Fidelity Southern Corporation PLACEMENT AGREEMENTPlacement Agreement • May 18th, 2015 • New York
Contract Type FiledMay 18th, 2015 JurisdictionThe United States Department of the Treasury (the “Selling Security Holder”) will offer to Bidders (as defined below) and will sell directly to the Winning Bidders (as defined in Section 2 hereof), and Deutsche Bank Securities Inc. (the “Placement Agent”) will act as the Selling Security Holder’s exclusive placement agent for the sale of, two warrants (each, a “Warrant”) of Fidelity Southern Corporation, a Georgia corporation, (the “Company”), each representing the right to purchase an aggregate of up to 1,346,873.41 shares (the “Warrant Shares”) of the Company’s common stock, no par value, the “Common Stock”), in a placement (the “Placement”) to “qualified institutional buyers,” as defined in Rule 144A (each, a “QIB”) under the Act (as hereinafter defined), to certain “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D (each an “Institutional Accredited Investor”) under the Act, who have represented to us that they have total assets in excess of $25,0