BOFI HOLDING, INC. 1,066,327 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2010 • BofI Holding, Inc. • Savings institution, federally chartered • New York
BofI Holding, Inc., a Delaware corporation (the “Company”), proposes, to issue and sell to B. Riley & Co., LLC (the “Underwriter”), pursuant to this Underwriting Agreement (this “Agreement”) an aggregate of 1,066,327 shares (the “Firm Shares”) of common stock, $0.01 par value (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriter the option to purchase from the Company up to an additional 159,949 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
