FIDELITY SOUTHERN CORPORATION (a Georgia corporation) 48,200 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2012 • Fidelity Southern Corp • State commercial banks • New York
Fidelity Southern Corporation, a Georgia corporation (the “Company”), Fidelity Bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with — and — (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom — and — are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation preference amount $1,000 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 48,200 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.”
