REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of July 9, 2020 and is made by and among Evans Bancorp, Inc. a New York 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 9, 2020 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 $20.0 million aggregate principal amount of the Companys 6.00% Fixed-to-Floating Rate Subordinated Notes due 2030, which were issued on July 9, 2020 (the Subordinated Notes). In order to induce the 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.
Closing Date shall mean July 9, 2020.
Company shall have the meaning set forth in the preamble to this Agreement and also includes the Companys 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.
Event Date shall have the meaning set forth in Section 2(e).
Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.
Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Securities, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.