OceanFirst Financial Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York
Contract Type FiledSeptember 21st, 2016 Company Industry JurisdictionOCEANFIRST FINANCIAL CORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $35,000,000 principal amount of its 5.125% Fixed-to-Floating Rate Subordinated Notes (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, dated September 21, 2016, and a first supplemental indenture to be dated as of September 21, 2016 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).