GATEWAY FINANCIAL HOLDINGS, INC. (A North Carolina Corporation) 2,000,000 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2005 • Gateway Financial Holdings Inc • National commercial banks • New York
Gateway Financial Holdings, Inc., a North Carolina corporation (the “Company”) confirms its agreement with Keefe, Bruyette & Woods, Inc. (the “Underwriter”), with respect to (i) the sale by the Company and the purchase by the Underwriter of the respective numbers of shares of common stock, no par value per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 300,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 2,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 300,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
