] Shares of Common Stock LIVE OAK BANCSHARES, INC. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2015 • Live Oak Bancshares, Inc. • State commercial banks • New York
Live Oak Bancshares, Inc., a North Carolina corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler”), Keefe, Bruyette & Woods, Inc. (“KBW”), SunTrust Robinson Humphrey, Inc. (“SunTrust”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler, KBW and SunTrust are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [•] shares of Common Stock, no par value per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additiona
