1,596,350 Shares CAROLINA FINANCIAL CORPORATION Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2018 • Carolina Financial Corp • State commercial banks • Florida
Carolina Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc. (the “Underwriter”), and the individuals named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter, an aggregate of 1,596,350 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of which (a) 1,500,000 shares are to be issued and sold by the Company (the “Firm Primary Shares”), and (b) 96,350 shares are to be sold by the Selling Stockholders (the “Firm Secondary Shares”), each Selling Stockholder selling the number of Firm Secondary Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto. The Firm Primary Shares and the Firm Secondary Shares are collectively referred to in this Agreement as the “Shares.”
