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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December
10, 2024
COASTAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Washington |
001-38589 |
56-2392007 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
5415 Evergreen Way, Everett, Washington 98203
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (425) 257-9000
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common stock, no par value per share |
|
CCB |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 10, 2024, Coastal Financial Corporation (the “Company”)
and Coastal Community Bank, a wholly-owned subsidiary of the Company (the “Bank”), entered into an underwriting agreement
(the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named
in Schedule I thereto (the “Underwriters”), relating to the offer and sale of 1,200,000 shares (the “Firm Shares”)
of the Company’s common stock, no par value per share, at a price to the public of $71.00 per share. In the Underwriting Agreement,
the Company granted the Underwriters an option exercisable for 30 days from the date of the Prospectus Supplement (as defined below) to
purchase up to an additional 180,000 shares (together with the Firm Shares, the “Shares”) of the Company’s common stock
at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised in full on December 11, 2024.
The net proceeds to the Company from the sale of the Shares are expected to be approximately $91.8 million, after deducting the underwriting
discounts and commissions and other estimated offering expenses payable by the Company.
The offering is being made pursuant to a base prospectus which was filed
with the U.S. Securities and Exchange Commission (the “SEC”) as part of a shelf registration statement on Form S-3 that was
declared effective by the SEC on June 13, 2024, as supplemented by a preliminary prospectus supplement filed with the SEC on December
10, 2024, and a final prospectus supplement filed with the SEC on December 11, 2024 (the “Prospectus Supplement”). The offering
is expected to close on or about December 12, 2024, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including
for liabilities under the Securities Act of 1933, as amended, and termination provisions. A copy of the Underwriting Agreement is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the
Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The
legal opinion of Adams & Duncan, Inc., P.S. relating to the shares being offered is filed herewith as Exhibit 5.1.
On December 10, 2024, the Company issued a press release announcing the
commencement of the offering. On December 10, 2024, the Company issued a press release announcing the pricing of the offering. Copies
of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
1.1 |
|
Underwriting Agreement dated December 10, 2024, by and among the Company, the Bank and Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in Schedule I thereto. |
5.1 |
|
Opinion of Adams & Duncan, Inc., P.S. |
23.1 |
|
Consent of Adams & Duncan, Inc., P.S. (included in Exhibit 5.1) |
99.1 |
|
Press release dated December 10, 2024 |
99.2 |
|
Press release dated December 10, 2024 |
104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
COASTAL FINANCIAL CORPORATION |
|
|
(Registrant) |
|
|
|
|
|
|
By: |
/s/ Joel G. Edwards |
|
|
Name: |
Joel
G. Edwards |
|
|
Title: |
Executive
Vice President and Chief Financial Officer |
Date: December 12, 2024
Exhibit
1.1
1,200,000 Shares
COASTAL FINANCIAL
CORPORATION
Common Stock
UNDERWRITING
AGREEMENT
December
10, 2024
KEEFE, BRUYETTE & WOODS, INC.
787 Seventh Avenue
4th Floor
New York, New York 10019
(As representative of the Underwriters
listed in Schedule I hereto)
Ladies and Gentlemen:
Coastal
Financial Corporation, a Washington corporation (the “Company”), proposes to issue and sell to the several
underwriters named in Schedule I hereto (the “Underwriters”), pursuant to the terms set forth herein
(this “Agreement”), an aggregate of 1,200,000 shares (the “Firm Shares”) of the Company’s
voting common stock, no par value per share (the “Common Stock”), in the respective amounts set forth opposite
their respective names in Schedule I hereto. The Company has also granted to the Underwriters an option to purchase up
to an additional 180,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option
Shares are hereinafter referred to collectively as the “Shares.” Keefe, Bruyette & Woods, Inc. has agreed
to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection
with the offering and sale of the Shares. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by the Representative. To the extent there are no additional underwriters listed on Schedule I, the term
“Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean
either the singular or the plural, as the context requires.
The Company
has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a shelf
registration statement on Form S-3 (File No. 333-279879), including a prospectus, covering the public offering and sale of certain
securities of the Company, including the Shares, under the Securities Act of 1933, as amended (the “Securities Act”),
and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), which shelf registration
statement has been declared effective by the Commission. Such registration statement, as of any time, including any post-effective
amendment thereto at such time, the financial statements, the exhibits and any schedules thereto as of such time, the documents
incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities
Act at such time and the documents and information otherwise deemed to be a part thereof as of the time of effectiveness pursuant
to Rule 430B of the Securities Act Regulations (“Rule 430B”), is referred to herein as the “Registration
Statement.” From and after the date and time of filing of any registration statement increasing the size of the offering
pursuant to Rule 462(b) under the Securities Act Regulations (“Rule 462(b)” and such registration statement,
a “Rule 462(b) Registration Statement”), the term “Registration Statement” shall include the Rule
462(b) Registration Statement. The form of prospectus appearing in the Registration Statement at the time of its initial effectiveness
and including the documents incorporated by reference therein, is hereinafter called the “Base Prospectus.”
The Base Prospectus, as supplemented by the final prospectus supplement used in connection with the offering of the Shares as
filed with the Commission pursuant to Rule 424(b), and including the documents incorporated by reference therein immediately prior
to the Applicable Time, is hereinafter called the “Prospectus.” The Base Prospectus, as supplemented by any
preliminary prospectus supplement in the form of which has been or will be filed with the Commission pursuant to Rule 424(b) relating
to the offering of the Shares that omits the Rule 430B information, and including the documents incorporated by reference therein,
is hereinafter called a “preliminary prospectus.”
For purposes
of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus,
any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“EDGAR”).
As used
in this Agreement:
“Applicable
Time” means 7:25 p.m., New York City time, on December 10, 2024 or such other time as agreed by the Company and the
Representative.
“Pricing
Disclosure Package” means each Issuer Free Writing Prospectus (if any) issued at or prior to the Applicable Time and
listed on Schedule II hereto, the most recent preliminary prospectus furnished to the Underwriters for general distribution to
investors prior to the Applicable Time and the information set forth on Schedule I, all considered together.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including, without limitation, any “free writing prospectus” (as
defined in Rule 405 of the Securities Act Regulations (“Rule 405”)) relating to the offering of the Shares
that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication”
within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing
with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering thereof that
does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required
to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
All references
in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, the Base Prospectus, any preliminary
prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated
or deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, any preliminary prospectus or the
Prospectus, as the case may be, prior to the Applicable Time; and all references in this Agreement to amendments or supplements
to the Registration Statement, the Base Prospectus, any preliminary prospectus or the Prospectus shall be deemed to include the
filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations promulgated thereunder (the “Exchange Act Regulations”) incorporated or deemed to be
incorporated by reference in the Registration Statement, the Base Prospectus, such preliminary prospectus or the Prospectus, as
the case may be, at or after the Applicable Time.
Section
1. Representations
and Warranties.
(a) The Company represents and warrants to, and agrees with, each Underwriter as of the date hereof, as of the Applicable Time,
as of the Closing Date (as defined below), and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, as follows:
(i) Compliance of the Registration Statement, the Prospectus and the Incorporated Documents. The Company meets the requirements
for use of Form S-3 under the Securities Act. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any,
and any post-effective amendment thereto has become effective under the Securities Act and the initial effective date of the Registration
Statement is not more than three years before the date of this Agreement. No stop order suspending the effectiveness of the Registration
Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities
Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto
has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or
any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending
or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for
additional information.
Each of
the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and as of each deemed effective
date with respect to the Underwriters pursuant to Rule 430B(f)(2), and any Rule 462(b) Registration Statement, if applicable,
complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each preliminary
prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in
all material respects with the requirements of the Securities Act and the Securities Act Regulations and are identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.
The documents
incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements
of the Exchange Act and the Exchange Act Regulations.
(ii) Accurate
Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, if any, nor any post-effective amendment
thereto, at its effective time, or at the Closing Date or any Date of Delivery contained, contains or will contain an untrue statement
of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual
Issuer Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include
an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any
amendment or supplement thereto, as of its issue date, at the Closing Date or any Date of Delivery, included, includes or will
include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations,
documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement,
if any, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or the Rule
462(b) Registration Statement, if any, which are not described or filed as required. There are no business relationships or related
person transactions involving the Company, any Subsidiary (as defined below) or any other person required to be described in the
Registration Statement, the Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package and the Prospectus that
have not been described as required.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b)
Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement
thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the
Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the list
of Underwriters and their respective allocation of Shares, the concession and reallowance figures appearing in the first paragraph
under the heading “Underwriting—Discounts and Commissions,” the first sentence under the heading “Underwriting—Stabilization”
and the first sentence under the heading “Underwriting—Passive Market Making” in each case, contained in the
Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure
Package and the Prospectus (collectively, the “Underwriter Information”).
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained
in the Registration Statement, any preliminary prospectus or the Prospectus, that has not been superseded or modified.
(iv) Company Not Ineligible Issuer. (A) At the time of filing the Registration Statement, any Rule 462(b) Registration
Statement and any post-effective amendment thereto, (B) at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Shares, and (C) at the
Applicable Time, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(v) Auditor.
Moss Adams LLP, the accounting firm that certified the financial statements and supporting schedules of the Company that are included
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) is an independent public accountant as required
by the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations and the Public Company Accounting
Oversight Board (the “PCAOB”), (B) is a registered public accounting firm, as defined by the PCAOB, which has
not had its registration superseded or revoked and which has not requested that such registration be withdrawn, and (C) with respect
to the Company, is not and has not been in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”) and the rules and regulations of the Commission.
(vi) Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated
Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together
with the related schedules and notes thereto, comply in all material respects with the requirements of the Securities Act and
present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries at the respective
dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries
at the dates indicated have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)
applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly, in all material
respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial
information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material
respects, the information shown therein and have been compiled on a basis consistent, in all material respects, with that of the
audited financial statements included therein. The pro forma financial information included in the Pricing Disclosure Package
give effect to assumptions and adjustments made in good faith on a reasonable basis. Except as included therein, no historical
or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary
prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure
Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission) comply, in all material respects, with Regulation G under the Exchange Act and Item 10(e) of Regulation
S-K under the Securities Act.
(vii) No
Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material
adverse effect, or any development that would reasonably be expected to result in a material adverse effect, (x) on the general
affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’
equity, assets, liabilities or results of operations, of the Company and its Subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, or (y) in the ability of the Company to perform its obligations under, and
to consummate the transactions contemplated by, this Agreement (each of (x) and (y) a “Material Adverse Effect”),
(B) there has not been any change in the capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries,
(C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the
Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the
Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has
been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock or (E) there
has been no material loss or interference with the Company’s business from fire, explosion, flood, earthquakes, accident
or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
(viii) Good
Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing
under the laws of the State of Washington and has corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter
into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact
business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing
would not reasonably be expected to result in a Material Adverse Effect.
(ix) Good
Standing of Subsidiaries. Coastal Community Bank (the “Bank”) is a bank chartered under the laws
of the State of Washington and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary”
of the Company (as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act). The Bank and each other direct
or indirect subsidiary (as defined in Rule 405) of the Company (the Bank and each such subsidiary being referred to herein individually
as a “Subsidiary”) has been duly organized and is validly existing as a corporation or other organization in
good standing under the laws of the jurisdiction of its incorporation, formation or organization, has the requisite corporate
or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, and is duly qualified as a foreign corporation or other
business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be
in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company,
directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity,
and none of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights
of any securityholder of such Subsidiary arising by operation of law, or under the articles of incorporation, bylaws or other
organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party.
The only Subsidiaries of the Company are those listed on Schedule III hereto, which includes the Subsidiaries listed on
Exhibit 21 to the Registration Statement. Except for the Subsidiaries, the Company does not own beneficially, directly or indirectly,
more than five percent (5%) of any class of equity securities or similar interests in any corporation, business trust, association
or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.
(x) Capitalization.
The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Pricing
Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization”
(except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit
plans referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus or pursuant to the exercise
of convertible securities or options referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus).
All of the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are
fully paid and non-assessable; none of the outstanding shares of capital stock of the Company were issued in violation of the
preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company arising by operation of
law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under
any agreement to which the Company or any Subsidiary is a party.
(xi) Company Equity Awards. With respect to any stock options, restricted stock, restricted stock units, performance-based
equity awards or other equity or equity-based awards (the “Equity Awards”) granted pursuant to any compensation
or incentive plan of the Company or any of its Subsidiaries providing for the issuance of Equity Awards (the “Company
Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity
Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with
the terms of the Company Plans and in compliance with all other applicable laws and regulatory rules or requirements.
(xii) Authorization
of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by
it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This
Agreement has been duly authorized, executed and delivered by the Company.
(xiii) Securities
Offerings. All offers and sales of the Company’s capital stock and debt or other securities by the Company prior to
the date hereof were made in compliance with or were the subject of an available exemption from the Securities Act and the Securities
Act Regulations and all other applicable state and federal laws or regulations, or any actions under the Securities Act and the
Securities Act Regulations or any state or federal laws or regulations in respect of any such offers or sales are effectively
barred by effective waivers or statutes of limitation.
(xiv) Authorization
and Description of Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance
and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement
against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; all statements
relating to the Common Stock contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus and such
statements conform, in all material respects, to the rights set forth in the instruments defining the same; no holder of the Shares
will be subject to personal liability for the debts of the Company by reason of being such a holder; and the issuance of the Shares
is not subject to the preemptive rights, “gross-up rights,” rights of first refusal or other similar rights of any
securityholder of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal
or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock
of the Company or any of the Subsidiaries other than those described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and
the options or other rights granted thereunder, set forth in the Registration Statement, the Pricing Disclosure Package and the
Prospectus accurately and fairly present, in all material respects, the information required to be shown with respect to such
plans, arrangements, options and rights.
(xv) Registration
Rights. There are no contracts, agreements or understandings between the Company and any person granting such person registration
rights or other similar rights to have any securities registered for resale pursuant to the Registration Statement or otherwise
registered for resale or sold by the Company under the Securities Act by reason of filing of the Registration Statement with the
Commission or by reason of the sale of the Shares by the Company pursuant to this Agreement.
(xvi) Summaries
of Legal Matters. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
under the captions “Description of Common Stock” and “Material United States Federal Tax Considerations,”
insofar as they purport to describe provisions of the laws and regulations or documents referred to therein, are accurate, complete
and fair in all material respects.
(xvii) Absence
of Defaults and Conflicts. The Company is not in violation of its second amended and restated articles of incorporation (as
amended and restated, the “Charter”), or amended and restated bylaws (as amended and restated, the “Bylaws”);
none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents; neither the Company nor any
of its Subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property
or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation
of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority,
except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use
of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) and
compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not
and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of,
or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws
of the Company or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation
of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality
or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations
(except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
(xviii) Nasdaq Compliance. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, is listed
on The Nasdaq Global Select Market (“Nasdaq”) and the Company is in compliance in all material respects with the requirements
of Nasdaq for continued listing of the Common Stock thereon. The Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on Nasdaq,
nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or
listing approval. The transactions contemplated by this Agreement will not contravene the rules or regulations of Nasdaq.
(xix) Absence
of Labor Dispute. No labor dispute with the employees of the Company or any Subsidiary exists or, to the knowledge of the
Company, is imminent. The Company is not aware of any existing or imminent labor disturbance by the employees of any of its or
any Subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor the Bank is engaged
in any unfair labor practice; except for matters which would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, (A) there is (1) no unfair labor practice complaint pending or, to the Company’s knowledge,
threatened against the Company or the Bank before the National Labor Relations Board or any similar domestic or foreign body,
and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s
knowledge, threatened, (2) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened
against the Company or the Bank and (3) no union representation dispute currently existing concerning the employees of the Company
or the Bank, (B) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees
of the Company or the Bank and (C) there has been no violation of any federal, state, local or foreign law relating to discrimination
in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income
Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)
or any similar domestic or foreign law or the rules and regulations promulgated thereunder concerning the employees of the Company
or the Bank.
(xx) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any
court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against
or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, Pricing Disclosure
Package and Prospectus (other than as disclosed therein), or which, if determined adversely to the Company or any Subsidiary,
individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, nor to the Company’s
knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation; the aggregate of all pending legal
or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or
assets is the subject which are not described in the Registration Statement, Pricing Disclosure Package and Prospectus, including
ordinary routine litigation incidental to the business, if determined adversely to the Company or any Subsidiary, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(xxi) Bank
Holding Company Act. The Company has been duly registered as, and meets in all material respects the applicable requirements
for qualification as, a bank holding company under the applicable provisions of the Bank Holding Company Act of 1956, as amended.
The activities of the Company are permitted of a bank holding company, and the activities of the Subsidiaries are permitted of
subsidiaries of a bank holding company, under applicable law and the rules and regulations of the Board of Governors of the Federal
Reserve System (the “Federal Reserve”) set forth in Title 12 of the Code of Federal Regulations. The Company
is “well capitalized” as that term is defined as 12 C.F.R. Part 225.
(xxii) Compliance with Bank Regulatory Authorities. The Company and each of its Subsidiaries is in compliance in all material
respects with all applicable laws, rules and regulations (including, without limitation, all applicable regulations and orders)
of, or agreements with, the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”), and the Washington
State Department of Financial Institutions (the “WDFI”), as applicable (collectively, the “Bank Regulatory
Authorities”), the Equal Credit Opportunity Act, the Fair Housing Act, the Truth in Lending Act, the Community Reinvestment
Act (the “CRA”), the Home Mortgage Disclosure Act, the Bank Secrecy Act of 1970, as amended (the “Bank
Secrecy Act”) and Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), to the extent such laws or regulations apply to
the Company or the Bank, as applicable. The Company and, to the Company’s knowledge, the Bank have no knowledge of any facts
and circumstances, and have no reason to believe that any facts or circumstances exist, that could cause the Bank (A) to be deemed
not to be in satisfactory compliance with the CRA and the regulations promulgated thereunder or to be assigned a CRA rating by
federal or state banking regulators of lower than “satisfactory,” or (B) to be deemed to be operating in violation,
in any material respect, of the Bank Secrecy Act, the USA Patriot Act (otherwise known as the “Currency and Foreign Transactions
Reporting Act”) or any order issued with respect to the Anti-Money Laundering Laws (as defined below). As of September
30, 2024, the Bank met or exceeded the standards necessary to be considered “well capitalized” under the regulatory
framework for prompt corrective action of the FDIC. The Bank has been duly chartered, is validly existing under the laws of State
of Washington and holds the requisite authority to do business as a state-chartered bank with banking powers under the laws of
the State of Washington. The Bank is the only depository institution subsidiary of the Company and the Bank is a member in good
standing of the Federal Home Loan Bank System. The activities of the Bank are permitted under the laws and regulations of State
of Washington. Since December 31, 2015, the Company, the Bank and each of their respective subsidiaries have filed all material
reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal
Reserve, the FDIC, the WDFI and any other applicable federal or state banking authorities. All such reports and statements filed
with any such regulatory body or authority are collectively referred to herein as the “Company Reports.” As
of their respective dates, the Company Reports complied as to form in all material respects with all the rules and regulations
promulgated by the Federal Reserve, the WDFI and any other applicable federal or state banking authorities, as the case may be.
None of the Company, the Bank or any of their respective subsidiaries is a party or subject to any formal or informal agreement,
memorandum of understanding, consent decree, directive, cease-and-desist order, order of prohibition or suspension, written commitment,
supervisory agreement or other written statement as described under 12 U.S.C. § 1818(u) with, or order issued by, or has
adopted any board resolutions at the request of, the Federal Reserve, the FDIC, the WDFI or any other bank regulatory authority
that restricts materially the conduct of its business, or in any material manner relates to its capital adequacy, its credit policies
or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting
(or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding,
extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions or that impose any restrictions
or requirements not generally applicable to bank holding companies or commercial banks. There is no unresolved violation, criticism
or exception by any Bank Regulatory Authority with respect to any examination of the Company, the Bank or any of the Company’s
other Subsidiaries, which would reasonably be expected to result in a Material Adverse Effect.
(xxiii) Accuracy
of Exhibits. There are no contracts or documents which are required to be (A) described in the Registration Statement, the
Pricing Disclosure Package, the Prospectus, or (B) filed as exhibits thereto, which have not been so described and filed as required.
(xxiv) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification
or decree of, any court or governmental agency or body is necessary or required for the performance by the Company of its obligations
under this Agreement in connection with the offering, issuance or sale of the Shares or the consummation of the transactions contemplated
in this Agreement prior to the Closing Date, except such as have been already obtained or as may be required under the Securities
Act, the Securities Act Regulations, the rules of Nasdaq, the securities laws of any state or non-U.S. jurisdiction, or the rules
of Financial Industry Regulatory Authority, Inc. (“FINRA”). All of the information provided to the Underwriters
or to counsel for the Underwriters by the Company, its counsel, and to the Company’s knowledge, its officers and directors
and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the
offering of the Shares is true, complete, correct and compliant with FINRA’s rules, in all material respects, and any letters,
filings or other supplemental information provided to FINRA pursuant to FINRA rules are true, complete and correct in all material
respects.
(xxv) Possession
of Licenses and Permits. The Company and its Subsidiaries possess such permits, franchises, approvals, certificates, orders,
qualifications, designations, filings, licenses, approvals, registrations, memberships, consents and other authorizations (collectively,
“Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or
bodies necessary to conduct the business now operated by them; the Company and its Subsidiaries are in compliance with the terms
and conditions of all such Governmental Licenses, except where the failure to so comply would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, and no event has occurred that allows, or after notice or lapse
of time would allow, revocation or termination of any such Governmental License or result in any other material impairment of
the rights of any such Governmental License; all of the Governmental Licenses are valid and in full force and effect; and neither
the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any
such Governmental Licenses. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities
any material statement, report, information or form required by any applicable law, regulation or order, all such filings were
in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission,
agency or authority with respect to any such filings or submissions.
(xxvi) Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property
owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of
all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) do not materially affect the value of
such property and do not interfere with the use made and proposed to be made of such property by the Company or any Subsidiary.
All of the leases and subleases under which the Company or any of its Subsidiaries holds properties described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus are in full force and effect and are held under valid, subsisting
and enforceable leases, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been
asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above,
or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased
premises under any such lease or sublease.
(xxvii) Possession of Intellectual Property. The Company and its Subsidiaries own or possess, or can acquire on reasonable
terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures and excluding generally commercially available
“off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), systems,
technology, trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”)
necessary to carry on the business now operated by them, except where the failure to own or possess such Intellectual Property
would not reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has
received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any
Intellectual Property or of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect
the interest of the Company or any of its Subsidiaries therein, except where such infringement, conflict, inadequacy or invalidity
would not reasonably be expected to result in a Material Adverse Effect.
(xxviii) Environmental
Laws. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except as would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company
nor any of its Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”)
or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials
(collectively, “Environmental Laws”), (B) the Company and its Subsidiaries have all permits, authorizations
and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are
no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law
against the Company or any of its Subsidiaries, and (D) there are no events or circumstances that would reasonably be expected
to result in forming the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party
or governmental body or agency, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or
any Environmental Laws.
(xxix) ERISA. Each employee benefit plan, within the meaning of Section 3(3) of ERISA, that is maintained, administered
or contributed to by the Company or any Subsidiary or any member of the Company’s “control group” (within the
meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) for employees or former
employees of the Company and its affiliates (“Plan”) has been maintained in compliance in all material respects
with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA
and the Code. No “prohibited transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code
has occurred with respect to any such Plan, excluding transactions effected pursuant to a statutory or administrative exemption.
No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any
“employee benefit plan” established or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates
(as defined below). No “employee benefit plan” (as defined under ERISA) established or maintained by the Company,
the Subsidiaries or any of their ERISA Affiliates, if such employee benefit plan were terminated, could have any “amount
of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, the Subsidiaries nor any of their ERISA
Affiliates has incurred or reasonably expects to incur any liability under (A) Title IV of ERISA with respect to termination of,
or withdrawal from, any “employee benefit plan,” or (B) Sections 412, 4971, 4975 or 4980B of the Code. Each employee
benefit plan established or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates that is intended to be
qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which
could cause the loss of such qualification. With respect to each Plan subject to Title IV of ERISA, the minimum funding standard
of Section 302 of ERISA or Section 412 of the Code, as applicable, has been satisfied (without taking into account any waiver
thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into
account any waiver thereof or extension of any amortization period) and the fair market value of the assets under each Plan exceeds
the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). There
is no pending audit or investigation by the Internal Revenue Service (“IRS”), the U.S. Department of Labor,
the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign agency. “ERISA Affiliate”
means, with respect to the Company or a Subsidiary, any member of any group of organizations described in Sections 414(b),
(c), (m) or (o) of the Code or Section 4001(b) of ERISA of which the Company or such Subsidiary is a member.
(xxx) Internal
Control Over Financial Reporting. The Company and each of its Subsidiaries maintain a system of internal control over financial
reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act Regulations) that complies in all material respects with
the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial
officer and is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s
general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s
general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the
Prospectus is accurate and fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto in all material respects. Except as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal
year, (x) there has been no material weakness in the Company’s internal control over financial reporting (whether or not
remediated), (y) there has been no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting and (z)
the Company has not been advised of (a) any significant deficiencies in the design or operation of internal controls that could
adversely affect the ability of the Company or any Subsidiary to record, process, summarize and report financial data, or any
material weaknesses in internal controls, or (b) any fraud, whether or not material, that involves management or other employees
who have a significant role in the internal controls of the Company and each of the Subsidiaries. Based on the evaluation of the
Company’s and each Subsidiary’s disclosure controls and procedures described above, since the date of the most recent
audited financial statements, the Company has not been advised of (x) any significant deficiency in the design or operation of
internal controls which could adversely affect the Company’s or its Subsidiaries’ ability to record, process, summarize
and report financial data or any material weaknesses in internal controls or (y) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls.
Since the most recent evaluation of the Company’s disclosure controls and procedures described above, there have been no
changes in internal controls or in other factors that could significantly affect internal controls.
(xxxi) Disclosure
Controls and Procedures. The Company and its Subsidiaries employ disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) of the Exchange Act Regulations), which (A) comply with the requirements of the Exchange Act in all material
respects and that have been designed to ensure that information required to be disclosed by the Company in reports that it files,
furnishes or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, including controls and procedures designed to ensure that material information relating
to the Company and its Subsidiaries is accumulated and made known to the Company’s principal executive officer and principal
financial officer by others within the Company and its Subsidiaries to allow timely decisions regarding required disclosure, (B)
have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter,
and (C) were then effective in all material respects to perform the functions for which they were established.
(xxxii) Compliance
with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors
and officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act and
the rules and regulations promulgated in connection therewith with which the Company or any of its directors or officers is required
to comply.
(xxxiii) Pending
Procedures and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under
Section 8(d) or 8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the
Securities Act in connection with the offering of the Shares.
(xxxiv) Taxes.
All United States federal and state income tax returns of the Company and the Subsidiaries required by law to be filed have been
timely filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments
against which have been or will be promptly contested in good faith and as to which adequate reserves have been provided in the
Company’s financials in accordance with GAAP. The Company and the Subsidiaries have filed all other tax returns that are
required to have been filed by them pursuant to applicable foreign, state, local or other law, except insofar as the failure to
file such returns, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect,
and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary except
for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in the Company’s
financials in accordance with GAAP. The charges, accruals and reserves on the books of the Company and the Subsidiaries in respect
of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments
for additional income tax for any years not finally determined. Except as otherwise disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been or would reasonably be expected to be
asserted against the Company or any of its Subsidiaries or any of their respective properties or assets.
(xxxv) Insurance.
The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as the Company reasonably believes are adequate for the conduct of the business of the Company and its Subsidiaries
and the value of their properties and are prudent and customary in the businesses in which they are engaged including, but not
limited to, policies covering real and personal property owned or leased by the Company and each Subsidiary against theft, damage,
destruction, acts of vandalism and earthquakes; neither the Company nor any of its Subsidiaries has been refused any insurance
coverage sought or applied for; and the Company has no reason to believe that it or any Subsidiary will not be able to renew their
existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary
to continue their business at a cost that would not reasonably be expected to result in a Material Adverse Effect. All such insurance
is fully in force as of the date hereof.
(xxxvi) Investment
Company Act. The Company is not, and upon the issuance and sale of the Shares as herein contemplated and the application of
the net proceeds therefrom as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will
not be, an “investment company” or an entity “controlled” by an “investment company” as such
terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(xxxvii) Absence
of Manipulation. Neither the Company nor any of the Subsidiaries, nor any affiliates of the Company or its Subsidiaries, has
taken, directly or indirectly, and neither the Company nor any of the Subsidiaries, nor any affiliates of the Company or its Subsidiaries,
will take, directly or indirectly, any action designed to cause or result in, or which constitutes or might reasonably be expected
to constitute, the stabilization or manipulation of the price of any security of the Company or any “reference security”
(as defined in Rule 100 of Regulation M under the Exchange Act) to facilitate the sale or resale of the Shares or otherwise, and
has taken no action which would directly or indirectly violate Regulation M under the Exchange Act.
(xxxviii)
Foreign Corrupt Practices Act. None of the Company, any of its Subsidiaries or any director, officer, agent
or employee of the Company or any of its Subsidiaries nor, to the best knowledge of the Company, any affiliate or other person
associated with or acting on behalf of the Company or any of its Subsidiaries has (A) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made or taken an act in furtherance
of an offer, promise or authorization of any direct or indirect unlawful payment to any foreign or domestic government official
or employee from corporate funds, including of any government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official
or candidate for political office; (C) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977,
as amended (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the
United Kingdom, or any other applicable anti-bribery or anti-corruption law, statute or regulation; or (D) made, offered, agreed,
requested or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment
or benefit. To the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have
instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.
(xxxix)
Anti-Money Laundering Laws. The operations and conduct of the Company and its Subsidiaries and, to the knowledge
of the Company, their respective affiliates, are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements, including those of the Bank Secrecy Act, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any governmental agency or body (collectively, the “Anti-Money Laundering Laws”); and no action,
suit or proceeding by or before any court, governmental agency or body or any arbitrator involving the Company or any of its Subsidiaries
with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. The Company and
its Subsidiaries and, to the knowledge of the Company, their respective affiliates, have conducted their businesses in compliance
with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed
to promote and achieve compliance with such laws.
(xl) OFAC.
None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge
of the Company, any agent, employee, affiliate or person acting on behalf of the Company or any of the Subsidiaries is or has
been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business
activity related to (w) Cuba, Iran, North Korea, Sudan, Syria, the Crimea region and the
non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic,
and so-called Luhansk People’s Republic regions of Ukraine identified pursuant to Executive Order 14065 (“Sanctioned
Countries”), (x) the government of any Sanctioned Country, (y) any person, entity or organization located in, resident
in, formed under the laws of, or owned or controlled by the government of, any Sanctioned Country, or (z) any person, entity or
organization made the subject of any sanctions administered or enforced by the United States Government, including, without limitation,
the list of Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
or by the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority
(collectively, “Sanctions”) and the Company will not directly or indirectly use the proceeds from the sale
of the Shares sold by it, or lend, contribute or otherwise make available such proceeds to any Subsidiary, or any joint venture
partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country
or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that will result
in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor
or otherwise) of U.S. sanctions administered by OFAC; (B) engaged in any transfers of goods, technologies or services (including
financial services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities
proscribed by United States laws, rules or regulations; (C) a person, entity or organization currently the subject of any Sanctions;
or (D) located, organized or resident in any Sanctioned Country.
(xli) Relationship.
No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the
directors, officers, shareholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, that is required
by the Securities Act or Securities Act Regulations to be described in the Registration Statement and/or the Prospectus and that
is not so described.
(xlii) Lending
Relationship. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the
Company (A) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and
(B) does not intend to use any of the proceeds from the sale of the Shares to repay any outstanding debt owed to any affiliate
of any Underwriter.
(xliii) No
Restrictions on Subsidiaries; No Transactions. Except in each case as otherwise disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, no Subsidiary of the Company is currently prohibited, directly or indirectly, under
any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making
any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary
from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary
of the Company. Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, neither the Company nor any of its Subsidiaries is a party to a letter of intent, accepted term sheet or similar instrument
or any binding agreement that contemplates an acquisition, disposition, transfer or sale of the assets (as a going concern) or
capital stock of the Company or of any Subsidiary or business unit or any similar business combination transaction which would
be material to the Company and its Subsidiaries taken as a whole.
(xliv) Statistical
and Market-Related Data. The statistical and market related data contained in the Registration Statement, the Pricing Disclosure
Package and Prospectus are based on or derived from sources which the Company believes are reliable and accurate.
(xlv) Distribution
of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of
the Closing Date and the completion of the Underwriters’ distribution of the Shares, any offering material in connection
with the offering and sale of the Shares other than the Registration Statement, the Pricing Disclosure Package, the Prospectus,
any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule II hereto or
any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule
II hereto (each, a “Company Additional Written Communication”). Each such Company Additional Written Communication,
when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Company
Additional Written Communications based upon and in conformity with written information furnished to the Company by any Underwriter
through the Representative specifically for use therein, it being understood and agreed that the only such information furnished
by any Underwriter through the Representative consists of the Underwriter Information.
(xlvi) Forward-Looking Statements. Each financial or operational projection or other “forward-looking statement”
(as defined by Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement,
the Pricing Disclosure Package and the Prospectus (A) was so included by the Company in good faith and with reasonable basis after
due consideration by the Company of the underlying assumptions, estimates and other applicable facts and circumstances, and (B)
is accompanied by meaningful cautionary statements identifying those factors that could cause actual results to differ materially
from those in such forward-looking statement. No such statement was made with the knowledge of an executive officer or director
of the Company that it was false or misleading.
(xlvii) Lock-Up Agreements. Each of the Company’s officers, as defined by Rule 16a-1(f) of the Exchange Act
Regulations, and directors, in each case as listed on Schedule IV hereto, has duly executed and delivered “lock-up”
agreements as contemplated by Section 5(m) hereof.
(xlviii) Fees. Other than as contemplated by this Agreement and the separate financial advisory agreement with Hovde Group,
LLC, there is no broker, finder or other party that is entitled to receive from the Company or any Subsidiary any brokerage or
finder’s fee or any other fee, commission or payment as a result of the transactions contemplated by this Agreement.
(xlix) Deposit Insurance. The deposit accounts of the Bank are insured by the FDIC up to applicable legal limits, the Bank
has paid all premiums and assessments required by the FDIC and the regulations thereunder, and no proceeding for the termination
or revocation of such insurance is pending or, to the knowledge of the Company, threatened.
(l) Derivative Instruments. Any and all material swaps, caps, floors, futures, forward contracts, option agreements
(other than options issued under the Company’s shareholder-approved benefit plans) and other derivative financial instruments,
contracts or arrangements, whether entered into for the account of the Company or any of its Subsidiaries or for the account of
a customer of the Company or any of its Subsidiaries, were entered into in the ordinary course of business and in accordance with
applicable laws, rules, regulations and policies of all applicable regulatory agencies and with counterparties believed by the
Company to be financially responsible. The Company and each of its Subsidiaries have duly performed in all material respects all
of their obligations thereunder to the extent that such obligations to perform have accrued, and there are no breaches, violations
or defaults or allegations or assertions of such by any party thereunder except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.
(li) Contracts.
The material contracts to which the Company or any of its Subsidiaries is a party have been duly and validly authorized, executed
and delivered by the Company or its Subsidiaries, as the case may be, and constitute the legal, valid and binding agreements of
the Company or its Subsidiaries, enforceable by and against it in accordance with their respective terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’
rights generally, and general equitable principles relating to the availability of remedies, and subject to 12 U.S.C. § 1818(b)(6)(D)
(or any successor statute) and similar bank regulatory powers and to the application of principles of public policy, and except
as rights to indemnity or contribution may be limited by federal or state securities laws and the public policy underlying such
laws. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor the Bank has
sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred
to or described in the Pricing Disclosure Package and Prospectus, or referred to or described in, or filed as an exhibit to, the
Pricing Disclosure Package and Prospectus, and no such termination or non-renewal has been threatened by the Company or the Bank
or, to the Company’s knowledge, any other party to any such contract or agreement; and there are no contracts or documents
of the Company or its Subsidiaries that are required to be described in the Pricing Disclosure Package and the Prospectus or to
be filed as exhibits thereto by the Securities Act or by the rules and regulations of the Commission thereunder that have not
been so described and filed.
(lii) Off-Balance
Sheet Transactions. There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus (other than as disclosed therein).
(liii) Margin
Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the
Federal Reserve or any other regulation of the Federal Reserve.
(liv) Cybersecurity.
(A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any
of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data
and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party
data maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data
processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology) (collectively, “IT
Systems and Data”) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(B) neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition
that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems
and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (C)
the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to
maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by
applicable regulatory standards. The Company and its Subsidiaries are presently in material compliance with all applicable laws
or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the
protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except where the failure
to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) The
Bank represents and warrants to, and agrees with, each Underwriter as of the date hereof, as of the Applicable Time, as of the
Closing Date (as defined below), and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, as follows:
(i) Good Standing of the Bank. The Bank has been duly chartered and is validly existing as a bank chartered under
the laws of the State of Washington, is in good standing under the laws of the State of Washington and has been duly qualified
as a foreign bank for the transaction of business and is in good standing in each other jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to
so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect.
(ii) Absence
of Defaults. Neither the Bank nor any of its Subsidiaries is (A) in violation of its articles or certificate of incorporation,
bylaws or other organizational or governing documents, (B) in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement
or instrument to which the Bank or any of its Subsidiaries is a party or by which any of them is bound or to which any of the
property or assets of the Bank or any of its Subsidiaries is subject (collectively, the “Bank Instruments”)
or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any court or governmental agency
or body having jurisdiction over the Bank or any of its Subsidiaries, except, solely in the case of clauses (B) and (C), for such
violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.
(iii) No
Conflicts. The execution, delivery and performance of this Agreement by the Bank, compliance by the Bank with all of the provisions
of this Agreement and the consummation of the transactions contemplated herein do not and will not contravene, conflict with,
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument (except
for such conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect), nor does or will any such action contravene, conflict with or result in a breach or violation of any
of the terms or provisions of the articles of incorporation or association or bylaws of the Bank or any law, statute, rule, regulation,
judgment, order, writ or decree of any court or governmental agency or body having jurisdiction over the Bank or any of its Subsidiaries
or any of their properties.
(iv) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Bank.
(c) Each of the Company and the Bank has a reasonable basis for making each of the representations set forth in Section 1(a)
and 1(b), as applicable. Each of the Company and the Bank acknowledges that the Underwriters and, for purposes of the opinions
to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, may rely upon the accuracy
and truthfulness of the foregoing representations and hereby consents to such reliance. Any certificate signed by, or on behalf
of, the Company or the Bank delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation
and warranty by the Company or the Bank, respectively, to the Underwriters as to the matters covered thereby.
Section
2. Sale and Delivery
to the Underwriters.
(a) Firm
Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally
and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule I hereto (the “Purchase
Price”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, plus
any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section
9 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall
make to eliminate any sales or purchases of fractional shares.
(b) Option Shares. On the basis of the representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an
additional 180,000 shares of Common Stock at the price per share set forth in Schedule I hereto. The option hereby granted
may be exercised within 30 days after the date hereof and may be exercised in whole or in part at any time within such period
from time to time upon notice by the Representative to the Company setting forth the number of Option Shares as to which the several
Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time
and date of delivery of the Option Shares (each, a “Date of Delivery”) shall be determined by the Representative,
but shall not be later than 10 full business days after the exercise of said option, nor in any event prior to the Closing Date
(as defined below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting
severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number
of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares,
subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases
of fractional shares.
(c) Payment.
(i) It is understood that the several Underwriters propose to offer the Firm Shares for sale to the public upon the terms and
conditions set forth in the Prospectus. The Company will deliver the Firm Shares to the Representative through the facilities
of The Depository Trust Company (“DTC”) for the accounts of the Underwriters, against payment of the Purchase
Price therefor in Federal (same day) funds by wire transfer to an account designated by the Company, in the case of Firm Shares
sold by the Company at the office of Hunton Andrews Kurth LLP, 1445 Ross Avenue, Suite 3700, Dallas, Texas 75202, at 10:00 A.M.,
New York time, on December 12, 2024, unless postponed in accordance with Section 9 hereof, or such other time and date not later
than 1:30 P.M., New York City time, on the fifth business day thereafter, as the Representative and the Company determine,
such time and date of payment and delivery being referred to herein as the “Closing Date.” For purposes of
Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement
date for payment of funds and delivery of securities for all the Firm Shares. The certificates or book-entry security entitlements
for the Firm Shares so to be delivered will be in such denominations and registered in such names as the Representative requests
and, if the Firm Shares are to be certificated, will be delivered and made available for checking and packaging at the above-mentioned
office of Hunton Andrews Kurth LLP at least 24 hours prior to the Closing Date.
(ii) Each
Date of Delivery, which may be the Closing Date, shall be determined by the Representative as provided above. The Company will
deliver the Option Shares being purchased on each Date of Delivery to the Representative through the facilities of DTC for the
accounts of the Underwriters, against payment of the Purchase Price therefor in Federal (same day) funds by wire transfer to an
account designated by the Company, in the case of Option Shares sold by the Company at the above-mentioned office of Hunton Andrews
Kurth LLP, at 10:00 A.M., New York time, on the applicable Date of Delivery. The certificates or book-entry security entitlements
for the Option Shares so to be delivered will be in such denominations and registered in such names as the Representative requests
and, if the Option Shares are to be certificated, will be delivered and made available for checking and packaging at the above
office of Hunton Andrews Kurth LLP at least 24 hours prior to such Date of Delivery.
Section
3. Covenants.
The Company
further covenants and agrees with each of the Underwriters as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430B, and will notify the Representative immediately, and confirm the notice in writing, (i) when any post-effective amendment
to the Registration Statement shall become effective, or any amendment or supplement to the Pricing Disclosure Package or the
Prospectus shall have been used or filed, as the case may be, including any document incorporated by reference therein, in each
case only as permitted by Section 3 hereof, (ii) of the receipt of any comments from the Commission, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or supplement to the Pricing Disclosure Package or
Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement
or any respective post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus,
or the Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities
Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities
Act in connection with the offering of the Shares. The Company will promptly effect the filings necessary pursuant to Rule 424(b)
in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and will take such steps
as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received
for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at
the earliest possible moment.
(b) Filing of Amendments. The Company will give the Representative notice of its intention to file or prepare any amendment
or supplement to the Registration Statement (including any filing under Rule 462(b) of the Securities Act Regulations), the Base
Prospectus, the Pricing Disclosure Package, or the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise,
will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or
use, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters
shall object.
(c) Delivery
of Registration Statement. The Company has made available or will deliver to the Representative and counsel for the Underwriters,
without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits
filed therewith) and conformed copies of all consents and certificates of experts, and will also, upon your request, deliver to
the Representative, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished
to each Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many written and electronic copies of any
preliminary prospectus, Prospectus and/or the Pricing Disclosure Package as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, no later than the second business day following the completion of the sale of the Shares, and from time to time
thereafter during the period when the Prospectus is required to be delivered in connection with sales of the Shares under the
Securities Act or the Exchange Act or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations,
such number of written and electronic copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably
request. The Prospectus and any amendments or supplements thereto furnished to each Underwriter will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e) Continued Compliance with Securities Laws. The Company will comply with the Securities Act and the Securities Act
Regulations and the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Shares
as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at
any time when a prospectus is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations, would be) required
by the Securities Act to be delivered in connection with sales of the Shares ending no later than nine months from the date hereof
(the “Delivery Period”), any event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration
Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) amend or supplement the Prospectus in order that the Prospectus,
as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser,
or (iii) if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend
or supplement the Prospectus, including, without limitation, any document incorporated therein by reference, in order to comply
with the requirements of the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations,
the Company will promptly (A) give the Representative written notice of such event or condition, (B) prepare and file with the
Commission, subject to Section 3(b) of this Agreement, such amendment or supplement as may be necessary to correct such statement
or omission or to make the Registration Statement or the Prospectus comply with such requirements and use its best efforts to
have any amendment to the Registration Statement declared effective by the Commission as soon as possible, and (C) furnish to
each Underwriter such number of copies of such amendment or supplement as such Underwriter may reasonably request. If at any time
following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which
such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement
or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading,
the Company has promptly notified or will promptly notify the Representative and has promptly amended or will promptly amend or
supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or
omission.
(f) Filing
or Use of Amendments or Supplements. During the Delivery Period, the Company (A) will furnish to the Representative for review,
a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement
(including any Rule 462(b) Registration Statement), a copy of each such amendment or supplement, and (B) will not amend or supplement
the Registration Statement without the Representative’s prior written consent. Prior to amending or supplementing the preliminary
prospectus contained in the Pricing Disclosure Package or the Prospectus, the Company shall furnish to the Representative for
review, a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each
such proposed amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without the
Representative’s prior written consent, which consent shall not be unreasonably withheld.
(g) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify
the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign)
as the Representative may designate and to maintain such qualifications in effect for the Delivery Period; provided, that
the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or
as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Shares have been so qualified,
the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification
in effect for the Delivery Period. The Company will also supply the Underwriters with such information as is necessary for the
determination of the legality of the Shares for investment under the laws of such jurisdiction as such Underwriter may request.
(h) Earnings Statement. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order
to make generally available (within the meaning of Section 11(a) of the Securities Act) to its securityholders and to the Underwriters
as soon as practicable, but in any event not later than 45 days after the end of its fiscal quarter in which the first anniversary
date of the effective date of the Registration Statement occurs, an earnings statement (as defined and in the form complying with
the provisions of Rule 158 of the Securities Act Regulations and satisfying the provisions of Section 11(a) of the Securities
Act).
(i) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Shares in the manner
specified in the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus under the heading “Use
of Proceeds.” The Company will not invest or otherwise use the proceeds received by the Company from its sale of the Shares
in such a manner as could require the Company or any of the Subsidiaries to register as an investment company under the Investment
Company Act.
(j) Listing.
The Company will use its best efforts to effect and maintain the listing of the Shares on Nasdaq and will file with Nasdaq all
documents and notices required by Nasdaq.
(k) Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up
Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the
meaning of Rule 16a-1(h) of the Exchange Act Regulations, or otherwise dispose of or transfer any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for shares of Common Stock, or file any registration statement under
the Securities Act with respect to any of the foregoing or (ii) enter into any swap, hedge or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock
or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B)
any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding
on the date hereof and referred to in the Prospectus, or (C) any shares of Common Stock issued, or options, restricted stock units
or other securities to purchase Common Stock granted, pursuant to existing employee benefit plans of the Company referred to in
the Prospectus, as such plans may be amended. The Company also agrees that during the Lock-Up Period, other than for the sale
of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any
amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for any registration statement
on Form S-8 relating to employee benefit plans.
(l) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the
Securities Act or the Exchange Act, will file all documents required to be filed by the Company with the Commission pursuant to
the Exchange Act within the time periods required by, and each such document will meet the requirements of, the Exchange Act and
the Exchange Act Regulations.
(m) Lock-Up Agreements. During the Lock-Up Period, the Company will enforce all agreements between the Company and any
of its security holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of shares of Common
Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, or any of the other actions
restricted or prohibited under the terms of the form of “lock-up” agreement substantially in the form of Exhibit
A hereto. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities
of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated by such agreements,
including, without limitation, “lock-up” agreements entered into by the Company’s officers, directors and shareholders
pursuant to Section 5(m) hereof.
(n) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it
will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided, that the Representative will be deemed to have consented to any Issuer
Free Writing Prospectus and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i)
that has been furnished to and reviewed by the Representative a reasonable amount of time prior to the proposed time of filing
or use thereof. The Company represents that it has treated, or agrees that it will treat, each such free writing prospectus consented
to, or deemed consented to, by the Representative as an Issuer Free Writing Prospectus and that it has complied and will comply
with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required,
legending and recordkeeping. If at any time following issuance of an Issuer Free Writing Prospectus during the Delivery Period
there occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify
the Representative in writing and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to
correct such untrue statement or omission.
(o) DTC.
The Company will cooperate with the Representative and use its best efforts to permit the Shares to be eligible for clearance,
settlement and trading through the facilities of DTC, if required.
(p) Electronic Prospectus. If so requested by the Representative, the Company will cause to be prepared and delivered,
at its expense, within one business day from the effective date of this Agreement, to the Representative an “electronic
Prospectus” to be used by the Underwriters in connection with the offering and sale of the Shares. As used herein, the term
“electronic Prospectus” means a form of preliminary prospectus, Pricing Disclosure Package, any Issuer Free Writing
Prospectus or the Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (A) it shall
be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Representative
and the other Underwriters to offerees and purchasers of the Shares, (B) it shall disclose the same information as such paper
preliminary prospectus, Issuer Free Writing Prospectus or the Prospectus, as the case may be, and (C) it shall be in or convertible
into a paper format or an electronic format, satisfactory to the Representative, that will allow investors to store and have continuously
ready access to such preliminary prospectus, Issuer Free Writing Prospectus or the Prospectus at any future time, without charge
to investors (other than any fee charged for subscription to the Internet generally). The Company hereby confirms that, if so
requested by the Representative, it has included or will include in the Prospectus filed with the Commission an undertaking that,
upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly,
without charge, a paper copy of such paper preliminary prospectus, Issuer Free Writing Prospectus or the Prospectus to such investor
or representative.
(q) Regulation
M. The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action
designed to cause or result in or which constitutes or might reasonably be expected to constitute stabilization or manipulation
of the price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the
Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of
Regulation M.
(r) Transfer Agent. The Company shall maintain a registrar and transfer agent for the Shares.
(s) Bank Stock. During the period beginning on the date hereof and ending on the later of the fifth anniversary of the
Closing Date or the date on which the Underwriters receive full payment in satisfaction of any claim for indemnification or contribution
to which they may be entitled pursuant to Section 8 or Section 9 of this Agreement, the Company shall not, without the prior written
consent of the Representative, take or permit to be taken any action that could result in the Bank’s common stock becoming
subject to any security interest, mortgage, pledge, lien or encumbrance.
(t) Sarbanes-Oxley Act. The Company and its Subsidiaries will comply in all material respects with all effective applicable
provisions of the Sarbanes-Oxley Act.
Section
4. Expenses.
The Company
covenants and agrees with the several Underwriters that, whether or not the transactions contemplated by this Agreement are consummated,
the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including
(A) the fees, disbursements and expenses of the Company’s counsel, accountants and other advisors, (B) filing fees and all
other expenses in connection with the preparation, printing and filing of the Registration Statement, each preliminary prospectus,
the Pricing Disclosure Package, any Issuer Free Writing Prospectus, and the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and dealers, (C) the cost of printing or producing this Agreement,
closing documents (including any compilations thereof) and such other documents as may be required in connection with the offering,
purchase, sale and delivery of the Shares, (D) all expenses in connection with the qualification of the Shares for offering and
sale under state securities laws as provided in Section 3(g), including filing fees and the reasonable fees and disbursements
of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey, (E) all fees
and expenses in connection with listing the Common Stock (including the Shares) on Nasdaq, (F) the costs, fees and expenses incurred
by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’
participation in the offering and distribution of the Shares, including any related filing fees and the reasonable fees and disbursements
of counsel to the Underwriters, subject to a cap on such legal expenses of $10,000, (G) all fees and expenses in connection with
the preparation, issuance and delivery of the certificates representing the Shares to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters,
(H) the cost and charges of any transfer agent or registrar, (I) the transportation and other expenses incurred by the Company
in connection with presentations to prospective purchasers of Shares, (J) the costs and expenses of the Company relating to investor
presentations on any road show or any Issuer Free Writing Prospectus undertaken in connection with the offering of the Shares,
including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses
associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with
the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representative, employees
and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show,
and (K) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 4.
If this
Agreement is terminated by the Representative in accordance with the provisions of Section 5, Section 9 or Section 10 hereof,
the Company shall reimburse the Underwriters for all of their out-of-pocket expenses reasonably incurred, including the reasonable
fees and disbursements of counsel for the Underwriters.
Section
5. Conditions
of the Underwriters’ Obligations.
The several
obligations of the Underwriters hereunder to purchase the Shares on the Closing Date and each Date of Delivery, as the case may
be, are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any
officer of the Company or any of its Subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company
of its obligations hereunder and to the following additional conditions:
(a) The
Registration Statement was filed by the Company with the Commission and has been declared effective not earlier than three years
prior to the date hereof. Each preliminary prospectus, each Issuer Free Writing Prospectus (if required to be filed) and the Prospectus
shall have been filed as required by Rule 424(b) (without reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the
time period prescribed by, and in compliance with, the Securities Act Regulations. If the Company has elected to rely on Rule
462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., New York City time, on the date of this
Agreement. At the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission,
no notice of objection to the use of the Registration Statement or any post-effective amendment thereto shall have been received
by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or
supplement thereto shall have been issued and no proceedings for any of those purposes shall have been instituted, be pending
or, to the Company’s knowledge, be contemplated. The Company has complied with each request (if any) from the Commission
for additional information.
(b) The
respective representations and warranties of the Company and the Bank contained herein are true and correct on and as of the Closing
Date (and each Date of Delivery), as if made on and as of the Closing Date (and each Date of Delivery), and each of the Company
and the Bank shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date (and each Date of Delivery, as the case may be, with respect to the Company and the Bank).
(c) Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date and each Date of Delivery, as the case may be, there
shall not have occurred any downgrading, nor shall any notice have been given of (i) any downgrading, (ii) any intended or potential
downgrading, or (iii) any review or possible change that does not indicate an improvement, in the rating accorded any securities
of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,”
as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(d) (i) Neither the Company nor any Subsidiary shall have sustained since the date of the latest audited financial statements
included in the Pricing Disclosure Package any material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which
information is given in the Registration Statement and the Prospectus, (A) there shall not have been any change in the capital
stock or long-term debt of the Company or any Subsidiary, (B) there shall not have been any Material Adverse Effect and (C) neither
the Company nor any of its Subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of
business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct
or contingent, that is material to the Company and its Subsidiaries taken as a whole the effect of which, in any such case described
in clause (i) or (ii), is in the judgment of the Representative so material and adverse as to make it impracticable or inadvisable
to proceed with the public offering or the delivery of the Shares being delivered at such Closing Date or Date of Delivery, as
the case may be, on the terms and in the manner contemplated in the Pricing Disclosure Package.
(e) The Representative shall have received on and as of the Closing Date and each Date of Delivery, as the case may be, a certificate
of two executive officers of the Company, at least one of whom has specific knowledge about the Company’s financial matters,
satisfactory to the Representative, to the effect (i) set forth in Section 5(b) (with respect to the respective representations,
warranties, agreements and conditions of the Company and the Bank) and Section 5(c), (ii) that none of the situations set forth
in clause (i) or (ii) of Section 5(d) shall have occurred, and (iii) that no stop order suspending the effectiveness of the Registration
Statement has been issued and to the knowledge of the Company, no proceedings for that purpose have been instituted or are pending
or contemplated by the Commission.
(f) On
the Closing Date and each Date of Delivery, as the case may be, the Representative shall have received the favorable written opinion
and negative assurance letter, dated the Closing Date or such Date of Delivery, respectively, each of (i) Covington & Burling
LLP, counsel for the Company, and (ii) Adams & Duncan Inc., P.S., counsel for the Company, in form and substance reasonably
satisfactory to counsel for the Underwriters.
(g) Moss Adams LLP shall have furnished to the Representative a letter, dated the date of this Agreement, in form and substance
satisfactory to the Representative, containing statements and information of the type customarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained
in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(h) On the date of this Agreement and on the Closing Date and any Date of Delivery, as the case may be, if requested by the
Representative, the Company shall have furnished to the Representative certain certificates of the chief financial officer of
the Company, dated the respective date of delivery, in form and substance satisfactory to the Representative.
(i) On
the Closing Date and each Date of Delivery, as the case may be, the Representative shall have received from Moss Adams LLP a letter,
dated the Closing Date or such Date of Delivery, as the case may be, to the effect that such accounting firm reaffirms the statements
made in its letter or letters furnished pursuant to Section 5(g), except that the specified date referred to therein for the carrying
out of procedures shall be not more than three business days prior to the Closing Date or such Date of Delivery, as the case may
be.
(j) On
the Closing Date and each Date of Delivery, as the case may be, the Representative shall have received the opinion, dated the
Closing Date or such Date of Delivery, of Hunton Andrews Kurth LLP, counsel for the Underwriters, in connection with the offer
and sale of the Shares, in form and substance satisfactory to the Underwriters.
(k) The
Common Stock (including the Shares) is registered pursuant to Section 12(b) of the Exchange Act and is listed on Nasdaq, and the
Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the Commission
or Nasdaq is contemplating terminating such registration or listing.
(l) FINRA
shall have not raised any objection with respect to the fairness and reasonableness of the underwriting terms and conditions relating
to the offering of the Shares.
(m) The
Representative shall have received “lock-up” agreements, each substantially in the form of Exhibit A hereto,
from each of the persons listed on Schedule IV hereto, and, except as may have been waived pursuant to their terms, each
such agreement shall be in full force and effect on the Closing Date and each Date of Delivery, as the case may be.
(n) On
or prior to the Closing Date and each Date of Delivery, as the case may be, the Company shall have furnished to the Representative
such further information, certificates and documents as the Representative shall reasonably request.
(o) On
or after the Applicable Time there shall not have occurred any of the events, circumstances or occurrences set forth in Section
9.
(p)
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by
any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any Date of Delivery,
as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the Closing Date, or any Date of Delivery, as the case may be, prevent the sale of the
Shares.
(q) The
Representative shall have received, on and as of the Closing Date, satisfactory evidence of the good standing of the Company and
the Bank in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative
may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities
of such jurisdictions.
(r) Prior
to the Closing Date, the Shares shall be eligible for clearance, settlement and trading in book-entry-only form through the facilities
of DTC.
(s) Upon
request of any Underwriter, the Company shall furnish, or cause to be furnished, to such Underwriter an electronic version of
the Company’s trademarks, service marks and corporate logo for use on the website, if any, operated by such Underwriter
for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, that the License
shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.
If any
condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement, or,
in the case of any condition to the purchase of Option Shares on a Date of Delivery which is after the Closing Date, the obligations
of the several Underwriters to purchase the relevant Option Shares, may be terminated by the Representative by notice to the Company
at any time at or prior to Closing Date or such Date of Delivery, as the case may be, and such termination shall be without liability
of any party hereto to any other party hereto except as provided in Section 4 hereof and except that Sections 7, 8, 9, 14, 15,
16, and 17 hereof shall survive any such termination and remain in full force and effect.
Section
6. Effectiveness.
This Agreement
shall become effective upon the execution and delivery hereof by the parties hereto.
Section
7. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and their respective affiliates (as such
term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), members, directors,
officers, employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged
untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure
Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus,
any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto)
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 7(d) hereof) any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably
incurred in investigating, preparing or defending against, or appearing as a witness or providing information or documents in
connection with any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii) above;
provided, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any
information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus,
the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with
the Underwriter Information.
(b) Indemnification of the Company, Directors and Officers by the Underwriters. Each Underwriter, severally and not
jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement,
and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule
430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as
a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) hereof, counsel to the indemnified parties shall
be selected by the Representative and, in the case of the parties indemnified pursuant to Section 7(b) hereof, counsel shall be
selected by the Company. In any action the defense of which is assumed by the indemnifying party pursuant to this Agreement, an
indemnified party shall have the right to participate in such action and to retain its own counsel at the expense of such indemnified
party, except that the fees and expenses of such counsel shall be borne by the indemnifying party if (i) the indemnifying party
and such indemnified party shall have mutually agreed in writing to the retention of such counsel, (ii) the indemnifying party
shall have failed in a timely manner to assume the defense and employ counsel reasonably satisfactory to the indemnified party
in such action, or (iii) the indemnified party reasonably determines that defenses may be available to the indemnified party which
are not available to the indemnifying party or may not be consistent with the best interests of the indemnifying party. In no
event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without
the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes
an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding
or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.
(d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it
shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.
Section
8. Contribution.
If the
indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party,
as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Bank, on
the one hand, and the Underwriters, on the other hand, from the offering of the Shares pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Bank, on the one hand,
and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable considerations.
The relative
benefits received by the Company and the Bank, on the one hand, and the Underwriters, on the other hand, in connection with the
offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds
from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company and the Bank, on
the one hand, and the total underwriting discount and commissions received by the Underwriters, on the other hand, in each case
as set forth on the cover of the Prospectus, bear to the aggregate public offering price of the Shares as set forth on the cover
of the Prospectus.
The relative
fault of the Company and the Bank, on the one hand, and the Underwriters, on the other hand, shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company and the Bank or by the Underwriters and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company
and the Bank, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding
the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting discount
received by such Underwriter in connection with the Shares underwritten by it and distributed to the public.
No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ respective obligations to contribute
pursuant to this Section 8 are several in proportion to the number of Firm Shares set forth opposite their respective names in
Schedule I hereto and not joint.
For purposes
of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act and each Underwriter’s Affiliates, members, directors, officers, employees and agents shall
have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed
the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.
Section
9. Default by
One or More Underwriters.
If one
or more of the Underwriters shall fail at the Closing Date or a Date of Delivery, as the case may be, to purchase the Shares which
it or they are obligated to purchase under this Agreement on such Closing Date or Date of Delivery (the “Defaulted Securities”),
the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as
may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements
within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the total number of Shares that the Underwriters are obligated
to purchase on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the
full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations
of all non-defaulting Underwriters; or
(b) if the number of Defaulted Securities exceeds 10% of the total number of Shares that the Underwriters are obligated to
purchase on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date, the obligation
of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Date of Delivery
shall terminate without liability on the part of any non-defaulting Underwriter.
No action
taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the
event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which
is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company
to sell the relevant Option Shares, as the case may be, either the Representative or the Company shall have the right to postpone
the Closing Date or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect
any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein,
the term “Underwriter” includes any person substituted for an Underwriter under this Section 9.
Section
10. Termination.
(a) Termination;
General. The Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Date
(i) if there has been, since the time of execution of this Agreement, any Material Adverse Effect in the judgment of the Representative;
(ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial
markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving
a prospective change in national or international political, financial or economic conditions, including, without limitation,
as a result of terrorist activities, (iii) there shall not have been any decrease in or withdrawal of the rating of any debt securities
or preferred securities of the Company or any of its Subsidiaries by any “nationally recognized statistical rating organization”
(as defined for purposes of Section 3(a)(62) of the 1934 Act) or any notice given of any intended or potential decrease in or
withdrawal of any such rating or of a possible change in any such rating that does not indicate the direction of the possible
change, (iv) if trading in any securities of the Company has been suspended or materially limited by the Commission or Nasdaq,
or if trading generally on the New York Stock Exchange or Nasdaq has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the
Commission, FINRA or any other governmental authority, (v) a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States, or (vi) if a general moratorium on commercial banking activities has been
declared by federal, State of New York or State of Washington authorities, in each case the effect of which is such as to make
it, in the judgment of the Representative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale
of the Shares.
(b) Liabilities. If this Agreement is terminated pursuant to this Section 10, such termination will be without liability
of any party to any other party except as provided in Section 4 hereof; provided, that the provisions of Sections 1, 7, 8, 9,
13, 14, 15, 16 and 17 shall survive such termination and remain in full force and effect.
Section
11. Use of Free Writing Prospectuses
by Underwriters.
Each Underwriter
represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will
not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in
Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed
with the Commission.
Section
12. Survival.
(a) The
respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, and of the
several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of and payment for the Shares.
(b) If this Agreement is terminated pursuant to Section 5, Section 9 or Section 10 or if for any reason the purchase of any
of the Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed
by them pursuant to Section 4, the respective obligations of the Company and the Underwriters pursuant to Section 7 and the provisions
of Section 9 and Section 10 shall remain in effect and, if any Shares have been purchased hereunder, the representations and warranties
in Section 1 and all obligations under Section 4, Section 5 and Section 7 shall also remain in effect.
(c) If
this Agreement shall be terminated by the Underwriters, or any of them, under Section 5 or Section 10 or otherwise because of
any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Company shall be unable to perform its obligations under this Agreement or any condition of the Underwriters’
obligations cannot be fulfilled, the Company agrees to reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel)
reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.
Section
13. Third Party Beneficiaries.
This Agreement
shall inure to the benefit of and be binding upon the Company, the Bank, the Underwriters, the indemnified parties referred to
in Section 7 and Section 8 and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended
or shall be construed to give any other person, firm or corporation, other than the Underwriters, the Company, the Bank, and the
indemnified parties referred to in Section 7 and Section 8 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Bank and their
respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from any Underwriter shall
be deemed to be a successor or assign by reason merely of such purchase.
Section
14. Notices.
All notices
and other communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt thereof by the
recipient if mailed or electronically transmitted by any standard form of telecommunication. Notices to the Underwriters shall
be given to the Representative, c/o Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, New York 10019
(email: [***]), Attention: Equity Capital Markets, with a copy (which shall not constitute notice) to Hunton Andrews Kurth LLP,
1445 Ross Avenue, Suite 3700, Dallas, Texas 75202, Attention: Beth A. Whitaker (email: [***]). Notices to the Company shall be
given to it at Coastal Financial Corporation, 5415 Evergreen Way, Everett, Washington 98203, Attention: Eric Sprink (email: [***]),
with a copy (which shall not constitute notice) to Covington & Burling LLP, 620 Eighth Avenue, New York, New York 10018, Attention:
Michael P. Reed (email: [***]).
Section
15. Entire Agreement.
This Agreement
may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same
instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic means shall constitute
effective execution and delivery of this Agreement by the parties hereto and may be used in lieu of the original signature pages
to this Agreement for all purposes.
Section
16. Governing Law.
THIS AGREEMENT,
ANY TRANSACTION CONTEMPLATED HEREUNDER, AND ANY CLAIMS, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO SUCH STATE’S PRINCIPLES
OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
Section
17. Miscellaneous.
(a) The
parties hereby submit to the jurisdiction of and venue in the state and federal courts located in the City of New York, New York,
in connection with any dispute related to this Agreement including, without limitation, any suit or proceeding arising out of
or relating to this Agreement, any transaction contemplated hereby, the Pricing Disclosure Package, the Prospectus, the Registration
Statement, the offering of the Shares or any other matter contemplated hereby. The Company and the Bank irrevocably and unconditionally
waive any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Pricing
Disclosure Package, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby
in a New York Court, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such
suit or proceeding in any such court has been brought in an inconvenient forum.
(b) The
Company and the Bank acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement, including
the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (ii)
in connection with the offering contemplated hereby and with the process leading to such transaction each Underwriter is and has
been acting solely as a principal and not the agent or fiduciary of the Company or any of its Subsidiaries or their respective
shareholders, creditors, employees or any other party, (iii) no Underwriter has assumed, and will not assume, an advisory or fiduciary
responsibility in favor of the Company or any of its Subsidiaries with respect to the offering contemplated hereby or the process
leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Bank on other
matters) or any other obligation to the Company or the Bank, except the obligations expressly set forth in this Agreement, (iv)
the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Company, and (v) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice
in connection with the offering of the Shares and each of the Company and the Bank has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent it deemed appropriate. The Company and the Bank severally agree that each will not claim
that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty to the Company or any of its Subsidiaries, in connection with transactions contemplated by this Agreement or the process
leading thereto.
(c) The
Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from
their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’
research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect
to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with
respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts
and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’
investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as
such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its
customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions
contemplated by this Agreement.
(d) Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not
apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure”
is limited to any facts that may be relevant to that treatment.
(e) This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior agreements and understandings
(whether written or oral) between the Company, the Bank, and the Underwriters, or any of them, with respect to the subject matter
hereof.
(f) The
Company, the Bank, and each of the Underwriters 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.
(g) TIME
SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY
TIME.
(h) This Agreement may not be amended or modified unless in writing signed by all of the parties hereto, and no condition herein
(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The headings
herein are for convenience only and shall not affect the construction hereof. The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision
hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
[Signature
pages follow]
If the foregoing
is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among the Company, the Bank, and the Underwriters.
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Very truly yours, |
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COASTAL FINANCIAL CORPORATION |
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By: |
/s/ Joel Edwards |
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Name: Joel Edwards |
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Title: EVP, Chief Financial Officer |
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COASTAL COMMUNITY BANK |
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By: |
/s/ Joel Edwards |
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Name: Joel Edwards |
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Title: Chief Financial Officer |
The foregoing
Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York as of the date first above
written.
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KEEFE, BRUYETTE & WOODS, INC. |
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By: |
/s/ Victor Sack |
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Name: Victor Sack |
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Title: Managing Director |
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For itself
and as Representative of the other Underwriters Named in Schedule I hereto
Exhibit 1.1
SCHEDULE I
The public offering price
per share for the Shares, determined as provided in said Section 2, shall be $71.00.
The purchase price per share
for the Shares to be paid by the several Underwriters shall be $67.45, being an amount equal to the public offering price set
forth above less $3.55 per share.
Name of Underwriter | |
Number of Firm Shares | | |
Maximum
Number of Option Shares to Be Sold | |
Keefe, Bruyette & Woods, Inc. | |
| 600,000 | | |
| 90,000 | |
Hovde Group, LLC | |
| 360,000 | | |
| 54,000 | |
Raymond James & Associates, Inc. | |
| 120,000 | | |
| 18,000 | |
Stephens Inc. | |
| 120,000 | | |
| 18,000 | |
| |
| | | |
| | |
Total | |
| 1,200,000 | | |
| 180,000 | |
Exhibit 1.1
SCHEDULE II
Issuer
Free Writing Prospectus
Issuer Free Writing Prospectus,
dated December 10, 2024, filed with the Commission on December 10, 2024.
Electronic
Road Show
None.
Exhibit 1.1
SCHEDULE III
Subsidiaries of Coastal Financial
Corporation:
| · | Coastal
(WA) Statutory Trust I |
SCHEDULE IV
DIRECTORS AND
EXECUTIVE OFFICERS
SUBJECT
TO THE LOCK-UP AGREEMENT
Directors
Executive
Officers Who Are Not Directors
EXHIBIT
A
FORM OF
LOCK-UP AGREEMENT
[DATE]
KEEFE, BRUYETTE & WOODS, INC.
787 Seventh Avenue, 5th Floor
New York, New York 10019
(As representative of the
several Underwriters)
Re: Proposed
Public Offering by Coastal Financial Corporation
Ladies and Gentlemen:
The undersigned,
an executive officer and/or director of Coastal Financial Corporation, a Washington corporation (the “Company”),
understands that Keefe, Bruyette & Woods, Inc. (“KBW” or the “Representative”), as representative
of the several underwriters named in Schedule I of the Underwriting Agreement (each an “Underwriter” and collectively,
the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”)
with the Company providing for the public offering (the “Offering”) of shares of the Company’s common
stock, no par value per share (including any securities convertible into or exercisable or exchangeable for such common stock,
the “Common Stock”).
In recognition
of the benefit that the Offering will confer upon the undersigned as an executive officer and/or director of the Company, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees
with each Underwriter to be named in the Underwriting Agreement that, commencing on the date hereof and ending on, and including,
the date that is 90 days from the date of the Underwriting Agreement (such period being referred to herein as the “Lock-Up
Period”), the undersigned will not (and will cause any spouse or immediate family member, as defined in Rule 16a-1(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the spouse or the undersigned
living in the undersigned’s household, any partnership, corporation or other entity within the undersigned’s control,
and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or
such spouse or family member not to), without the prior written consent of the Representative, directly or indirectly, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule
16a-1(h) under the Exchange Act, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect
to which the undersigned has or hereafter acquires the power of disposition, or exercise any right with respect to the registration
of any of the foregoing, or file or cause to be filed any registration statement in connection therewith under the Securities
Act of 1933, as amended (the “Securities Act”), (ii) enter into any swap, hedge or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock,
whether any such swap, hedge or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise,
or (iii) publicly disclose the intention to make any such offer, pledge, sale or disposition, or to enter into any such swap,
hedge, transaction or other arrangement.
Notwithstanding
the foregoing, (A) the foregoing restrictions shall not apply to pledges in a bona fide transaction that are in effect
as of the date hereof to a lender to the undersigned, as disclosed in writing to the Representative; and (B) the undersigned may
transfer the undersigned’s shares of Common Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees agree in writing to be bound by the restrictions
set forth herein; (ii) to a member of the undersigned’s immediate family, or to any trust, limited partnership or similar
entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, that the
recipients of such transfer agree in writing to be bound by the restrictions set
forth herein; and provided further, that any such transfer shall not involve a disposition for value; (iii) by
operation of law, including without limitation, pursuant to a domestic relations order or divorce decree of a court of competent
jurisdiction, divorce settlement or separation agreement, provided that, unless prohibited by an order of a court or applicable
law, the recipients of such transfers agree in writing to be bound by the restrictions set forth herein; (iv) transfer
by will or intestate succession to executors, administrators, testamentary trustees, legatees or beneficiaries
provided that, unless prohibited by an order of a court or applicable law, the recipients of such transfers agree in writing to
be bound by the restrictions set forth herein; (v) to satisfy any tax withholding obligations of the Company or the
undersigned upon any exercise by the undersigned of stock options or vesting of restricted stock awards or other similar equity
awards that have been granted by the Company prior to, and are outstanding as of, the date of the Underwriting Agreement (or are
granted after the date of the Underwriting Agreement pursuant to a plan or arrangement that is in place prior to the date of the
Underwriting Agreement) and are disclosed in the Pricing Disclosure Package (as defined in the Underwriting Agreement), or any
document filed with the U.S. Securities and Exchange Commission (the “SEC”) and included or incorporated by
reference therein, provided that any filing under Section 16(a) of the Exchange Act
that is required in connection with any such surrender of shares of Common Stock shall include a statement in such report to the
effect that such surrender of shares of Common Stock is being made in connection with the payment of taxes; (vi) to the
Company to satisfy the exercise price of stock options by the undersigned, upon any exercise by the undersigned of stock options
or other similar equity awards that have been granted by the Company; (vii) pursuant to any contract, instruction or plan in effect
on the date hereof that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B); (viii) to a nominee or custodian of a person or
entity to whom a disposition or transfer would be permissible under clauses (i), (ii) and (iv) above; or (ix) with the prior written
consent of the Representative. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship
by blood, marriage or adoption, not more remote than first cousin.
Furthermore,
notwithstanding the foregoing, the foregoing restrictions shall not apply to (1) the establishment of a trading plan pursuant
to Rule 10b5-1 under the Exchange Act by the undersigned provided that (i) such plan does not provide for the transfer
of Common Stock during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any,
is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan,
such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan
during the Lock-Up Period and (2) the exercise of stock options, settlement of restricted stock units or other equity awards that
have been granted by the Company prior to, and are outstanding as of, the date of the Underwriting
Agreement (or are granted after the date of the Underwriting Agreement pursuant to a plan or arrangement that is in place prior
to the date of the Underwriting Agreement) and are disclosed in the Pricing Disclosure Package (as defined in the Underwriting
Agreement), or any document filed with the SEC and included or incorporated by reference therein, where the shares of Common Stock
received upon any such exercise or vesting are held by the undersigned, individually or as a fiduciary, in accordance with the
terms of this Lock-Up Agreement.
The undersigned
represents and warrants that the undersigned beneficially owns the shares of Common Stock covered by this Lock-Up Agreement and
that the undersigned now has and, except as contemplated by clauses (B)(i) through (B)(ix) above, for the duration of this Lock-Up
Agreement will have good and marketable title to the undersigned’s shares of Common Stock, free and clear of all liens,
encumbrances, and claims whatsoever, except with respect to any liens, encumbrances and claims that were in existence on the date
hereof. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s shares of Common Stock, except in compliance with this Lock-Up
Agreement. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer
of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.
In addition,
the undersigned agrees that, during the Lock-Up Period, without the prior written consent of the Representative (which consent
may be withheld in its sole discretion): (i) the undersigned will not request, make any demand for or exercise any right with
respect to, the registration of any Common Stock and (ii) the undersigned waives any and all notice requirements and rights with
respect to the registration of any shares of Common Stock pursuant to any agreement, understanding or otherwise to which the undersigned
is a party.
The undersigned
represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. The undersigned
agrees that the provisions of this Lock-Up Agreement shall be binding also upon the successors, assigns, heirs and personal representatives
of the undersigned.
The undersigned
understands that, if the Underwriting Agreement does not become effective on or prior to January 31, 2025, or if the Underwriting
Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for
and delivery of the shares of Common Stock to be sold thereunder, the undersigned shall be released from all obligations under
this Lock-Up Agreement.
This Lock-Up
Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts
of laws principles that would result in the application of any law other than the laws of the State of New York.
[Signature
page follows]
The undersigned
understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of
the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors, and assigns.
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Very truly yours, |
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(if an individual): |
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Signature |
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Name (print) |
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(if an entity): |
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Name of Entity |
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Signature |
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Title |
[Signature
Page to Lock-Up Agreement]
Exhibit 5.1
ADAMS & DUNCAN, INC., P.S. |
A Professional Service Corporation
LAWYERS
3128 COLBY AVENUE
EVERETT, WASHINGTON 98201
TELEPHONE: (425) 339-8556
FACSIMILE: (425) 339-2353 |
December 12, 2024
Coastal Financial Corporation
5415 Evergreen Way
Everett, Washington 98203
Ladies and Gentlemen:
We have acted as special
Washington State counsel to Coastal Financial Corporation, a Washington corporation (the “Company”), in connection
with (i) the issuance and sale by the Company on the date hereof of (a) 1,200,000 shares (the “Firm Shares”) of the
Company’s voting common stock, no par value per share (the “Common Stock”), and (b) an additional 180,000 shares
of Common Stock pursuant to the exercise in full of the Underwriters’ option to purchase additional shares set forth in Section
2(b) of the Underwriting Agreement (the “Option Shares,” and, together with the Firm Shares, the “Shares”),
and (ii) the several purchases of the Shares by the underwriters named in the Underwriting Agreement, dated December 10, 2024 (the “Underwriting
Agreement”), by and among the Company, Coastal Community Bank (the “Bank”) and Keefe, Bruyette & Woods, Inc.
(the “Representative”), as Representative of the several underwriters named therein (collectively, the “Underwriters”).
In connection with this opinion,
we have reviewed (i) the Underwriting Agreement; (ii) the Company’s registration statement on Form S-3 (File No. 333-279879) with
respect to the Shares (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on May 31, 2024 and declared effective on June 13, 2024 under the Securities Act of 1933, as amended (the “Act”); (iii)
the preliminary prospectus, consisting of the prospectus, dated June 13, 2024 (the “Base Prospectus”), as supplemented
by a preliminary prospectus supplement dated December 10, 2024, relating to the offering of the Shares, filed with the SEC on December
10, 2024, pursuant to Rule 424(b) under the Act (the “Pricing Prospectus”); (iv) the final prospectus, consisting of
the Base Prospectus, as supplemented by a final prospectus supplement, dated December 10, 2024, relating to the offering of the Shares,
filed with the SEC on December 11, 2024, pursuant to Rule 424(b) under the Act (the “Prospectus”); and (v) the Second
Amended and Restated Articles of Incorporation (the “Articles”) and Amended and Restated Bylaws
of the Company (the “Bylaws”), each as amended through the date hereof. This opinion letter is furnished to
you at your request in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under
the Securities Act for filing as Exhibit 5.1 to the Registration Statement.
We also reviewed such corporate
records, certificates and other documents, and such questions of law, as we have deemed necessary or appropriate for the purposes of this
opinion.
We have assumed (i) the legal
capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity, accuracy, and completeness of all documents
submitted to us as originals and that such documents were duly authorized and approved; (iv) the
conformity to original documents of all documents submitted to use as certified, conformed,
photostatic, or facsimile copies; and (v) the authenticity, accuracy, and completeness of the originals of
such latter documents and that the originals of all such latter documents were duly authorized and approved. We have relied on
representations and information from officers and employees of the Company and the Bank. We have assumed further the accuracy of the representations
of the Company and the Bank set forth in the Underwriting Agreement. We have assumed further that the Underwriting Agreement has been
duly executed and delivered by the Representative.
We have made no investigation
for the purpose of verifying the assumptions set forth herein.
We have relied as to certain
matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and
on information regarding the Company contained in the Registration Statement and the Prospectus.
Based upon the foregoing
and representations made to us by officers of the Company, and subject to the limitations, qualifications, exceptions and assumptions
set forth herein, we are of the opinion that, insofar as the law of the State of Washington is concerned, the Shares have been duly authorized
and the Shares, when duly issued and sold as contemplated in the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
The limitations inherent
in the independent verification of factual matters and the character of determinations involved in the registration process are such,
however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration
Statement, the Disclosure Package or the Prospectus. Also, we do not express any opinion or belief as to the financial statements, including
the notes thereto, and the schedules and other financial data included or incorporated or deemed incorporated by reference in the Registration
Statement, the Disclosure Package or the Prospectus.
We are members of the bar
of the State of Washington. For the avoidance of doubt, this office expresses no opinion with respect to any federal laws, statutes, ordinances,
charters, constitutions, treaties, codes, rules, regulations, or guidelines, including any orders issued thereunder; the common laws and
the laws of equity of any State of the United States other than the State of Washington; any departmental or regulatory policies or guidelines
of any State of the United States other than the State of Washington; or any state blue-sky laws or related rules or regulations or any
Federal or state anti-fraud, statute, rule or regulation.
This opinion letter is limited
to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. The opinions set forth herein
are given as of the date hereof, and this office undertakes no obligation to update or supplement this letter if any applicable law changes
after the date hereof or if this office becomes aware of any fact or other circumstance that changes or may change any opinion set forth
herein after the date hereof or for any other reason.
We hereby consent to the
filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated December 12, 2024, which is incorporated
by reference in the Registration Statement, and to being named in the Prospectus forming a part of the Registration Statement under the
heading “Legal Matters” as the law firm which passed on the validity of the Shares. In giving this consent, we do not admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/s/ Adams & Duncan, Inc, P.S.
Exhibit 99.1
FOR IMMEDIATE RELEASE |
Contact: |
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Joel Edwards |
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CFO |
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425.357.6987 |
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Jedwards@coastalbank.com |
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Coastal Financial Corporation Announces Proposed Public Offering of Common Stock
EVERETT, Wash., December
10, 2024 – Coastal Financial Corporation (NASDAQ: CCB) (“Coastal” or the “Company”), the holding
company for Coastal Community Bank (the “Bank”), today announced the launch of a proposed underwritten public offering
of shares of its common stock, no par value. Coastal expects to grant the underwriters a 30-day option to purchase up to an additional
15% of the number of shares of its Common Stock sold in this offering at the public offering price, less underwriting discounts
and commissions.
The Company intends
to use the net proceeds from this offering for general corporate purposes, including, without limitation, supporting investment
opportunities and the Bank’s growth.
Keefe, Bruyette &
Woods, a Stifel company, is serving as the lead bookrunning manager, Hovde Group, LLC is serving as a joint bookrunning
manager and Raymond James & Associates, Inc. and Stephens Inc. are serving as co-managers for the proposed offering.
The shares of common stock will be
issued pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279879) filed by Coastal with the U.S.
Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on June 13, 2024. A preliminary
prospectus supplement related to the offering has been filed with the SEC and a final prospectus supplement relating to this offering
will be filed with the SEC. Prospective investors should read the preliminary prospectus supplement, the final prospectus supplement,
when available, and other documents Coastal has filed with the SEC for more complete information about Coastal and the offering.
You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies
of the preliminary prospectus supplement, the final prospectus supplement, when available, and the accompanying prospectus relating
to this offering may be obtained by contacting Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, Fourth Floor, New York,
NY 10019, attention: Equity Capital Markets, or by calling toll free at (800) 966-1559 or emailing USCapitalMarkets@kbw.com.
This press release is
for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities,
nor shall there be any offer, solicitation, or sale in any jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Coastal
Financial Corporation
Coastal Financial
Corporation (Nasdaq: CCB) (the “Company”), is an Everett, Washington based bank holding company whose wholly owned
subsidiaries are Coastal Community Bank (“Bank”) and Arlington Olympic LLC. The $4.07 billion Bank provides
service through 14 branches in Snohomish, Island, and King Counties, the Internet and its mobile banking application. The
Bank provides banking as a service to broker-dealers, digital financial service providers, companies and brands that want to provide
financial services to their customers through the Bank’s CCBX segment. Member FDIC.
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
reflect our current views with respect to, among other things, future events and our financial performance and statements regarding
the proposed offering. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives,
assumptions or future events or performance are not historical facts and may be forward-looking. Words or phrases such as “anticipate,”
“believes,” “can,” “could,” “may,” “predicts,” “potential,”
“should,” “will,” “estimate,” “plans,” “projects,” “continuing,”
“ongoing,” “expects,” “intends” and similar words or phrases are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements. Any or all of the forward-looking statements in this
press release may turn out to be inaccurate. The inclusion of or reference to forward-looking information in this press release
should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated
by us will be achieved. We have based these forward- looking statements on our current expectations and projections about future
events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and
financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements as a result
of risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ materially
from those in the forward-looking statements include, without limitation, the risks and uncertainties discussed under “Risk
Factors” in our Annual Report on Form 10-K for the most recent period filed, our Quarterly Report on Form 10-Q for the most
recent quarter, and in any of our other filings with the SEC.
If one or more
events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual
results may differ materially from what we anticipate. You are cautioned not to place undue reliance on forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update
or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events, except as required by law.
###
Exhibit 99.2
Coastal
Financial Corporation Prices Public Offering of Common Stock
EVERETT,
Wash., Dec. 10, 2024 (GLOBE NEWSWIRE) -- Coastal Financial Corporation (NASDAQ: CCB) (“Coastal” or the “Company”),
the holding company for Coastal Community Bank (the “Bank”), today announced the pricing of an underwritten public
offering of 1,200,000 shares of its common stock, no par value per share (the “Common Stock”), at a price to the public
of $71.00 per share. Coastal also granted the underwriters a 30-day option to purchase up to an additional 180,000 shares of its
Common Stock sold in this offering at the public offering price, less underwriting discounts and commissions.
The
aggregate gross proceeds of the offering will be approximately $85.2 million before deducting underwriting discounts and commissions
and estimated offering expenses. Assuming the underwriters’ option to purchase additional shares is exercised in full, it
is expected the aggregate gross proceeds of the offering would be approximately $98.0 million before deducting underwriting discounts
and commissions and estimated offering expenses. The Company intends to use the net proceeds from this offering for general corporate
purposes, including, without limitation, supporting investment opportunities and the Bank’s growth. The offering is expected
to close on or about December 12, 2024, subject to customary closing conditions.
Keefe,
Bruyette & Woods, a Stifel company, is serving as the lead bookrunning manager, Hovde Group, LLC is serving as a joint
bookrunning manager, and Raymond James & Associates, Inc. and Stephens Inc. are serving as co-managers for the offering.
The
shares of common stock will be issued pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279879)
filed by Coastal with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective by the
SEC on June 13, 2024. A preliminary prospectus supplement related to the offering has been filed with the SEC and a final prospectus
supplement relating to this offering will be filed with the SEC. Prospective investors should read the preliminary prospectus
supplement, the final prospectus supplement, when available, and other documents Coastal has filed with the SEC for more complete
information about Coastal and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Copies of the preliminary prospectus supplement, the final prospectus supplement, when available, and the accompanying prospectus
relating to this offering may be obtained by contacting Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, Fourth Floor, New
York, NY 10019, attention: Equity Capital Markets, or by calling toll free at (800) 966-1559 or emailing USCapitalMarkets@kbw.com.
This
press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to
buy, the securities, nor shall there be any offer, solicitation, or sale in any jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About
Coastal Financial Corporation
Coastal Financial Corporation (Nasdaq:
CCB) (the “Company”), is an Everett, Washington based bank holding company whose wholly owned subsidiaries are Coastal
Community Bank (“Bank”) and Arlington Olympic LLC. The $4.07 billion Bank provides service through 14 branches in
Snohomish, Island, and King Counties, the Internet and its mobile banking application. The Bank provides banking as a service
to broker-dealers, digital financial service providers, companies and brands that want to provide financial services to their
customers through the Bank’s CCBX segment. Member FDIC.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements reflect our current views with respect to, among other things, future events and our financial
performance and statements regarding the proposed offering. Any statements about our management’s expectations, beliefs,
plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking.
Words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,”
“predicts,” “potential,” “should,” “will,” “estimate,” “plans,”
“projects,” “continuing,” “ongoing,” “expects,” “intends” and similar
words or phrases are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Any or all of the forward-looking statements in this press release may turn out to be inaccurate. The inclusion of or reference
to forward-looking information in this press release should not be regarded as a representation by us or any other person that
the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward- looking statements
on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy, and financial needs. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of risks, uncertainties and assumptions that are difficult to predict.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation,
the risks and uncertainties discussed under “Risk Factors” in our Annual Report on Form 10-K for the most recent period
filed, our Quarterly Report on Form 10-Q for the most recent quarter, and in any of our other filings with the SEC.
If
one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be
incorrect, actual results may differ materially from what we anticipate. You are cautioned not to place undue reliance on forward-looking
statements. Further, any forward- looking statement speaks only as of the date on which it is made and we undertake no obligation
to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events, except as required by law.
Contact:
Joel
Edwards
CFO
425.357.3687
Jedwards@coastalbank.com
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