Exhibit 10.14


 


SECURITIES PURCHASE AGREEMENT


 


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”).


 


RECITALS


 


A.           The Company and each Purchaser are executing
and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities
Act.


 


B.            Each Purchaser, severally and not jointly,
wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number
of shares of common stock, no par value per share, of the Company (the “Common Stock”), set forth below such
Purchaser’s name on the signature page of this Agreement (which aggregate amount for all Purchasers together shall be 370,000
shares of Common Stock and shall be collectively referred to herein as the “Shares”).


 


C.            The Company has engaged Sandler O' Neill
& Partners, L.P. as its exclusive placement agent (the “Placement Agent”) for the offering of the Shares.


 


NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Purchasers hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1           Definitions.  In addition
to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings
indicated in this Section 1.1:


 


“Action” means any Proceeding,
inquiry or notice of violation pending or, to the Company’s Knowledge, threatened in writing against the Company, any Subsidiary
or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her
capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental
or administrative agency, regulatory authority, stock market, stock exchange or trading facility.


 


“Affiliate” means, with respect
to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or
is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 




    	 



    	 



    

 


“Agency” has the meaning
set forth in Section 3.1(qq).


 


“Agreement” has the meaning
ascribed to such term in the Preamble.


 


“Bank” means Bankwell
Bank, a Connecticut banking corporation and wholly-owned Subsidiary of the Company.


 


“Bank Regulatory Authorities”
has the meaning set forth in Section 3.1(b)(ii).


 


“BHC Act” has the
meaning set forth in Section 3.1(b)(ii). 


 


“Board” has the meaning set
forth in Section 2.2(a)(iv).


 


“Business Day” means a day,
other than a Saturday or Sunday, on which banks in the City of New York are open for the general transaction of business.


 


“Buy-In” has the meaning
set forth in Section 4.1(e).


 


“Buy-In Price” has the meaning
set forth in Section 4.1(e).


 


“Call Reports” has the meaning
set forth in Section 3.1(mm).


 


“CIBC Act” means the Change
in Bank Control Act.


 


“Closing” means the closing
of the purchase and sale of the Shares pursuant to this Agreement.


 


“Closing Bid Price” means,
for any security as of any date, the last closing price for such security on the Principal Trading Market, as reported by Bloomberg,
or, if the Principal Trading Market begins to operate on an extended hours basis and does not designate the closing bid price then
the last bid price of such security prior to 4:00 p.m., New York City Time, as reported by Bloomberg, or, if the Principal Trading
Market is not the principal securities exchange or trading market for such security, the last closing price of such security on
the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the
foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average
of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC
Markets Group Inc. If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company
and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then the Company
shall, within two Business Days submit via facsimile (a) the disputed determination to an independent, reputable investment bank
selected by the Company and approved by the holder or (b) the disputed arithmetic calculation to the Company’s independent,
outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the holder of the results no later than ten Business Days from the
time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.


 




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“Closing Date” means the
Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of
the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date
as the parties may agree.


 


“Commission” has the meaning
set forth in the Recitals.


 


“Common Stock” has the meaning
set forth in the Recitals, and also includes any securities into which the Common Stock may hereafter be reclassified or changed.


 


“Company Counsel” means Hinckley,
Allen & Snyder, LLP.


 


“Company Deliverables” has
the meaning set forth in Section 2.2(a).


 


“Company Reports” has the
meaning set forth in Section 3.1(mm).


 


“Company’s Knowledge”
means with respect to any statement made to the knowledge of the Company, that the statement is based upon the actual knowledge
of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement
after reasonable investigation.


 


“Control” (including the
terms “controlling”, “controlled by” or “under common control with”) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Department” has the meaning
set forth in Section 3.1(b)(ii).


 


“DTC” means The Depository
Trust Company.


 


“Environmental Laws”
has the meaning set forth in Section 3.1(l).


 


“ERISA” has the meaning set
forth in Section 3.1(ss).


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“FDIC” has the meaning set
forth in Section 3.1(b)(ii).


 




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“Federal Reserve” has the
meaning set forth in Section 3.1(b)(ii).


 


“GAAP” means U.S. generally
accepted accounting principles, as applied by the Company.


 


“Indemnified Person” has
the meaning set forth in Section 4.8(a).


 


“Insurer” has the meaning
set forth in Section 3.1(qq).


 


“Intellectual Property” has
the meaning set forth in Section 3.1(r).


 


“Lien” means any lien, charge,
claim, encumbrance, security interest, right of first refusal, preemptive right or other restriction of any kind.


 


“Legend Removal Date” has
the meaning set forth in Section 4.1(c).


 


“Loan Investor” has the meaning
set forth in Section 3.1(qq).


 


“Material Adverse Effect”
means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a
material and adverse effect on the results of operations, assets, properties, business, condition (financial or otherwise) or prospects
of the Company and the Subsidiaries, taken as a whole, or (iii) any adverse impairment to the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document.


 


“Material Contract” means
any contract of the Company or its Subsidiaries that is material to the operations, results of operations, assets, properties,
business, condition (financial or otherwise) or prospects of the Company and the Subsidiaries, taken as a whole.


 


“Material Permits” has the
meaning set forth in Section 3.1(p).


 


“Money Laundering Laws” has
the meaning set forth in Section 3.1(jj).


 


“National Stock Exchange”
means The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange or the
NYSE MKT.


 


“New York Courts” means the
state and federal courts sitting in the State of New York.


 


“OFAC” has the meaning set
forth in Section 3.1(ii).


 


“Outside Date” means the
fifteenth (15th) day following the date of this Agreement; provided that if such day is not a Business Day, the first
day following such day that is a Business Day.


 




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“Person” means an individual,
corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole
proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.


 


“Placement Agent” has the
meaning set forth in the Recitals.


 


“Principal Trading Market”
means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this
Agreement and the Closing Date, shall be the OTCQB.


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Purchase Price” means $16.75
per Share.


 


“Purchaser Deliverables”
has the meaning set forth in Section 2.2(b).


 


“Regulation D” has the meaning
set forth in the Recitals.


 


“Regulatory Agreement” has
the meaning set forth in Section 3.1(oo).


 


“Required Approvals” has
the meaning set forth in Section 3.1(e).


 


“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Secretary’s Certificate”
has the meaning set forth in Section 2.2(a)(iv).


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Shares” has the meaning
set forth in the Recitals.


 


“Subscription Amount” means
with respect to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as indicated on such Purchaser’s
signature page to this Agreement next to the heading “Aggregate Purchase Price (Subscription Amount)”.


 


“Subsidiary” means the Bank
and any other entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or
similar interest such that it is consolidated with the Company in the financial statements of the Company.


 




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“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market or (ii) if the Common
Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported
in the “pink sheets” by OTC Markets Group Inc. (or any similar organization or agency succeeding to its functions of
reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) and (ii) hereof,
then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE Amex, the NASDAQ Global
Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board (including the OTCQB) on which the
Common Stock is listed or quoted for trading on the date in question.


 


“Transaction Documents” means
this Agreement, the schedules and exhibits attached hereto, and any other documents or agreements executed or delivered in connection
with the transactions contemplated hereunder.


 


“Transfer Agent” means Registrar
& Transfer Company, or any successor transfer agent for the Company.


 


ARTICLE II


PURCHASE
AND SALE


 


2.1          Closing.


 


(a)           Purchase of Shares.  Subject
to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and
each Purchaser shall, severally and not jointly, purchase from the Company, the number of Shares set forth below such Purchaser’s
name on the signature page of this Agreement at a per Share price equal to the Purchase Price.


 


(b)          Closing.  The Closing
of the purchase and sale of the Shares shall take place on the Closing Date remotely by facsimile transmission or other electronic
means as the parties may mutually agree.


 


(c)           Form of Payment.  Unless
otherwise agreed to by the Company and a Purchaser (as to itself only), on the Closing Date, (1) the Company shall deliver to each
Purchaser one or more stock certificates, evidencing the number of Shares set forth on such Purchaser’s signature page to
this Agreement and (2) upon receipt thereof, each Purchaser shall wire its Subscription Amount, in United States dollars and in
immediately available funds, in accordance with the Company’s written wire transfer instructions.  For purposes
of clarity, a Purchaser shall not be required to wire its Subscription Amount until it (or its designated custodian per its delivery
instructions) confirms receipt of its Shares.


 




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2.2          Closing Deliveries.


 


(a)           On or prior to the Closing, the Company
shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):


 


(i)           this Agreement, duly executed
by the Company;




 


(ii)          one or more stock certificates,
evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth
on such Purchaser’s Stock Certificate Questionnaire included as Exhibit A-2 hereto (the “Stock Certificates”);


 


(iii)         a legal opinion of Company
Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit B, executed by such counsel and addressed
to the Purchasers;


 


(iv)         a certificate of the Secretary
of the Company, in the form attached hereto as Exhibit C (the “Secretary’s Certificate”), dated
as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”)
or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents
and the issuance of the Shares, (b) certifying the current versions of the articles of incorporation, as amended, and bylaws,
as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents
and related documents on behalf of the Company;


 


(v)          a certificate of the Chief
Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated
as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and 5.1(b); and


 


(vi)         a
Certificate of Good Standing for the Company from the Connecticut Secretary of State dated as of a recent date.


 


(b)          On or prior to the Closing, each Purchaser
shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):


 


(i)           this Agreement, duly executed
by such Purchaser;


 


(ii)          following its receipt of
the Stock Certificates, its Subscription Amount, in U.S. dollars and in immediately available funds, by wire transfer in accordance
with the Company’s written instructions; and


 


(iii)         a fully completed and duly
executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits
A-1 and A-2 , respectively.


 




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ARTICLE III


REPRESENTATIONS
AND WARRANTIES


 


3.1          Representations and Warranties of
the Company.  The Company hereby represents and warrants as of the date hereof and as of the Closing Date (except
for the representations and warranties that speak as of a specific date, which shall be made as of such date), to each of the Purchasers
that:


 


(a)           Subsidiaries.  The Company
has no direct or indirect Subsidiaries other than those listed in Schedule 3.1(a) hereto. The Company owns, directly or indirectly,
all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued
and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)          Organization and Qualification; Bank
Regulations.


 


(i)             The Company and each of its Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization (as applicable), with the requisite power and authority to own or lease and use its properties
and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of
the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  The
Company and each of its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or
other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, has not had and would not be reasonably
expected to have a Material Adverse Effect.


 


(ii)            The Company is duly registered
as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).  The
Bank is the Company’s only Subsidiary banking institution.  The Bank holds the requisite authority from the Connecticut
Banking Department (the “Department”) to do business as a state-chartered banking corporation under the laws
of the State of Connecticut.  Each of the Company and the Bank is in compliance with all laws administered by the Board
of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation
(the “FDIC”), the Department and any other foreign, federal or state bank regulatory authorities (together with
the Department, the Federal Reserve and the FDIC, the “Bank Regulatory Authorities”) with jurisdiction over
the Company and its Subsidiaries, except for any noncompliance that, individually or in the aggregate, has not had and would not
be reasonably expected to have a Material Adverse Effect.  The deposit accounts of the Bank are insured up to applicable
limits by the FDIC, and all premiums and assessments required to be paid in connection therewith have been paid when due.


 




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(c)           Authorization; Enforcement; Validity.  The
Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of
the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including,
without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each
of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not
limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the
Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith. Each
of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered
in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s
Knowledge, between or among any of the Company’s shareholders.


 


(d)          No Conflicts.  The execution,
delivery and performance by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated
hereby or thereby (including, without limitation, the issuance of the Shares) do not and will not (i) conflict with or violate
any provisions of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or otherwise result
in a violation of the organizational documents of the Company or any Subsidiary, (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would result in a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any Material Contract, or (iii) subject to receipt of the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company is subject (including federal and state securities laws and the rules
and regulations thereunder, assuming the correctness of the representations and warranties made by the Purchasers herein, of any
self-regulatory organization to which the Company or its securities are subject, including the Principal Trading Market), or by
which any property or asset of the Company is bound or affected, except in the case of clauses (ii) and (iii) such as
would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 




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(e)           Filings, Consents and Approvals.  Neither
the Company nor any of its Subsidiaries is required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory
organization (including the Principal Trading Market) or other Person in connection with the execution, delivery and performance
by the Company of the Transaction Documents (including, without limitation, the issuance of the Shares), other than (i) filings
required by applicable state securities laws, (ii) the filing of a Notice of Exempt Offering of Securities on Form D
with the Commission under Regulation D of the Securities Act, (iii) the filings required in accordance with Section 4.6
of this Agreement; and (v) those that have been made or obtained prior to the date of this Agreement (collectively, the “Required
Approvals”).  The Company is unaware of any facts or circumstances relating to the Company or its Subsidiaries
which would be likely to prevent the Company from obtaining or effecting any of the foregoing.


 


(f)            Issuance of the Shares.  The
issuance of the Shares has been duly authorized and the Shares, when issued and paid for in accordance with the terms of the Transaction
Documents, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions
on transfer imposed by applicable securities laws, and shall not be subject to preemptive or similar rights.  Assuming
the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance
with all applicable federal and state securities laws.


 


(g)          Capitalization.  The number
of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether
or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule
3.1(g) hereto. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and
non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws,
and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase
any capital stock of the Company. Except as disclosed on Schedule 3.1(g), (i) no shares of the Company’s outstanding capital
stock are subject to preemptive rights or any other similar rights; (ii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any shares of capital stock of the Company or any Subsidiary, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of capital stock of the Company
or any Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or
any Subsidiary; (iii) there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing indebtedness of the Company or by which the Company is bound; (iv) there are no agreements
or arrangements under which the Company is obligated to register the sale of any of the securities of the Company or any Subsidiary
under the Securities Act; (v) there are no outstanding securities or instruments of the Company or any Subsidiary that contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
of any Subsidiary is or may become bound to redeem a security of the Company or any Subsidiary; (vi) the Company does not have
any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (vii) neither
the Company nor any of its Subsidiaries have any liabilities or obligations not disclosed in the Call Reports, which, individually
or in the aggregate, will have or would reasonably be expected to have a Material Adverse Effect.  There are no securities
or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered
by the issuance of the Shares.


 




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(h)          Reports, Registrations and Statements.  Since
January 1, 2012, the Company and each Subsidiary have filed all material reports, registrations and statements, together
with any required amendments thereto, that it was required to file with the Bank Regulatory Authorities and any other applicable
federal or state securities or banking authorities, including, without limitation, all financial statements and financial information
required to be filed by it under the Federal Deposit Insurance Act and the BHC Act (such financial statements and financial information,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Call
Reports”). All such reports and statements filed with any such regulatory body or authority are collectively referred
to herein as the “Company Reports.” All such Company Reports were filed on a timely basis or the Company of
the applicable Subsidiary, as applicable, received a valid extension of such time of filing and has filed any such Company Reports
prior to the expiration of any such extension.  As of their respective dates, the Company Reports complied in all material
respects with all the rules and regulations promulgated by the Bank Regulatory Authorities and any other applicable foreign, federal
or state securities or banking authorities, as the case may be.


 


(i)            Financial Statements.  The
financial statements of the Company and its Subsidiaries included in the Call Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the applicable Bank Regulatory Authority with respect thereto as in effect
at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during
the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the balance sheet
of the Company and its Subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments, which would not
be material, either individually or in the aggregate.


 


(j)            Tax Matters.  The Company
and each of its Subsidiaries (i) has prepared and filed all foreign, federal and state income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has
set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which
such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to
so pay or file any such tax, assessment, charge or return would not have or reasonably be expected to have a Material Adverse Effect.


 




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(k)           Material Changes.  Since
December 31, 2012, (i) there have been no events, occurrences or developments that have had or would reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material
liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the
ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP, including liabilities contractually incurred in connection with the Company’s pending
acquisition of The Wilton Bank; (iii) the Company has not altered materially its method of accounting or the manner in which
it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued
pursuant to existing Company stock option or stock purchase plans or executive and director arrangements disclosed in the Call
Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under,
any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s
Knowledge, there has not been a material increase in the aggregate dollar amount of: (A) the Bank’s nonperforming loans (including
nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established
on the Company's or Bank's financial statements with respect thereto. Except for the transactions contemplated by this Agreement,
no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business,
properties, operations or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made that has not been publicly disclosed at least one Trading Day prior to the date that
this representation is made.


 


(l)            Environmental Matters.  Neither
the Company nor any of its Subsidiaries (i) is in violation of any statute, rule, regulation, decision or order of any governmental
agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively,
“Environmental Laws”), (ii) owns or operates any real property contaminated with any substance that is
in violation of any Environmental Laws, (iii) is liable for any off-site disposal or contamination pursuant to any Environmental
Laws, or (iv) is subject to any claim relating to any Environmental Laws; in each case, which violation, contamination, liability
or claim has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, to
the Company’s Knowledge, there is no pending or threatened investigation that might lead to such a claim.


 




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(m)          Litigation.  There is
no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents
or the issuance of the Shares or (ii) is reasonably likely to have a Material Adverse Effect, individually or in the aggregate,
if there were an unfavorable decision. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been
the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach
of fiduciary duty.  There has not been, and to the Company’s Knowledge there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former director or officer of the Company.  The
Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the
Company or any of its Subsidiaries under the Exchange Act or the Securities Act.  There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any executive
officers or directors of the Company in their capacities as such, which individually or in the aggregate, has had or would reasonably
be expected to have a Material Adverse Effect.


 


(n)          Employment Matters.  No
labor dispute exists or, to the Company’s Knowledge, is imminent with respect to any of the employees of the Company or any
Subsidiary which would have or reasonably be expected to have a Material Adverse Effect. None of the Company’s or Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and each Subsidiary believes
that its relationship with its employees is good.  To the Company’s Knowledge, no executive officer is, or is now
expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information
agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party,
and to the Company’s Knowledge, the continued employment of each such executive officer does not subject the Company or any
Subsidiary to any liability with respect to any of the foregoing matters.  The Company and each Subsidiary is in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance would not have or reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.  Neither the Company nor any Subsidiary is a party
to or otherwise bound by any consent decree with or citation by any governmental authority relating to employees or employment
practices.  As of the date of this Agreement, no material employee has given notice to the Company or any of its Subsidiaries
of his or her intent to terminate his or her employment or service relationship with the Company or any of its Subsidiaries.


 


(o)          Compliance.  Neither the
Company nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under),
nor has the Company or any of its Subsidiaries received written notice of a claim that it is in default under or that it is in
violation of, any Material Contract (whether or not such default or violation has been waived), (ii) is in violation of any
order of any court, arbitrator or governmental body having jurisdiction over the Company, its Subsidiaries or their respective
properties or assets, or (iii) is in violation of, or in receipt of written notice that it is in violation of, any statute,
rule, regulation, policy or guideline or order of any governmental authority, self-regulatory organization (including the Principal
Trading Market) applicable to the Company or any of its Subsidiaries, or which would have the effect
of revoking or limiting FDIC deposit insurance, except in each case set forth in (i), (ii) and (iii) of this paragraph as
has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 




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(p)          Regulatory Permits.  The
Company and each of its Subsidiaries possess all certificates, authorizations, consents and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except
where the failure to possess such certificates, authorizations, consents or permits, individually or in the aggregate, has not
and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (“Material Permits”),
and (i) neither the Company nor any of its Subsidiaries has received any notice in writing of proceedings relating to the
revocation or material adverse modification of any such Material Permits and (ii) the Company is unaware of any facts or circumstances
that would give rise to the revocation or material adverse modification of any Material Permits.


 


(q)          Title to Assets.  The
Company and each of its Subsidiaries have good and marketable title to all real property and tangible personal property owned by
them which is material to the business of the Company and its Subsidiaries, taken as a whole, in each case free and clear of all
Liens except such as do not materially affect the value of such property or do not interfere with the use made and proposed to
be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company
and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material
and do not interfere with the use made and proposed to be made of such property and facilities by the Company and its Subsidiaries,
as applicable.


 


(r)           Patents and Trademarks.  The
Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications,
trade and service marks, trade and service mark registrations, trade names, copyrights, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”)
necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license
or have such rights has not had or would not reasonably be expected to have a Material Adverse Effect.  Except where
such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect, (a) there are no rights of third parties to any such Intellectual
Property; (b) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property;
(c) there is no pending or threatened Proceeding by others challenging the Company’s and/or any Subsidiary’s rights
in or to any such Intellectual Property; (d) there is no pending or threatened Proceeding by others challenging the validity or
scope of any such Intellectual Property; and (e) there is no pending or threatened Proceeding by others that the Company and/or
any Subsidiary infringes, misappropriates or otherwise violates any patent, trademark, service mark, trade name, copyright, invention,
trade secret, technology, Internet domain name, know-how or other proprietary rights of others.


 




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(s)           Insurance.  The Company
and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as the Company believes to be prudent and customary in the businesses and locations in which and where the Company
and the Subsidiaries are engaged.  All premiums due and payable under all such policies and bonds have been timely paid,
and the Company and its Subsidiaries are in material compliance with the terms of such policies and bonds.  Neither the
Company nor any of its Subsidiaries has received any notice of cancellation of any such insurance, nor, to the Company’s
Knowledge, will it or any Subsidiary be unable to renew their respective existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would be
materially higher than their existing insurance coverage.


 


(t)           Transactions With Affiliates and Employees.  None
of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company, is presently
a party to any transaction with the Company or to a presently contemplated transaction (other than for services as employees, officers
and directors) that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities
Act if such Item were applicable to the Company; provided that, Eric Dale, a director of the Company is a partner in the law firm
Robinson & Cole LLP, which firm has provided legal services to the Company in connection with The Wilton Bank acquisition.


 


(u)          Internal Accounting Controls.  The
Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii)
access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable
intervals and appropriate action is taken with respect to any difference.


 


(v)          Sarbanes-Oxley.  The Company
is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley
Act of 2002 which are applicable to it.


 


(w)          Certain Fees.  No Person
will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the
Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered
into by or on behalf of the Company, other than the Placement Agent with respect to the offer and sale of the Shares (which placement
agent fees are being paid by the Company and are set forth on Schedule 3.1(w)). The Company shall indemnify, pay, and hold each
Purchaser harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket
expenses) arising in connection with any such right, interest or claim.


 


(x)           Private Placement.  Assuming
the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 of this Agreement and the accuracy
of the information disclosed in the Accredited Investor Questionnaires, no registration under the Securities Act is required for
the offer and sale of the Shares by the Company to the Purchasers under the Transaction Documents.  The issuance and
sale of the Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.


 




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(y)          Registration Rights.  No
Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.


 


(z)           No Integrated Offering.  Assuming
the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, none of the Company, its Subsidiaries
nor, to the Company’s Knowledge, any of its Affiliates or any Person acting on its behalf has, directly or indirectly, at
any time within the past six months, made any offers or sales of any Company security or solicited any offers to buy any security
under circumstances that would (i) cause such offers and sales to be integrated for purposes of Regulation D with the offer
and sale by the Company of the Shares as contemplated hereby or that otherwise would cause the exemption from registration under
Regulation D to be unavailable in connection with the offer and sale by the Company of the Shares as contemplated hereby or (ii)
cause the offering of the Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Company for
purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and
regulations of any Trading Market on which any of the securities of the Company are listed or designated.


 


(aa)         Listing and Maintenance Requirements.  The
Company has not, in the 12 months preceding the date hereof, received written notice from the Principal Trading Market to
the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Trading Market.
The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material
respects with the listing and maintenance requirements for continued trading of the Common Stock on the Principal Trading Market.


 


(bb)        Investment Company.  The
Company is not, and immediately after receipt of payment for the Shares will not be, an “investment company,” an “affiliated
person” of, “promoter” for or “principal underwriter” for, an entity “controlled” by
an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.


 


(cc)         Unlawful Payments.  Neither
the Company nor any of its Subsidiaries, nor any directors, officers, nor to the Company’s Knowledge, employees, agents or
other Persons acting at the direction of or on behalf of the Company or any of its Subsidiaries has, in the course of its actions
for, or on behalf of, the Company or any of its Subsidiaries: (a) directly or indirectly, used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic political activity; (b) made any
direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or to any foreign or domestic
political parties or campaigns from corporate funds; (c) violated any provision of the Foreign Corrupt Practices Act of 1977,
as amended; or (d) made any other unlawful bribe, rebate, payoff, influence payment, kickback or other material unlawful payment
to any foreign or domestic government official or employee.


 




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(dd)        Application of Takeover Protections;
Rights Agreements.  The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations
of beneficial ownership of Common Stock or a change in control of the Company.  The Company and its Board have taken
all action necessary to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation or other
organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable
to any Purchaser as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the
Company’s issuance of the Shares and any Purchaser’s ownership of the Shares.


 


(ee)         Disclosure.  The Company
confirms that neither it nor any of its officers or directors nor any other Person acting on its or their behalf has provided,
and it has not authorized the Placement Agent to provide, any Purchaser or its respective agents or counsel with any information
that it believes constitutes or could reasonably be expected to constitute material, non-public information except insofar as the
existence, provisions and terms of the Transaction Documents and the proposed transactions hereunder may constitute such information,
all of which will be disclosed by the Company in the Press Release as contemplated by Section 4.6 hereof. The Company understands
and confirms that each of the Purchasers will rely on the foregoing representations in effecting transactions in securities of
the Company. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries
or its or their business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires
public disclosure or announcement by the Company but which has not been so publicly announced or disclosed, except for the announcement
of this Agreement and related transactions.


 


(ff)          Off Balance Sheet Arrangements.  There
is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and an unconsolidated or other off
balance sheet entity that would have or reasonably be expected to have a Material Adverse Effect.


 


(gg)        Acknowledgment Regarding Purchase of
Shares.  The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby.  The
Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares.


 


(hh)        Absence of Manipulation.  The
Company has not, and to the Company’s Knowledge no one acting on its behalf has, taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of any of the Shares.


 




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(ii)           OFAC.  Neither the Company
nor any Subsidiary nor, to the Company’s Knowledge, any director, officer, agent, employee, Affiliate or Person acting on
behalf of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will not knowingly, directly or indirectly,
use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint
venture partner or other Person or entity, towards any sales or operations in any country sanctioned by OFAC or for the purpose
of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.


 


(jj)           Money Laundering Laws.  The
operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with the money laundering
statutes of applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”)
and to the Company’s Knowledge, no action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company and/or any Subsidiary with respect to the Money Laundering Laws is pending or threatened.


 


(kk)         Compliance with Certain Banking Regulations.  The
Company has no knowledge of any facts and circumstances, and has no reason to believe that any facts or circumstances exist, that
would cause the Bank: (i) to be deemed not to be in satisfactory compliance with the Community Reinvestment Act and the regulations
promulgated thereunder or to be assigned a CRA rating by federal or state banking regulators of lower than “satisfactory”;
(ii) to be deemed to be operating in violation, in any material respect, of the Bank Secrecy Act of 1970 (or otherwise known as
the “Currency and Foreign Transactions Reporting Act”), the USA Patriot Act (or otherwise known as “Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001”), any order
issued with respect to anti-money laundering by OFAC or any other anti-money laundering statute, rule or regulation; or (iii) to
be deemed not to be in satisfactory compliance, in any material respect, with all applicable privacy of customer information requirements
contained in any federal and state privacy laws and regulations as well as the provisions of all information security programs
adopted by the Bank.


 


(ll)           No Additional Agreements.  The
Company has no other agreements or understandings (including, without limitation, side letters) with any Purchaser or other Person
to purchase Shares on terms more favorable to such Person than as set forth herein.


 


(mm)       Intentionally Omitted.


 


(nn)         Bank Regulatory Capitalization.  As
of June 30, 2013, the Bank met or exceeded the standards necessary to be considered “well capitalized” under
the FDIC’s regulatory framework for prompt corrective action.


 




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(oo)        Agreements with Regulatory Agencies;
Fiduciary Obligations.  Neither the Company nor any Subsidiary is subject to
any cease-and-desist or other similar order or enforcement action issued by, or is a party to any written agreement, consent agreement
or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any capital
directive by, or since December 31, 2011, has adopted any board resolutions at the request of, any governmental entity that currently
restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its
liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies,
its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”),
nor has the Company or any Subsidiary been advised since December 31, 2011 by any governmental entity that it is considering issuing,
initiating, ordering, or requesting any such Regulatory Agreement.


 


Each of the Company and each Subsidiary has
properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent,
custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing
documents, applicable federal and state law and regulation and common law.  None of the Company, any Subsidiary or any
director, officer or employee of the Company or any Subsidiary has committed any breach of trust or fiduciary duty with respect
to any such fiduciary account and the accountings for each such fiduciary account are true and correct and accurately reflect the
assets of such fiduciary account.


 


(pp)        No General Solicitation or General
Advertising.  Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Shares.


 


(qq)        Mortgage Banking Business.  Except
as has not had and would not reasonably be expected to have a Material Adverse Effect:


 


(i)           The Company and each of its
Subsidiaries has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval
of any mortgage loan originated, purchased or serviced by the Company or any of its Subsidiaries satisfied, (A) all applicable
federal, state and local laws, rules and regulations with respect to the origination, insuring, purchase, sale, pooling, servicing,
subservicing, or filing of claims in connection with mortgage loans, including all laws relating to real estate settlement procedures,
consumer credit protection, truth in lending laws, usury limitations, fair housing, transfers of servicing, collection practices,
equal credit opportunity and adjustable rate mortgages, (B) the responsibilities and obligations relating to mortgage loans set
forth in any agreement between the Company or any of its Subsidiaries and any Agency, Loan Investor or Insurer, (C) the applicable
rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer and (D) the terms and
provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan; and


 




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(ii)          No Agency, Loan Investor
or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable
underwriting standards with respect to mortgage loans sold by the Company or any of its Subsidiaries to a Loan Investor or Agency,
or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities
(including commitment authority) of the Company or any of its Subsidiaries or (C) indicated in writing to the Company or any of
its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for
poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance
with laws,


 


For purposes of this Section 3.1(qq): (A) “Agency”
means the Federal Housing Administration, the Federal Home Loan Mortgage Corporation, the Farmers Home Administration (now known
as Rural Housing and Community Development Services), the Federal National Mortgage Association, the United States Department of
Veterans’ Affairs, the Rural Housing Service of the U.S. Department of Agriculture or any other federal or state agency with
authority to (i) determine any investment, origination, lending or servicing requirements with regard to mortgage loans originated,
purchased or serviced by the Company or any of its Subsidiaries or (ii) originate, purchase, or service mortgage loans, or otherwise
promote mortgage lending, including state and local housing finance authorities; (B) “Loan Investor” means any
person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or serviced by the Company
or any of its Subsidiaries or a security backed by or representing an interest in any such mortgage loan; and (C) “Insurer”
means a person who insures or guarantees for the benefit of the mortgagee all or any portion of the risk of loss upon borrower
default on any of the mortgage loans originated, purchased or serviced by the Company or any of its Subsidiaries, including the
Federal Housing Administration, the United States Department of Veterans’ Affairs, the Rural Housing Service of the U.S.
Department of Agriculture and any private mortgage insurer, and providers of hazard, title or other insurance with respect to such
mortgage loans or the related collateral.


 


(rr)          Risk Management Instruments.  Except
as has not had or would not reasonably be expected to have a Material Adverse Effect, since January 1, 2011,
all material derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the Company’s
own account, or for the account of one or more of the Company Subsidiaries, were entered into (1) only in the ordinary course of
business, (2) in accordance with prudent practices and in all material respects with all applicable laws, rules, regulations and
regulatory policies and (3) with counterparties believed to be financially responsible at the time; and each of them constitutes
the valid and legally binding obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with its
terms.  Neither the Company nor the Company Subsidiaries, nor, to the Company’s Knowledge, any other party thereto,
is in breach of any of its material obligations under any such agreement or arrangement.


 




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(ss)         ERISA.  The Company is
in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ERISA”);
no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined
in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under
(i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan”; or (ii) Sections 412
or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the
“Code”); and each “Pension Plan” for which the Company would have liability that is intended to
be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action
or by failure to act, which would cause the loss of such qualification.


 


(tt)          Shell Company Status.  The
Company is not, and has never been, an issuer identified in Rule 144(i)(1).


 


(uu)        Nonperforming Assets.  To
the Company’s Knowledge, as of the date hereof, the Company believes that the Bank will be able to fully and timely collect
substantially all interest, principal or other payments when due under its loans, leases and other assets that are not classified
as nonperforming and such belief is reasonable under all the facts and circumstances known to the Company and Bank, and the Company
believes that the amount of reserves and allowances for loan and lease losses and other nonperforming assets established on the
Company’s and the Bank’s financial statements is adequate and such belief is reasonable under all the facts and circumstances
known to the Company and the Bank.


 


(vv)        Change in Control.  The
issuance of the Shares to the Purchasers as contemplated by this Agreement will not trigger any rights under any “change
of control” provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including any
employment, “change in control,” severance or other compensatory agreements and any benefit plan, which results in
payments to the counterparty or the acceleration of vesting of benefits.


 


(ww)       Common Control.  The
Company is not and, after giving effect to the offering and sale of the Shares, will not be under the control (as defined in the
BHC Act and the Federal Reserve’s Regulation Y (12 CFR Part 225) (“BHC Act Control”) of any company (as
defined in the BHC Act and the Federal Reserve’s Regulation Y).  The Company is not in BHC Act Control of any federally
insured depository institution other than the Bank.  The Bank is not under the BHC Act Control of any company (as defined
in the BHC Act and the Federal Reserve’s Regulation Y) other than Company.  Neither the Company nor the Bank controls,
in the aggregate, more than five percent of the outstanding voting class, directly or indirectly, of any federally insured depository
institution, other than the Company’s ownership interest in the Bank.  The Bank is not subject to the liability
of any commonly controlled depository institution pursuant to Section 5(e) of the Federal Deposit Insurance Act (12 U.S.C. §
1815(e)).


 




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3.2          Representations and Warranties of
the Purchasers.  Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:


 


(a)           Organization; Authority.  Such
Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with
the requisite corporate, partnership, limited liability company or other power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or
other applicable like action, on the part of such Purchaser. This Agreement has been duly executed by such Purchaser, and when
delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.


 


(b)          No Conflicts.  The execution,
delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated
hereby will not (i) result in a violation of the organizational documents of such Purchaser (if such Purchaser is an entity),
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above,
for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.


 


(c)           Investment Intent.  Such
Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view to,
or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities
laws, provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares
for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Shares
pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance
with applicable federal and state securities laws. Such Purchaser is acquiring the Shares hereunder in the ordinary course of its
business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person
to distribute or effect any distribution of any of the Shares to or through any person or entity.


 


(d)          Purchaser Status.  Such
Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.


 




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(e)           General Solicitation.  Such
Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares
published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any
other general advertisement.


 


(f)           Experience of Such Purchaser.  Such
Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so
evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares
and, at the present time, is able to afford a complete loss of such investment.


 


(g)          Access to Information.  Such
Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of,
and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and
the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their
respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can
acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel
shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s
representations and warranties contained in this Agreement. Such Purchaser has sought such accounting, legal and tax advice as
it has considered necessary to make an informed decision with respect to its acquisition of the Shares.


 


(h)          Brokers and Finders.  Other
than the Placement Agent with respect to the Company (which fees are to be paid by the Company), no Person will have, as a result
of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Purchaser
for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf
of the Purchaser.


 


(i)            Independent Investment Decision.  Such
Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement, and such Purchaser
confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision.
Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the
Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its
purchase of the Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this
placement of the Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its
agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any
representations or warranties to such Purchaser in connection with the transactions contemplated by this Agreement.


 




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(j)            Reliance on Exemptions.  Such
Purchaser understands that the Shares being offered and sold to it in reliance on specific exemptions from the registration requirements
of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s
compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares.


 


(k)           No Governmental Review.  Such
Purchaser understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities
passed upon or endorsed the merits of the offering of the Shares.


 


(l)            Residency.  Such Purchaser’s
residence (if an individual) or office in which its investment decision with respect to the Shares was made (if an entity) are
located at the address immediately below such Purchaser’s name on its signature page hereto.


 


3.3          The Company and each of the Purchasers
acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Agreement.


 


ARTICLE IV


OTHER
AGREEMENTS OF THE PARTIES


 


4.1          Transfer Restrictions.


 


(a)           Compliance with Laws.  Notwithstanding
any other provision of this Agreement, each Purchaser covenants that the Shares may be disposed of only pursuant to an effective
registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable
state, federal or foreign securities laws.  In connection with any transfer of the Shares other than (i) pursuant to
an effective registration statement, (ii) to the Company or (iii) pursuant to Rule 144 (provided that the transferor provides the
Company with reasonable assurances (in the form of a seller representation letter and, if applicable, a broker representation letter)
that such securities may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company
and the Transfer Agent, at the transferor’s expense, an opinion of counsel selected by the transferor and reasonably acceptable
to the Company and the Transfer Agent, the form and substance of which opinion shall be reasonably satisfactory to the Company
and the Transfer Agent, to the effect that such transfer does not require registration of such Shares under the Securities Act.


 




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(b)          Legends.  Certificates
evidencing the Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form, until such time as they are not required under Section 4.1(c) or applicable law:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER
SAID ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION
LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE).  NO
REPRESENTATION IS MADE BY THE ISSUER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR
RESALES OF THESE SECURITIES.


 


(c)           Removal of Legends.  The
restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive
legend or any other restrictive legend to the holder of the applicable Shares upon which it is stamped or issue to such holder
by electronic delivery at the applicable balance account at DTC (if available), if (i) such Shares are registered for resale under
the Securities Act, (ii) such Shares are sold or transferred pursuant to Rule 144, or (iii) such Shares are eligible for sale under
Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions.  Upon Rule
144 becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public
information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Shares and without volume or manner-of-sale
restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Shares and shall cause its counsel to
issue any legend removal opinion required by the Transfer Agent.  Any fees (with respect to the Transfer Agent, Company
counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company.  If
a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery
by a Purchaser to the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Shares
(endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or
transfer) and a representation letter to the extent required by Section 4.1(a) (such third Trading Day, the “Legend Removal
Date”), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing
such Shares that is free from all restrictive legends.  The Company may not make any notation on its records or give
instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c).  Certificates
for Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account
of the Purchaser’s prime broker with DTC (if available) as directed by such Purchaser.


 




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(d)          Acknowledgement.  Each
Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Shares or any interest therein without complying with the requirements of the Securities Act.


 


(e)           Buy-In.  If the Company
shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates by the Legend Removal Date, then, in
addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading
Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading
counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by
the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend
(a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request
and in such Purchaser’s sole discretion, promptly honor its obligation to deliver to such Purchaser a certificate or certificates
representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Purchaser’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In
Price”) over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price per
share on the Legend Removal Date.


 


4.2          Acknowledgment of Dilution.  The
Company acknowledges that the issuance of the Shares may result in dilution of the outstanding shares of Common Stock.  The
Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation
to issue the Shares pursuant to this Agreement, are unconditional and absolute and not subject to any right of set off, counterclaim,
delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other shareholders of the Company.


 


4.3          Furnishing of Information.  The
Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period), and make publicly
available, all reports required to be filed by the Company after the date hereof pursuant to rules and regulations of the applicable
Bank Regulatory Authorities.


 




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4.4          Form D and Blue Sky.  The
Company agrees to timely file a Form D with respect to the Shares as required under Regulation D.  The Company,
on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain
an exemption for or to qualify the Shares for sale to the Purchasers at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification).  The
Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or
“Blue Sky” laws of the states of the United States following the Closing Date.


 


4.5          [intentionally deleted]


 


4.6          Securities Laws Disclosure; Publicity.  The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this
Agreement, issue one or more press releases (collectively, the “Press Release”) reasonably acceptable to the
Purchasers disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information
that the Company may have provided any Purchaser at any time prior to the filing of the Press Release.  If, following
public disclosure of the transactions contemplated hereby, this Agreement terminates prior to Closing, the Company shall issue
a press release disclosing such termination by 9:00 a.m., New York City time, on the first Business Day following the date of such
termination.  Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or any
Affiliate or investment adviser of any Purchaser, or include the name of any Purchaser or any Affiliate or investment adviser of
any Purchaser in any press release or in any filing with the Commission or any regulatory agency or Trading Market, without the
prior written consent of such Purchaser, except to the extent such disclosure is required by law, at the request of the staff of
the Commission or regulatory agency or under Trading Market regulations, in which case the Company shall provide the Purchasers
with prior written notice of such disclosure permitted under this subclause (ii).  From and after the issuance of the
Press Release, no Purchaser shall be in possession of any material, non-public information received from the Company, any Subsidiary
or any of their respective officers, directors or employees or the Placement Agent.


 


4.7          Non-Public Information.  Except
with the express written consent of such Purchaser and unless prior thereto such Purchaser shall have executed a written agreement
regarding the confidentiality and use of such information, the Company shall not, and shall cause each Subsidiary and each of their
respective officers, directors, employees and agents, not to, and each Purchaser shall not directly solicit the Company, any of
its Subsidiaries or any of their respective officers, directors, employees or agents to provide any Purchaser with any
material, non-public information regarding the Company or any of its Subsidiaries from and
after the filing of the Press Release.


 




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4.8          Indemnification.


 


(a)           Indemnification of Purchasers.  For
a period of up to eighteen (18) months following Closing (or until final resolution of any claim for indemnification made prior
to the end of such period), the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members,
partners, employees, agents and investment advisors (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,
members, partners, employees, agents or investment advisors (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, an “Indemnified
Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any such Indemnified Person may suffer or incur as a result of (i) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (ii)
any action instituted against an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder
of the Company or other third party who is not an Affiliate of such Indemnified Person, with respect to any of the transactions
contemplated by this Agreement.    The Company will not be liable to any Indemnified Person under this Agreement
to the extent, but only to the extent that a loss, claim, damage or liability is directly attributable to any Indemnified Person’s
breach of any of the representations, warranties, covenants or agreements made by such Indemnified Person in this Agreement or
in the other Transaction Documents. No claims for indemnification shall be made unless it or they collectively are for amounts
exceeding $61,975 and, in no event shall Company’s aggregate indemnification liability hereunder exceed the aggregate Subscription
Amounts.


 


(b)          Conduct of Indemnification Proceedings.  Promptly
after receipt by any Indemnified Person of notice of any demand, claim or circumstances which would or might give rise to a claim
or the commencement of any Proceeding in respect of which indemnity may be sought pursuant to Section 4.8(a), such Indemnified
Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided,
however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations
hereunder except to the extent that the Company is actually and materially and adversely prejudiced by such failure to notify (as
determined by a court of competent jurisdiction, which determination is not subject to appeal or further review). In any such Proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention
of such counsel; (ii) the Company shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Person in such Proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified
Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. The Company shall not be liable for any settlement of any Proceeding effected without its written consent, which
consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Person,
the Company shall not effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Person
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement
includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding.


 




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4.9          Listing of Common Stock; Uplisting.  The
Company will use its reasonable best efforts to list the Shares for quotation on the Principal Trading Market and maintain the
listing of the Common Stock on the Principal Trading Market.   The Company will use its reasonable best efforts to, by
no later than June 30, 2014, (i) complete a firm commitment underwritten offering (with a nationally recognized underwriter) solely
of Common Stock by the Company with total proceeds of no less than $25,000,000 (the “IPO”) and (ii) have its Common
Stock listed or designated for quotation (as applicable) on a National Stock Exchange.


 


4.10        Use
of Proceeds.  The Company intends to use the net proceeds from the sale of the Shares hereunder for the purpose
of increasing its capital and for general corporate purposes.


 


4.11        Limitation on Beneficial Ownership.  No
Purchaser (and its Affiliates or any other Persons with which it is acting in concert) will be entitled to purchase a number of
Shares that would result in such Purchaser becoming, directly or indirectly, the beneficial owner (as determined under Rule 13d-3
under the Exchange Act) of more than 9.9% of the number of shares of Common Stock issued and outstanding (based on the number of
outstanding shares as of the Closing Date).


 


4.12        Certain Transactions.  The
Company will not merge or consolidate into, or sell, transfer or lease all or substantially all of its property or assets to, any
other party unless the successor, transferee or lessee party, as the case may be (if not the Company), expressly assumes the due
and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed
by the Company.


 


4.13        No Change of Control.  The
Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all
appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control”
or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without
limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in
payments to the counterparty or the acceleration of vesting of benefits.


 


4.14        No Additional Issuances.  Between
the date of this Agreement and the Closing Date, except for the issuance of shares of Common Stock issuable as of the date hereof
as set forth in Schedule 3.1(g) and the Shares being issued pursuant to this Agreement, the Company shall not issue or agree to
issue any additional shares of Common Stock or other securities which provide the holder thereof the right to convert such securities
into, or acquire, shares of Common Stock.


 




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4.15        Preemptive Rights.


 


(a)           If, at any time during a period of three
(3) years commencing on the Closing Date, the Company offers to sell Covered Securities (as defined below) in a public or private
offering of Covered Securities for cash (a “Qualified Offering”), each Purchaser shall be afforded the opportunity
to acquire from the Company, for the same price and on the same terms as such Covered Securities are offered, in the aggregate
up to the amount of Covered Securities required to enable it to maintain its Qualified Purchaser Percentage Interest (measured
immediately prior to such offering).  “Qualified Purchaser Percentage Interest” means, as of any date
of determination, the percentage equal to (i) the number of shares of Common Stock then held by such Purchaser as of the date of
determination, divided by (ii) the total number of outstanding shares of Common Stock as of such date. “Covered Securities”
means Common Stock and any rights, options or warrants to purchase or securities convertible into or exercisable or exchangeable
for Common Stock, other than securities that are (A) issuable upon the exercise or conversion of any securities of the Company
issued and outstanding as of the date hereof; or (B) issued by the Company pursuant to any employment contract, employee incentive
or benefit plan, stock purchase plan, stock ownership plan, stock option or equity compensation plan or other similar plan approved
by the Company’s board of directors where stock is being issued or offered to a trust, other entity to or for the benefit
of any employees, consultants, officers or directors of the Company.


 


(b)          Prior to making any Qualified Offering
of Covered Securities, the Company shall give each Purchaser written notice of its intention to make such an offering, describing,
to the extent then known, the anticipated amount of securities, and other material terms then known to the Company upon which the
Company proposes to offer the same (such notice, a “Qualified Offering Notice”).  The Company shall
deliver such notice only to the individuals identified on such Purchaser’s signature page hereto, and shall not communicate
the information to anyone else acting on behalf of the Purchaser without the consent of one of the designated individuals.  Each
Purchaser shall then have 10 days after receipt of the Qualified Offering Notice (the “Offer Period”) to notify
the Company in writing that it intends to exercise such preemptive right and as to the amount of Covered Securities the Purchaser
desires to purchase, up to the maximum amount calculated pursuant to Section 4.15(a) (the “Designated Securities”).  Such
notice constitutes a non-binding indication of interest of such Purchaser to purchase the amount of Designated Securities specified
by such Purchaser (or a proportionately lesser amount if the amount of Covered Securities to be offered in such Qualified Offering
is subsequently reduced) at the price (or range of prices) established in the Qualified Offering and other terms set forth in the
Company’s notice to it.  The failure to respond during the Offer Period constitutes a waiver of such Purchaser’s
preemptive right in respect of such offering.  The sale of the Covered Securities in the Qualified Offering, including
any Designated Securities, shall be closed not later than 30 days after the end of the Offer Period.  The Covered Securities
to be sold to other investors in such Qualified Offering shall be sold at a price not less than, and upon terms no more favorable
to such other investors than, those specified in the Qualified Offering Notice.  If the Company does not consummate the
sale of Covered Securities to other investors within such 30-day period, the right provided hereunder shall be revived and such
securities shall not be offered unless first reoffered to the Purchasers in accordance herewith.  Notwithstanding anything
to the contrary set forth herein and unless otherwise agreed by the Purchasers, by not later than the end of such 30-day period,
the Company shall either confirm in writing to the Purchasers that the Qualified Offering has been abandoned or shall publicly
disclose its intention to issue the Covered Securities in the Qualified Offering, in either case in such a manner that the Purchasers
will not be in possession of any material, non-public information thereafter.


 




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(c)           If a Purchaser exercises its preemptive
right provided in this Section 4.15 with respect to a Qualified Offering, the Company shall offer and sell such Purchaser, if any
such offering is consummated, the Designated Securities (as adjusted, upward to reflect the actual size of such offering when priced)
at the same price as the Covered Securities are offered to third persons (not including the underwriters or the initial purchasers
in a Rule 144A offering that is being reoffered by the initial purchasers) in such offering and shall provide written notice of
such price upon the determination of such price.


 


(d)          In addition to the pricing provision of
Section 4.15(c), the Company will offer and sell the Designated Securities to each Purchaser upon terms and conditions not less
favorable than the most favorable terms and conditions offered to other persons or entities in a Qualified Offering.


 


4.16        Conduct of Business.  From
the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, except
as contemplated by this Agreement, the Company will, and will cause its Subsidiaries to, operate their business in the ordinary
course consistent with past practice, preserve intact the current business organization of the Company, use commercially reasonable
efforts to retain the services of their employees, consultants and agents, preserve the current relationships of the Company and
its Subsidiaries with material customers and other Persons with whom the Company and its Subsidiaries have and intend to maintain
significant relations, maintain all of its operating assets in their current condition (normal wear and tear excepted) and will
not take or omit to take any action that would constitute a breach of Section 3.1(k).


 




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4.17        Avoidance of Control.  Notwithstanding
anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation,
any redemption, repurchase, rescission or recapitalization of Common Stock, or securities or rights, options or warrants to purchase
Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable
for Common Stock in each case, where each Purchaser is not given the right to participate in such redemption, repurchase, rescission
or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) such Purchaser’s equity
of the Company (together with equity owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed
33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting
securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (b) such Purchaser’s ownership
of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term
is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent
of such Purchaser, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any
rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser to “control”
the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor
provisions).  Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates
(as such term is used under the BHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity
or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company.
In the event either the Company or a Purchaser breaches its obligations under this Section 4.17 or believes that it is reasonably
likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such
parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid
such breach.


 


4.18        Most Favored Nation.  During
the period from the date of this Agreement through the Closing Date, neither the Company nor its Subsidiaries shall enter into
any additional, or modify any existing, agreements with any existing or future investors in the Company or any of its Subsidiaries
that have the effect of establishing rights or otherwise benefiting such investor in a manner more favorable in any material respect
to such investor than the rights and benefits established in favor of the Purchasers by this Agreement, unless, in any such case,
the Purchasers have been provided with such rights and benefits.


 


4.19        Rule 144 Public Information.  At
any time during the period commencing from the later of (i) the six (6) month anniversary of the Closing Date and (ii) the consummation
of the Company’s initial public offering and ending on the first anniversary of the Closing Date, if the Company shall fail
for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”)
then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial
liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Shares pursuant
to Rule 144 during such period, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s
Shares on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling
less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required  for the Purchasers to transfer the Shares pursuant to Rule 144.  The
payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information
Failure Payments.”  Public Information Failure Payments shall be paid on the earlier of (i) the last day
of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd)
Business Day after the event or failure giving rise to the Public Information Failure Payments is cured.  In the
event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure
Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein
shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall
have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.


 




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ARTICLE V


CONDITIONS
PRECEDENT TO CLOSING


 


5.1          Conditions Precedent to the Obligations
of the Purchasers to Purchase Shares.  The obligation of each Purchaser to acquire Shares at the Closing is subject
to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions,
any of which may be waived by such Purchaser (as to itself only):


 


(a)           Representations and Warranties.  The
representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the
Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific
date.


 


(b)          Performance.  The Company
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.


 


(c)           No Injunction.  No statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction, nor shall there have been any regulatory communication, that prohibits
the consummation of any of the transactions contemplated by the Transaction Documents.


 


(d)          Consents.  The Company
shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation
of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect.


 


(e)           No Suspensions of Trading in Common
Stock; Listing.  The Common Stock (i) shall be designated for listing and quotation
on the Principal Trading Market and (ii) shall not have been suspended, as of the Closing Date, by the Commission or
the Principal Trading Market from trading on the Principal Trading Market nor shall suspension
by the Commission or the Principal Trading Market have been threatened, as of the Closing Date.


 


(f)            Company Deliverables.  The
Company shall have delivered the Company Deliverables in accordance with Section 2.2(a). 


 


(g)           Minimum Gross Proceeds.  The
Company shall receive at the Closing aggregate gross proceeds from the sale of Shares of at least $6,197,500, at a price per share
equal to the Purchase Price, and shall simultaneously issue and deliver at the Closing to the Purchasers hereunder an aggregate
number of Shares equal to such gross proceeds divided by the Purchase Price.


 




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(h)          Termination.  This Agreement
shall not have been terminated as to such Purchaser in accordance with Section 6.16 herein.


 


(i)            Absence of
Bank Regulatory Issues.  The purchase of Shares by such Purchaser shall not (i) cause such Purchaser or any of its
affiliates to violate any banking regulation, (ii) require such Purchaser or any of its affiliates to file a prior notice under
the CIBC Act, or otherwise seek prior approval of any banking regulator, (iii) require such Purchaser or any of its affiliates
to become a bank holding company or otherwise serve as a source of strength for the Company or any Subsidiary or (iv) cause such
Purchaser, together with any other person whose Company securities would be aggregated with such Purchaser’s Company securities
for purposes of any banking regulation or law, to collectively be deemed to own, control or have the power to vote securities which
(assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser and such other Persons) would
represent more than 9.9% of any class of voting securities of the Company outstanding at such time.


 


(j)            No Burdensome
Condition.  Since the date hereof, there shall not be any action taken, or any law, rule or regulation enacted, entered,
enforced or deemed applicable to the Company or its Subsidiaries, such Purchaser (or its Affiliates) or the transactions contemplated
by this Agreement, by any bank regulatory authority which imposes any restriction or condition on the Company or its Subsidiaries
or such Purchaser or any of its Affiliates (other than such restrictions as are described in any passivity or anti-association
commitments, as may be amended from time to time, entered into by such Purchaser) which such Purchaser determines, in its reasonable
good faith judgment, is materially and unreasonably burdensome on the Company’s business following the Closing or on such
Purchaser (or any of its Affiliates) or would reduce the economic benefits of the transactions contemplated by this Agreement to
such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction
been known to it on the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for
the avoidance of doubt, any requirements to disclose the identities of limited partners, shareholders or non-managing members of
such Purchaser or its Affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined
by such Purchaser in its sole discretion.


 


(k)           Material
Adverse Effect.  No Material Adverse Effect shall have occurred since the date of this Agreement.


 


5.2          Conditions Precedent to the Obligations
of the Company to sell Shares.  The Company’s obligation to sell and issue the Shares to each Purchaser at
the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions,
any of which may be waived by the Company:


 


(a)           Representations and Warranties.  The
representations and warranties made by such Purchaser in Section 3.2 hereof shall be true and correct as of the date when
made, and as of the Closing Date as though made on and as of such date, except for representations and warranties that speak as
of a specific date.


 




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(b)          Performance.  Such Purchaser
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Closing Date.


 


(c)           No Injunction.  No statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction, nor shall there have been any regulatory communication, that prohibits
the consummation of any of the transactions contemplated by the Transaction Documents.


 


(d)          Purchasers Deliverables.  Such
Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).


 


(e)          Termination.  This Agreement
shall not have been terminated as to such Purchaser in accordance with Section 6.16 herein.


 


ARTICLE VI


MISCELLANEOUS


 


6.1          Fees and Expenses.  The
Company shall pay the reasonable legal fees and expenses (not to exceed $30,000 without the prior consent of the Company) of Greenberg
Traurig, LLP, counsel to certain Purchasers, incurred by such Purchasers in connection with the transactions contemplated by the
Transaction Documents, which amount shall be paid directly by the Company to Greenberg Traurig, LLP at the Closing or paid by the
Company to Greenberg Traurig, LLP upon termination of this Agreement so long as such termination did not occur as a result of a
material breach by such Purchasers of any of their obligations hereunder (as the case may be).  Except as set forth above
and elsewhere in the Transaction Documents, the parties hereto shall be responsible for the payment of all expenses incurred by
them in connection with the preparation and negotiation of the Transaction Documents and the consummation of the transactions contemplated
hereby.  The Company shall pay all amounts owed to the Placement Agent relating to or arising out of the transactions
contemplated hereby.  The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in
connection with the sale and issuance of the Shares to the Purchasers.


 


6.2          Entire Agreement.  The
Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or
after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such
further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction
Documents.


 




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6.3          Notices.  Any and all
notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile
or e-mail (provided the sender receives a machine-generated confirmation of successful facsimile transmission or e-mail notification
or confirmation of receipt of an e-mail transmission) at the facsimile number or e-mail address specified in this Section prior
to 5:00 p.m., New York City time, on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day
or later than 5:00 p.m., New York City time, on any Trading Day, (c) the Trading Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications shall be as follows:


 


	 	If to the Company:	Bankwell Financial
Group, Inc.
	 	 	222 Elm Street



New Canaan, Connecticut 06840


Attention: Ernest J. Verrico


Telephone: 203-652-6300


Fax: 203-972-8716


E-Mail: everrico@mybankwell.com


 


	 	With a copy to:	Hinckley, Allen
& Snyder LLP
			20 Church Street



Hartford, Connecticut 06897


Attention: William W. Bouton III


Telephone: 860-331-2626


Fax: 860-331-2627


			E-Mail: wbouton@hinckleyallen.com
	 	 	 
	 	If to a Purchaser:	To the address
set forth under such Purchaser’s name on the signature page hereof;



 


or such other address as may be designated in writing hereafter,
in the same manner, by such Person.


 


6.4          Amendments; Waivers; No Additional
Consideration.  No amendment or waiver of any provision of this Agreement will be effective with respect to any party
unless made in writing and signed by a duly authorized representative of such party.  No consideration shall be offered
or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the
same consideration is also offered to all Purchasers who then hold Shares.


 




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6.5          Construction.  The headings
herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as
if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any of the Transaction Documents.


 


6.6          Successors and Assigns.  The
provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns.
This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of
the Purchasers. Any Purchaser may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns
or transfers any Shares in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in
writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the “Purchasers”.


 


6.7          No Third-Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person, other than Indemnified Persons.


 


6.8          Governing Law.  All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated
by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees
or agents) may be commenced on a non-exclusive basis in the New York Courts. Each party hereto hereby irrevocably submits to the
non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction
of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto
hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 




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6.9          Survival.  Subject to
applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the
Closing and the delivery of the Shares.


 


6.10        Execution.  This Agreement
may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original
thereof.


 


6.11        Severability.  If any
provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.


 


6.12        Replacement of Shares.  If
any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to
be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer Agent of such loss, theft
or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement
to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith or, if required by the
Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.
If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, the Company may require
delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


6.13        Remedies.  In addition
to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company may be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence
and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action
for a temporary restraining order) the defense that a remedy at law would be adequate.


 




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6.14        Payment Set Aside.  To
the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces
or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any
such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


6.15        Independent Nature of Purchasers’
Obligations and Rights.  The obligations of each Purchaser under any Transaction Document are several and not joint
with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser under any Transaction Document.  The decision of each Purchaser to purchase Shares pursuant to
the Transaction Documents has been made by such Purchaser independently of any other Purchaser and independently of any information,
materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations,
condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other
Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and none of its agents or employees shall have any
liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statements
or opinions.  Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Documents.  Each Purchaser acknowledges that no other
Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be
acting as agent of such Purchaser in connection with monitoring its investment in the Shares or enforcing its rights under the
Transaction Documents.  Each Purchaser shall be entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for
any other Purchaser to be joined as an additional party in any Proceeding for such purpose.  It is expressly understood
and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the
Company and the Purchasers collectively and not between and among the Purchasers.


 




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6.16        Termination.  This
Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to the Closing by either the Company
or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or
prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement
under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement
has been the cause of or resulted in the failure of the Closing to occur on or before such time.  The Company shall give
prompt notice of any such termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction
to allow each Purchaser that does not exercise a termination right to purchase the full number of securities set forth below such
Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.11. Nothing in this
Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions
of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any
other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant
to this Section, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section,
the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination)
to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom.


 


6.17        Rescission and Withdrawal Right.  Notwithstanding
anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any
Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its
related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice
to its future actions and rights.


 


6.18        Adjustments in Common Stock Numbers
and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other
securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock),
combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference
in any Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for
such event.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


[SIGNATURE PAGE FOR COMPANY FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	BANKWELL FINANCIAL GROUP, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


[SIGNATURE PAGES FOR PURCHASERS FOLLOW]


 


[Signature
Page to Securities Purchase Agreement]


 




    	 



    	 



    

 


	 	NAME OF PURCHASER:
	 	 
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Aggregate Purchase Price (Subscription Amount):
	 	$__________
	 	 
	 	
        Number of Shares to be Acquired:

        __________________

	 	 
	 	Tax ID No.: ____________________
	 	 
	 	Address for Notice: 
	 	 
	 	 
	 	 
	 	 


 


	 	Telephone No.:	 


 


	 	Facsimile No.:	 


 


	 	E-mail Address:	 


 


	 	Attention:	 


 


Delivery Instructions:


(if different than above)


 


	c/o	 


 


	Street:	 


 


	City/State/Zip:	 


 


	Attention:	 


 


	Telephone No.:	 


 


[Signature
Page to Securities Purchase Agreement]