0001193125-16-751378 Sample Contracts

Enterprise Financial Services Corp
Underwriting Agreement • October 28th, 2016 • Enterprise Financial Services Corp • State commercial banks • New York

Enterprise Financial Services Corp, a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill + Partners, L.P. (the “Underwriter”) with respect to the issue and sale by the Company, and the purchase by the Underwriter of $50,000,000 aggregate principal amount of the Company’s 4.75% Fixed to Floating Rate Subordinated Notes due November 1, 2026 (the “Securities”). The Securities are to be issued pursuant to a subordinated indenture to be dated as of November 1, 2016 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of November 1, 2016, between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

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