UMPQUA HOLDINGS CORPORATION 15,000,000 Shares of Common Stock Underwriting AgreementUmpqua Holdings Corp • August 12th, 2014 • Savings institution, federally chartered • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Umpqua Holdings Corporation, an Oregon corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 15,000,000 shares of common stock, no par value per share, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding following the sale of the Shares are referred to herein as the “Stock”. To the extent there are no Underwriters listed in Schedule 1 hereto other than J.P. Morgan Securities LLC, the terms “Representative,” “Underwriter” and “Underwriters” shall refer solely to J.P. Morgan Securities LLC.
