0001571049-14-001062 Sample Contracts

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.

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Employment Agreement
Employment Agreement • April 4th, 2014 • Bankwell Financial Group, Inc. • State commercial banks • Connecticut

This Employment Agreement (the “Agreement”) is made and entered into as of April 23, 2013 by and among Ernest J. Verrico, Sr. (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 DATED AS OF MARCH 31, 2014 BY AND BETWEEN BANKWELL FINANCIAL GROUP, INC. AND QUINNIPIAC BANK & TRUST COMPANY
Agreement and Plan of Merger • April 4th, 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”).

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