NATIONAL BANK HOLDINGS CORPORATION Class A Common Stock, $0.01 par value per share Underwriting AgreementUnderwriting Agreement • September 17th, 2012 • National Bank Holdings Corp • National commercial banks • New York
The stockholders of National Bank Holdings Corporation, a Delaware corporation (the “Company”) named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,150,000 shares of Class A Common Stock, par value $0.01 per share (“Stock”), and, at the election of the Underwriters, up to 1,072,460 additional shares of Stock of the Company. The aggregate of 7,150,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,072,460 additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
