UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2013 • Carlyle Financial Services, Ltd. • State commercial banks • New York
BP Holdco, L.P. (the “Selling Stockholder”), a shareholder of Boston Private Financial Holdings, Inc., a Massachusetts corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters listed in Schedule I an aggregate of 3,900,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 585,000 additional shares (the “Optional Shares”) of common stock, par value $1.00 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
