7,700,000 Shares* PINNACLE FINANCIAL PARTNERS, INC. Common Stock UNDERWRITING AGREEMENTPinnacle Financial Partners Inc • June 11th, 2009 • National commercial banks • New York
Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 7,700,000 shares of its common stock, par value $1.00 per share (the “Common Stock”). The aggregate of 7,700,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 1,155,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
