MIDWESTONE FINANCIAL GROUP, INC. COMMON STOCK, $1.00 PAR VALUE PER SHARE UNDERWRITING AGREEMENT March 17, 2017Underwriting Agreement • March 21st, 2017 • MidWestOne Financial Group, Inc. • State commercial banks • New York
MidWestOne Financial Group, Inc., an Iowa corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to Keefe, Bruyette & Woods, Inc. (the “Underwriter”), and the John M. Morrison Revocable Trust #4 (the “Selling Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriter, an aggregate of 2,500,000 shares of the Company’s common stock, par value $1.00 per share, of which (a) 500,000 shares are to be issued and sold by the Company (the “Firm Primary Shares”), and (b) 2,000,000 shares are to be sold by the Selling Shareholder (the “Firm Secondary Shares” and, together with the Firm Primary Shares, the “Firm Shares”). The Company also proposes to issue and sell to the Underwriter not more than an aggregate of 250,000 shares of the Company’s common stock, $1.00 par value per share (the “Additional Shares”) if and to the extent that you, as Underwriter of the offering,
