1,968,509 Shares TOWER BANCORP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 28th, 2009 • Tower Bancorp Inc • State commercial banks • New York
Tower Bancorp, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain securityholders of the Company named in Schedule II hereto (the “Selling Securityholders”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters, an aggregate of 1,986,509 shares of the Company’s common stock, no par value (the “Common Stock”), of which (a) 1,869,159 shares are to be issued and sold by the Company (the “Company Shares”), and (b) 99,350 shares are to be sold by the Selling Securityholders (the “Selling Securityholder Shares”), each Selling Securityholder selling the number of shares set forth opposite such Selling Securityholder’s name in Schedule II hereto. The aggregate of 1,968,509 shares to be purchased from the Company and the Selling Securityholders are called the “Firm Shar
