Sun Bancorp, Inc. Vineland, New Jersey 08360 Ladies and Gentlemen:Securities Purchase Agreement • April 13th, 2011 • WLR SBI AcquisitionCo, LLC • Commercial banks, nec • New York
Reference is hereby made to (i) the Securities Purchase Agreement, dated as of July 7, 2010 (the “Securities Purchase Agreement”), between Sun Bancorp, Inc., a New Jersey corporation (the “Company”), and WLR SBI AcquisitionCo, LLC, a Delaware limited liability company (“WLR”); (ii) the notice given by the Company to WLR, dated as of March 3, 2011, notifying WLR of its gross-up right under Section 4.7 of the Securities Purchase Agreement (the “Gross-Up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 25,000,000 shares (the “Initial Shares”) of its common stock, par value $1.00 per share (“Common Stock”), for $3.00 per share of Common Stock (the “Offering Price”), plus an additional 3,750,000 shares of Common Stock to cover over-allotments (the “Option Securities”); (iii) the notice given by WLR, dated as of March 11, 2011, notifying the Company of WLR’s intention to exercise the Gross-Up Right with respect to the Common Stock issued in the Offerin
