Heritage Commerce Corp UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2017 • Heritage Commerce Corp • State commercial banks • New York
HERITAGE COMMERCE CORP, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of $40,000,000 principal amount of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”). The Notes will be issued pursuant to a Subordinated Indenture, to be dated on or about May 26, 2017, as supplemented by the First Supplemental Indenture to be dated on or about May 26, 2017 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).
