Underwriting AgreementUnderwriting Agreement • September 9th, 2016 • Bank of N.T. Butterfield & Son LTD • Commercial banks, nec • New York
The Bank of N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, for whom you are acting as representatives (the “Representatives”), named in Schedule I hereto (the “Underwriters”) an aggregate of [·] voting ordinary shares, par value BM$ 0.01 per share (“Stock”) of the Company. The entities named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [·] shares of Stock, and the entities affiliated with The Carlyle Group named in Schedule II hereto (the “Carlyle Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to [·] additional shares of Stock. The aggregate of [·] shares of Stock to be sold by the Company and the entities named in Schedule II
