●] 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.”
