●] Shares BANKWELL FINANCIAL GROUP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • New York
Bankwell Financial Group, Inc., a Connecticut corporation (the “Company”) confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler”), Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,’ which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler and KBW are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company of an aggregate of [●] shares of Common Stock, no par value per share of the Company (“Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of shares of Common Stock in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock. The af
●] Shares BANKWELL FINANCIAL GROUP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • New York
Bankwell Financial Group, Inc., a Connecticut corporation (the “Company”) confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler”), Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,’ which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler and KBW are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company of an aggregate of [●] shares of Common Stock, no par value per share of the Company (“Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of shares of Common Stock in the respective amounts set forth in Schedule A hereto. The aforesaid [●] shares of Common Stock to be purchased by the Underwriters are hereinafter called the “Securities.”
010-9421-7257/4/AMERICAS SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 19, 2022 and is made by and among BANKWELL FINANCIAL GROUP, INC., a Connecticut corporation (the...Subordinated Note Purchase Agreement • August 19th, 2022 • Bankwell Financial Group, Inc. • State commercial banks • New York
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of November___, 2022 effective January 1, 2023 by and among COURTNEY E. SACCHETTI (the "Executive") on the one side, and BANKWELL FINANCIAL GROUP, INC., a...Employment Agreement • March 8th, 2023 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • October 18th, 2021 • Bankwell Financial Group, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 14, 2021 and is made by and between BANKWELL FINANCIAL GROUP, INC., a Connecticut corporation (the “Company”), and each purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This Indemnification Agreement (the “Agreement”), dated as of November 20, 2013, is entered into by and among Bankwell Financial Group, Inc., a Connecticut corporation (the “Company”), its wholly-owned subsidiary, Bankwell Bank, a Connecticut state commercial bank (the “Bank”), and ___________________ (the “Indemnitee”). Unless a distinction is appropriate, the term “Company” in this Agreement shall include the Bank.
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 31, 2014 BY AND BETWEEN BANKWELL FINANCIAL GROUP, INC. AND QUINNIPIAC BANK & TRUST COMPANYAgreement and Plan of Merger • June 26th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March 31, 2014, by and between Bankwell Financial Group, Inc., a Connecticut corporation (“BWFG”), and Quinnipiac Bank & Trust Company, a Connecticut chartered bank (“QBT”).
AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of February 5, 2020 (the “Effective Date”), by and among Bankwell Financial Group, Inc., a Connecticut corporation (the “Company”), and Lawrence B. Seidman, an individual...Agreement This Agreement • February 28th, 2020 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2013, by and among Bankwell Financial Group, Inc., a Connecticut corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Christopher R. Gruseke Employment AgreementGruseke Employment Agreement • March 16th, 2017 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2016, by and among Christopher Gruseke (the “Executive”) on the one side, and Bankwell Financial Group, Inc. a Connecticut bank holding company (the “Company”) and its wholly-owned bank subsidiary, Bankwell Bank (the “Bank”). Unless a distinction is appropriate, the term “Company” in this Agreement shall include the Bank.
Christopher Gruseke Employment AgreementChristopher Gruseke Employment Agreement • March 16th, 2015 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into as of February 25, 2015, by and among Christopher Gruseke (the “Executive”) on the one side, and Bankwell Financial Group, Inc. a Connecticut bank holding company (the “Company”) and its wholly-owned bank subsidiary, Bankwell Bank (the “Bank”). Unless a distinction is appropriate, the term “Company” in this Agreement shall include the Bank.
Form of Tax Opinion]Bankwell Financial Group, Inc. • June 26th, 2014 • State commercial banks
Pursuant to the Agreement and Plan of Merger dated as of March 31, 2014 (the “Merger Agreement”) by and between Bankwell Financial Group, Inc., a Connecticut corporation (“BWFG”), and Quinnipiac Bank & Trust Company, a Connecticut chartered bank (“QBT”), QBT is to merge with and into Bankwell Bank (“Bank”), a Connecticut chartered bank and wholly owned subsidiary of BWFG, with the Bank surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Merger Agreement.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 19th, 2015 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This NOTE PURCHASE AGREEMENT, dated as of August 19, 2015 (this "Purchase Agreement"), is by and among Bankwell Financial Group, Inc., a Connecticut corporation (the "Company"), and the purchasers named on Schedule A (each, a "Purchaser" and together, "Purchasers").
Employment AgreementEmployment Agreement • November 12th, 2013 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This Employment Agreement (the "Agreement") is made and entered into as of April 16, 2012, by and among Peyton R. Patterson (the "Executive") on the one side, and BNC Financial Group, Inc. a Connecticut bank holding company (the "Company") and its two wholly-owned bank subsidiaries, The Bank of New Canaan and The Bank of Fairfield (collectively, the "Banks"). Unless a distinction is appropriate, the term "Company" in this Agreement shall include the Banks.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 2013 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 14, 2013, by and among BNC Financial Group Inc., a Connecticut corporation (“BNC”), The Bank of New Canaan, a Connecticut banking corporation and a wholly owned subsidiary of BNC (the “Bank” and together with BNC, the “Companies”) and The Wilton Bank, a Connecticut banking corporation (“Wilton”).
BANKWELL FINANCIAL GROUP, INC.Bankwell Financial Group, Inc. • August 19th, 2015 • State commercial banks • Connecticut
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE NOTE PURCHASE AGREEMENT AND THE TERMS OF THE SECURITIES, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
ORGANIZER WARRANT AGREEMENTOrganizer Warrant Agreement • October 1st, 2014 • Bankwell Financial Group, Inc. • State commercial banks
ORGANIZER WARRANT AGREEMENT (this "Agreement") governs those Organizer Warrant Certificates (as more specifically described below) issued by Quinnipiac Bank & Trust Company (the "Bank").
FIRST AMENDMENT TO AGREEMENT This First Amendment to Agreement (this “Amendment”), is made as of July 30, 2022, by and among Bankwell Financial Group, Inc., a Connecticut corporation (“Bankwell”) and Lawrence B. Seidman, an individual (“Seidman”)....To Agreement • August 8th, 2022 • Bankwell Financial Group, Inc. • State commercial banks
Penko Ivanov Employment AgreementPenko Ivanov Employment Agreement • November 9th, 2016 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into as of September 26, 2016 effective September 26, 2016 by and among Penko Ivanov (the “Executive”) on the one side, and Bankwell Financial Group, Inc., a Connecticut bank holding company (the “Company”) and its wholly-owned bank subsidiary, Bankwell Bank (the "Bank") on the other. Unless a distinction is appropriate, the term "Company" in this Agreement shall include the Bank.
David Dineen Employment AgreementDavid Dineen Employment Agreement • August 9th, 2016 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into as of July 11, 2016 effective July 11, 2016 by and among David Dineen (the “Executive”) on the one side, and Bankwell Financial Group, Inc., a Connecticut bank holding company (the “Company”) and its wholly-owned bank subsidiary, Bankwell Bank (the "Bank"). Unless a distinction is appropriate, the term "Company" in this Agreement shall include the Bank.
