Bankwell Financial Group, Inc. Sample Contracts

●] Shares BANKWELL FINANCIAL GROUP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENT
Underwriting 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

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●] Shares BANKWELL FINANCIAL GROUP, INC. Common Stock, no par value per share UNDERWRITING AGREEMENT
Underwriting 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.”

SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENT
Securities 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.

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Form 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 AGREEMENT
Indemnification 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 COMPANY
Agreement 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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 Agreement
Gruseke 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 Agreement
Christopher 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 AGREEMENT
Note 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 Agreement
Employment 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 MERGER
Agreement 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 AGREEMENT
Organizer 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").

Penko Ivanov Employment Agreement
Penko 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 Agreement
David 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.

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