Maximum of 5,000,000 Shares FARMERS NATIONAL BANC CORP. AGENCY AGREEMENTAgency Agreement • December 23rd, 2010 • Farmers National Banc Corp /Oh/ • State commercial banks • New York
Farmers National Banc Corp., an Ohio corporation (the “Company”), and The Farmers’ National Bank of Canfield, a national banking association (the “Bank”), confirm their agreement with Sandler O’Neill & Partners, L.P. (the “Agent”) with respect to the offer and sale by the Company of up to 5,000,000 common shares, without par value (the “Shares”).
STANDBY PURCHASER AGREEMENTPurchaser Agreement • December 23rd, 2010 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This letter confirms our agreement with respect to the intention of Farmers National Banc Corp., an Ohio corporation (the “Company”), to raise additional capital through a rights offering, with oversubscription privileges, of up to 5,000,000 (the “Underlying Shares”) of the Company’s common shares, no par value per share (the “Common Shares”), to its shareholders of record as of October 25, 2010 (“Rights Offering”) with the participation of standby purchasers for any unsubscribed shares in the Rights Offering (The Rights Offering and the offering to standby purchasers are hereinafter referred to as the “Offering”). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Prospectus (as hereinafter defined).
