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.
2,400,000 Depositary Shares Each Representing a 1/100th Interest in a Share ofUnderwriting 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
