, assuming the Deposit Agreement is the valid and legally binding obligation of the Depositary, upon due
issuance by the Depositary of the Depositary Receipts evidencing the Depositary Shares against the deposit of Preferred Stock
in accordance with the provisions of the Deposit Agreement and payment therefor in accordance with this Agreement, the Depositary
Receipts will be duly and validly issued and will entitle the persons in whose names the Depositary Receipts are registered to
the rights specified therein and in the Deposit Agreement, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable
principles.
(xvi) Registration
Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company under the Securities Act pursuant to this
Agreement other than any rights that have been disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus and have been waived.
(xvii) Absence
of Defaults and Conflicts. The Company is not in violation of its Charter or By-laws; none of the Subsidiaries is in violation
of its charter or bylaws and neither the Company nor any of its Subsidiaries is in default in the performance or observance of
any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which
it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively,
“Agreements and Instruments”) except for such violations or defaults that would not, singly or in the aggregate,
result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Deposit Agreement and
the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance
and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the
caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Deposit Agreement
have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice
or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary
pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances
that would not result, singly or in the aggregate, in a Material Adverse Effect); nor will such action result in any violation
of the provisions of the Charter or By-laws of the Company or the charter or by-laws of any Subsidiary; nor will such action result
in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, governmental
agency or body or court, domestic or foreign (each a “Governmental Entity”), having jurisdiction over the Company
or any Subsidiary or any of their assets, properties or operations (except for such violations that would not result, singly or
in the aggregate, in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition
which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
(xviii) Nasdaq
Compliance. The Company is in compliance in all material respects with the requirements of Nasdaq for continued listing of
its securities that are listed on Nasdaq. The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of such securities under the Exchange Act or the listing of such securities on Nasdaq, nor has the Company received
any notification that the Commission or Nasdaq is contemplating terminating such registration or listing. The transactions contemplated
by this Agreement will not contravene the rules or regulations of Nasdaq.
(xix) Absence
of Labor Dispute. No labor dispute with the employees of the Company or any Subsidiary exists or, to the knowledge of the
Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its
or any Subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result, singly
or in the aggregate, in a Material Adverse Effect.
(xx) Absence
of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity,
now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any Subsidiary, which is required
to be disclosed in the Registration Statement (other than as disclosed therein), or which would result in a Material Adverse Effect,
or which would result in materially and adversely affecting the properties or assets thereof; the aggregate of all pending legal
or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or
assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental
to the business, would not result in a Material Adverse Effect.
(xxi) Bank
Holding Company Act; Banking Regulation. The Company has been duly registered as a bank holding company and has elected to
be treated as a financial holding company under the applicable provisions of the Bank Holding Company Act of 1956, as amended.
Each of the Company and the Bank is in compliance in all material respects with all applicable laws administered by and regulations
of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the “FDIC”),
and the Pennsylvania Department of Banking and Securities, as applicable (collectively, the “Bank Regulatory Authorities”),
the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act and the
Bank Secrecy Act, to the extent such laws or regulations apply to the Company or the Bank, as applicable, other than where such
failures to comply would not have a Material Adverse Effect. Each of Chartwell Investment Partners, LLC and Chartwell TSC Securities
Corp. is in compliance in all material respects with all applicable laws administered by and regulations of the Commission and
FINRA, to the extent such laws or regulations apply to Chartwell Investment Partners, LLC or Chartwell TSC Securities Corp., as
applicable, other than where such failure to comply would not have a Material Adverse Effect. Except as disclosed in the Registration
Statement, the General Disclosure Package and the Prospectus, or except as would not otherwise result in a Material Adverse Effect,
neither the Company nor the Bank is a party to any written agreement or memorandum of understanding with, or a party to, any commitment
letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of an extraordinary supervisory
letter from, or has adopted any board resolutions at the request of, any Bank Regulatory Authority which restricts materially
the conduct of its business, or in any manner relates to its capital adequacy, its credit policies or its management, nor have
any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or is considering the
appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory
letter, commitment letter or similar submission, or any such board resolutions. As of March 31, 2019, the Bank met or exceeded
the standards necessary to be considered “well capitalized” under the FDIC’s regulatory framework for prompt
corrective action.
(xxii) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, or the
General Disclosure Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto
which have not been so described and filed as required.
(xxiii) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification
or decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations under this
Agreement, in connection with the offering, issuance or sale of the Securities or the consummation of the transactions contemplated
in this Agreement and the Deposit Agreement, except the filing of the Articles of Amendment for the Securities with the Pennsylvania
Department of State prior to the Closing Time, such as have been obtained under the laws and regulations of jurisdictions outside
the United States in which the Reserved Securities may be offered, or such as have been already obtained or as may be required
under the Securities Act, the Securities Act Regulations, the rules of Nasdaq, the securities laws of any state or non-U.S. jurisdiction
or the rules of FINRA.
(xxiv) Possession
of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct the business now operated by them; the Company and its Subsidiaries are in compliance
with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in
the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except
where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect
would not have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, would result in
a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities
any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be
so in compliance would not, singly or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance
with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority
with respect to any such filings or submissions.
(xxv) Title
to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and
its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges,
liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration
Statement, the General Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, have a Material Adverse
Effect, and all of the leases and subleases under which the Company or any of its Subsidiaries holds properties described in the
Registration Statement, the General Disclosure Package and the Prospectus are in full force and effect, except as would not, singly
or in the aggregate, have a Material Adverse Effect, and neither the Company nor any Subsidiary has any notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases
or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession
of the leased or subleased premises under any such lease or sublease, except as would not, singly or in the aggregate, have a
Material Adverse Effect.
(xxvi) Possession
of Intellectual Property. The Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,
patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures and excluding generally commercially available “off the shelf”
software programs licensed pursuant to shrink wrap or “click and accept” licenses), trademarks, service marks, trade
names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business
now operated by them, except as would not, singly or in the aggregate, have a Material Adverse Effect, and neither the Company
nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights
of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property
invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein, except for any infringement or
conflict or invalidity or inadequacy, singly or in the aggregate, would not result in a Material Adverse Effect.
(xxvii) Environmental
Laws. Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material
Adverse Effect, (A) neither the Company nor any of its Subsidiaries is in violation of any federal, state, local or foreign statute,
law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health,
the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the
Company and its Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and
are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating
to any Environmental Law against the Company or any of its Subsidiaries and (D) there are no events or circumstances that would
result in forming the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or
governmental body or agency, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any
Environmental Laws.
(xxviii) Reserved.
(xxix) Internal
Control Over Financial Reporting. The Company and each of its Subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management’s general or
specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general
or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General
Disclosure Package and Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no
material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change
in the Company’s internal control over financial reporting that has materially affected, or would result in materially affecting,
the Company’s internal control over financial reporting.
(xxx) Disclosure
Controls and Procedures. The Company and its Subsidiaries employ disclosure controls and procedures (as such term is defined
in Rule 13a-15 under the Exchange Act), which (A) are designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms and that material information relating to the Company and
its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within
the Company and its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the
Company for effectiveness as of the end of the Company’s most recent fiscal quarter, and (C) were then effective in all
material respects to perform the functions for which they were established. Based on the evaluation of the Company’s and
each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of (1) any significant deficiency
in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability
to record, process, summarize and report financial data or any material weaknesses in internal controls or (2) any fraud, whether
or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’
internal controls. Since the most recent evaluation of the Company’s disclosure controls and procedures described above,
there have been no changes in internal controls or in other factors that could significantly affect internal controls.
(xxxi) Compliance
with the Xxxxxxxx-Xxxxx Act. There is and has been no failure on the part of the Company or any of the Company’s directors
or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002
and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302
and 906 related to certifications.
(xxxii) Pending
Procedures and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d)
or 8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities
Act in connection with the offering of the Securities.
(xxxiii) Payment
of Taxes. The Company and each of its Subsidiaries has (A) timely filed all material foreign, United States federal, state
and local tax returns, information returns, and similar reports that are required to be filed (taking into account valid extensions),
and all tax returns are true, correct and complete in all material respects, (B) paid in full all taxes required to be paid by
it and any other assessment, fine or penalty levied against it, except for any such tax, assessment, fine or penalty that is currently
being contested in good faith or as would not have, singly or in the aggregate, a Material Adverse Effect, and (C) established
on the most recent balance sheet reserves that are adequate for the payment of all taxes not yet due and payable, except as would
not have a Material Adverse Effect.
(xxxiv) Insurance.
The Company and its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company reasonably
believes are adequate for the conduct of the business of the Company and its Subsidiaries and the value of their properties and
as are customary in the business in which the Company and its Subsidiaries are engaged; neither the Company nor any of its Subsidiaries
has been refused any insurance coverage sought or applied for; and the Company has no reason to believe that they will not be
able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
(xxxv) Investment
Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will
not be, an “investment company” or an entity “controlled” by an “investment company” as such
terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(xxxvi) Absence
of Manipulation. Neither the Company nor any of its Subsidiaries, nor any affiliates of the Company or its Subsidiaries, has
taken, directly or indirectly, any action designed to cause or result in any unlawful stabilization or manipulation of the price
of the Securities. Except as disclosed in each of the General Disclosure Package and the Prospectus, no Subsidiary of the Company
is currently prohibited, directly or indirectly, under any order of the Federal Reserve, under any applicable law, or under any
agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any
other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary
from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary
of the Company.
(xxxvii) Foreign
Corrupt Practices Act. None of the Company, any of its Subsidiaries or, to the best knowledge of the Company, any director,
officer, agent or employee of the Company or any of its Subsidiaries has: (A) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (C) violated or is in violation of any provision
of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable non-U.S. anti-bribery statute or regulation; or (D)
made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(xxxviii) Anti-Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all applicable jurisdictions and the rules and regulations thereunder issued, administered
or enforced by any Governmental Entity (collectively, the “Anti-Money Laundering Laws”); and no action, suit
or proceeding by or before any Governmental Entity involving the Company or any of its Subsidiaries with respect to the Anti-Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(xxxix) OFAC.
None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its Subsidiaries is currently the subject of any sanctions administered or enforced by the U.S. Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the
European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”);
and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise
make available such proceeds to any Subsidiary, joint venture partner or other individual or entity (“Person”)
for the purpose of funding the activities or business of or with any Person, or in any country or territory, that, at the time
of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any
Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
(xl) Relationship.
No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the
directors, officers, shareholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, that is required
by the Securities Act or Securities Act Regulations to be described in the Registration Statement and/or the Prospectus and that
is not so described.
(xli) Statistical
and Market-Related Data. The statistical and market related data contained in the Prospectus and Registration Statement are
based on or derived from sources which the Company believes are reliable and accurate.
(xlii) No
Unauthorized Use of Prospectus. The Company has not distributed and, prior to the later to occur of (A) the Closing Time and
(B) completion of the distribution of the Securities, will not distribute any prospectus (as such term is defined in the Securities
Act and the Securities Act Regulations) in connection with the offering and sale of the Securities other than the Registration
Statement, any preliminary prospectus, the Prospectus or other materials, if any, permitted by the Securities Act or by the Securities
Act Regulations and approved by the Representative.
(xliii) No
Unlawful Offering of Reserved Securities. The Company has not offered, or caused the Underwriters to offer, Reserved Securities
to any Invitee or any other person with the specific intent to unlawfully influence (A) a customer or vendor of the Company
to alter the customer’s or vendor’s level or type of business with the Company, or (B) a trade journalist or
publication to write or publish favorable information about the Company or its products or services.
(xliv) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act) contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.
(xlv) Fees.
Other than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive from the Company
or any Subsidiary any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions
contemplated by this Agreement.
(xlvi) Deposit
Insurance. The deposit accounts of the Bank are insured by the FDIC up to applicable legal limits, the Bank has paid all premiums
and assessments required by the FDIC and the regulations thereunder, and no proceeding for the termination or revocation of such
insurance is pending or, to the knowledge of the Company, threatened.
(xlvii) Reserved.
(xlviii) Cybersecurity.
(A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of the Company’s
or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including
the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed
or stored by the Company and its Subsidiaries), and, to the knowledge of the Company, any such data processed or stored by third
parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”),
that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) neither the Company
nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in,
any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would,
singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (C) the Company and its Subsidiaries
have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity,
continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices,
or as required by applicable regulatory standards. The Company and its Subsidiaries are presently in compliance with all applicable
laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection
of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in
the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries delivered to the Representatives
or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
SECTION
2. Sale and Delivery to Underwriters; Closing.
(a) Firm
Depositary Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and
not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, the number of Firm
Depositary Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Firm
Depositary Shares which such Underwriter may become obligated to purchase pursuant to the provisions of SECTION 11 hereof, subject,
in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate
any sales or purchases of fractional shares.
(b) Option
Depositary Shares. In addition, on the basis of the representations and warranties herein contained and subject to the terms
and conditions herein set forth, the Company grant(s) an option to the Underwriters, severally and not jointly, to purchase up
to an additional 420,000 depositary shares at the price per share set forth in Schedule A plus accrued dividends from
the Closing Time; provided, that the purchase price per Option Depositary Share shall be reduced by an amount per share
equal to any dividends or distributions declared by the Company and payable on the Firm Depositary Shares but not payable on the
Option Depositary Shares. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in
whole or in part at any time within such period from time to time upon notice by the Representatives to the Company setting forth
the number of Option Depositary Shares as to which the several Underwriters are then exercising the option and the time and date
of payment and delivery for such Option Depositary Shares. Any such time and date of delivery (each, a “Date of Delivery”)
shall be determined by the Representatives, but shall not be later than ten full business days after the exercise of said option,
nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Depositary Shares,
each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Depositary
Shares then being purchased which the number of Firm Depositary Shares set forth in Schedule A opposite the name of
such Underwriter bears to the total number of Firm Depositary Shares, subject, in each case, to such adjustments as the Representatives
in their sole discretion shall make to eliminate any sales or purchases of fractional shares.
(c) Payment.
Payment of the purchase price for, and delivery of certificates for the Firm Depositary Shares shall be made at the offices of
Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place
as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on May 29, 2019 (unless postponed
in accordance with the provisions of SECTION 11), or such other time not later than ten business days after such date as shall
be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing
Time”).
In
addition, in the event that any or all of the Option Depositary Shares are purchased by the Underwriters, payment of the purchase
price for, and delivery of certificates for such Option Depositary Shares shall be made at the above-mentioned offices, or at
such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the
notice from the Representatives to the Company.
Payment
shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against
delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased
by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt
for, and make payment of the purchase price for, the Firm Depositary Shares and the Option Depositary Shares, if any, which it
has agreed to purchase. KBW, individually and not as representative of the Underwriters, may (but shall not be obligated to) make
payment of the purchase price for the Firm Depositary Shares or the Option Depositary Shares, if any, to be purchased by any Underwriter
whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.
SECTION
3. Covenants of the Company. The Company covenants with each Underwriter as
follows:
(a) Compliance
with Commission Requests. Until the last Date of Delivery, the Company, subject to SECTION 3(b) hereof will comply with the
requirements of Rule 430A of the Securities Act Regulations and Rule 430B, as applicable, and will notify the Representatives
immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or any new
registration statement relating to the Securities shall become effective or any amendment or supplement to the General Disclosure
Package or the Prospectus shall have been used or filed, as the case may be, including any document incorporated by reference
therein, in each case only as permitted by SECTION 3 hereof, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General Disclosure
Package or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus
or any amendment or supplement thereto, or of the suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to
Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject
of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Company will
effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without
reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. Until the last Date of Delivery, the Company will use every reasonable effort to prevent the
issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof at the earliest
possible moment.
(b) Reserved.
(c) Continued
Compliance with Securities Laws. The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange
Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this
Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations, would be)
required by the Securities Act (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations)
to be delivered in connection with sales of the Securities ending no later than nine months from the date hereof (the “Delivery
Period”) any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel
for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will
not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order
that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances
existing at the time it (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) is delivered
to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus,
as the case may be, including, without limitation, any document incorporated therein by reference, in order to comply with the
requirements of the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations, the Company
will promptly (A) give the Representatives written notice of such event or condition, (B) prepare any amendment or supplement
as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package
or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement
and use its best efforts to have any amendment to the Registration Statement declared effective by the Commission as soon as possible;
provided, that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel
for the Underwriters shall object.
(d) Filing
or Use of Amendments or Supplements. During the Delivery Period, the Company (A) will furnish to the Representatives for review,
a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement
(including any Rule 462(b) Registration Statement), a copy of each such amendment or supplement, and (B) will not amend or
supplement the Registration Statement without the Representatives’ prior written consent. Prior to amending or supplementing
any preliminary prospectus or the Prospectus, the Company shall furnish to the Representatives for review, a reasonable amount
of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or
supplement. The Company shall not file or use any such proposed amendment or supplement without the Representatives’ prior
written consent.
(e) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally filed, any Rule 462(b) Registration Statement and
each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or
deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver
to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment
thereto (without exhibits) for each of the Underwriters. The signed copies of the Registration Statement and each amendment thereto
furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to XXXXX, except to the extent permitted by Regulation S-T.
(f) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by
the Securities Act. The Company will furnish to each Underwriter, without charge, during the Delivery Period, such number of copies
of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(g) Blue
Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives may
designate and to maintain such qualifications in effect during the Delivery Period; provided, that the Company shall not
be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities
in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject.
(h) Earnings
Statements. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally
available to its securityholders as soon as practicable, but in any event not later than 16 months after the effective date of
the Registration Statement (as defined in Rule 158(c) of the Securities Act), an earnings statement satisfying the provisions
of Section 11(a) of the Securities Act and the Securities Act Regulations (including Rule 158).
(i) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified
in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus under
“Use of Proceeds.”
(j) Listing.
The Company will use its best efforts to effect and maintain the listing of the Securities on Nasdaq or another national securities
exchange and will file with such exchange all documents and notices required to be filed therewith.
(k) Restriction
on Sale of Securities. During a period of 30 days from the date of this Agreement, the Company will not, without the prior
written consent of the Representatives, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish
an open “put equivalent position” within the meaning of Rule 16a-1(h) of the Exchange Act Regulations, or otherwise
transfer or dispose of, the Securities or any securities that are substantially similar to the Securities, whether owned as of
the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition,
or file, any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap,
hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Securities or such other securities, whether any such swap, hedge or transaction described in clause (i) or
(ii) above is to be settled by delivery of any Securities or such other securities, in cash or otherwise. The foregoing sentence
shall not apply to the Securities to be sold hereunder.
(l) Reporting
Requirements. The Company, during the Delivery Period, will file all documents required to be filed with the Commission pursuant
to the Exchange Act within the time periods required by, and each such document will meet the requirements of, the Exchange Act
and the Exchange Act Regulations.
(m) Final
Term Sheet. The Company will prepare a final term sheet (the “Final Term Sheet”) containing the final terms
of the Securities and their offering, in a form approved by the Underwriters and attached as Schedule D hereto, and
acknowledges that the Final Term Sheet is an Issuer Free Writing Prospectus and will comply with its related obligations set forth
in SECTION 3(m) hereof. The Company will furnish to each Underwriter, without charge, copies of the Final Term Sheet promptly
upon its completion.
(n) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, it
will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided, that the Representatives will be deemed to have consented to
any Issuer General Use Free Writing Prospectuses listed on Schedule B hereto and any “road show that is a written
communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents
that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the
Representatives as an Issuer Free Writing Prospectus and that it has complied and will comply with the applicable requirements
of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping.
If at any time following issuance of an Issuer Free Writing Prospectus during the Delivery Period there occurred or occurs an
event or condition as a result of which such Issuer Free Writing Prospectus included or would include an untrue statement of a
material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives in
writing and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to correct such untrue
statement or omission.
(o) Renewal
Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the
“Renewal Deadline”), any Securities remain unsold by the Underwriters, the Company will, prior to the Renewal
Deadline, (i) promptly notify the Representatives in writing and (ii) promptly file, if it is eligible to do so, a new shelf registration
statement relating to the Securities, in a form and substance satisfactory to the Underwriters. If, at the Renewal Deadline, the
Company is not eligible to file a shelf registration statement, the Company will, prior to the Renewal Deadline, (i) promptly
notify the Representatives in writing, (ii) promptly file a new registration statement or post-effective amendment on the proper
form relating to such Securities, in a form and substance satisfactory to the Underwriters, (iii) use its best efforts to cause
such registration statement or post-effective amendment to be declared effective within 180 days after the Renewal Deadline and
(iv) promptly notify the Representatives in writing of such effectiveness. The Company will take all other action necessary or
appropriate to permit the offering and sale of the Securities to continue as contemplated in the expired Registration Statement.
References herein to the “Registration Statement” shall include such new registration statement or post-effective
amendment, as the case may be.
(p) Filing
of Articles of Amendment. The Company will use its best efforts to file, prior to the Closing Time, the Articles of Amendment
for the Preferred Stock with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania.
(q) DTC.
The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance,
settlement and trading in book-entry form through the facilities of The Depository Trust Company (“DTC”).
(r) Investment
Company Act. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Securities
in such a manner as could require the Company or any of the Subsidiaries to register as an investment company under the Investment
Company Act.
(s) Regulation
M. The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action
designed to cause or result in or which constitutes or might reasonably be expected to constitute stabilization or manipulation
of the price of the Securities or any reference security with respect to the Securities, whether to facilitate the sale or resale
of the Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions
of Regulation M.
(t) Transfer
Agent. The Company shall maintain a registrar and transfer agent for the Securities.
(u) Xxxxxxxx-Xxxxx
Act. The Company and its Subsidiaries will comply with all effective applicable provisions of the Xxxxxxxx-Xxxxx Act.
(v) Taxes.
The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, issue or similar tax, including
any interest and penalties, on the creation, issue and sale of the Securities and on the execution and delivery of this Agreement.
All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present
or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes,
duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts
received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction
had been made.
(w) Trademarks.
Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s
trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating
the on-line offering of the Securities (the “License”); provided that the License shall be used solely
for the purpose described above, is granted without any fee and may not be assigned or transferred.
SECTION
4. Payment of Expenses.
(a) Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will
pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation,
printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer
Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic
delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation and filing of the Articles of Amendment
for the Securities with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania and the preparation, issuance and
delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp
or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements
of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws
in accordance with the provisions of SECTION 3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel
for the Underwriters in connection therewith, and the fees and expenses of making the Securities eligible for clearance, settlement
and trading through the facilities of DTC, (vi) the fees and expenses of any depositary, transfer agent or registrar for the Securities,
(vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection
with the marketing of the Securities, including, without limitation, expenses associated with the production of road show slides
and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging
expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation
chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel
to the Underwriters in connection with, the review by FINRA, if required, of the terms of the sale of the Securities, (ix) the
fees and expenses incurred in connection with the listing of the Securities on Nasdaq, (x) any fees payable in connection with
the rating of the Securities by a rating agency, (xi) the document production charges and expenses associated with printing this
Agreement, (xii) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with
legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters
caused by a breach of the representation contained in the second sentence of SECTION 1(a)(ii) and SECTION 1(a)(xi),
(xiii) all costs specifically incurred in connection with the Reserved Securities which are designated by the Company for sale
to the Invitees, and (xiv) all other costs and expenses incident to the performance of the obligations of the Company hereunder
for which provision is not otherwise made in this SECTION 4(a).
(b) Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of SECTION 6, SECTION
10(a) or SECTION 11 hereof, the Company shall reimburse the Underwriters for all of the Underwriters’ out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the Underwriters.
SECTION
5. Use of Free Writing Prospectuses by Underwriters. Each Underwriter represents
and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute
a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.
SECTION
6. Conditions of Underwriters’ Obligations. The obligations of the several
Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained herein or in
certificates of any officer of the Company or any of its Subsidiaries delivered pursuant to the provisions hereof, to the performance
by the Company of its covenants and other obligations hereunder, and to the following further conditions:
(a) Effectiveness
of Registration Statement, etc. The Registration Statement was filed by the Company with the Commission and has been declared
effective not earlier than three years prior to the date hereof. Each preliminary prospectus, each Issuer Free Writing Prospectus
and the Prospectus shall have been filed as required by Rule 424(b) (without reliance on Rule 424(b)(8)) and Rule 433,
as applicable, within the time period prescribed by, and in compliance with, the Securities Act Regulations. If the Company has
elected to rely on Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., New
York City time, on the date of this Agreement. No stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto shall have been issued under the Securities Act or proceedings therefor initiated or threatened
by the Commission, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment
or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to
the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional
information.
(b) Opinion
of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing
Time, of (i) the General Counsel of the Bank, and (ii) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance
satisfactory to the Representatives, together with signed or reproduced copies of such letters for each of the other Underwriters,
in form and substance reasonably satisfactory to the Representatives.
(c) Opinion
of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the
Closing Time, of Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP, counsel for the Underwriters, in form and substance satisfactory
to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, and the Company
shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters.
In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the
State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives.
Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers and other representatives of the Company and its Subsidiaries and certificates of public
officials.
(d) Officers’
Certificate. At the Closing Time, the Representatives shall have received a certificate of the Chief Executive Officer or
the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time,
to the effect that (i) there has been no Material Adverse Effect, (ii) the representations and warranties of the Company in this
Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the
Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to
the Closing Time, and (iv) the conditions specified in SECTION 6(a) hereof have been satisfied.
(e) Comfort
Letters. At the time of the execution of this Agreement, the Representatives shall have received from KPMG LLP a letter, dated
such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter
for each of the other Underwriters, confirming that they are a registered public accounting firm and independent registered public
accountants with respect to the Company as required by the Securities Act and containing statements and information of the type
ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements
and financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(f) Bring-down
Comfort Letter. At the Closing Time, the Representatives shall have received from KPMG LLP a letter, dated as of the Closing
Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to SECTION 6(e) hereof, except that
the specified date referred to shall be a date not more than three business days prior to the Closing Time.
(g) Certificate
of the Chief Financial Officer. At the Closing Time, the Representatives shall have received a certificate executed by the
Chief Financial Officer, in form and substance reasonably satisfactory to the Representatives.
(h) Reserved.
(i) Other
Documents. The Underwriters shall have received such other documents as they may reasonably request with respect to
other matters related to the sale of the Securities.
(j) Approval
of Listing. The Company has filed a Registration Statement on Form 8-A with the Commission to register the Securities pursuant
to Section 12(b) of the Exchange Act and has filed an application to list the Depositary Shares on Nasdaq, and the Company has
not received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing.
(k) No
Objection. If a filing with FINRA is required, FINRA has confirmed that it has not raised any objection with respect to the
fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.
(l) No
Important Changes. Since the execution of this Agreement, (i) in the judgment of the Representatives, since the date hereof
or the respective dates of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus,
there shall not have occurred any Material Adverse Effect, and (ii) there shall not have been any decrease in or withdrawal of
the rating of any debt securities or preferred securities of the Company or any of its Subsidiaries by any “nationally recognized
statistical rating organization” (as defined for purposes of Section 3(a)(62) of the Exchange Act) or any notice given
of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating that does
not indicate the direction of the possible change.
(m) Filing
of Articles of Amendment. Prior to the Closing Time, the Articles of Amendment for the Securities shall have been duly filed
with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania and shall be in full force and effect.
(n) Clearance,
Settlement and Trading. Prior to the Closing Time, the Securities shall be eligible for clearance, settlement and trading
through the facilities of DTC.
(o) Delivery
of Prospectus. The Company shall have complied with the provisions hereof with respect to the furnishing of prospectuses,
in electronic or printed format, on the New York business day next succeeding the date of this Agreement.
(p) No
Termination Event. On or after the date hereof, there shall not have occurred any of the events, circumstances or occurrences
set forth in SECTION 10(a).
(q) No
Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the
Closing Time, prevent the issuance or sale of the Firm Depositary Shares by the Company; and no injunction or order of any federal,
state or foreign court shall have been issued that would, as of the Closing Time, prevent the issuance or sale of the Firm Depositary
Shares by the Company.
(r) Good
Standing. The Representatives shall have received on and as of the Closing Time satisfactory evidence of the good standing
of the Company and the Bank in their respective jurisdictions of organization, in each case in writing or any standard form of
telecommunication and dated within one business day of the Closing Time from the appropriate governmental authorities of such
jurisdictions.
(s) Conditions
to Purchase of Option Depositary Shares. In the event that the Underwriters exercise their option provided in SECTION 2(b)
hereof to purchase all or any portion of the Option Depositary Shares, the representations and warranties of the Company contained
herein and the statements in any certificates furnished by the Company or any of its Subsidiaries hereunder shall be true and
correct as of each Date of Delivery, the conditions set forth in SECTION 6(j), (k) and (l) hereof shall be satisfied at each Date
of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) Officers’
Certificate. A certificate, dated such Date of Delivery, of the Chief Executive Officer or the President of the Company and
of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time
pursuant to SECTION 6(d) hereof remains true and correct as of such Date of Delivery.
(ii) Opinion
of Counsel for Company. The favorable opinion of (A) the General Counsel of the Company and (B) Xxxxxxxxx & Xxxxxxx
LLP, counsel for the Company, in form and substance satisfactory to the Representatives, dated such Date of Delivery, relating
to the Option Depositary Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required
by SECTION 6(b) hereof.
(iii) Opinion
of Counsel for Underwriters. The favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP, counsel for the Underwriters,
in form and substance satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Depositary Shares
to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by SECTION 6(c) hereof.
(iv) Bring-down
Comfort Letter. A letter from KPMG LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery,
substantially in the same form and substance as the letter furnished to the Representatives pursuant to SECTION 6(e) hereof, except
that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than two business
days prior to such Date of Delivery.
(v) Certificate
of the Chief Financial Officer. A certificate executed by the Chief Financial Officer of the Company, dated as of such Date
of Delivery, substantially in the same form and substance as the certificate required by SECTION 6(g) hereof.
(vi) No
Termination Event. There shall not have occurred prior to the Date of Delivery any of the events, circumstances or occurrences
set forth in SECTION 10(a) hereof.
(vii) No
Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the
Date of Delivery, prevent the issuance or sale of the Option Depositary Shares by the Company; and no injunction or order of any
federal, state or foreign court shall have been issued that would, as of the Date of Delivery, prevent the issuance or sale of
the Option Depositary Shares by the Company.
(viii) Good
Standing. The Representatives shall have received on and as of the Date of Delivery satisfactory evidence of the good standing
of the Company and the Bank in their respective jurisdictions of organization, in each case in writing or any standard form of
telecommunication and dated within one business day of such Date of Delivery from the appropriate governmental authorities of
such jurisdictions.
(t) Additional
Documents. At the Closing Time and at each Date of Delivery (if any), counsel for the Underwriters shall have been furnished
with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the
Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment
of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale
of the Securities as herein contemplated shall be in form and substance satisfactory to the Representatives and counsel for the
Underwriters.
(u) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Depositary Shares on a Date of Delivery which is after
the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Depositary Shares, may be terminated
by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case
may be, and such termination shall be without liability of any party to any other party except as provided in SECTION 4 and except
that SECTION 1, SECTION 6, SECTION 7, SECTION 8, SECTION 9, SECTION 14, SECTION 15, SECTION 16 and SECTION 17 shall survive any
such termination and remain in full force and effect.
SECTION
7. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, their affiliates (as such term is defined
in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and
directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged
untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, any “road
show,” the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or
any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) the violation of any applicable
laws or regulations of foreign jurisdictions where Reserved Securities have been offered and (B) any untrue statement or alleged
untrue statement of a material fact included in the supplement or prospectus wrapper material distributed in each foreign jurisdiction
in which the Reserved Securities are offered in connection with the reservation and sale of the Reserved Securities to Invitees
or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in
conjunction with any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus
(or any amendment or supplement thereto), not misleading;
(iii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission
or in connection with any violations of the nature referred to in SECTION 7(a)(ii)A hereof); provided that (subject
to SECTION 7(d) hereof) any such settlement is effected with the written consent of the Company;
(iv) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is not paid under (i), (ii) or (iii) above;
provided,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto),
including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer
Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors,
each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in SECTION 7(a) hereof, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including
any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing
Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with the Underwriter Information.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as
a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to SECTION 7(a) hereof, counsel to the indemnified parties shall
be selected by the Representatives, and, in the case of parties indemnified pursuant to SECTION 7(b) hereof, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such
action; provided, that counsel to the indemnifying party shall not (except with the prior written consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations
or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be
sought under this SECTION 7 or SECTION 8 hereof (whether or not the indemnified parties are actual or potential parties thereto),
unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by SECTION 7(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(e) Indemnification
for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify
and hold harmless each Underwriter, its Affiliates and each person, if any who controls any Underwriter with the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, liabilities, claims,
damages and expenses (including, without limitation, any legal or other expenses reasonably incurred in connection with defending,
investigating, or settling any such action or claim) as incurred by them (1) caused by the failure of any Invitee to pay for and
accept delivery of Reserved Securities which have been orally confirmed by the end of the first business day following the date
of this Agreement or (2) related to, or arising out of or in connection with, the offering of the Reserved Securities.
SECTION
8. Contribution. If the indemnification provided for in SECTION 7 hereof is
for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering
of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions,
or in connection with any violation of the nature referred to in SECTION 7(a)(ii)(A) hereof, which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The
relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering
of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds
from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, on the one
hand, and the total underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover
of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.
The
relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission, or any violation of the nature
referred to in SECTION 7(a)(ii)(A).
The
Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this SECTION 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in this SECTION 8. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this SECTION 8 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding
the provisions of this SECTION 8, no Underwriter shall be required to contribute any amount in excess of the underwriting discount
received by such Underwriter in connection with the Securities underwritten by it and distributed to the public.
No
person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ respective
obligations to contribute pursuant to this SECTION 8 are several in proportion to the number of Firm Depositary Shares set forth
opposite their respective names in Schedule A hereto and not joint.
For
purposes of this SECTION 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and each Underwriter’s Affiliates, officers, directors and selling agents shall
have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed
the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.
SECTION
9. Representations, Warranties and Agreements to Survive. The indemnity and
contribution provisions contained in SECTION 7 and SECTION 8 hereof, and all representations, warranties and agreements
contained in this Agreement or in certificates of officers of the Company or any of its Subsidiaries submitted pursuant hereto,
shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter
or its Affiliates, officers, directors and or selling agents, any person controlling any Underwriter or the Company’s officers
or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.
SECTION
10. Termination of Agreement.
(a) Termination.
The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time, (i) if
there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material
Adverse Effect, (ii) if there has occurred any material adverse change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial or economic conditions, including without limitation
as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (iii) if trading
in any securities of the Company has been suspended or materially limited by the Commission, or Nasdaq, (iv) if trading generally
on the New York Stock Exchange or Nasdaq has been suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or
any other governmental agency or body, (v) if a material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a general
moratorium on commercial banking activities has been declared by either federal, New York or Commonwealth of Pennsylvania authorities
or if there is a material disruption in commercial banking or securities settlement or clearance services in the United States.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other
party except as provided in SECTION 4 hereof, and provided further that SECTION 1, SECTION 6, SECTION 7, SECTION 8, SECTION 9,
SECTION 14, SECTION 15, SECTION 16 and SECTION 17 shall survive such termination and remain in full force and effect.
SECTION
11. Default by One or More of the Underwriters. If one or more of the Underwriters
shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under
this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter,
to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less
than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Representatives shall not have completed such arrangements within such 24-hour period, then:
(i) if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(ii) if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company
to sell, the Option Depositary Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the
part of any non-defaulting Underwriter.
No
action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In
the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which
is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company
to sell the relevant Option Depositary Shares, as the case may be, either the Representatives or the Company shall have the right
to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order
to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other
documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter
under this SECTION 11.
SECTION
12. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives care of KBW at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention of Xxxxxxx X. Xxxxx, Director, Capital Markets, e-mail: xxxxxx@xxx.xxx with a copy to Xxxxxx Xxxxxxx Xxxxx &
Scarborough LLP, 000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, Attention: Xxxxxxxx Xxxxxxx and Xxxxx Xxxxxx; and notices
to the Company shall be directed to TriState Capital Holdings, Inc., One Oxford Centre, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000, Attention: Xxx Xxxx, Chairman, President and Chief Executive Officer, with a copy to Xxxxxxxxx & Xxxxxxx
LLP, One CityCenter, 000 Xxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, Attention: Xxxxxxx Xxxx and Xxxxxxxxxxx XxXxxxxx.
SECTION
13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees
that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public
offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between
the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities
and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary
of the Company or any of its Subsidiaries or its shareholders, creditors, employees or any other party, (c) no Underwriter has
assumed or will assume an advisory or fiduciary responsibility in favor of the Company in connection with the offering of the
Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company
or any of its Subsidiaries on other matters) or any other obligation to the Company in connection with the offering of the Securities
except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not
provided any legal, accounting, financial, regulatory or tax advice in connection with the offering of the Securities and the
Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.
SECTION
14. Parties. This Agreement shall each inure to the benefit of and be binding
upon the Underwriters, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended
or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective successors
and the indemnified parties referred to in SECTION 7 and SECTION 8 hereof and their heirs and legal representatives, any legal
or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and
their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs
and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.
SECTION
15. Trial by Jury. Each of the Company (on its behalf and, to the extent permitted
by applicable law, on behalf of its shareholders and affiliates) and the Underwriters hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.
SECTION
16. GOVERNING LAW. THIS AGREEMENT, ANY TRANSACTION CONTEMPLATED HEREUNDER AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF
ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
SECTION
17. Consent to Jurisdiction. Each of the parties hereto agrees that any legal
suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted
in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or
(ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified
Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any Specified Court, as to which such jurisdiction is non-exclusive) of the Specified Courts in any
such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set
forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the
parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in
the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any
such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.
SECTION
18. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE
SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION
19. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
The exchange of copies of this Agreement and of signature pages by facsimile or other electronic means shall constitute effective
execution and delivery of this Agreement by the parties hereto and may be used in lieu of the original signature pages to this
Agreement for all purposes.
SECTION
20. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION
21. Entire Agreement; Amendments. This Agreement constitutes the entire Agreement
of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings
and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified unless in writing by
all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party that
the condition is meant to benefit.
If
the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company
in accordance with its terms.
[Signature Page to
Underwriting Agreement]
CONFIRMED AND
ACCEPTED,
as of
the date first above written:
XXXXX, XXXXXXXX
& XXXXX, INC.
By: |
/s/
Xxxxx Xxxxx |
|
|
Name: Xxxxx
Xxxxx |
|
Title: Managing
Director |
XXXXXXX
XXXXX & ASSOCIATES, INC.
By: |
/s/
Xxxx Xxxxx |
|
|
Name: Xxxx
Xxxxx |
|
Title: Managing
Director |
|
|
|
Each for
itself and as Representatives of the other Underwriters named in Schedule A hereto. |
[Signature Page to
Underwriting Agreement]
SCHEDULE
A
The
initial public offering price per share for the Securities shall be $25.00.
The
purchase price per share for the Securities to be paid by the several Underwriters shall be $24.2125, being an amount equal to
the initial public offering price set forth above less $0.7875 per share.
Name of Underwriter | |
Number of Firm Depositary Shares | |
Xxxxx, Xxxxxxxx & Xxxxx, Inc. | |
| 1,260,000 | |
Xxxxxxx Xxxxx & Associates, Inc. | |
| 1,120,000 | |
X. Xxxxx FBR, Inc. | |
| 140,000 | |
Boenning & Scattergood, Inc. | |
| 140,000 | |
Xxxxxxxx Inc. | |
| 140,000 | |
Total | |
| 2,800,000 | |
SCHEDULE B
Issuer
Free Writing Prospectuses
1. Final
Term Sheet
SCHEDULE C
Subsidiaries
of the Company
| 2. | Chartwell
Investment Partners, LLC |
| 3. | Chartwell
TSC Securities Corp. |
| 4. | Meadowood
Asset Management, LLC (Subsidiary of the Bank) |
SCHEDULE D
Final
Term Sheet
Filed Pursuant
to Rule 433
Registration
Statement No. 333-222074
TRISTATE CAPITAL
HOLDINGS, INC.
PREFERRED
STOCK, SERIES B
$70,000,000
2,800,000
Depositary Shares, Each Representing a 1/40th Interest in a Share of
TriState Capital
Holdings, Inc.’s
6.375% Fixed-to-Floating
Non-Cumulative Perpetual Preferred Stock, Series B
FINAL
TERM SHEET
Dated
May 21, 2019
This
term sheet supplements the information set forth under “Description of Series B Preferred Stock” in the Preliminary
Prospectus Supplement, dated May 21, 2019, to the Prospectus, dated December 21, 2017 (together, the “Preliminary Prospectus”).
Issuer: |
TriState
Capital Holdings, Inc. |
|
|
Security: |
Depositary
Shares, each representing a 1/40th interest in a share of TriState Capital Holdings, Inc.’s 6.375% Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Preferred Stock”) |
|
|
Expected
Security Rating*: |
[Intentionally
Omitted] |
|
|
Size: |
$70,000,000
(or 2,800,000 Depositary Shares) |
|
|
Underwriter
Option: |
$10,500,000
(or 420,000 Depositary Shares) |
|
|
Public
Offering Price: |
$25
per Depositary Share (equivalent to $1,000 per share of Preferred Stock) |
|
|
Net
Proceeds (Before Expenses): |
$67,795,000 |
|
|
Maturity: |
Perpetual |
|
|
Trade
Date: |
May
21, 2019 |
|
|
Settlement
Date: |
May
29, 2019 (T+5)** |
Dividend
Rate (Non-Cumulative): |
From
and including the original issue date to, but excluding, July 1, 2026, 6.375% and from
and including July 1, 2026, three-month LIBOR (as defined in the Preliminary Prospectus
Supplement) plus 408.8 basis points, in each case, only when, as and if declared
|
Dividend
Payment Dates: |
If
declared, quarterly in arrears, on each of January 1, April 1, July 1 and October 1 beginning July 1, 2019 and ending on July
1, 2026, subject to following business day convention (unadjusted), and thereafter on each of January 1, April 1, July 1,
and October 1 beginning July 1, 2026 in accordance with the modified following business day convention (adjusted) |
|
|
Day
Count: |
From
the original issue date to, but excluding, July 1, 2026, 30/360 and thereafter actual/360 |
|
|
Business
Days: |
From
the original issue date to, but excluding, July 1, 2026, New York and thereafter New York/London |
|
|
Optional
Redemption: |
At
the Issuer’s option, subject to any required regulatory approvals, at a redemption price equal to $1,000 per share of
Preferred Stock (equivalent of $25 per Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared
dividends) to, but excluding, the redemption date, (i) in whole or in part, from time to time, on any dividend payment date
on or after July 1, 2024 or (ii) in whole but not in part at any time within 90 days following a regulatory capital treatment
event as described and subject to limitations in the Preliminary Prospectus. Holders of Depositary Shares will
not have the right to require redemption or repurchase. |
|
|
Listing: |
The
Issuer has filed an application to list the Depositary Shares on the Nasdaq Global Select Market under the symbol “TSCBP.”
If the application is approved, trading of the Depositary Shares is expected to begin within 30 days after the original issue
date |
Joint
Book-Running Managers: |
Xxxxx,
Xxxxxxxx & Xxxxx, A Xxxxxx Company
Xxxxxxx
Xxxxx |
|
|
Co-Managers: |
X.
Xxxxx FBR
Boenning
& Scattergood
Xxxxxxxx
Inc. |
|
|
CUSIP/ISIN
for the Depositary Shares: |
89678F
506 / US89678F5061 |
*A securities rating
is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that
delivery of the Depositary Shares will be made in book-entry form only through the facilities of The Depository Trust Company
against payment therefor on or about May 29, 2019, which will be the fifth business day following the date hereof (such settlement
being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary
market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the Depositary Shares prior to the delivery of the Depositary Shares hereunder will
be required, by virtue of the fact that the Depositary Shares initially settle in T+5, to specify an alternate settlement arrangement
at the time of any such trade to prevent a failed settlement. Purchasers of the Depositary Shares who wish to trade the Depositary
Shares prior to their date of delivery hereunder should consult their advisors.
Neither the
Depositary Shares nor the Preferred Stock is a savings account, deposit or other obligation of any of the Issuer’s bank
or non-bank subsidiaries and neither is insured by the Federal Deposit Insurance Corporation or any other governmental agency
or instrumentality.
TriState
Capital Holdings, Inc. (the “Issuer”) has filed a registration statement (including a preliminary prospectus supplement
and a prospectus) with the United States Securities and Exchange Commission (the “SEC”) for the offering to which
this communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed
with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting
XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the joint book-running managers will arrange to send you the prospectus
supplement and the prospectus if you request them by contacting Xxxxx, Xxxxxxxx & Xxxxx, A Xxxxxx Company at 000 Xxxxxxx Xxxxxx,
Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, by e-mail at XXXxxxxxxXxxxxxx@xxx.xxx, by fax at 000-000-0000, or by calling 1-800-966-1559
or Xxxxxxx Xxxxx & Associates, Inc. at Attention: Equity Syndicate, 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, by
calling 000-000-0000 or by email at xxxxxxxxxx@xxxxxxxxxxxx.xxx.