SWS GROUP, INC. (a Delaware corporation) 4,347,827 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • December 4th, 2009 • SWS Group Inc • Security brokers, dealers & flotation companies • New York
SWS Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative(s) (in such capacity, the “Representative(s)”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.10 per share, of the Company (“Common Stock”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 652,174 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,347,827 shar
