Shares NORTHEAST BANCORP Common Stock, par value $1.00 per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2012 • Northeast Bancorp /Me/ • State commercial banks • New York
Subject to the terms and conditions stated herein, Northeast Bancorp, a Maine corporation (the “Company”), proposes to issue and sell to Sandler O’Neill & Partners, L.P. (the “Underwriter”) an aggregate of • shares (the “Company Firm Shares”), and R3 FHB Master, L.P. (the “Selling Shareholder”) proposes to sell to the Underwriter, an aggregate of • shares as set forth on Schedule I (the “Selling Shareholder Firm Shares” and together with the Company Firm Shares, the “Firm Shares”), and, at the election of the Underwriter, the Company will issue and sell up to • additional shares (the “Optional Shares”), in each case, of the Company’s voting common stock, $1.00 par value (the “Voting Common Stock”) and the Company’s non-voting common stock, $1.00 par value (the “Non-Voting Common Stock,” together with the Voting Common Stock, the “Common Stock”). (The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called t
