Sun Bancorp, Inc. Vineland, New Jersey 08360 Ladies and Gentlemen:Securities Purchase Agreement • April 12th, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York
Reference is hereby made to (i) the Securities Purchase Agreement, dated as of July 7, 2010 (the “Securities Purchase Agreement”), between Sun Bancorp, Inc., a New Jersey corporation (the “Company”) and Maycomb Holdings II, LLC, Maycomb Holdings III, LLC, and Maycomb Holdings IV, LLC (“Siguler”); (ii) the notice given by the Company to Siguler, dated as of March 3, 2011, notifying Siguler of its gross-up right under Section 4.7 of the Securities Purchase Agreement (the “Gross-Up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 25,000,000 shares (the “Initial Shares”) of its common stock, par value $1.00 per share (“Common Stock”) for $3.00 per share of Common Stock (the “Offering Price”), plus an additional 3,750,000 shares of Common Stock to cover over-allotments (the “Option Securities”); (iii) the notice given by Siguler, dated as of March 14, 2011, notifying the Company of Siguler’s intention to exercise the Gross-Up Right with respect to the
Sun Bancorp, Inc. Vineland, New Jersey 08360 Ladies and Gentlemen:Securities Purchase Agreement • April 12th, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York
Reference is hereby made to (i) the Securities Purchase Agreement, dated as of July 7, 2010 (the “Securities Purchase Agreement”), between Sun Bancorp, Inc., a New Jersey corporation (the “Company”), and WLR SBI AcquisitionCo, LLC, a Delaware limited liability company (“WLR”); (ii) the notice given by the Company to WLR, dated as of March 3, 2011, notifying WLR of its gross-up right under Section 4.7 of the Securities Purchase Agreement (the “Gross-Up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 25,000,000 shares (the “Initial Shares”) of its common stock, par value $1.00 per share (“Common Stock”), for $3.00 per share of Common Stock (the “Offering Price”), plus an additional 3,750,000 shares of Common Stock to cover over-allotments (the “Option Securities”); (iii) the notice given by WLR, dated as of March 11, 2011, notifying the Company of WLR’s intention to exercise the Gross-Up Right with respect to the Common Stock issued in the Offerin
Sun Bancorp, Inc. Vineland, New Jersey 08360 Ladies and Gentlemen:Securities Purchase Agreement • April 12th, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York
Reference is hereby made to (i) the Securities Purchase Agreement, dated as of July 7, 2010 (the “Securities Purchase Agreement”), between Sun Bancorp, Inc., a New Jersey corporation (the “Company”) and Bernard A. Brown, Sidney R. Brown, Jeffrey S. Brown, Anne E. Koons, The Four B’s, NFI Interactive Logistics, LLC, National Distribution Centers, L.P. and National Freight, Inc. (each, an “Investor” and collectively, the “Investors”); (ii) the notice given by the Company to the Investors, dated as of March 3, 2011, notifying the Investors of their gross-up right under Section 4.7 of the Securities Purchase Agreement (the “Gross-Up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 25,000,000 shares (the “Initial Shares”) of its common stock, par value $1.00 per share (“Common Stock”) for $3.00 per share of Common Stock (the “Offering Price”), plus an additional 3,750,000 shares of Common Stock to cover over-allotments (the “Option Securities”); (iii)
