CFFI · C & F Financial Corp · Financials

1.**Subordinated Notes**. This subordinated note is one of an issue of notes of C&F Financial Corporation, a Virginia corporation (the “Company”), designated as the “7.50% Fixed to Floating Rate Subordinated Notes due June 30, 2035” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of the date upon which this Subordinated Note was originally issued (the “Issue Date”), between the Company and the purchaser of the Subordinated Notes identified in the signature page thereto (the “Purchase Agreement”).

Issuer evidence: 1.**Subordinated Notes**. This subordinated note is one of an issue of notes of C&F Financial Corporation, a Virginia corporation (the “Company”), designated as the “7.50% Fixed to Floating Rate Subordinated Notes due June 30, 2035” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of the date upon which this Subordinated Note was originally issued (the “Issue Date”), between the Company and the purchaser of the Subordinated Notes identified in the signature page thereto (the “Purchase Agreement”).

Supporting evidence: 2.**Payment**. The Company, for value received, promises to pay to [●], or its registered assigns, the principal sum of [●] (U.S.) ($[●]) plus accrued but unpaid interest on June 30, 2035 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding June 30, 2030 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 7.50% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June 30 and December 30 of each year (each payment date, a “Fixed Interest Payment Date”), beginning December 30, 2025, and (ii) from and including June 30, 2030 to but excluding the Maturity Date or earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 388.5 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period, a “Floating Interest Period”) on March 30, June 30, September 30, and December 30 of each year (each payment date, a “Floating Interest Payment Date”) beginning September 30, 2030. Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent (as defined below) pursuant to the Three-Month Term SOFR Conventions (as defined below).

Supporting evidence: 1.**Subordinated Notes**. This subordinated note is one of an issue of notes of C&F Financial Corporation, a Virginia corporation (the “Company”), designated as the “7.50% Fixed to Floating Rate Subordinated Notes due June 30, 2035” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of the date upon which this Subordinated Note was originally issued (the “Issue Date”), between the Company and the purchaser of the Subordinated Notes identified in the signature page thereto (the “Purchase Agreement”).