Bridgewater Bancshares Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 8th, 2021 • Bridgewater Bancshares Inc • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 8, 2021 and is made by and among Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

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BRIDGEWATER BANCSHARES, INC. As Issuer, and U.S. BANK NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of July 8, 2021 3.250% Fixed-to-Floating Rate Subordinated Notes due 2031
Bridgewater Bancshares Inc • July 8th, 2021 • State commercial banks

This INDENTURE dated as of July 8, 2021 is between Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

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SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • June 19th, 2020 • Bridgewater Bancshares Inc • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 19, 2020, and is made by and among Bridgewater Bancshares, Inc., a Minnesota corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Bridgewater Bancshares, Inc.
Restricted Stock Award Agreement • April 28th, 2023 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

The Participant specified below is hereby granted a restricted stock award (the “Award”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“Award Agreement”).

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Bridgewater Bancshares, Inc. Employment Agreement
Employment Agreement • March 7th, 2023 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

This Employment Agreement (“Agreement”) is made and entered into as of January 1, 2022 (the “Effective Date”), by and among Bridgewater Bancshares, Inc. (the “Company”), Bridgewater Bank (the “Bank” and together with the Company, the “Employer”) and Mary Jayne Crocker (“Executive,” and together with the Company, the “Parties”).

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Bridgewater Bancshares, Inc.
Nonqualified Stock Option Award Agreement • April 28th, 2023 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

The Participant specified below is hereby granted a nonqualified stock option (the “Option”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award Agreement”).

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EXCHANGE AGREEMENT BY AND BETWEEN BRIDGEWATER BANCSHARES, INC. AND EJF SIDECAR FUND, SERIES LLC – SERIES E DATED AS OF OCTOBER 25, 2018
Exchange Agreement • October 26th, 2018 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

This EXCHANGE AGREEMENT is made and entered into as of October 25, 2018 (this “Agreement”) by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and EJF Sidecar Fund, Series LLC – Series E, a Delaware limited liability company (the “Investor”).

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bridgewater bancshares, inc.
Incentive Stock Option Award Agreement • April 28th, 2023 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

The Participant specified below is hereby granted an incentive stock option (the “Option”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“Award Agreement”).

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LOAN AND SECURITY AGREEMENT By and Between BRIDGEWATER BANCSHARES, INC. and SERVISFIRST BANK March 1, 2021
Loan and Security Agreement • March 5th, 2021 • Bridgewater Bancshares Inc • State commercial banks • Alabama

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2021, by and between BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).

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SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 8th, 2021 • Bridgewater Bancshares Inc • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 8, 2021, and is made by and among Bridgewater Bancshares, Inc., a Minnesota corporation (“Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Bridgewater Bancshares, Inc. Common Stock par value $0.01 per share Underwriting Agreement
Underwriting Agreement • February 16th, 2018 • Bridgewater Bancshares Inc • State commercial banks • New York

Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell, and the shareholders listed in Schedule II hereto (the “Selling Shareholders”), acting severally and not jointly, propose to sell, subject to the terms and conditions stated herein, to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of: (i) [·] shares of the voting common stock, par value $0.01 per share (“Stock”), of the Company, (ii) [·] shares of the non-voting common stock, par value $0.01 per share, of the Company (such shares, the “Non-Voting Shares”), which will be converted into an identical number of shares of Stock pursuant hereto (such shares of Stock, together with the Stock referenced in clause (i), the “Firm Shares”), and (iii) at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Opt

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BRIDGEWATER BANCSHARES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • August 8th, 2019 • Bridgewater Bancshares Inc • State commercial banks

THIS AGREEMENT is made as of the Grant Date set forth above by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and the Optionee named above, who is an employee of or provider of services to the Company or an Affiliate of the Company (the “Optionee”).

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BRIDGEWATER BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT
Consent Agreement • February 16th, 2018 • Bridgewater Bancshares Inc • State commercial banks

THIS AGREEMENT is made as of the Grant Date set forth above by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and the Optionee named above, who is an employee of the Company or an Affiliate of the Company (the “Optionee”).

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Bridgewater Bancshares, Inc.
Restricted Stock Unit Award Agreement • March 7th, 2024 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).

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BRIDGEWATER BANCSHARES, INC. STOCK OPTION AGREEMENT
Combined Incentive and Non • February 16th, 2018 • Bridgewater Bancshares Inc • State commercial banks

THIS AGREEMENT is made as of the Grant Date set forth above by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and the Optionee named above, who is an employee of or provider of services to the Company or an Affiliate of the Company (the “Optionee”).

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PLEDGE AGREEMENT
Pledge Agreement • March 5th, 2021 • Bridgewater Bancshares Inc • State commercial banks • Alabama

THIS PLEDGE AGREEMENT is made and entered into as of March 1, 2021, by and between BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).

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Bridgewater Bancshares, Inc.
Bridgewater Bancshares Inc • April 26th, 2019 • State commercial banks • Minnesota

The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 1st, 2022 • Bridgewater Bancshares Inc • State commercial banks • Alabama

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 1, 2022 by and between BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).

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Bridgewater Bancshares, Inc.
Restricted Stock Unit Award Agreement • April 28th, 2023 • Bridgewater Bancshares Inc • State commercial banks • Minnesota

The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).

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DEPOSIT AGREEMENT among BRIDGEWATER BANCSHARES, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Depositary and COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY...
Deposit Agreement • August 17th, 2021 • Bridgewater Bancshares Inc • State commercial banks • New York

This DEPOSIT AGREEMENT, dated as of August 17, 2021, is entered into among (i) BRIDGEWATER BANCSHARES, INC., a Minnesota corporation, (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), and (iii) the Holders (as hereinafter defined) from time to time of the Receipts described herein.

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Bridgewater Bancshares, Inc.
Bridgewater Bancshares Inc • April 26th, 2019 • State commercial banks • Minnesota

The Participant specified below is hereby granted a nonqualified stock option (the “Option”) by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award Agreement”).

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2,400,000 Depositary Shares Each Representing a 1/100th Interest in a Share of
Underwriting Agreement • August 17th, 2021 • Bridgewater Bancshares Inc • State commercial banks

Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), proposes to (i) issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), an aggregate of 2,400,000 depositary shares (the “Initial Depositary Shares”), each such depositary share representing ownership of a 1/100th interest in a share of the Company’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share (the “Preferred Stock”), and (ii) grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 360,000 additional depositary shares (the “Option Depositary Shares” and together with the Initial Depositary Shares, the “Depositary Shares”). Shares of Preferred Stock will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Computershare Inc. a

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