REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 8, 2021 and is made by and among Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated July 8, 2021 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $30,000,000 aggregate principal amount of the Company’s 3.250% Fixed-to-Floating Rate Subordinated Notes due 2031, which were issued on July 8, 2021 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:
“1933 Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.
“Additional Interest” shall have the meaning set forth in Section 2(e) hereof.
“Agreement” shall have the meaning set forth in the preamble to this Agreement.
“Business Day” shall mean any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions in the state of Minnesota are authorized or obligated to be closed.
“Closing Date” shall mean the date of this Agreement.
“Company” shall have the meaning set forth in the preamble to this Agreement and also includes the Company’s successors.
“Depositary” shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York.