8-K - QCRH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event Reported): August 18, 2022

QCR Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-22208	42-1397595
(State or Other Jurisdiction of<br><br> Incorporation)	(Commission File Number)	(I.R.S. Employer Identification <br><br>Number)
3551 Seventh Street, Moline, Illinois 61265
---
(Address of Principal Executive Offices) (Zip Code)

(309) 736-3584

(Registrant's telephone number, including area code)

N/A

(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<br> of each class	Trading<br> Symbol(s)	Name of each exchange on<br> which registered
Common Stock, $1.00 Par Value	QCRH	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01.	Entry into a Material Definitive Agreement.

2032 Subordinated Notes

On August 18, 2022, QCR Holdings, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “2032 Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “2032 Purchasers”) pursuant to which the Company sold and issued $45 million in aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”). The 2032 Notes were issued by the Company to the 2032 Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the 2032 Notes for general corporate purposes, which may include, but are not limited to, repurchasing shares of common stock. The 2032 Purchase Agreement contains certain customary representations, warranties and covenants made by the Company and the 2032 Purchasers.

The 2032 Notes have a stated maturity of September 1, 2032, and are redeemable, in whole or in part, on or after September 1, 2027, and at any time upon the occurrences of certain events. The 2032 Notes will bear interest at a fixed rate of 5.50% per year, from and including August 18, 2022 to, but excluding, September 1, 2027. From and including September 1, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 279 basis points. As provided in the 2032 Notes, the interest rate on the 2032 Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

The 2032 Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. On August 18, 2022, in connection with the sale and issuance of the 2032 Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the 2032 Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the 2032 Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the 2032 Notes (the “Exchange Offer”). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it would be required to pay additional interest to the holders of the 2032 Notes.

The 2032 Notes were issued under an indenture, dated February 12, 2019 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of August 18, 2022, by and between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The 2032 Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange Offer, for any other securities or assets of the Company or any of its subsidiaries. The 2032 Notes are not subject to redemption at the option of the holder. Prior to September 1, 2027, the Company may redeem the 2032 Notes, in whole but not in part, only under certain limited circumstances set forth in the Indenture. On or after September 1, 2027, the Company may redeem the 2032 Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the 2032 Notes being redeemed, together with any accrued and unpaid interest on the 2032 Notes being redeemed to but excluding the date of redemption.

Principal and interest on the 2032 Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The 2032 Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The 2032 Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The form of the 2032 Purchase Agreement, the form of the Registration Rights Agreements, the Base Indenture, the Supplemental Indenture and the form of the 2032 Notes are attached as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated herein by reference. The foregoing descriptions of the 2032 Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

2037 Subordinated Notes

Additionally, on August 18, 2022, the Company entered into Subordinated Note Purchase Agreements (the “2037 Purchase Agreements”) with certain qualified institutional buyers (collectively, the “2037 Purchasers”), pursuant to which the Company sold and issued $55 million in aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes due 2037 (the “2037 Notes”). The 2037 Notes were issued by the Company to the 2037 Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the 2037 Notes for general corporate purposes, which may include, but are not limited to, repurchasing shares of common stock. The 2037 Purchase Agreements contain certain customary representations, warranties and covenants made by the Company and the 2037 Purchasers.

The 2037 Notes have a stated maturity of September 1, 2037, are redeemable by the Company at its option, in whole or in part, on or after September 1, 2032, and at any time upon the occurrences of certain events. The 2037 Notes will bear interest at a fixed rate of 5.95% per year, from and including August 18, 2022 to, but excluding, September 1, 2032 or earlier redemption date. From and including September 1, 2032 to, but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate, which is expected to be the then current three-month term SOFR, plus 300 basis points. As provided in the 2037 Notes, the interest rate on the 2037 Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

The 2037 Notes were offered and sold by the Company in a private placement transaction in reliance upon exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The 2037 Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The 2037 Notes are not subject to redemption at the option of the 2037 Purchasers. Prior to September 1, 2032, the Company may redeem the 2037 Notes, in whole but not in part, only under certain limited circumstances set forth in the 2037 Notes. On or after September 1, 2032, the Company may redeem the 2037 Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the 2037 Notes being redeemed, together with any accrued and unpaid interest on the 2037 Notes being redeemed to but excluding the date of redemption.

Principal and interest on the 2037 Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The 2037 Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The 2037 Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The form of the 2037 Purchase Agreements and the form of the 2037 Notes are attached as Exhibits 10.3 and 4.4, respectively, to this Report and are incorporated herein by reference. The foregoing descriptions of the 2037 Purchase Agreements and the 2037 Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

CautionaryNote Regarding Forward-Looking Statements

This Report includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including but not limited to statements about the anticipated use of net proceeds from the offering, the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “bode,” “predict,” “suggest,” “project,” “appear,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” or “likely” or the negative thereof or variations thereon or similar terminology. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this Report include those identified in the Company’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ofa Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01.	Regulation FD Disclosure.

On August 18, 2022, the Company issued a press release announcing the completion of the offerings of the 2032 Notes and the 2037 Notes, a copy of which is furnished herewith as Exhibit 99.1.

In connection with the offering of the 2032 Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Indenture, dated February 12, 2019, by and between QCR Holdings, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 12, 2019).
4.2	Second Supplemental Indenture, dated August 18, 2022, by and between QCR Holdings, Inc. and Wilmington Trust National Association, as trustee.
4.3	Form of Fixed-to-Floating Rate Subordinated Note due 2032 (included as Exhibit A and Exhibit B to the Second Supplemental Indenture filed as Exhibit 4.2 hereto).
4.4	Form of Fixed-to-Floating Rate Subordinated Note due 2037 (included as Exhibit A to the Subordinated Note Purchase Agreement filed as Exhibit 10.3 hereto).
10.1	Form of Subordinated Note Purchase Agreement, dated August 18, 2022, by and among QCR Holdings, Inc. and the 2032 Purchasers.
10.2	Form of Registration Rights Agreement, dated August 18, 2022, by and among QCR Holdings, Inc. and the 2032 Purchasers.
10.3	Form<br>of Subordinated Note Purchase Agreement, dated August 18, 2022, by and between QCR Holdings, Inc. and each of the 2037<br>Purchasers.
99.1	Press Release of QCR Holdings, Inc., dated August 18, 2022.
99.2	Investor Presentation of QCR Holdings, Inc.
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.

Date: August 18, 2022	QCR Holdings, Inc.
	By:	/s/ Todd A. Gipple
	Name:	Todd A. Gipple
	Title:	President, Chief Operating Officer and Chief Financial Officer

Exhibit 4.2

QCR HOLDINGS, INC.

and

Wilmington Trust, National Association

as Trustee, Paying Agent and Security Registrar

SECOND SUPPLEMENTAL INDENTURE

Dated as of August 18, 2022

INDENTURE

Dated as of February 12, 2019

Fixed-to-Floating Rate Subordinated Notes due2032

SECOND SUPPLEMENTAL INDENTURE (this “SecondSupplemental Indenture”), dated as of August 18, 2022, between QCR HOLDINGS, INC., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as Security Registrar and Paying Agent.

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, dated as of February 12, 2019 (the “Base Indenture” and, as hereby supplemented and amended, the “Indenture”), providing for the establishment from time to time of series of the Company’s unsecured debt securities, which may be debentures, notes, bonds or other evidences of indebtedness (hereinafter called the “Securities”) and the issuance from time to time of Securities under the Indenture; and

WHEREAS, Section 9.01(g) of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to the Base Indenture to establish the form or terms of Securities of a series thereunder as permitted by Article II and Article III of the Base Indenture; and

WHEREAS, pursuant to Section 3.01 of the Base Indenture, the Company desires to establish a new series of Securities under the Indenture to be known as its “Fixed-to-FloatingRate Subordinated Notes due 2032” (the “Notes”), to establish the form and terms and conditions of the Notes, as provided in this Second Supplemental Indenture, and to provide for the initial issuance of Notes in the aggregate principal amount of $45,000,000; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture; and all requirements necessary to make (i) this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee in accordance with the Indenture, the valid, binding and enforceable obligations of the Company, have been satisfied; and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects; and

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. Relation to Base Indenture. This Second Supplemental Indenture constitutes an integral part of the Base Indenture.

Section 1.2. Definition of Terms. For all purposes of this Second Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture, provided that, if the definition of a capitalized term defined in this Second Supplemental Indenture conflicts with the definition of that capitalized term in the Base Indenture, the definition of that capitalized term in this Second Supplemental Indenture shall control for purposes of this Second Supplemental Indenture and the Notes and (in respect of the Notes but not any other series of Securities) the Base Indenture;

(b) a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout;

(d) headings are for convenience of reference only and do not affect interpretation;

(e) unless otherwise specified or unless the context requires otherwise, (i) all references in this Second Supplemental Indenture to Sections refer to the corresponding Sections of this Second Supplemental Indenture, and (ii) the terms “herein,” “hereof,” “hereunder” and any other word of similar import refer to this Second Supplemental Indenture; and

(f) for purposes of this Second Supplemental Indenture and the Notes, the following terms have the meanings given to them in this Section 1.2(f):

“1940 Act Event” means an event requiring the Company to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if: (i) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date, or (ii) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: (i) Compounded SOFR; (ii) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; (iii) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and (iv) the sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. Dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment. If the Benchmark Replacement, as determined pursuant to clause (i), (ii), (iii) or (iv) above would be less than zero, the Benchmark Replacement will be deemed to be zero.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: (i) the spread adjustment to the then-existing spread, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and (iii) the spread adjustment to the then-existing spread (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated floating rate securities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including, without limitation, changes to the definition of “interest period,” timing and frequency of determining rates with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (i) in the case of clause (i) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any determination; (ii) in the case of clause (ii) or (iii) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (iii) in the case of clause (iv) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. Further, for the avoidance of doubt, for purposes of this definition, references to the Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (i) if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Calculation Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible; (ii) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (iv) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. For the avoidance of doubt, for purposes of this definition, references to the Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

“Business Day” any day other than a Saturday or Sunday that is neither a federal holiday nor a day on which banking institutions or trust companies are authorized or required by law, regulation, or executive order to be closed.

“Calculation Agent” means the Person appointed by the Company prior to the commencement of the Floating Rate Period to act in accordance with Section 2.5. The Company shall initially act as the Calculation Agent.

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance with: (i) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that: (ii) if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (i) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. Dollar-denominated floating rate securities at such time.

“Corporate Trust Office” means the corporate trust office of the Trustee at which at any particular time this Second Supplemental Indenture is administered, which office, at the date of the execution of this Second Supplemental Indenture, is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: QCR Holdings, Inc. Administrator.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“DTC” has the meaning set forth in Section 2.3 hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank holding companies.

“Fixed Rate Interest Payment Date” has the meaning set forth in Section 2.5(b)(i) hereof.

“Fixed Rate Interest Record Date” means, with respect to each Fixed Rate Interest Payment Date, the close of business on the fifteenth (15^th^) calendar day (whether or not a Business Day) immediately preceding such Fixed Rate Interest Payment Date, through September 1, 2027.

“Fixed Rate Period” has the meaning set forth in Section 2.5(b)(i) hereof.

“Floating Rate Interest Payment Date” has the meaning set forth in Section 2.5(b)(ii) hereof.

“Floating Rate Interest Record Date” means, with respect to each Floating Rate Interest Payment Date, the close of business on the fifteenth (15^th^) calendar day (whether or not a Business Day) immediately preceding such Floating Rate Interest Payment Date.

“Floating Rate Period” has the meaning set forth in section 2.5(b)(ii) hereof.

“FRBNY” means the Federal Reserve Bank of New York.

“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source.

“Global Note” has the meaning set forth in Section 2.3 hereof.

“IndependentBank Regulatory Counsel” means a law firm, a member of a law firm or an independent practitioner that is experienced in matters of federal bank holding company and banking regulatory law, including the laws, rules and the guidelines of the Federal Reserve Board relating to regulatory capital, and shall include any Person who, under the standards of professional conduct then prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion contemplated by the definition of the term “Tier 2 Capital Event.”

“Independent Tax Counsel” means a law firm, a member of a law firm or an independent practitioner that is experienced in matters of federal income taxation law, including the deductibility of interest payments made with respect to corporate debt instruments, and shall include any Person who, under the standards of professional conduct then prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion contemplated by the definition of the term “Tax Event.”

“Interest Payment Date” has the meaning set forth in Section 2.5(b)(ii) hereof.

“Interpolated Benchmark” with respect to the Benchmark means the rate determined by the Calculation Agent for the Corresponding Tenor by interpolating on a linear basis between: (i) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor, and (ii) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor.

“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” with respect to any determination of the Benchmark means: (i) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (ii) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or any successor thereto.

“Registration Rights Agreement” means the Registration Rights Agreement in the form attached as Exhibit B to the Purchase Agreement with respect to the Notes, dated as of the date of this Indenture, by and among the Company and the purchasers of the Initial Notes identified therein.

“Representative” means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness.

“Senior Indebtedness” means:

(a) any of the Company’s indebtedness (including the principal of and premium, if any, and unpaid interest on such indebtedness) for borrowed or purchased money including overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by bonds, debentures, notes, or other written instruments, including any obligations of the Company to general creditors, depositors or trade creditors;

(b) the Company’s obligations under letters of credit, bank guarantees or bankers’ acceptances;

(c) any of the Company’s indebtedness or other obligations with respect to commodity contracts, interest rate and currency swap agreements, cap, floor, and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against fluctuations in currency exchange or interest rates;

(d) any guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business), or other similar contingent obligations in respect of obligations of others of a type described in clauses (a), (b), and (c), whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with accounting principles generally accepted in the United States;

(e) all obligations and liabilities in respect of leases required in conformity with generally accepted accounting principles to be accounted for as capitalized lease obligations on the Company’s balance sheet;

(f) all obligations and other liabilities under any lease or related document in connection with the lease of real property which provides that the Company is contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor;

(g) all direct or indirect guarantees or similar agreements in respect of, and the Company’s obligations or liabilities to purchase, acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of others of the type described in clauses (a) through (f) above; and

(h) any and all refinancings, replacements, deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (g) above, other than obligations ranking on a parity with the Notes or ranking junior to the Notes.

Notwithstanding the foregoing, if the Federal Reserve Board (or other competent regulatory agency or authority) promulgates any rule or issues any interpretation that defines general creditor(s), the main purpose of which is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital, then the term “general creditors” as used herein the definition of Senior Indebtedness will have the meaning as described in that rule or interpretation.

The term “Senior Indebtedness” does not include: (i) any indebtedness of the Company which when incurred, and without respect to any election under Section 1111(b) of the U.S. Bankruptcy Code, was without recourse to the Company; (ii) any indebtedness of the Company to any of its Subsidiaries; (iii) indebtedness to any employee of the Company; (iv) any liability for taxes; (v) any indebtedness of the Company which is expressly subordinate in right of payment to any other indebtedness of the Company; or (vi) renewals, extensions, modifications and refundings of any such indebtedness.

“SOFR” means the secured overnight financing rate published by the FRBNY, as the administrator of the Benchmark (or a successor administrator), on the FRBNY’s Website.

“Stated Maturity Date” has the meaning set forth in Section 2.2 hereof.

“Tax Event” means the receipt by the Company of an opinion of Independent Tax Counsel to the effect that, as a result of:

(a) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the United States or any of its political subdivisions or taxing authorities;

(b) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “administrative orjudicial action”);

(c) an amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation; or

(d) a threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions or a similar audit of any of its Subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes, in each case, occurring or becoming publicly known on or after the original issue date of the Notes, there is more than an insubstantial risk that interest payable by the Company on the Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

“Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Floating Rate Interest Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

“Three-Month Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “interest period,” timing and frequency of determining Three-Month Term SOFR with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).

“Tier 2 Capital Event” shall mean the receipt by the Company of an opinion of Independent Bank Regulatory Counsel to the effect that, as a result of:

(a) any amendment to, or change (including any announced prospective amendment or change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company; or

(b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the original issue date of the Notes,

the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Federal Reserve Board, as then in effect and applicable to the Company.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

The terms “Company,” “Trustee,” “Base Indenture,” “Second Supplemental Indenture,” “Indenture,” “Securities” and “Notes” shall have the respective meanings set forth in the recitals to this Second Supplemental Indenture and the paragraph preceding such recitals.

ARTICLE 2

ESTABLISHMENT OF THE NOTES AND

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1. Establishment of the Series of the Notes and Designation. There is hereby authorized and established a series of Securities designated as the “Fixed-to-Floating Rate Subordinated Notes due 2032*.*” The Securities that are a part of such series shall be in the form and have the terms, provisions and conditions as set forth in the Base Indenture, this Second Supplemental Indenture and the Notes in the forms attached hereto as Exhibit A and Exhibit B.

Section 2.2. Payment of Principal; Issue Price; Additional Interest.

(a) Except as earlier redeemed in accordance with this Second Supplemental Indenture, the date upon which the entire principal amount of the Notes shall become due and payable, together with any accrued and unpaid interest then owing, shall be September 1, 2032 (the “Stated Maturity Date”). The Notes issued on the date hereof will be issued at a price equal to 100% of the principal amount thereof.

(b) The Company will pay all Additional Interest, if any, on the dates and in the amounts set forth in the Registration Rights Agreement. If Additional Interest is payable by the Company in accordance with the Registration Rights Agreement and paragraph 2 of the Notes, the Company will deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The foregoing will not prejudice the rights of the Holders with respect to their entitlement to Additional Interest as otherwise set forth in this Indenture or the Notes and pursuing any action against the Company directly or otherwise directing the Trustee to take such action in accordance with the terms of this Indenture and the Notes. If the Company has paid Additional Interest directly to persons entitled to it, the Company will deliver to the Trustee a certificate setting forth the particulars of such payment.

Section 2.3. Form, Payment and Appointment. The Notes will be issued in book-entry form and definitive form, as determined by the Company, which shall notify the Trustee prior to the issuance of the Notes. The Notes issued in book-entry form will be represented by one or more fully registered Global Securities (each such Global Security, a “Global Note”) registered in the name of The Depository Trust Company or any successor thereto (“DTC”) or its nominee and deposited with DTC or its designated custodian as the Depositary therefor or such other depository as any officer of the Company may from time to time designate. So long as DTC or its nominee is the registered owner of Global Notes, DTC or its nominee, as the case may be, will be considered the Holder of the Notes represented by such Global Notes for all purposes under the Indenture. The Company will make payments of principal of, and premium, if any, and interest on the Global Notes to DTC or its nominee, as the case may be, as the registered Holder of the Notes. The Notes issued in definitive form will be represented by one or more physical securities (“Individual Securities”) and will be registered in the name of the Holder of the Note. The principal of any Notes in the form of Individual Securities will be payable at the place of payment set forth below. Except as provided in Section 3.05 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of Notes in the form of Individual Securities, and no Global Note will be exchangeable except for another Global Note of like denomination and tenor to be registered in the name of DTC or its nominee.

The terms and conditions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, and the Holders, by their acceptance of the Notes, expressly agree to such terms and conditions and to be bound thereby.

The Security Registrar and Paying Agent for the Notes shall initially be the Trustee. The Company will appoint a Person to act as the Calculation Agent as provided under the definition of Calculation Agent and Section 2.5.

The Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office**.**

The Notes will be issuable and may be transferred only in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The amounts payable with respect to the Notes shall be payable in U.S. Dollars.

Section 2.4. Global Note. Unless and until a Global Note is exchanged for Individual Securities, such Global Note may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to DTC or a nominee of DTC, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary as provided in the Indenture.

Section 2.5. Interest.

(a) Interest payable on any Interest Payment Date, the Stated Maturity Date or the Redemption Date, if any, with respect to the Notes shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date of Notes if no interest has previously been paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Stated Maturity Date or the Redemption Date, if any, as the case may be.

(b) (i) From, and including, the original issue date of the Notes to, but excluding, September 1, 2027, unless redeemed prior to such date pursuant to Article 3 hereof, the Notes will bear interest at the annual rate of 5.50%, computed on the basis of a 360-day year consisting of twelve 30-day months, and payable semi-annually in arrears on each March 1 and September 1, beginning on March 1, 2023 and ending on September 1, 2027 (each such payment date, a “Fixed Rate Interest Payment Date,” with the period from, and including, the original issue date of the Notes to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed RatePeriod”). In the event that any scheduled Fixed Rate Interest Payment Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day (and no interest on such payment will accrue for the period from and after such scheduled Fixed Rate Interest Payment Date).

(ii) From, and including September 1, 2027 to, but excluding, the Stated Maturity Date, unless redeemed subsequent to September 1, 2027 but prior to the Stated Maturity Date pursuant to Article 3 hereof, the Notes will bear interest at an annual rate equal to the then-current Three-Month Term SOFR, reset quarterly, plus 279 basis points (2.79%), payable quarterly in arrears on each March 1, June 1, September 1, and December 1, beginning on December 1, 2027 (each such payment date, a “Floating Rate Interest Payment Date,” and, together with the Fixed Rate Interest Payment Dates, collectively the “Interest Payment Dates,” with the period from, and including, September 1, 2027 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including, a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”). Interest payable on the Notes for a Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days in such Floating Rate Period. The Calculation Agent shall notify the Trustee (if the Trustee is not the Calculation Agent) in writing of the interest rate for each Floating Rate Period on the applicable Determination Date and the Trustee shall have no duty to confirm or verify such calculation. In the event that any scheduled Floating Rate Interest Payment Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day, unless such day falls in the next succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated to the immediately preceding day that is a Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day.

(c) Interest due on the Stated Maturity Date (whether or not an Interest Payment Date) of the Notes will be paid to the Person to whom principal of the Notes is payable, subject in the case of Global Notes to DTC’s applicable procedures.

(d) The Company shall appoint a Calculation Agent prior to the commencement of the Floating Rate Period and shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as any of the Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in respect of each Floating Rate Period. The Company shall act as the initial Calculation Agent. The calculation of Three-Month Term SOFR or any other interest rate for each applicable Floating Rate Period by the Calculation Agent will (in the absence of manifest error) be final and binding upon the beneficial owners and the Holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee. The Calculation Agent’s determination of any interest rate and its calculation of interest payments for any interest period will be maintained on file at the Calculation Agent’s principal offices, will be made available to any Holder of the Notes upon request and will be provided to the Trustee. The Calculation Agent shall have all the rights, protections and indemnities afforded to the Trustee under the Base Indenture and hereunder. The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such series. The Trustee shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or any of its affiliates to be the Calculation Agent. By its acquisition of the Notes, each Holder (including, for the avoidance of doubt, each beneficial owner) acknowledges, accepts, consents to, and agrees to be bound by the Company’s and the Calculation Agent’s determination of the interest rate for each Floating Rate Period, including the Company’s and the Calculation Agent’s determination of any Benchmark Replacement Conforming Changes, Benchmark Replacement Date, Benchmark Replacement Adjustment, and Benchmark Transition Event, including as may occur without any prior written notice from the Company or the calculation Agent and without the need for the Company or the Calculation Agent to obtain any further consent from any Holder of the Notes. Under no circumstances will the Trustee be responsible for selecting or determining any Benchmark Replacement if the Benchmark will no longer be available following a Benchmark Transition Event and its related Benchmark Replacement Date. In the case of a Benchmark Transition Event, the Company will select the Benchmark Replacement prior to the Benchmark Replacement Date and in consultation with the Calculation Agent, ensuring that the Calculation Agent will be able to meet its obligations and requirements under the Base Indenture, as supplemented by this Second Supplemental Indenture, with respect to the Benchmark Replacement. No such replacement (including any conforming changes to the Indenture) shall affect the Trustee’s own rights, duties or immunities under the Indenture or otherwise.

Section 2.6. Effect of Benchmark Transition Event.

(a) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.

(b) Notwithstanding anything set forth in Section 2.5, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.6 will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 279 basis points.

(c) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.6. Any determination, decision or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection (i) will be conclusive and binding on the Holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee absent manifest error, (ii) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion, (iii) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects and (iv) notwithstanding anything to the contrary herein or in the Base Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as described above.

(d) The Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event.

(e) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes).

(f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.

Section 2.7. Subordination.

(a) Except as otherwise specified, the Company agrees, and each Holder of the Notes by accepting the Notes agrees, that the indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Section 2.7, to the prior payment in full of all Senior Indebtedness and that the subordination is for the benefit of the holders of Senior Indebtedness.

(b) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company:

(i) holders of Senior Indebtedness shall be entitled to receive payment in full in cash of the principal thereof, premium, if any, additional amounts owing in respect thereof, if any, and interest (including interest accruing after the commencement of any such proceeding) to the date of payment on the Senior Indebtedness before Holders shall be entitled to receive any payment of principal of or interest on Notes;

(ii) until the Senior Indebtedness is paid in full in cash, any indebtedness to which Holders of the Notes or the Trustee would be entitled but for this Section 2.7 shall be made to holders of Senior Indebtedness as their interests may appear for the application to the payment thereof, except that Holders of the Notes may receive securities that are subordinated to Senior Indebtedness to at least the same extent as the Notes; and

(iii) the Trustee is entitled to conclusively rely upon an order or decree of a court of competent jurisdiction or a certificate of a bankruptcy trustee or other similar official for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Company debt, the amount thereof or payable thereon and all other pertinent facts relating to the Trustee’s obligations under this Section 2.7.

In the event that, notwithstanding the foregoing provisions of this Section 2.7, the Trustee or the Holder of any of the Notes shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including by way of set-off or any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee in writing or, as the case may be, such Holder of the Notes, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Notes, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any of the Notes receives for purposes of this Section 2.7.

(c) The Company may not pay principal, premium, interest or additional amounts owing with respect to the Notes and may not acquire any Notes for cash or property other than capital stock of the Company if:

(i) any default in the payment of principal, premium, if any, or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto occurs and is continuing;

(ii) a default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness (or a trustee on their behalf) to accelerate its maturity, or

(iii) a default under any Senior Indebtedness is the subject of judicial proceedings or the Company receives a notice of the default from a person who may give it pursuant to Section 2.7(k) hereof.

The Company may resume payments on the Notes and may acquire them when:

(i) the default is cured or waiver; or

(ii) this Section 2.7 otherwise permits the payments or acquisition at that time.

(d) In the event that any Notes are declared due and payable before their Stated Maturity Date, then and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Notes are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes) by the Company on account of the principal of, premium, if any, additional amounts owing in respect thereof, if any or interest on the Notes or on account of the purchase or other acquisition of Notes; provided, that any money deposited pursuant to Article IV of the Base Indenture not in violation of the Indenture shall not be subject to the claims of holders of Senior Indebtedness.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Note prohibited by the foregoing provisions of this Section 2.7, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee in writing or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Representative with respect to such Senior Indebtedness.

(e) If payment or distribution on account of the Notes of any character or security, whether in cash, securities or other property, is received by Holder, including any applicable Trustee, in contravention of any of the terms of this Section 2.7 and before all Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of, and must be paid over or delivered and transferred to the Representative with respect to such Senior Indebtedness for application, in accordance with the priorities then existing among those holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full.

(f) The Company shall promptly notify the Trustee, in writing, and any Paying Agent of any facts known to the Company that would cause a payment on the Notes to violate this Section 2.7. The Company shall provide all relevant contact, wiring and other information as the Trustee may require in order to pay over or deliver to the Representative representing the Senior Indebtedness any funds or other payment or distribution in accordance with this Section 2.7. The Trustee shall be entitled to conclusively rely on any such information provided by the Company.

(g) After all Senior Indebtedness is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Holders have been applied to the payment of Senior Indebtedness. A payment or distribution made under this Section 2.7 to holders of Senior Indebtedness which otherwise would have been made to Holders is not, as among the Company, its creditors other than the holders of Senior Indebtedness and Holders, a payment or distribution by the Company on account of the Senior Indebtedness.

(h) This Section 2.7 is intended solely to define the relative rights of Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing in the Indenture or in the Notes shall:

(i) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Notes the principal of, premium, if any, additional amounts in respect thereof, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms;

(ii) affect the relative rights of Holders and creditors of the Company other than holders of Senior Indebtedness; or

(iii) prevent the Trustee or any Holder from exercising its available remedies upon an Event of Default, subject to the rights of holders of Senior Indebtedness to receive payments or distributions otherwise payable to Holders or the Trustee.

If the Company fails because of this Section 2.7 to pay principal, premium, if any, additional amounts in respect thereof, if any, or interest on any of the Notes on the due date, such failure shall constitute a default hereunder.

(i) No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or by its failure to comply with the Indenture.

(j) Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative.

(k) The Trustee or any Paying Agent may continue to make payments on the Notes until it receives written notice of facts that would cause a payment of principal of or interest on the Notes to violate this Section 2.7. Only the Company, a Representative or a holder of an issue of Senior Indebtedness that has no Representative may give the written notice.

The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee.

Notwithstanding anything herein to the contrary, the Company’s obligation to pay, and the Company’s payment of, the amounts required by Section 6.07 of the Base Indenture are excluded from the operation of this Section 2.7. For the sake of clarity, such payments are not subordinated to the Company’s Senior Indebtedness.

(l) Nothing contained in this Section 2.7 or elsewhere in the Indenture or in any of the Notes shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 2.7(b) hereof or under the conditions described in Section 2.7(c) or 2.7(d) hereof, from making payments at any time of or on account of the principal of, premium, if any, additional amounts owing in respect thereof, if any or interest on the Notes or on account of the purchase or other acquisition of the Notes, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of, premium, if any, additional amounts owing in respect thereof, if any, or interest on the Notes or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with Section 2.7(f) hereof) that such payment would have been prohibited by the provisions of this Section 2.7.

(m) Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Section 2.7 and appoints the Trustee his attorney-in-fact for any and all such purposes.

(n) Upon any payment or distribution of assets of the Company referred to in this Section 2.7, the Trustee, subject to the provisions of Section 6.02 of the Base Indenture, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 2.7.

(o) In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Section 2.7 shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Section 2.7 in addition to or in place of the Trustee.

Section 2.8. Events of Default; Acceleration. Neither the Trustee nor the Holders of the Notes shall have the right to accelerate the maturity of the Notes unless there is an Event of Default specified under clause (e) or (f) of Section 5.01 of the Base Indenture. If an Event of Default specified in clause (e) or (f) of Section 5.01 of the Base Indenture occurs, then the principal amount of all of the Outstanding Notes, including any accrued and unpaid interest on the Notes and premium, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Notes in accordance with the provisions of Section 5.02 of the Base Indenture.

Section 2.9. No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

Section 2.10. No Conversion or Exchange Rights. Except in connection with the Exchange Offer, the Notes shall not be convertible into or exchangeable for any other securities or property of the Company or any Subsidiary of the Company.

Section 2.11. Defeasance; No Covenant Defeasance. Section 4.02 of the Base Indenture shall be applicable to the Notes. Section 4.03 of the Base Indenture shall not be applicable to the Notes.

ARTICLE 3

REDEMPTION OF THE NOTES

Section 3.1. Optional Redemption. The Company may, at its option, redeem the Notes, in whole or in part, on any Interest Payment Date on or after September 1, 2027, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date fixed by the Company; provided that, for the avoidance of doubt, the payment of such accrued and unpaid interest and Additional Interest, if any, paid as a part of the Redemption Price shall satisfy in full the obligation of the Company to pay accrued and unpaid interest on the Notes redeemed from and including the most recent Interest Payment Date on which all accrued and unpaid interest on the Notes was paid or provided for to, but excluding, the Redemption Date. Any partial redemption will be made in accordance with the Base Indenture. The Company’s election to redeem any Notes shall be provided to the Trustee in the form of an Officers’ Certificate at least 60 days prior to the Redemption Date, or such shorter notice as may be acceptable to the Trustee, and, in the event of a partial redemption, such Officers’ Certificate shall specify the amount of Global Notes to be redeemed and the amount of Individual Securities to be redeemed.

Section 3.2. Redemption Upon Special Events. The Company may also, at its option, redeem the Notes before the Stated Maturity Date in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event or a 1940 Act Event. Any such redemption will be at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date fixed by the Company; provided that, for the avoidance of doubt, the payment of such accrued and unpaid interest and Additional Interest, if any, paid as a part of the Redemption Price shall satisfy in full the obligation of the Company to pay accrued and unpaid interest on the Notes redeemed from and including the most recent Interest Payment Date on which all accrued and unpaid interest on the Notes was paid or provided for through, but excluding, the Redemption Date. The Company’s election to redeem any Notes shall be provided to the Trustee in the form of an Officers’ Certificate at least 60 days prior to the Redemption Date, or such shorter notice as may be acceptable to the Trustee. If any conditions precedent to such optional redemption have not been satisfied, the Company shall provide written notice to the Trustee and each Holder of the Notes prior to the close of business prior to the Redemption Date fixed by the Company in the same manner in which the notice of redemption was given. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed as provided in such notice. In no event shall the Trustee be responsible to satisfy any such conditions precedent, including making a deposit of money required to effectuate the redemption.

Section 3.3. Redemption Approval. No redemption of the Notes by the Company prior to the Stated Maturity Date pursuant to this Article 3 shall be made without the prior approval of the Federal Reserve Board if such prior approval is or will be required at the scheduled Redemption Date. To the extent that the approval of the Federal Reserve Board is required for the Company’s redemption of the Notes pursuant to this Article 3, the Trustee shall not have any duty or obligation to determine whether such approval is required or any duty or obligation to obtain such approval. Prior to the delivery of the notice of redemption to the Holders of the Notes, the Company shall deliver to the Trustee an Officers’ Certificate stating (i) whether or not the approval of the Federal Reserve Board is required for the Company’s redemption of the Notes and (ii) if such approval is required, whether or not such approval has been obtained by the Company.

Section 3.4. Redemption Procedures. Notice of redemption must be provided to the Holders of the Notes to be redeemed not less than 30 days nor more than 60 days prior to the applicable Redemption Date. The provisions of Article XI of the Base Indenture shall apply to any redemption of the Notes pursuant to this Article 3.

ARTICLE 4

FORM OF NOTES

The Notes and the Trustee’s certificate of authentication thereon are to be substantially in the form attached as Exhibit A and Exhibit B hereto, with such changes therein as the officers of the Company executing the Notes (by manual, electronic or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof.

ARTICLE 5

ISSUE OF NOTES

Section 5.1. Additional Issues of Notes. The Company may, from time to time, without notice to or the consent of the Holders of the Notes, issue an unlimited amount of additional subordinated Securities of the same series as the Notes, which Securities will rank pari passu with the Notes and be identical in all respects to the Notes previously issued except for their issuance date, the offering price, the interest commencement date and the first payment of interest following the issue date of such additional subordinated Securities in order that such additional subordinated Securities may be consolidated and form a single series with the Notes outstanding immediately prior to the issuance of such additional subordinated Securities and have the same terms as to status, redemption or otherwise as the Notes; provided that, if any additional subordinated Securities are not fungible with the initial Notes for U.S. income tax purposes, such additional subordinated Securities will have a separate CUSIP number.

ARTICLE 6

IMMUNITY OF STOCKHOLDERS, EMPLOYEES, AGENTS,OFFICERS AND DIRECTORS

No director, officer, employee or shareholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes or this Second Supplemental Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting the Notes, each Holder waives and releases all such liability.

ARTICLE 7

AMENDMENTS TO THE BASE INDENTURE

Section 7.1. Amendments to Article 1 of the Base Indenture.

(a)

The following sentence is hereby added to the last sentence of Section 1.12 of the Base Indenture: “THE PARTIES HERETO HEREBY (I) IRREVOCABLE SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, (II) WAIVE ANY OBJECTION TO LAYING OF VENUE IN ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS, AND (III) WAIVE ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURSIDICTION OVER ANY PARTY.”

Section 7.2. Amendments to Article 6 of the Base Indenture.

(a)	Section 6.03, paragraph (n) of the Base Indenture is hereby amended by deleting such paragraph (n) in its entirety<br>and replacing it with the following:

(n) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.

(b)	The following paragraph shall be added to the end of Section 6.03 of the Base Indenture:

(q) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

ARTICLE 8

MISCELLANEOUS

Section 8.1. Ratification of Base Indenture. The Base Indenture, as amended and supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein; provided that the provisions of this Second Supplemental Indenture apply solely with respect to the Notes.

Section 8.2. Trustee Not Responsible for Recitals. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as statements of the Company and not those of the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the proceeds thereof.

Section 8.3. Governing Law; Waiver of Jury Trial; Jurisdiction. THIS SECOND SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE ISSUER, THE TRUSTEE AND THE HOLDERS 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 SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES HERETO HEREBY (I) IRREVOCABLE SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, (II) WAIVE ANY OBJECTION TO LAYING OF VENUE IN ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS, AND (III) WAIVE ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURSIDICTION OVER ANY PARTY.

Section 8.4. Separability Clause. In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby

Section 8.5. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile transmission or by transmission as a PDF e-mail attachment shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF e-mail attachment shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Second Supplemental Indenture or any document to be signed in connection with this Second Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 8.6. Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties to this Second Supplemental Indenture and their successors under this Second Supplemental Indenture and the Persons in whose names the Notes are registered from time to time, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

Section 8.7. Conflict with Base Indenture. To the extent that any provision of this Second Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, such provision of this Second Supplemental Indenture shall control with respect to the Notes.

Section 8.8. Trust Indenture Act Controls. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Second Supplemental Indenture by the Trust Indenture Act, such required or deemed provision shall control.

Section 8.9. Rights, Protections and Immunities of the Trustee. All of the rights, protections, benefits, immunities and indemnities afforded or given to the Trustee, the Security Registrar and the Paying Agent pursuant to the Base Indenture shall apply to and be enforceable by the Trustee, the Security Registrar and the Paying Agent acting in their respective capacities relating to the Notes and pursuant to this Second Supplemental Indenture mutatismutandi as if set forth and incorporated herein. The Trustee, the Security Registrar and the Paying Agent is acting hereunder, not in its individual capacity, but solely in its capacity as Trustee, Security Registrar or Paying Agent, as applicable, for the Notes under the Indenture.

Section 8.10. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help the government fight the funding of terrorism and money laundering, are required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this agreement agree that they will provide the Trustee with such information as it may request to satisfy the requirements of the USA PATRIOT Act.

Section 8.11 Tax Withholding. Each Holder agrees to provide the Company and its agents with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Company or its agents may request. Each Holder understands that if such tax reporting documentation is not provided and certified to the Company or agents, the Company or its agents may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the Notes. The Company shall provide to the Paying Agent any information that the Paying Agent needs to comply to with any tax reporting obligations that it may have under any applicable law.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

QCR Holdings, Inc.
By:	/s/ Todd A. Gipple
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer and Chief Financial Officer
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee, Security Registrar and Paying Agent
By:	/s/ Michael H. Wass
Name:	Michael H. Wass
Title:	Vice President

[Signature Page to Second SupplementalIndenture]

EXHIBIT A

THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED HEREIN)AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING,WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS(AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).

GLOBAL NOTE

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’) OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, INCLUDING (BUT NOT LIMITED TO) IN ACCORDANCE AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO QCR HOLDINGS, INC. (THE “COMPANY”), IF REQUESTED, OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

A-1

QCR HOLDINGS, INC.

Fixed-to-Floating Rate Subordinated Note due 2032

No. R-1<br><br> <br>$42,500,000	CUSIP: 74727A AB0<br><br> <br>ISIN: US74727AAB08

QCR Holdings, Inc., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of Forty-Two Million Five Hundred Thousand dollars ($42,500,000) (or such other amount as set forth in the Schedule of Increases or Decreases in Global Note attached hereto) on September 1, 2032 (such date is hereinafter referred to as the “Stated Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (i) from, and including, August 18, 2022, to, but excluding, September 1, 2027 or any early redemption date, at a rate of 5.50% per annum, semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2023 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including, August 18, 2022 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”) and (ii) from, and including, September 1, 2027 to, but excluding, the Stated Maturity Date or any early redemption date, at a rate equal to the then-current Three-Month Term SOFR, reset quarterly, plus 279 basis points (2.79%), payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2027 through the Stated Maturity Date or earlier redemption date (each, a “Floating Rate Interest Payment Date,” and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from, and including, September 1, 2027 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”). Interest payable on this Note during any Fixed Rate Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any scheduled Fixed Rate Interest Payment date on this Note falls on a day that is not a Business Day (as defined in the Indenture), then payment of interest payable on such Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day and no additional interest shall accrue. Interest payable on this Note during any Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days in such Floating Rate Period. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. In the event that any scheduled Floating Rate Interest Payment Date on this Note falls on a day that is not a Business Day, then payment of interest payable on such Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day, unless such day falls in the next succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated to the immediately preceding day that is a Business Day, and, in each case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day.

Any principal and premium, and any such installment of interest, which is overdue shall bear interest at the applicable rate set forth in the previous paragraph (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Fixed Rate Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Fixed Rate Interest Record Date for such interest, which shall be the close of business on the fifteenth (15^th^) calendar day (whether or not a Business Day) immediately preceding such Fixed Rate Interest Payment Date, through September 1, 2027, and thereafter, on any Floating Rate Interest Payment Date, on the Floating Rate Interest Record Date for such interest, which shall be the close of business on the fifteenth (15^th^) calendar day (whether or not a Business Day) immediately preceding such Floating Rate Interest Payment Date.

A-2

Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, which shall initially be the Corporate Trust Office of the Trustee, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[SIGNATURE PAGE FOLLOWS]

A-3

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

QCR Holdings, Inc.
By:
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer and Chief Financial Officer

A-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Officer
Date:

A-5

REVERSE OF NOTE

QCR HOLDINGS, INC.

Fixed-to-Floating Rate Subordinated Notes due 2032

This Note is one of a duly authorized issue of Securities of the Company of a series designated as the “Fixed-to-Floating Rate Subordinated Notes due 2032” (herein called the “Notes”) initially issued in an aggregate principal amount of $45,000,000 on August 18, 2022. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of subordinated debt securities of the Company issued or issuable under and pursuant to the Indenture, dated as of February 12, 2019 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended by the Second Supplemental Indenture between the Company and the Trustee, dated as of August 18, 2022 (the “Second Supplemental Indenture,” and the Base Indenture as supplemented and amended by the Second Supplemental Indenture, the “Indenture”), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture Act.

All capitalized terms used in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent that any capitalized term used in this Note and defined herein is also defined in the Indenture but conflicts with the definition provided in the Indenture, the definition of the capitalized term in this Note shall control.

The indebtedness of the Company evidenced by the Notes, including the principal thereof, premium, if any, and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date hereof or hereafter incurred, and on the terms and subject to the terms and conditions set forth in the Indenture, and shall rank pari passu in right of payment with all other Securities and with all other unsecured subordinated indebtedness of the Company and not by its terms subordinate and subject in right of payment to the prior payment in full of debentures, notes, bonds or other evidences of indebtedness of types that include the Notes. Each Holder of this Note, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

The Notes are intended to be treated as Tier 2 capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies) (the “Federal Reserve Board”) as then in effect and applicable to the Company. If an Event of Default with respect to Notes shall occur and be continuing, the principal and interest owed on the Notes shall only become due and payable in accordance with the terms and conditions set forth in Sections 5.01(e) and (f) of the Base Indenture and Section 2.8 of the Second Supplemental Indenture. Accordingly,the Holder of this Note has no right to accelerate the maturity of this Note in the event that the Company fails to pay interest on anyof the Notes, or fails to perform any other obligations under the Notes or in the Indenture that are applicable to the Notes.

The Company may, at its option, redeem the Notes, in whole or in part, on any Interest Payment Date on or after September 1, 2027. The Company may also, at its option, redeem the Notes before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event or a 1940 Act Event. Any such redemption will be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date fixed by the Company. No redemption of the Notes by the Company prior to the Stated Maturity Date shall be made without the prior approval of the Federal Reserve Board if such prior approval is or will be required at the scheduled Redemption Date. The provisions of Article XI of the Base Indenture and Article 3 of the Second Supplemental Indenture shall apply to the redemption of any Notes by the Company.

A-6

The Notes are not entitled to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property of the Company or any Subsidiary of the Company.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register described in Section 3.05 of the Base Indenture, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof.

The Company and the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security is a global note, representedby one or more permanent global certificates registered in the name of the nominee of The Depository Trust Company (each a “GlobalNote” and collectively, the “Global Notes”). Accordingly, unless and until it is exchanged for Individual Securities,this Note may not be transferred except as a whole by The Depository Trust Company (the “Depositary”) to a nominee of suchDepositary or by a nominee of such Depositary or by the Depositary or any nominee to a successor Depositary or any nominee of such successor.Ownership of beneficial interests in this Security will be shown on, and the transfer of that ownership will be effected only through,records maintained by the applicable Depositary or its nominee (with respect to interest of persons that have accounts with the Depositary(“Participants”)) and the records of Participants (with respect to interests of persons other than Participants). Beneficialinterests in Notes owned by persons that hold through Participants will be evidenced only by, and transfers of such beneficial interestswith such Participants will be effected only through, records maintained by such Participants. Except as provided below, owners of beneficialinterests in this Note will not be entitled to have any Individual Securities and will not be considered the owners or Holders thereofunder the Indenture.

Except in the limited circumstances set forthin the Base Indenture, Participants and owners of beneficial interests in the Global Notes will not be entitled to receive Notes in theform of Individual Securities and will not be considered Holders of Notes. None of the Company, the Trustee, the Security Registrar,the Paying Agent or any of their respective agents will be liable for any delay by the Depositary, its nominee or any direct or indirectParticipant in identifying the beneficial owners of the related Notes. The Company, the Trustee, the Security Registrar, the Paying Agentand each of their respective agents may conclusively rely on, and will be protected in relying on, instructions from the Depositary orits nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the Notesto be issued.

A-7

Except as provided in Section 3.05 ofthe Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of Notes in the form of IndividualSecurities, and no Global Note will be exchangeable except for another Global Note of like denomination and tenor to be registered inthe name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest in a Global Note must rely on the proceduresof the Depositary and, if such person is not a Participant, on the procedures of the Participant through which such person owns its interest,to exercise any rights of a Holder under the Notes.

The laws of some jurisdictions may require thatcertain purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer interestsin the Notes represented by a Global Note to those persons may be limited. In addition, because the Depositary can act only on behalfof its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interestin Notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in the Depositary’ssystem, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respectof such interest. None of the Company, the Trustee, the Paying Agent and the Security Registrar will have any responsibility or liabilityfor any aspect of the records relating to or payments made on account of Notes by the Depositary, or for maintaining, supervising or reviewingany records of the Depositary relating to the Notes.

Wilmington Trust, National Association will act as the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office presently located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890. The Company may at any time rescind the designation of a Paying Agent, appoint a successor Paying Agent, or approve a change in the office through which any Paying Agent acts.

Notices to the Holders of registered Notes in the form of Individual Securities will be given to such Holders at their respective addresses in the Security Register, or in the case of Global Notes, electronic delivery in accordance with DTC’s applicable procedures. The Indenture contains provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with respect to the Indenture or for any remedy under the Indenture.

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK.

A-8

ASSIGNMENT FORM

To assign the within Security, fill in the form below: I or we assign and transfer the within Security to:

(Insert assignee’s legal name)
(Insert assignee’s social security or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint as agent to transfer this Security on the books of . The agent may substitute another to act for it.

Your Signature:

(Sign exactly as your name appears on the other side of this Security)

Your Name:

Date:

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is $42,500,000. The following increases or decreases in the principal amount of this Global Note have been made:

Date	Amount of increase<br><br> in principal amount<br><br> of this Global Note	Amount of decrease<br><br> in principal amount <br><br>of this Global Note	Principal amount of <br><br>This Global Note<br><br> following such<br><br> increase or decrease	Signature of authorized<br> signatory of Trustee

A-10

EXHIBIT B

DEFINITIVE NOTE

B-1

QCR HOLDINGS, INC.

Fixed-to-Floating Rate Subordinated Note due 2032

No. 2022-[●]<br><br> <br>$[●]	CUSIP: 74727A AC8<br><br> <br>ISIN: US74727AAC80

QCR Holdings, Inc., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [●], or its registered assigns, the principal sum of [●] dollars ($[●]) on September 1, 2032 (such date is hereinafter referred to as the “Stated Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (i) from, and including, August 18, 2022, to, but excluding, September 1, 2027 or any early redemption date, at a rate of 5.50% per annum, semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2023 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including, August 18, 2022 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”) and (ii) from, and including, September 1, 2027 to, but excluding, the Stated Maturity Date or any early redemption date, at a rate equal to the then-current Three-Month Term SOFR, reset quarterly, plus 279 basis points (2.79%), payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2027 through the Stated Maturity Date or earlier redemption date (each, a “Floating Rate Interest Payment Date,” and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from, and including, September 1, 2027 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”). Interest payable on this Note during any Fixed Rate Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any scheduled Fixed Rate Interest Payment date on this Note falls on a day that is not a Business Day (as defined in the Indenture), then payment of interest payable on such Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day and no additional interest shall accrue. Interest payable on this Note during any Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days in such Floating Rate Period. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. In the event that any scheduled Floating Rate Interest Payment Date on this Note falls on a day that is not a Business Day, then payment of interest payable on such Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day, unless such day falls in the next succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated to the immediately preceding day that is a Business Day, and, in each case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day.

B-2

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

B-3

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

QCR Holdings, Inc.
By:
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer<br> and Chief Financial Officer

B-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Officer
Date:

B-5

REVERSE OF NOTE

QCR HOLDINGS, INC.

Fixed-to-Floating Rate Subordinated Notes due 2032

This Note is one of a duly authorized issue of Securities of the Company of a series designated as the “Fixed-to-Floating Rate Subordinated Notes due 2032” (herein called the “Notes”) initially issued in an aggregate principal amount of $45,000,000 on August 18, 2022. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of subordinated debt securities of the Company issued or issuable under and pursuant to the Indenture, dated as of February 12, 2019 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended by the Second Supplemental Indenture between the Company and the Trustee, dated as of August 18, 2022 (the “Second SupplementalIndenture,” and the Base Indenture as supplemented and amended by the Second Supplemental Indenture, the “Indenture”), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture Act.

B-6

The Notes are not entitled to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property of the Company or any Subsidiary of the Company.

The Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof.

Notices to the Holders of registered Notes in the form of Individual Securities will be given to such Holders at their respective addresses in the Security Register. The Indenture contains provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with respect to the Indenture or for any remedy under the Indenture.

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK.

B-7

ASSIGNMENT FORM

To assign the within Security, fill in the form below: I or we assign and transfer the within Security to:

(Insert assignee’s legal name)
(Insert assignee’s social security or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint as agent to transfer this Security on the books of . The agent may substitute another to act for it.

Your Signature:

(Sign exactly as your name appears on the other side of this Security)

Your Name:

Date:

Signature Guarantee:

SIGNATURE GUARANTEE

B-8

Exhibit 10.1

SUBORDINATED NOTE PURCHASE AGREEMENT

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 18, 2022, and is made by and among QCR Holdings, Inc., a Delaware corporation (“Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, Company is offering up to $45,000,000 in aggregate principal amount of Subordinated Notes, which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein).

**WHEREAS,**Company has engaged Piper Sandler & Co. as its exclusive placement agent (“Placement Agent”) for the offering of the Subordinated Notes.

**WHEREAS,**each of the Purchasers is an institutional “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act (“QIB”).

**WHEREAS,**the offer and sale of the Subordinated Notes by Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

**WHEREAS,**each Purchaser is willing to purchase from Company a Subordinated Note in the principal amount set forth on such Purchaser’s respective signature page hereto (each, a “Subordinated Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes and in the Indenture (as defined herein).

WHEREAS, at Closing, Company and the Purchasers shall execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which, among other things, Company will agree to provide certain registration rights with respect to the Subordinated Notes under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

NOW,THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

**1.**DEFINITIONS.

1.1****DefinedTerms. The following capitalized terms used in this Agreement have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.

“Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person.

“Agreement” has the meaning set forth in the preamble hereto.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Subordinated Note represented by a global certificate, the rules and procedures of DTC that apply to such transfer or exchange.

“Bank” means each of CRBT, CSB, GB and QCBT.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the State of Illinois are permitted or required by any applicable law or executive order to close.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” means the date hereof.

“Company” has the meaning set forth in the preamble hereto and shall include any successors to Company.

“Company Covered Person” has the meaning set forth in Section 4.2.4.

“Company’s Reports” means (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, including the audited financial statements contained therein and the information from Company’s definitive proxy statement for its 2022 annual meeting of shareholders incorporated by reference into the Form 10-K; (ii) Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the SEC, including the unaudited financial statements contained therein; and (iii) Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC, including the unaudited financial statements contained therein.

“CRBT” means Cedar Rapids Bank and Trust Company, an Iowa state member bank and wholly owned subsidiary of Company.

“CSB” means Community State Bank, an Iowa state member bank and wholly owned subsidiary of Company.

“Definitive Notes” has the meaning set forth in Section 3.1.

“Disbursement” has the meaning set forth in Section 3.1.

“Disqualification Event” has the meaning set forth in Section 4.2.4.

“DTC” has the meaning set forth in Section 5.7.

“Equity Interest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.

“GB” means Guaranty Bank (f/k/a Springfield First Community Bank), a Missouri state member bank and wholly owned subsidiary of Company.

“Global Notes” has the meaning set forth in Section 3.1.

“Governmental Agency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency (including each applicable Regulatory Agency) with jurisdiction over Company or a Subsidiary of Company.

“Governmental Licenses” has the meaning set forth in Section 4.3.

“Hazardous Materials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.

“Hazardous Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.

“Indebtedness” means and includes: (i) all obligations arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included in determining total liabilities as shown on the consolidated balance sheet of Company or any Subsidiary of Company; and (ii) all obligations secured by any lien on property owned by Company or any Subsidiary whether or not such obligations shall have been assumed; provided, however, Indebtedness shall not include deposits or other indebtedness created, incurred or maintained in the ordinary course of Company’s or any Bank’s business (including federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by Company or any Bank and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.

“Indenture” means the indenture, dated as of February 12, 2019, by and between Company and Wilmington Trust, National Association, as trustee, as supplemented by the second supplemental indenture, dated as of the date hereof, by and between Company and Wilmington Trust, National Association, as trustee, under which the Subordinated Notes are to be issued, substantially in the form attached hereto as Exhibit A, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.

“Material Adverse Effect” means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of any Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions, including changes in interest rates, affecting financial institutions or their market prices generally and not specifically related to Company or Purchasers, (4) natural disasters or other force majeure events or the effects of any outbreak, escalation or worsening of any epidemic, pandemic or disease (including the COVID-19 virus), (5) changes in national or international political or social conditions, including the engagement by the United States in hostilities, where or not pursuant to the declaration of a national emergency or war, or by the occurrence of any military attack upon or within the United States, (6) direct effects of compliance with this Agreement on the operating performance of Company or Purchasers, including expenses incurred by Company or Purchasers in consummating the transactions contemplated by this Agreement, and (7) the effects of any action or omission taken by Company with the prior written consent of Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (3), (4) and (5) do not disproportionately affect the operations or business of Company or its Subsidiaries in comparison to other banking institutions with similar operations.

“Maturity Date” means September 1, 2032.

“Notes” has the meaning set forth in Section 3.1.

“Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.

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

“Property” means any real property owned or leased by Company or any Affiliate or Subsidiary of Company.

“Purchaser” or “Purchasers” has the meaning set forth in the preamble hereto.

“QCBT” means Quad City Bank and Trust Company, an Iowa state member bank and wholly owned subsidiary of Company.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among Company and the Purchasers in the form attached as Exhibit B hereto.

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

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

“Regulatory Agencies” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to Company, each Bank or any of their Subsidiaries.

“SEC” means the U.S. Securities and Exchange Commission.

“Secondary Market Transaction” has the meaning set forth in Section 5.3.

“Securities Act” has the meaning set forth in the Recitals.

“Subordinated Note” means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as an exhibit to the Indenture, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

“Subordinated Note Amount” has the meaning set forth in the Recitals.

“Subsidiary” means with respect to any Person, any corporation or entity in which a majority of the outstanding Equity Interest is directly or indirectly owned by such Person.

“Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

“Transaction Documents” has the meaning set forth in Section 3.2.1.1.

“Trustee” means the trustee or successor in accordance with the applicable provisions of the Indenture.

1.2****Interpretations. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein are references to Eastern Time unless otherwise specifically provided. All references to this Agreement, the Subordinated Notes and the Indenture shall be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (ii) if such defined term refers to a document, instrument or agreement, then it shall also include any amendment, replacement, extension or other modification thereof.

1.3****ExhibitsIncorporated. All Exhibits attached hereto are hereby incorporated into this Agreement.

**2.**SUBORDINATEDDEBT.

2.1****CertainTerms. Subject to the terms and conditions herein contained, Company proposes to issue and sell to the Purchasers, severally and not jointly, Subordinated Notes, which will be issued pursuant to the Indenture, in an aggregate principal amount equal to the aggregate of the Subordinated Note Amounts. Each Purchaser, severally and not jointly, agrees to purchase the Subordinated Notes with an aggregate principal amount equal to the Subordinated Note Amount set forth on its signature page hereto, which will be issued pursuant to the Indenture, from Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, this Agreement, the Indenture and the Subordinated Notes. The Subordinated Note Amounts shall be disbursed in accordance with Section 3.1.

2.2****TheClosing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of Company at 10:00 a.m. (Central Time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.

2.3****Rightof Offset. Each Purchaser hereby expressly waives any right of offset such Purchaser may have against Company or any of its Subsidiaries.

2.4****Useof Proceeds. Company shall use the net proceeds from the sale of Subordinated Notes for general corporate purposes, which may include, but are not limited to, possible share repurchases.

2.5****PartialRedemption. Partial redemptions of the Subordinated Notes will be processed through DTC, in accordance with its rules and procedures, as a Pro Rata Pass-Through Distribution of Principal.

**3.**DISBURSEMENT.

3.1****Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in Section 3.2 have been satisfied by Company, each Purchaser shall disburse in immediately available funds the Subordinated Note Amount set forth on such Purchaser’s signature page hereto to Company (the “Disbursement”). Each Purchaser that is a QIB shall receive an electronic securities entitlement through the facilities of DTC in accordance with the Applicable Procedures in the Subordinated Note with a principal amount equal to such Subordinated Note Amount. Company will deliver to the Trustee a global certificate representing such Subordinated Notes (the “Global Note”), registered in the name of Cede & Co., as nominee for DTC. Company or the Trustee shall deliver to each Purchaser that is not a QIB one or more certificates representing such Purchaser’s Subordinated Note Amount in definitive form (or provide evidence of the same with the original to be delivered by Company by overnight delivery on the next Business Day in accordance with the delivery instructions of the Purchaser), registered in such names and denominations as such Purchasers may request (the “Definitive Notes” and collectively with the Global Note, the “Notes”).

3.2****ConditionsPrecedent to Disbursement.

3.2.1****Conditionsto the Purchasers’ Obligation. The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be purchased by such Purchaser at Closing and to effect the Disbursement is subject to delivery by or at the direction of Company to such Purchaser (or, with respect to the Indenture, the Trustee) each of the following (or written waiver by such Purchaser prior to the Closing of such delivery):

3.2.1.1****TransactionDocuments. This Agreement, the Indenture, the Notes and the Registration Rights Agreement (collectively, the “Transaction Documents”), each duly authorized and executed by Company; provided that Company’s counterparts to each of the Notes and Registration Rights Agreement may be held in escrow pending satisfaction or waiver of the conditions set forth in Section 3.2.2.

3.2.1.2****AuthorityDocuments.

(a)	A copy, certified by the Secretary or Assistant Secretary of Company, of the Certificate of Incorporation<br>of Company, as amended;
(b)	A certificate of good standing of Company issued by the Secretary of State of the State of Delaware;
---	---

(c)	A copy, certified by the Secretary or Assistant Secretary of Company, of the Bylaws of Company, as amended;
(d)	A copy, certified by the Secretary or Assistant Secretary of Company, of the resolutions of the board<br>of directors of Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and<br>performance of the Transaction Documents;
---	---
(e)	An incumbency certificate of the Secretary or Assistant Secretary of Company certifying the names of the<br>officer or officers of Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and
---	---
(f)	The opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP, counsel to Company, dated as of<br>the Closing Date, substantially in the form set forth at Exhibit C<br>attached hereto addressed to the Purchasers and Placement Agent.
---	---

3.2.1.3****OtherRequirements. Such other additional information regarding Company, each Bank and any other Subsidiary of Company and their respective assets, liabilities (including any liabilities arising from, or relating to, legal proceedings) and contracts as a Purchaser may reasonably request.

3.2.1.4****AggregateInvestments. Prior to, or contemporaneously with the Closing, each Purchaser shall have actually delivered the Subordinated Note Amount set forth on such Purchaser’s signature page.

3.2.2****Conditionsto Company’s Obligation.

3.2.2.1 Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to Company or its Subsidiaries or the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction or condition that Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to Company to such a degree that Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.

3.2.2.2 The obligation of Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to Company’s receipt of:

(a)	Transaction Documents. This Agreement and the Registration Rights Agreement, each duly authorized<br>and executed by each Purchaser.
(b)	Subordinated Note Amount. The Subordinated Note Amounts set forth on the signature pages hereto.
---	---
(c)	Indenture. The Indenture, duly authorized and executed by the Trustee.
---	---

**4.**REPRESENTATIONSAND WARRANTIES OF COMPANY.

Company hereby represents and warrants to each Purchaser that, except as disclosed in Company’s Reports:

4.1****Organizationand Authority.

4.1.1****OrganizationMatters of Company and Its Subsidiaries.

4.1.1.1****Company is validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. 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 so to qualify or to be in good standing would not result in a Material Adverse Effect on Company.

4.1.1.2****Each Subsidiary of Company either is validly existing as a corporation or limited liability company, or, in the case of QCBT, CRBT and CSB, has been duly chartered and is validly existing as an Iowa state-chartered bank or, in the case of GB, has been duly chartered and is validly existing as a Missouri state-charted bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation 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 so to qualify or to be in good standing would not result in a Material Adverse Effect on Company. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through Subsidiaries of Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, with the exception that all of the issued and outstanding stock of the each Bank is pledged as collateral under a certain loan agreement between Company and a correspondent bank lender; none of the outstanding shares of capital stock of, or other Equity Interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of Company or any other entity.

4.1.1.3****CRBT is an Iowa state member bank, CSB is an Iowa state member bank, GB is a Missouri state member bank and QCBT is an Iowa state member bank. The deposit accounts of each Bank are insured by the FDIC up to applicable limits. No Bank has received any notice or other information indicating that such Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of any Bank as an FDIC-insured institution.

4.1.2****CapitalStock and Related Matters. The Certificate of Incorporation of Company authorizes Company to issue 20,000,000 shares of common stock and 250,000 shares of preferred stock. As of August 17, 2022, there were 16,884,721 shares of Company’s common stock and no shares of Company’s preferred stock issued and outstanding. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.

4.2****NoImpediment to Transactions.

4.2.1****Transactionis Legal and Authorized. The issuance of the Subordinated Notes pursuant to the Indenture, the borrowing of the aggregate of the Subordinated Note Amounts, the execution of the Transaction Documents and compliance by Company with all of the provisions of the Transaction Documents are within the corporate and other powers of Company.

4.2.2****Agreement, Indentureand Registration Rights Agreement. This Agreement, the Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by Company, and, assuming due authorization, execution and delivery by the other parties thereto, including the Trustee for purposes of the Indenture, constitute the legal, valid and binding obligations of Company, enforceable against Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

4.2.3****SubordinatedNotes. The Subordinated Notes have been duly authorized by Company and when the Global Note representing such Subordinated Notes is executed by Company and completed and authenticated by the Trustee in accordance with, and in the forms contemplated by, the Indenture and issued, delivered to and paid for by the Purchasers as provided in this Agreement, will have been duly issued under the Indenture and will constitute legal, valid and binding obligations of Company, entitled to the benefits of the Indenture, and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. When executed and delivered, the Notes representing the Subordinated Notes will be substantially in the forms attached as exhibits to the Indenture.

4.2.4****Exemptionfrom Registration. Neither Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Subordinated Notes. Assuming the accuracy of the representations and warranties of each Purchaser set forth in this Agreement, the Subordinated Notes will be issued in a transaction exempt from the registration requirements of the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “DisqualificationEvent”) is applicable to Company or, to Company’s knowledge, any Person described in Rule 506(d)(1) (each, a “Company Covered Person”). Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).

4.2.5****NoDefaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the Certificate of Incorporation or Bylaws of Company, each as currently in effect; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which Company or any Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Company or any Bank; or (4) any statute, rule or regulation applicable to Company or any Bank, except (x) in the case of item (2) for such violations and conflicts consented to or approved by the counterparty to Company or such Bank under any contract, agreement or instrument and (y) in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company and its Subsidiaries, taken as a whole, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Company. Neither Company nor any Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Company or any Bank, as applicable, is a party or by which Company or such Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company. No Bank is a party to, or otherwise subject to, any legal restriction or any agreement (other than customary limitations imposed by corporate law statutes, banking law statutes, rules and policies, or other regulatory statutes) restricting the ability of such Bank to pay dividends or make any other distributions to Company.

4.2.6****GovernmentalConsent. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by Company that have not been obtained, and no registrations or declarations are required to be filed by Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

4.3****Possessionof Licenses and Permits. Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by them except where the failure to possess such Governmental Licenses would not, singularly or in the aggregate, have a Material Adverse Effect on Company and such applicable Subsidiary, taken as a whole; Company and each Subsidiary of Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on Company and such applicable Subsidiary, taken as a whole; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect on Company and such applicable Subsidiary, taken as a whole; and neither Company nor any Subsidiary of Company has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses.

4.4****FinancialCondition.

4.4.1****CompanyFinancial Statements. The financial statements of Company included in Company’s Reports (including the related notes, where applicable), which have been made available to Purchasers (i) have been prepared from, and are in accordance with, the books and records of Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in shareholders’ equity and financial position of Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case: (x) as indicated in such statements or in the notes thereto; or (y) for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company’s Report; and (z) to the extent that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The books and records of Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Company contained in Company’s Reports for Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

4.4.2****Absenceof Default. Since the date of the latest audited financial statements contained in Company’s Reports, no event has occurred which either by itself or with the lapse of time or the giving of notice or both, would give any creditor of Company the right to accelerate the maturity of any material Indebtedness of Company. Company is not in default under any other Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, non-compliance with which could reasonably be expected to result in a Material Adverse Effect on Company.

4.4.3****Solvency. After giving effect to the consummation of the transactions contemplated by this Agreement, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no Indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary of Company.

4.4.4****Ownershipof Property. Company and each of its Subsidiaries has title as to all real property owned by it and title to all assets and properties owned by Company and such Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank or the Federal Reserve Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by any Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Company or any of its Subsidiaries. Company and each of its Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties that are material to Company or such Subsidiary, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes, except as otherwise disclosed in Company’s Reports, and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in Company’s Reports.

4.5****NoMaterial Adverse Change. Since the date of the latest audited financial statements included in Company’s Reports, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect on Company or any of its Subsidiaries.

4.6****LegalMatters.

4.6.1****Compliancewith Law. Company and each of its Subsidiaries (i) has complied with and (ii) to Company’s knowledge, is not under investigation with respect to, and, to Company’s knowledge, has not been threatened to be charged with or given any notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, except where any such failure to comply or violation would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole.

4.6.2****RegulatoryEnforcement Actions. Company, each Bank and Company’s other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which would have a Material Adverse Effect on Company and such applicable Subsidiary. None of Company, any Bank, Company’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to Company’s knowledge, (i) any such restrictions threatened, (ii) any agreements, memoranda or commitments being sought by any Governmental Agency, or (iii) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.

4.6.3****PendingLitigation. There are no actions, suits, proceedings or written agreements pending, or, to Company’s knowledge, threatened or proposed, against Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company and any of its Subsidiaries, taken as a whole, or affect issuance of or payment on the Subordinated Notes; and neither Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on Company or any of its Subsidiaries, taken as a whole.

4.6.4****Environmental. Except as set forth on Schedule 4.6.4 attached hereto, no Property is or, to Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials, and neither Company nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to Company’s knowledge, threatened against Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law.

4.6.5****BrokerageCommissions. Except for commissions paid or payable to the Placement Agent, neither Company nor any Affiliate of Company is obligated to pay any brokerage commission or finder’s fee to any Person in connection with the transactions contemplated by this Agreement.

4.6.6****InvestmentCompany Act. Neither Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.7****NoMisstatement. No information, exhibit, report, schedule or document, when viewed together as a whole, furnished by Company to Purchasers in connection with the negotiation, execution or performance of this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances when made or furnished to Purchasers and as of the Closing Date, except for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent exhibit, report, schedule or document prior to the date hereof.

4.8****ReportingCompliance. Company is subject to, and is in compliance in all material respects with, the reporting requirements of Section 13 and Section 15(d), as applicable, of the Exchange Act. Company’s Reports at the time they were filed with the SEC complied in all material respects with the requirements of the Exchange Act and did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.9****InternalAccounting Controls. Company, each Bank and each other applicable Subsidiary of Company has established and maintains a system of internal control over financial reporting that pertains to the maintenance of records that accurately and fairly reflect the transactions and dispositions of Company’s assets (on a consolidated basis), provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and each Bank’s receipts and expenditures and receipts and expenditures of each of Company’s other Subsidiaries are being made only in accordance with authorizations of Company management and Board of Directors, and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Company on a consolidated basis that could have a material effect on the financial statements. Such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of Company’s financial reporting and the preparation of Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of Company’s last completed fiscal year there has not been and there currently is not (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in Company’s or each Bank’s internal control over financial reporting. Company (A) has implemented and maintains disclosure controls and procedures reasonably designed and maintained to ensure that material information relating to Company is made known to the Chief Executive Officer and the Chief Financial Officer of Company by others within Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s outside auditors and the audit committee of Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Company’s internal controls over financial reporting. Such disclosure controls and procedures are effective for the purposes for which they were established.

4.10****TaxMatters. Company, each Bank and each other applicable Subsidiary of Company have (i) filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed, and all such tax returns are true, correct and complete in all material respects, and (ii) paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings.

4.11****Representationsand Warranties Generally. The representations and warranties of Company set forth in this Agreement and in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and as otherwise specifically provided herein or therein. None of the representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances when made. Any certificate signed by an officer of Company and delivered to Purchasers or to counsel for Purchasers shall be deemed to be a representation and warranty by Company to Purchasers as to matters set forth therein.

**5.**GENERALCOVENANTS, CONDITIONS AND AGREEMENTS.

Company hereby further covenants and agrees with each Purchaser as follows:

5.1****Compliancewith Transaction Documents. Company shall comply with, observe and timely perform each and every one of its covenants, agreements and obligations under the Transaction Documents.

5.2****Absenceof Control. It is the intent of the parties to this Agreement that in no event shall Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, Company, and Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Company.

5.3****SecondaryMarket Transactions. So long as not in violation of Section 6.4 below, each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with any such Purchaser and otherwise reasonably assist any such Purchaser in satisfying the market standards to which any such Purchaser customarily adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person.

5.4****Rule 144AInformation. While any Subordinated Notes remain “restricted securities” within the meaning of the Securities Act, Company will make available, upon request, to any seller of such Subordinated Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless Company is then subject to Section 13 or 15(d) of the Exchange Act.

5.5****NRSRORating. Company will use commercially reasonable efforts to maintain a rating by a nationally recognized statistical rating organization (“NRSRO”) while any Subordinated Notes remain outstanding.

5.6****ResaleRegistration Statement. Subject to the terms and conditions of this Agreement, Company will provide to the Purchasers the resale registration rights described in the Registration Rights Agreement.

5.7****DTCRegistration. Company shall use commercially reasonable efforts to cause the Subordinated Notes to be quoted on Bloomberg and, with respect to Subordinated Notes held by QIBs, cause such Subordinated Notes to be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”).

**6.**REPRESENTATIONS,WARRANTIES AND COVENANTS OF PURCHASERS.

Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:

6.1****LegalPower and Authority. Purchaser has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Purchaser is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

6.2****Authorizationand Execution. The execution, delivery and performance of this Agreement and the Registration Rights Agreement have been duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery by Company, this Agreement and the Registration Rights Agreement are each a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

6.3****NoConflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under (i) Purchaser’s organizational documents, (ii) any agreement to which Purchaser is party, (iii) any law applicable to Purchaser or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting Purchaser.

6.4****Purchasefor Investment. Purchaser is purchasing the Subordinated Note for its own account and not with a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.

6.5****InstitutionalAccredited Investor. Purchaser is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

6.6****Financialand Business Sophistication. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. Purchaser has relied solely upon its own knowledge of, and the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.

6.7****Abilityto Bear Economic Risk of Investment. Purchaser recognizes that an investment in the Subordinated Notes involves substantial risk. Purchaser has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of its investment in Company.

6.8****Information. Purchaser acknowledges that: (i) it is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is it being provided with any offering circular or prospectus prepared in connection with the offer and sale of the Subordinated Notes; (ii) it has conducted its own examination of Company and the terms of the Indenture and the Subordinated Notes to the extent it deems necessary to make its decision to invest in the Subordinated Notes; and (iii) it has availed itself of publicly available financial and other information concerning Company to the extent it deems necessary to make its decision to purchase the Subordinated Notes. It has reviewed the information set forth in Company’s Reports and the exhibits and schedules hereto and the information contained in the data room established by Company in connection with the transactions contemplated by this Agreement on August 1, 2022, including the risk factors disclosure document.

6.9****Accessto Information. Purchaser acknowledges that it and its advisors have been furnished with all materials relating to the business, finances and operations of Company that have been requested by it or its advisors and have been given the opportunity to ask questions of, and to receive answers from, persons acting on behalf of Company concerning terms and conditions of the transactions contemplated by this Agreement in order to make an informed and voluntary decision to enter into this Agreement.

6.10****InvestmentDecision. Purchaser has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed necessary and not upon any view expressed by any other Person or entity, including the Placement Agent (or, with respect to the Indenture, the Trustee). Neither such inquiries nor any other due diligence investigations conducted by Purchaser or Purchaser’s advisors or representatives, if any, shall modify, amend or affect Purchaser’s right to rely on Company’s representations and warranties contained herein. Purchaser is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of Company, including the Placement Agent (or, with respect to the Indenture, the Trustee), except for the express statements, representations and warranties of Company made or contained in this Agreement. Furthermore, Purchaser acknowledges that (i) the Placement Agent has not performed any due diligence review on behalf of it and (ii) nothing in this Agreement or any other materials presented by or on behalf of Company to Purchaser in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice.

6.11****PrivatePlacement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that the Notes will bear the restrictive legend set forth in the forms of the Subordinated Note, which are attached as exhibits to the Indenture. Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement.

6.12****PlacementAgent. Purchaser will purchase the Subordinated Note(s) directly from Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

6.13****Accuracyof Representations. It understands that each of the Placement Agent and Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement, and agrees that if any of the representations or acknowledgements made by it are no longer accurate as of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Placement Agent and Company.

6.14****Representationsand Warranties Generally. The representations and warranties of Purchaser set forth in this Agreement are true and correct as of the date hereof and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of Purchaser and delivered to Company or to counsel for Company shall be deemed to be a representation and warranty by Purchaser to Company as to the matters set forth therein.

**7.**MISCELLANEOUS.

7.1****Prohibitionon Assignment by Company. Except as described in Article 8 of the Indenture, Company may not assign, transfer or delegate any of its rights or obligations under this Agreement or the Subordinated Notes without the prior written consent of Purchasers.

7.2****Timeof the Essence. Time is of the essence for this Agreement.

7.3****Waiveror Amendment. No waiver or amendment of any term, provision, condition, covenant or agreement herein shall be effective unless in writing and signed by all of the parties hereto. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity.

7.4****Severability. Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the tenor of this Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only as to particular persons or situations, the remainder of this Agreement, and the application of such provision to persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law.

7.5****Notices. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next business day delivery, addressed:

if to Company:	QCR Holdings, Inc.<br><br> 3551 7th Street<br><br> <br>Moline, Illinois 61265<br><br> <br>Attention: Todd A. Gipple
with a copy to:	Barack Ferrazzano Kirschbaum & Nagelberg LLP<br><br>200 West Madison Street, Suite 3900<br><br>Chicago, IL 60606<br><br>Attention: Robert M. Fleetwood<br><br> Abdul R. Mitha
if to Purchasers:	To the address indicated on such Purchaser’s signature page.

or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next business day delivery was requested).

7.6****Successorsand Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except that, unless a Purchaser consents in writing, no assignment made by Company in violation of this Agreement shall be effective or confer any rights on any purported assignee of Company. The term “successors and assigns” will not include a purchaser of any of the Subordinated Notes from any Purchaser merely because of such purchase.

7.7****NoJoint Venture. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of a Purchaser, shall be deemed to make a Purchaser a partner or joint venturer with Company.

7.8****Documentation. All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to a Purchaser shall be in form and substance satisfactory to such Purchaser.

7.9****EntireAgreement. This Agreement, the Indenture, the Registration Rights Agreement and the Subordinated Notes, along with the Exhibits hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement, the Indenture, the Registration Rights Agreement or the Subordinated Notes.

7.10****Choiceof Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its laws or principles of conflict of laws. Nothing herein shall be deemed to limit any rights, powers or privileges which a Purchaser may have pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by a Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing.

7.11****NoThird Party Beneficiary. This Agreement is made for the sole benefit of Company and the Purchasers, and no other Person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder; provided, that the Placement Agent may rely on the representations and warranties contained herein to the same extent as if they were a party to this Agreement.

7.12****LegalTender of United States. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts.

7.13****Captions;Counterparts. Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

7.14****Knowledge;Discretion. All references herein to a Purchaser’s or Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s President, Chief Executive Officer, Chief Financial Officer and General Counsel or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by a Purchaser, to the making of a determination or designation by a Purchaser, to the application of a Purchaser’s discretion or opinion, to the granting or withholding of a Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise involving the decision making of a Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.

7.15****Waiverof Right to Jury Trial. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF COMPANY OR PURCHASERS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

7.16****Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.

7.17****Survival. Each of the representations and warranties set forth in this Agreement shall survive the consummation of the transactions contemplated hereby for a period of one year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative.

[Signature Pages Follow]

INWITNESS WHEREOF, Company has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.

COMPANY:
QCR Holdings, Inc.
By:
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer and Chief Financial<br> Officer

[Company Signature Pageto Subordinated Note Purchase Agreement]

INWITNESS WHEREOF, the undersigned Purchaser has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.

PURCHASER:
[INSERT PURCHASER’S NAME]
By:
Name:	[●]
Title:	[●]
Address<br> of Purchaser:<br><br> <br><br><br> <br>[●]<br><br> <br>****
---
Subordinated<br> Note Amount:<br><br> <br><br><br> <br>$[●]

[Purchaser Signature Page to SubordinatedNote Purchase Agreement]

SCHEDULE 4.6.4

ENVIRONMENTAL

·	One of the Guaranty Bank sites in Carthage, Missouri, was previously used as a gas station with an underground<br>storage tank system that was removed in 1998.
·	Another site, also in Carthage, was previously used by the Carthage Police Department, which maintained<br>a gasoline storage tank on the property until 1993.

The Company is not aware of any issues with these sites.

EXHIBIT A

FORM OF INDENTURE

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT C

OPINION OF COUNSEL

1. In reliance solely on a certificate of good standing of Company dated August 18, 2022 issued by the Delaware Secretary of State, a certificate of good standing of CRBT dated August 2, 2022 issued by the Iowa Division of Banking, a certificate of good standing of CSB dated August 2, 2022 issued by the Iowa Division of Banking, a certificate of good standing of GB dated August 1, 2022 issued by the Missouri Division of Finance and a certificate of good standing of QCBT dated August 2, 2022 issued by the Iowa Division of Banking: Company and each Bank (i) has been organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite corporate or similar power and authority to carry on its business as currently conducted, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation or bank, as the case may be, in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2. In reliance solely on a certificate dated August 2, 2022 issued by the Board of Governors of the Federal Reserve System, Company is a registered financial holding company under the Bank Holding Company Act of 1956, as amended.

3. Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents.

4. Each of the Agreement, the Indenture and the Registration Rights Agreement has been duly and validly authorized, executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

5. The execution and delivery by Company of, and the performance by Company of its agreements and obligations under, the Transaction Documents do not (i) to such counsel’s knowledge, violate any applicable provisions of the Delaware General Corporation Law, (ii) to such counsel’s knowledge, violate any court order or judgment of any federal or state agency or court having jurisdiction over Company or any Bank and known to such counsel, or (iii) violate the Certificate of Incorporation or Bylaws of Company, each as currently in effect.

6. The Subordinated Notes have been duly and validly authorized by Company and when duly authenticated and delivered by the Trustee and when executed and issued by the Company and delivered to and paid for by Purchasers in accordance with the terms of this Agreement and the Indenture, will constitute valid and legally binding obligations of Company, enforceable against Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

7. Assuming the accuracy of the representations and warranties of each of the Purchasers and Company set forth in this Agreement, the Subordinated Notes to be issued and sold by Company to the Purchasers pursuant to this Agreement and the Indenture will be issued in a transaction exempt from the registration requirements of the Securities Act.

Exhibit 10.2

REGISTRATIONRIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 18, 2022 and is made by and among QCR Holdings, Inc., a Delaware corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated August 18, 2022 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $45,000,000 aggregate principal amount of the Company’s Fixed-to-Floating Rate Subordinated Notes due 2032, which were issued on August 18, 2022 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“1933 Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“Additional Interest” shall have the meaning set forth in Section 2(e) hereof.

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Business Day” shall mean any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions in the state of Illinois are authorized or obligated to be closed.

“Closing Date” shall mean the date of this Agreement.

“Company” shall have the meaning set forth in the preamble to this Agreement and also includes the Company’s successors.

“Depositary” shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York.

“Event Date” shall have the meaning set forth in Section 2(e).

“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Securities, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

“Exchange Securities” shall mean the Fixed-to-Floating Rate Subordinated Notes due 2032 issued by the Company under the Indenture containing terms substantially identical to the Subordinated Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Subordinated Notes or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Subordinated Notes without registration under the 1933 Act shall be eliminated, (iv) the minimum denominations thereof shall be $100,000 and integral multiples of $1,000 in excess thereof and (v) all of the Exchange Securities will be represented by one or more global Exchange Securities in book-entry form (unless exchanged for Exchange Securities in definitive certificated form under the circumstances permitted by the Company) to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Holders” shall mean (i) the Purchasers and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture, for so long as they own any Registrable Securities and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

“Indenture” shall mean the Indenture, dated as of February 12, 2019, by and between the Company and Wilmington Trust, National Association, as trustee, as supplemented by the second supplemental indenture, dated as of the date hereof, by and between the Company and Wilmington Trust, National Association, as trustee, under which the Subordinated Notes are to be issued as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Interest Accrual Date” means August 18, 2022.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities outstanding, excluding Exchange Securities referred to in clause (ii) of the definition of “Holders” above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is required hereunder, Registrable Securities and Exchange Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage.

“Notifying Broker-Dealer” shall have the meaning set forth in Section 3(f) hereof.

“Participating Broker-Dealer” shall have the meaning set forth in Section 3(f) hereof.

“Person” shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed to be incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Purchasers” shall have the meaning set forth in the preamble of this Agreement.

“Registrable Securities” shall mean the Subordinated Notes; provided, however, that any Subordinated Notes shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Subordinated Notes shall have been declared or become effective under the 1933 Act and such Subordinated Notes shall have been exchanged or disposed of pursuant to such Registration Statement, (ii) such Subordinated Notes shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, or are eligible to be resold pursuant to Rule 144 without regard to the public information requirements thereunder, (iii) such Subordinated Notes shall have ceased to be outstanding, or (iv) such Subordinated Notes have been exchanged for Exchange Securities which have been registered pursuant to the Exchange Offer Registration Statement upon consummation of the Exchange Offer unless, in the case of any Exchange Securities referred to in this clause (iv), such Exchange Securities are held by Participating Broker-Dealers or otherwise are not freely tradable by such Participating Broker-Dealers without any limitations or restrictions under the 1933 Act (in which case such Exchange Securities will be deemed to be Registrable Securities until such time as such Exchange Securities are sold to a purchaser in whose hands such Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act).

“Registration Default” shall have the meaning set forth in Section 2(e) hereof.

“Registration Expenses” shall mean any and all reasonable expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of one counsel for any Holders in connection with qualification of any of the Exchange Securities or Registrable Securities under state or other securities or blue sky laws and any filing with and review by FINRA), (iii) all expenses of any Persons in preparing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, securities sales agreements, certificates representing the Subordinated Notes or Exchange Securities and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of any of the Subordinated Notes or Exchange Securities on any securities exchange or exchanges or on any quotation system, (vi) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vii) the fees and disbursements of counsel for the Company and the fees and expenses of independent public accountants for the Company or for any other Person, business or assets whose financial statements are included in any Registration Statement or Prospectus, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, and (viii) the fees and expenses of the Trustee, any security registrar, any depositary, any paying agent, any escrow agent or any custodian, in each case including fees and disbursements of their respective counsel, but excluding any underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company relating to any offering of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, any Exchange Offer Registration Statement and any Shelf Registration Statement), and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities, as the case may be, on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

“Subsidiary” shall mean a corporation, partnership, business, statutory trust or limited liability company, a majority of the outstanding voting equity securities or a majority of the partnership interests or voting membership, as the case may be, of which is owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company.

“Subordinated Notes” shall have the meaning set forth in the preamble to this Agreement.

“TIA” shall mean the Trust Indenture Act of 1939, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“Trustee” shall mean the trustee with respect to the Subordinated Notes and the Exchange Securities under the Indenture.

For purposes of this Agreement, (i) all references in this Agreement to any Registration Statement, preliminary prospectus or Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system; (ii) all references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in any Registration Statement, preliminary prospectus or Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iii) all references in this Agreement to amendments or supplements to any Registration Statement, preliminary prospectus or Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A, Rule 405 or Rule 415 under the 1933 Act, and all references to any sections or subsections thereof or terms defined therein, shall in each case include any successor provisions thereto; and (v) all references in this Agreement to days (but not to Business Days) shall mean calendar days.

2. RegistrationUnder the 1933 Act.

(a) Exchange Offer Registration. The Company shall (A) use its commercially reasonable efforts to file with the SEC on or prior to the 90th day after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by or become effective with the SEC no later than the 150th day after the Closing Date, (C) use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to consummate the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer.

In connection with the Exchange Offer, the Company shall:

(i)	promptly mail or otherwise transmit, in compliance with the applicable procedures of the depositary for<br>such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together<br>with an appropriate letter of transmittal and related documents;
(ii)	keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law)<br>after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to<br>participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities;
---	---
(iii)	use the services of a depositary with an address in the Borough of Manhattan, City of New York for the<br>Exchange Offer;
---	---
(iv)	permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business,<br>Eastern time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution at the address specified<br>in the Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name<br>of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing<br>its election to have such Subordinated Notes exchanged, and otherwise complying with the applicable procedures of the Depositary;
---	---
(v)	notify each Holder that any Registrable Security not tendered will remain outstanding and continue to<br>accrue interest, but will not retain any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein);<br>and
---	---
(vi)	otherwise comply in all material respects with all applicable laws relating to the Exchange Offer.
---	---

The Exchange Securities shall be issued under the Indenture, which shall be qualified under the TIA. The Exchange Securities and the Subordinated Notes shall vote and consent together on all matters as a single class (as to which any such Exchange Securities and Subordinated Notes may vote or consent) and shall constitute a single series of debt securities issued under the Indenture.

As soon as reasonably practicable after the close of the Exchange Offer, the Company shall:

(vii)	accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the<br>Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal that is an exhibit<br>thereto;

(viii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted<br>for exchange by the Company; and
(ix)	cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable<br>Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so<br>accepted for exchange.
---	---

For the avoidance of doubt, notwithstanding any provision herein purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company may conduct the Exchange Offer exclusively through the automated tender offer program of the Depositary, provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) the Depositary.

Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Subordinated Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Subordinated Notes, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received by it will be acquired in the ordinary course of business, (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and (iv) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) immediately above, and shall be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available.

(b) Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not effective within 150 days following the Closing Date or (B) the Exchange Offer is not consummated within 45 days after effectiveness of the Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall become effective after such 150-day period or if the Exchange Offer shall be consummated after such 45-day period, then the Company’s obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be effective within such 150-day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii) if any Holder delivers a written representation to the Company that such Holder was not eligible to participate in the Exchange Offer or validly elects to participate in the Exchange Offer but does not receive Exchange Securities that are freely tradeable without any limitations or restrictions under the 1933 Act, then the Company shall, at its cost:

(A)	use its commercially reasonable efforts to file with the SEC on or prior to (I) the 180th day after<br>the Closing Date or (II) the 60th day after any such filing obligation arises, whichever is later, a Shelf Registration Statement<br>relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution<br>elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement;
(B)	use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective<br>with the SEC as promptly as practicable, but in no event later than (I) the 225th day after the Closing Date or (II) the 105th<br>day after an obligation to file with the SEC a Shelf Registration Statement arises, whichever is later. In the event that the Company<br>is required to file a Shelf Registration Statement pursuant to Section 2(b)(iii) hereof, the Company shall file and use<br>its commercially reasonable efforts to become effective with the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof<br>with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the<br>Exchange Offer Registration Statement) with respect to offers and sales of Registrable<br>Securities held by such Holder described in Section 2(b)(iii) above;
---	---
(C)	use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective,<br>supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one<br>year after the latest date on which any Subordinated Notes are originally issued by the Company (subject to extension pursuant to the<br>last paragraph of Section 3) or, if earlier, when all of the Registrable Securities covered by such Shelf Registration Statement<br>(I) have been sold pursuant to the Shelf Registration Statement in accordance with the intended method of distribution thereunder,<br>or (II) cease to be Registrable Securities; and
---	---

(D)

notwithstanding any other provisions hereof, use its commercially reasonable efforts to ensure that (I) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplements thereto comply in all material respects with the 1933 Act, (II) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 and (III) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an 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; provided, however, clauses (II) and (III) shall not apply to any statement in or omission from a Shelf Registration Statement or a Prospectus made in reliance upon and conformity with information relating to any Holder or Participating Broker-Dealer of Registrable Securities furnished to the Company in writing by such Holder or Participating Broker-Dealer, respectively, expressly for use in such Shelf Registration Statement or Prospectus.

The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) Expenses. The Company shall pay all Registration Expenses in connection with the registration pursuant to Sections 2(a) and 2(b) and, in the case of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one counsel (in addition to any local counsel) designated in writing by the Majority Holders to act as counsel for the Holders of the Registrable Securities in connection therewith; provided, however, that the Company shall not be responsible for reimbursement for the fees and disbursements of such counsel in an aggregate amount in excess of $10,000. Each Holder shall pay all fees and disbursements of its counsel other than as set forth in the preceding sentence or in the definition of Registration Expenses and all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to a Shelf Registration Statement.

(d) Effective Registration Statement.

(i)	The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange<br>Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite<br>periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration<br>Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated<br>by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable<br>Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company<br>in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but<br>not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in<br>good faith that effecting or maintaining the availability<br>of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession<br>of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as<br>the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this<br>paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities.
(ii)	An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration<br>Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been declared effective<br>by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, however,<br>that if, after such Registration Statement has become effective, the offering of Registrable Securities pursuant to a Registration Statement<br>is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such<br>Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable<br>Securities pursuant to such Registration Statement may legally resume.
---	---
(iii)	During any 365-day period, the Company may, by notice as described in Section 3(e) hereof,<br>suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection<br>with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f) hereof, the Exchange<br>Offer Registration Statement) and the use of the related Prospectus for up to two periods of up to 60 consecutive days each (except for<br>the consecutive 60-day period immediately prior to final maturity of the Subordinated Notes), but no more than an aggregate of 120 days<br>during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v) hereof,<br>or (B) if the Company determines in good faith that effecting or maintaining the availability of the registration would materially<br>and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the<br>disclosure of which would not be in the best interests of the Company, in each case subject to compliance by the Company with its obligations<br>under the last paragraph of Section 3.
---	---

(e) Increase in Interest Rate. In the event that:

(i)	the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th day following<br>the Closing Date, or
(ii)	the Exchange Offer Registration Statement is not effective with the SEC on or prior to the 150th day following<br>the Closing Date, or
---	---
(iii)	the Exchange Offer is not consummated on or prior to the 45th day following the effective date of the<br>Exchange Offer Registration Statement, or
---	---
(iv)	if required, a Shelf Registration Statement is not filed with the SEC on or prior to (A) the 180th<br>day following the Closing Date or (B) the 60th day after the obligation to file with the SEC a Shelf Registration Statement arises,<br>whichever is later, or
---	---
(v)	if required, a Shelf Registration Statement is not effective on or prior to (a) the 225th day following<br>the Closing Date or (b) the 105th day after an obligation to file with the SEC a Shelf Registration Statement arises, whichever is<br>later, or
---	---
(vi)	a Shelf Registration Statement is effective with the SEC but such Shelf Registration Statement<br> ceases to be effective or such Shelf Registration Statement or the Prospectus included therein ceases to be usable in connection<br> with resales of Registrable Securities for any reason and (A) the aggregate number of days in any consecutive 365-day period<br> for which the Shelf Registration Statement or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Shelf<br> Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any<br> consecutive 365-day period or (C) the Shelf<br>Registration Statement or such Prospectus shall not be effective or usable for a period of more than 90 consecutive days, or
---	---
(vii)	the Exchange Offer Registration Statement is effective with the SEC but, if the Exchange Offer Registration<br>Statement is being used in connection with the resale of Exchange Securities as contemplated by Section 3(f) hereof,<br>the Exchange Offer Registration Statement ceases to be effective or the Exchange Offer Registration Statement or the Prospectus included<br>therein ceases to be usable in connection with resales of Exchange Securities for any reason during the 180-day period referred to in<br>Section 3(f)(ii) hereof (as such period may be extended pursuant to the last paragraph of Section 3) and<br>(A) the aggregate number of days in any consecutive 365-day period for which the Exchange Offer Registration Statement or such Prospectus<br>shall not be effective or usable exceeds 120 days, (B) the Exchange Offer Registration Statement or such Prospectus shall not be<br>effective or usable for more than two periods (regardless of duration) in any consecutive 365-day period or (C) the Exchange Offer<br>Registration Statement or the Prospectus shall not be effective or usable for a period of more than 90 consecutive days,
---	---

(each of the events referred to in clauses (i) through (vii) above being hereinafter called a “Registration Default”), then the per annum interest rate borne by the Registrable Securities shall be increased (“Additional Interest”) by one-quarter of one percent (0.25%) per annum immediately following such 90-day period in the case of clause (i) above, immediately following such 150-day period in the case of clause (ii) above, immediately following such 45-day period in the case of clause (iii) above, immediately following any such 180-day period or 60-day period, whichever ends later, in the case of clause (iv) above, immediately following any such 225-day period or 105-day period, as applicable, in the case of clause (v) above, immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 90th consecutive day, whichever occurs first, that a Shelf Registration Statement shall not be effective or a Shelf Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vi) above, or immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 90th consecutive day, whichever occurs first, that the Exchange Offer Registration Statement shall not be effective or the Exchange Offer Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vii) above, which rate will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following each 90-day period that any Additional Interest continues to accrue under any circumstances; provided, however, that, if at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such date that there is no Registration Default; provided further, that the aggregate increase in such annual interest rate may in no event exceed one-half of one percent (0.50%) per annum. Upon the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, the effectiveness of the Exchange Offer Registration Statement after the 150-day period described in clause (ii) above, the consummation of the Exchange Offer after the 45-day period described in clause (iii) above, the filing of the Shelf Registration Statement after the 180-day period or 60-day period, as the case may be, described in clause (iv) above, the effectiveness of a Shelf Registration Statement after the 225-day period or 105-day period, as applicable, described in clause (v) above, or the Shelf Registration Statement once again being effective or the Shelf Registration Statement and the Prospectus included therein becoming usable in connection with resales of Registrable Securities, as the case may be, in the case of clause (vi) above, or the Exchange Offer Registration Statement once again becoming effective or the Exchange Offer Registration Statement and the Prospectus included therein becoming usable in connection with resales of Exchange Securities, as the case may be, in the case of clause (vii) thereof, the interest rate borne by the Subordinated Notes from the date of such filing, effectiveness, consummation or resumption of effectiveness or usability, as the case may be, shall be reduced to the original interest rate so long as no other Registration Default shall have occurred and shall be continuing at such time and the Company is otherwise in compliance with this paragraph; provided, however, that, if after any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions (as if it were the original Registration Default). Notwithstanding anything in this Agreement to the contrary, the Company will not be obligated to pay any Additional Interest in the case of a Shelf Registration Statement with respect to any Holder of Registrable Securities who fails to timely provide all information with respect to Holder that is reasonably requested by the Company to enable it to timely comply with its obligations under Section 2(b).

The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Anything herein to the contrary notwithstanding, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, its Subordinated Notes for Exchange Securities in the Exchange Offer will not be entitled to receive any Additional Interest.

(f) Specific Enforcement. Without limiting the remedies available to the Holders or any Participating Broker-Dealer, the Company acknowledges that any failure by the Company to comply with its obligations under Sections 2(a) and 2(b) hereof may result in material irreparable injury to the Holders or the Participating Broker-Dealers for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder and any Participating Broker-Dealer may seek such relief as may be required to specifically enforce the Company’s obligations under Sections 2(a) and 2(b).

3. RegistrationProcedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the Company shall:

(a) prepare and file with the SEC a Registration Statement or, if required, Registration Statements, within the time periods specified in Section 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration Statement, be available for the sale of the Registrable Securities by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein, and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof; cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and comply with the provisions of the 1933 Act and the 1934 Act with respect to the disposition of all Registrable Securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof;

(c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least ten Business Days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method elected by the Majority Holders; (ii) furnish to each Holder of Registrable Securities and counsel for the Holders, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or counsel may reasonably request, including financial statements and schedules and, if such Holder or counsel so requests, all exhibits (including those incorporated by reference) in order to facilitate the public sale or other disposition of the Registrable Securities; and (iii) subject to the penultimate paragraph of this Section 3, the Company hereby consents to the use of the Prospectus, including each preliminary Prospectus, or any amendment or supplement thereto by each of the Holders of Registrable Securities in accordance with applicable law in connection with the offering and sale of the Registrable Securities covered by and in the manner described in any Prospectus or any amendment or supplement thereto;

(d) use its commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request, to cooperate with the Holders of any Registrable Securities in connection with any filings required to be made with FINRA, to keep each such registration or qualification effective during the period such Registration Statement is required to be effective and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d) or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction if it is not then so subject;

(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by such Holder or counsel, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments or supplements to a Registration Statement or Prospectus or for additional information after a Registration Statement has become effective (other than comments to 1934 Act reports incorporated therein by reference), (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which is contemplated in Section 2(d)(i) hereof or which makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which constitutes an omission to state a material fact in such Shelf Registration Statement or Prospectus and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate. Without limitation to any other provisions of this Agreement, the Company agrees that this Section 3(e) shall also be applicable, mutatis mutandis, with respect to the Exchange Offer Registration Statement and the Prospectus included therein to the extent that such Prospectus is being used by Participating Broker-Dealers as contemplated by Section 3(f) hereof;

(f)	(i)	in the case of an Exchange Offer, (A) include in the Exchange Offer Registration Statement (1) a “Plan of Distribution”<br>section covering the use of the Prospectus included in the Exchange Offer Registration Statement by broker-dealers who have exchanged<br>their Registrable Securities for Exchange Securities for the resale of such Exchange Securities and (2) a statement to the effect<br>that any such broker-dealers who wish to use the related Prospectus in connection with the resale of Exchange Securities acquired as<br>a result of market-making or other trading activities will be required to notify the Company to that effect, together with instructions<br>for giving such notice (which instructions shall include a provision for giving such notice by checking a box or making another appropriate<br>notation on the related letter of transmittal) (each such broker-dealer who gives notice to the Company as aforesaid being hereinafter<br>called a “Notifying Broker-Dealer”), (B) furnish to each Notifying Broker-Dealer who desires to participate in<br>the Exchange Offer, without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including<br>any preliminary prospectus, and any amendment or supplement thereto, as such broker-dealer may reasonably request, (C) include in<br>the Exchange Offer Registration Statement a statement that any broker-dealer who holds Registrable Securities acquired for its own account<br>as a result of market-making activities or other trading activities (a “Participating Broker-Dealer”), and who receives<br>Exchange Securities for Registrable Securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus<br>meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, (D) subject to the penultimate<br>paragraph of this Section 3, the Company hereby consents to the use of the Prospectus forming part of the Exchange Offer<br>Registration Statement or any amendment or supplement thereto by any Notifying Broker-Dealer in accordance with applicable law in connection<br>with the sale or transfer of Exchange Securities, and (E) include in the transmittal letter or similar documentation to be executed<br>by an exchange offeree in order to participate in the Exchange Offer the following provision:

“If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities, it represents that the Registrable Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the 1933 Act;”

(ii)	to the extent any Notifying Broker-Dealer participates in the Exchange Offer, (A) the Company shall<br>use its commercially reasonable efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period of 180<br>days (subject to extension pursuant to the last paragraph of this Section 3) following the last date on which exchanges are<br>accepted pursuant to the Exchange Offer, and (B) the Company will comply, insofar as relates to the Exchange Offer Registration Statement,<br>the Prospectus included therein and the offering and sale of Exchange Securities pursuant thereto, with its obligations under Section 2(b)(D),<br>the last paragraph of Section 2(b), Sections 3(c), 3(d), 3(e), 3(g), 3(i), 3(j),<br>3(k), 3(o), 3(p), 3(q) and 3(r), and the last three paragraphs of this Section 3 as<br>if all references therein to a Shelf Registration Statement, the Prospectus included therein and the Holders of Registrable Securities<br>referred, mutatis mutandis, to the Exchange Offer Registration Statement, the Prospectus included therein and the applicable Notifying<br>Broker-Dealers and, for purposes of this Section 3(f), all references in any such paragraphs or sections to the “Majority<br>Holders” shall be deemed to mean, solely insofar as relates to this Section 3(f), the Notifying Broker-Dealers who<br>are the Holders of the majority in aggregate principal amount of the Exchange Securities which are Registrable Securities; and
(iii)	the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer<br>Registration Statement as would otherwise be contemplated by Section 3(b) or 3(k) hereof, or take any other<br>action as a result of this Section 3(f), for a period exceeding 180 days (subject to extension pursuant to the last paragraph<br>of this Section 3) after the last date on which exchanges are accepted pursuant to the Exchange Offer and Notifying Broker-Dealers<br>shall not be authorized by the Company to, and shall not, deliver such Prospectus after such period in connection with resales contemplated<br>by this Section 3;
---	---

(ii)

to the extent any Notifying Broker-Dealer participates in the Exchange Offer, (A) the Company shall use its commercially reasonable efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period of 180 days (subject to extension pursuant to the last paragraph of this Section 3) following the last date on which exchanges are accepted pursuant to the Exchange Offer, and (B) the Company will comply, insofar as relates to the Exchange Offer Registration Statement, the Prospectus included therein and the offering and sale of Exchange Securities pursuant thereto, with its obligations under Section 2(b)(D), the last paragraph of Section 2(b), Sections 3(c), 3(d), 3(e), 3(g), 3(i), 3(j), 3(k), 3(o), 3(p), 3(q) and 3(r), and the last three paragraphs of this Section 3 as if all references therein to a Shelf Registration Statement, the Prospectus included therein and the Holders of Registrable Securities referred, mutatis mutandis, to the Exchange Offer Registration Statement, the Prospectus included therein and the applicable Notifying Broker-Dealers and, for purposes of this Section 3(f), all references in any such paragraphs or sections to the “Majority Holders” shall be deemed to mean, solely insofar as relates to this Section 3(f), the Notifying Broker-Dealers who are the Holders of the majority in aggregate principal amount of the Exchange Securities which are Registrable Securities; and

(iii)

the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement as would otherwise be contemplated by Section 3(b) or 3(k) hereof, or take any other action as a result of this Section 3(f), for a period exceeding 180 days (subject to extension pursuant to the last paragraph of this Section 3) after the last date on which exchanges are accepted pursuant to the Exchange Offer and Notifying Broker-Dealers shall not be authorized by the Company to, and shall not, deliver such Prospectus after such period in connection with resales contemplated by this Section 3;

---

(g) in the case of a Shelf Registration, furnish counsel for the Holders of Registrable Securities copies of any request by the SEC or any state securities authority for amendments or supplements to a Registration Statement or Prospectus or for additional information (other than comments to 1934 Act reports incorporated therein by reference);

(h) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable and provide immediate notice to each Holder of the withdrawal of any such order;

(i) in the case of a Shelf Registration, upon request furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendments thereto (without documents incorporated or deemed to be incorporated therein by reference or exhibits thereto, unless requested);

(j) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and cause such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and in a form eligible for deposit with the Depositary and registered in such names as the selling Holders may reasonably request in writing at least two Business Days prior to the closing of any sale of Registrable Securities;

(k) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts as contemplated by Section 3(e)(v) hereof, use its commercially reasonable efforts to prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify each Holder to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus, as amended or supplemented, as such Holder may reasonably request;

(l) obtain CUSIP and ISIN numbers for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with printed or word-processed certificates for the Exchange Securities or Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary;

(m) (i) cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes, if any, to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use its commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes, if any, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(n) in the case of a Shelf Registration, upon request make available for inspection by representatives of the Holders of the Registrable Securities participating in any disposition pursuant to a Shelf Registration Statement and any one counsel or accountant retained by such Holders (with such inspection to occur at such time as mutually agreed between the Company and such Persons), all financial statements and other records, documents and properties of the Company reasonably requested by any such Persons, and cause the respective officers, directors, employees, and any other agents of the Company to supply all information reasonably requested by any such Persons in connection with a Shelf Registration Statement; provided that any such Persons shall be required to execute a customary confidentiality agreement;

(o) in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders of Registrable Securities and to counsel for any such Holders, and make such changes in any such document prior to the filing thereof as the Holders of Registrable Securities, or any of their counsel may reasonably request; and cause the representatives of the Company to be available for discussion of such documents as shall be reasonably requested by the Holders of Registrable Securities and shall not at any time make any filing of any such document of which such Holders or their counsel shall not have previously been advised and furnished a copy or to which such Holders or their counsel shall reasonably object within a reasonable time period;

(p) in the case of a Shelf Registration, use its commercially reasonable efforts to cause the Registrable Securities to be rated by the same rating agency that initially rated the Subordinated Notes, if so requested by the Majority Holders of Registrable Securities, unless the Registrable Securities are already so rated;

(q) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and, with respect to each Registration Statement and each post-effective amendment, if any, thereto and each filing by the Company of an Annual Report on Form 10-K, make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least twelve months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; and

(r) cooperate and assist in any filings required to be made with FINRA.

In the case of a Shelf Registration Statement, the Company may (as a condition to such Holder’s participation in the Shelf Registration) require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing and require such Holder to agree in writing to be bound by all provisions of this Agreement applicable to such Holder.

In the case of a Shelf Registration Statement, each Holder agrees and, in the event that any Participating Broker-Dealer is using the Prospectus included in the Exchange Offer Registration Statement in connection with the sale of Exchange Securities pursuant to Section 3(f), each such Participating Broker-Dealer agrees that, upon receipt of any notice from the Company of the happening of any event or the discovery of any facts of the kind described in Sections 3(e)(ii), 3(e)(iii) or 3(e)(iv) through 3(e)(vi) hereof, such Holder or Participating Broker-Dealer, as the case may be, will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until receipt by such Holder or Participating Broker-Dealer, as the case may be, of (i) the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii) written notice from the Company that the Shelf Registration Statement or the Exchange Offer Registration Statement, respectively, are once again effective or that no supplement or amendment is required. If so directed by the Company, such Holder or Participating Broker-Dealer, as the case may be, will deliver to the Company (at the Company’s expense) all copies in its possession, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities.

If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to the immediately preceding paragraph, the Company shall be deemed to have used its commercially reasonable efforts to keep the Shelf Registration Statement or, in the case of Section 3(f), the Exchange Offer Registration Statement, as the case may be, effective during such period of suspension; provided that (i) such period of suspension shall not exceed the time periods provided in Section 2(d)(iii) hereof and (ii) the Company shall use its commercially reasonable efforts to file and have become effective (if an amendment) as soon as practicable thereafter an amendment or supplement to the Shelf Registration Statement or the Exchange Offer Registration Statement or both, as the case may be, or the Prospectus included therein and shall extend the period during which the Shelf Registration Statement or the Exchange Offer Registration Statement or both, as the case may be, shall be maintained effective pursuant to this Agreement (and, if applicable, the period during which Participating Broker-Dealers may use the Prospectus included in the Exchange Offer Registration Statement pursuant to Section 3(f) hereof) by the number of days during the period from and including the date of the giving of such notice to and including the earlier of the date when the Holders or Participating Broker-Dealers, respectively, shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions and the effective date of written notice from the Company to the Holders or Participating Broker-Dealers, respectively, that the Shelf Registration Statement or the Exchange Offer Registration Statement, respectively, are once again effective or that no supplement or amendment is required.

4. Indemnificationand Contribution.

(a) The Company agrees to indemnify and hold harmless each Holder, each Participating Broker-Dealer and each Person, if any, who controls any Holder or Participating Broker-Dealer within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, as follows:

(i)	against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of<br>any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto)<br>pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated<br>therein by reference, or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make<br>the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained<br>in any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any omission or alleged omission therefrom of<br>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<br>of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced<br>or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission<br>described in subparagraph (i) above; provided that any such settlement is effected with the written consent of the Company;<br>and
---	---
(iii)	against any and all expense whatsoever, as incurred (including, subject to Section 4(c) below,<br>the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against<br>any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever<br>based upon any such untrue statement or omission, or any such alleged untrue statement or omission described in subparagraph (i) above,<br>to the extent that any such expense is not paid under subparagraph (i) or (ii) above;
---	---

provided, however, 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 reliance upon and in conformity with written information furnished to the Company by any Holder or Participating Broker-Dealer with respect to such Holder, Participating Broker-Dealer, as the case may be, expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

(b) Each Holder, severally but not jointly, agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who signed the Registration Statement, each Participating Broker-Dealer and each other selling Holder and each Person, if any, who controls the Company, any Participating Broker-Dealer or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement.

(c) 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 so to 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. Counsel to the respective indemnified parties shall be selected as follows: (i) counsel to the Company, its directors, each of its officers who signed the Registration Statement and all Persons, if any, who control the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Company; (ii) counsel to the Holders (other than Participating Broker-Dealers) and all Persons, if any, who control any Holders (other than any Participating Broker-Dealers) within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Holders who held or hold, as the case may be, a majority in aggregate principal amount of the Registrable Securities held by all such Holders; and (iii) counsel to the Participating Broker-Dealers and all Persons, if any, who control any such Participating Broker-Dealer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Participating Broker-Dealers who held or hold, as the case may be, a majority in aggregate principal amount of the Exchange Securities referred to in Section 3(f) hereof held by all such Participating Broker-Dealers. In no event shall the indemnifying party or parties be liable for (A) the fees and expenses of more than one counsel (in addition to any local counsel) separate from the indemnifying parties’ own counsel for the Company and all other Persons referred to in clause (i) of this paragraph, (B) the fees and expenses of more than one counsel (in addition to any local counsel) separate from the indemnifying parties’ own counsel for all Holders (other than Participating Broker-Dealers) and all other Persons referred to in clause (ii) of this paragraph, and (C) the fees and expenses of more than one counsel (in addition to any local counsel) separate from the indemnifying parties’ own counsel for all Participating Broker-Dealers and all other Persons referred to in clause (iii) of this paragraph, in each case 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. The indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless (A) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the indemnifying party) or (B) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. 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 4 (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) If the indemnification provided for in this Section 4 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, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party or parties on the one hand and the indemnified party or parties on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or parties or such indemnified party or parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company and the Holders agree that it would not be just or equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 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 4, other than in the case of intentional misrepresentation or omission of a material fact, no Holder or Participating Broker-Dealer shall be required to contribute any amount in excess of the amount by which the total price at which Registrable Securities sold by it were offered exceeds the amount of any damages that such Holder or Participating Broker-Dealer has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 4, each Person, if any, who controls a Holder or Participating Broker-Dealer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Holder or Participating Broker-Dealer, as the case may be, 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 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.

The respective obligations of the Holders and Participating Broker-Dealers to contribute pursuant to this Section 4 are several in proportion to the principal amount of Subordinated Notes purchased by them and not joint.

The indemnity and contribution provisions contained in this Section 4 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or Participating Broker-Dealer or any Person controlling any Holder or Participating Broker-Dealer, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities or Exchange Securities pursuant to a Shelf Registration Statement.

5. Miscellaneous.

(a) Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

(b) No Inconsistent Agreements. The Company has not entered into nor will the Company on or after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof; provided that the Company will not be precluded from entering into any agreement after the date hereof which may or does result, directly or indirectly, in the payment of Additional Interest. The rights granted to the Holders hereunder do not and will not in any way conflict in any material respects with and are not and will not be inconsistent in any material respects with the rights granted to the holders of any of the Company’s other issued and outstanding securities under any other agreements entered into by the Company or any of its Subsidiaries.

(c) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, electronic mail, or any courier guaranteeing overnight delivery (i) if to a Holder or Participating Broker-Dealer at the most current address set forth on the records of the security registrar under the Indenture, and (ii) if to the Company, initially at the address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 5(d).

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent via electronic mail; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

(f) Third Party Beneficiary. Each Holder and Participating Broker-Dealer shall be a third party beneficiary of the agreements made hereunder and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. Each Holder, by its acquisition of Subordinated Notes, shall be deemed to have agreed to the provisions of Section 5(b) hereof.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission, or by electronic mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Restriction on Resales. If the Company or any of its Subsidiaries or affiliates (as defined in Rule 144 under the 1933 Act) shall redeem, purchase or otherwise acquire any Registrable Security or any Exchange Security which is a “restricted security” within the meaning of Rule 144 under the 1933 Act, the Company will deliver or cause to be delivered such Registrable Security or Exchange Security, as the case may be, to the Trustee for cancellation and neither the Company nor any of its Subsidiaries or affiliates will hold or resell such Registrable Security or Exchange Security or issue any new security or Exchange Security to replace the same.

(j)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(k) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect hereto. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

[SIGNATURE PAGES FOLLOW]

INWITNESS WHEREOF, the Company has caused this Registration Rights Agreement to be executed by its duly authorized representative as of the date first above written.

COMPANY:
QCR Holdings, Inc.
By:
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer and Chief Financial Officer

[Company Signature Page to RegistrationRights Agreement]

INWITNESS WHEREOF, each Purchaser has caused this Registration Rights Agreement to be executed by its duly authorized representative as of the date first above written.

PURCHASER:
By:
---
Name:
Title:

[PurchaserSignature Page to Registration Rights Agreement]

Exhibit 10.3

SUBORDINATED NOTE PURCHASE AGREEMENT

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of August 18, 2022 (this “Agreement”), is made by and among QCR Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Purchaser”).

W I T N E S S E T H:

WHEREAS, the Company is offering up to $55,000,000 aggregate principal amount of the Company’s Fixed-to-Floating Rate Subordinated Notes due 2037, to be issued pursuant to this Agreement, in the form attached hereto as Exhibit A, which aggregate amount is intended to qualify as Tier 2 Capital;

**WHEREAS,**Purchaser is an institutional “accredited investor,” as defined in Rule 501 of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”), or a QIB (as defined herein);

**WHEREAS,**the offer and sale of the Subordinated Notes (as defined herein) by the Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; and

**WHEREAS,**Purchaser is willing to purchase from the Company one or more Subordinated Notes in the aggregate principal amount of $[●] (the “Subordinated Note Amount”), in accordance with the terms, subject to the conditions and in reliance on, the representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes.

NOW,THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

**1.**DEFINITIONS;INTERPRETATION.

1.1****Definitions. The following capitalized terms used in this Agreement have the meanings set forth below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as in effect on the Closing Date.

“Bank” or “Banks” means each of: (i) Quad City Bank and Trust Company, a bank organized under the laws of the State of Iowa; (ii) Cedar Rapids Bank and Trust Company, a bank organized under the laws of the State of Iowa; (iii) Community State Bank, a bank organized under the laws of the State of Iowa; and (iv) Guaranty Bank (f/k/a Springfield First Community Bank), a bank organized under the laws of the State of Missouri.

“Bylaws” means the Bylaws of the Company, as in effect on the Closing Date.

“Closing Date” means the date hereof.

“Company Reports” means (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, including the audited financial statements contained therein and the information from the Company’s definitive proxy statement for its 2022 annual meeting of shareholders incorporated by reference into the Form 10-K; (ii) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the SEC, including the unaudited financial statements contained therein; and (iii) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC, including the unaudited financial statements contained therein.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“FRB” means the Board of Governors of the Federal Reserve System.

“GAAP” means United States generally accepted accounting principles .

“Governmental Agency” means (i) any federal, state, county or local governmental department, commission, board, regulatory authority or agency with jurisdiction over the Company or any of its Subsidiaries, and (ii) any Regulatory Agency.

“Indebtedness” means and includes: (i) all items arising from the borrowing of money that, according to GAAP, would be included in determining total liabilities as shown on the consolidated balance sheet of the Company or any of its Subsidiaries; and (ii) all obligations secured by any lien in property owned by the Company or any of its Subsidiaries, whether or not such obligations shall have been assumed; provided, however, Indebtedness shall not include deposits or other indebtedness created, incurred or maintained in the ordinary course of the Company’s or the Banks’ business (including federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by the Company or the Banks and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.

“Lease” means any lease, license or other document providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.

“Material Adverse Effect” means any change or effect that would reasonably be expected to be material and adverse to (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement and the Subordinated Notes or (c) the validity or enforceability of this Agreement or the Subordinated Notes.

“Maturity Date” means September 1, 2037.

“Person” means any individual, corporation (whether or not for profit), partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.

“Property” means any real property owned or leased by the Company or any of its Subsidiaries.

“QIB” means a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act.

“Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company, the Banks or any of their Subsidiaries.

“SEC” means the Securities and Exchange Commission.

“Subordinated Note” or “Subordinated Notes” means the Fixed-to-Floating Rate Subordinated Notes due 2037, in the form attached hereto as Exhibit A, as amended, restated, supplemented or modified from time to time, and any Subordinated Note delivered in substitution or exchange for a Subordinated Note.

“Subsidiary” means, with respect to any Person, any corporation or entity in which a majority of the outstanding Equity Interest is directly or indirectly owned by such Person.

“Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217 and 12 C.F.R. Part 250, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

“Transaction Documents” means this Agreement and the Subordinated Notes.

1.2****Interpretations. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof,” “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to any law or regulation shall mean such law or regulation as amended or modified from time to time, and any replacement thereof. All references to time of day herein are references to Central Time unless otherwise specifically provided. All references to this Agreement and the Subordinated Notes shall be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (ii) if such defined term refers to a document, instrument or agreement, then it shall also include any amendment, replacement, extension or other modification thereof.

1.3****ExhibitsIncorporated. All Exhibits attached hereto are hereby incorporated into this Agreement.

**2.**PURCHASEAND SALE OF SUBORDINATED NOTES.

2.1****Purchaseand Sale of Subordinated Notes. The closing of the purchase and sale of the Subordinated Notes (the “Closing”) shall occur at 10:00 a.m. (Eastern Time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree in writing. On the terms and subject to the conditions set forth herein, at the Closing, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, one or more Subordinated Notes in the form attached hereto as Exhibit A, with an aggregate principal amount equal to the Subordinated Note Amount. Purchaser hereby waives any right of offset Purchaser may have against the Company or any of its Subsidiaries with respect to the transactions contemplated by the Transaction Documents.

2.2****CompanyDeliverables. On the Closing Date, the Company shall deliver to Purchaser (a) certificate, duly executed by the Secretary or Assistant Secretary of the Company, setting forth (i) the Certificate of Incorporation; (ii) the Bylaws, (iii) resolutions adopted by the board of directors of the Company or any committee thereof authorizing the execution, delivery and performance of the Transaction Documents; and (iv) the incumbency of each officer of the Company authorized to execute any of the Transaction Documents; (b) a certificate of existence of the Company issued by the Secretary of State of the State of Delaware; (c) an officer’s compliance certificate, dated the Closing Date, (d) a CUSIP Number issued by the CUSIP Service Bureau (in cooperation with the SVO (as defined below)), and (e) the opinion of Barrack Ferrazzano Kirschbaum & Nagelberg LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as Exhibit B attached hereto addressed to Purchaser. Promptly after the receipt from Purchaser of the Subordinated Note Amount, in an aggregate amount of $[●] in accordance with Section 2.3, the Company shall deliver to Purchaser a definitive certificate representing the Subordinated Notes purchased by Purchaser with a principal amount equal to the Subordinated Note Amount.

2.3****PurchaserDeliverables. On the Closing Date, Purchaser shall deliver to the Company, promptly after receipt of the items described in the first sentence of Section 2.2, the Subordinated Note Amount, by wire transfer of immediately available funds in accordance with the instructions provided by the Company in writing prior to the date hereof.

**3.**REPRESENTATIONSAND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to Purchaser that, except as disclosed in the Company Reports:

3.1****Organizationand Authority.

3.1.1The Company is a duly organized corporation, is validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.

3.1.2Each Subsidiary of the Company has been duly organized and is validly existing as a corporation or limited liability company, or, in the case of each Bank, has been duly chartered and is validly existing as an Iowa state-chartered bank or Missouri state-charted bank, as applicable, in each case in good standing under the laws of the jurisdiction of its incorporation, has corporate or other applicable power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation 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 so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding Equity Interests in each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through Subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, with the exception that all of the issued and outstanding stock of the Banks is pledged as collateral under a certain loan agreement between the Company and a correspondent bank lender; none of the outstanding Equity Interests in any Subsidiary of the Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of the Company or any other entity.

3.1.3The deposit accounts of the Banks are insured by the FDIC up to applicable limits. No Bank has received any notice or other information indicating that such Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of such Bank as an FDIC-insured institution.

3.2****CapitalStock. The Certificate of Incorporation of the Company authorize the Company to issue 20,000,000 shares of common stock and 250,000 shares of preferred stock. As of the close of business on August 17, 2022, there were 16,884,721 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans.

3.3****Authorization;Binding Agreements. The issuance of the Subordinated Notes pursuant to this Agreement, the borrowing of the aggregate of the Subordinated Note Amount, the execution of the Transaction Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate and other powers of the Company. This Agreement and the Subordinated Notes have been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (collectively, the “Enforceability Exceptions”). The Subordinated Notes have been duly authorized by the Company and when executed by the Company, completed, issued, delivered to and paid for by Purchaser in accordance with the terms of this Agreement, will have been duly issued and will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the terms of this Agreement and the Subordinated Notes, and enforceable in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions.

3.4****Exemptionfrom Registration. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Subordinated Notes. Assuming the accuracy of the representations and warranties of Purchaser set forth in this Agreement, the Subordinated Notes will be issued in a transaction exempt from the registration requirements of the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company's knowledge, any Person described in Rule 506(d)(1) (each, a “Company CoveredPerson”). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).

3.5****NoDefaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor compliance by the Company with their respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the Certificate of Incorporation or Bylaws; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which the Company or any Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to the Company or any Bank; or (4) any statute, rule or regulation applicable to the Company, except, in the case of items (2), (3) or (4), for such violations, conflicts breaches and default that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of the Company. Neither the Company nor any Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which the Company or any Bank, as applicable, is a party or by which the Company or any Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company.

3.6****GovernmentalConsents. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations. No Bank is a party to, or otherwise subject to, any legal restriction or any agreement (other than customary limitations imposed by corporate law statutes, banking law statutes, rules and policies, or other regulatory statutes) restricting the ability such Bank to pay dividends or make any other distributions to the Company.

3.7****Possessionof Licenses. The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by them except where the failure to possess such Licenses would not, singularly or in the aggregate, have a Material Adverse Effect on the Company or such applicable Subsidiary; the Company and each Subsidiary of the Company is in compliance with the terms and conditions of all such Licenses, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company or such applicable Subsidiary of the Company; all of the Licenses are valid and in full force and effect, except where the invalidity of such Licenses or the failure of such Licenses to be in full force and effect would not have a Material Adverse Effect on the Company or such applicable Subsidiary of the Company; and neither the Company nor any Subsidiary of the Company has received any notice of proceedings relating to the revocation or modification of any such Licenses.

3.8****FinancialCondition; Accounting Controls.

3.8.1****CompanyFinancial Statements. The financial statements of the Company included in the Company Reports (including the related notes, where applicable), which have been made available to Purchaser (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case: (x) as indicated in such statements or in the notes thereto; or (y) for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company Report; and (z) to the extent that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

3.8.2****Absenceof Default. Since the end of the Company’s last fiscal year ended December 31, 2021, no event has occurred which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of the Company the right to accelerate the maturity of any material Indebtedness of the Company. The Company is not in default under any other Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, non-compliance with which could reasonably be expected to result in a Material Adverse Effect on the Company.

3.8.3****Solvency. After giving effect to the consummation of the transactions contemplated by this Agreement, the Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no Indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any Subsidiary of the Company.

3.8.4****Ownershipof Property. The Company and each of its Subsidiaries has good and marketable title as to all real property owned by it and good title to all assets and properties owned by the Company and such Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in the Company Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by any Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. The Company and each of its Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties that are material to the Company or such Subsidiary, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes except as otherwise disclosed in the Company Reports and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in the Company Reports.

3.8.5****AccountingControls.

3.8.5.1The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective, and the Company is not aware of any material weaknesses in its internal control. Since the date of the Company’s latest audited financial statements filed with the SEC, 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.

3.8.6The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and (ii) are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised that there is (A) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls, or (B) any material weaknesses in internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to material weaknesses. The principal executive officer (or the equivalents) and principal financial officer (or the equivalent) of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002, and the statements made in each such certification are accurate. The Company, its Subsidiaries and, to the Company’s knowledge, its directors and officers, are each in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002.

3.9****NoMaterial Adverse Effect. Since the end of the Company’s last fiscal year ended December 31, 2021, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

3.10****LegalMatters.

3.10.1****Compliancewith Law. The Company and each of its Subsidiaries (i) has complied with and (ii) to the Company’s knowledge, is not under investigation with respect to, and, to the Company’s knowledge, has not been threatened to be charged with or given any notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, except where any such failure to comply or violation would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. The Company and each of its Subsidiaries is in compliance with, and at all times prior to the date hereof has been in compliance with, (x) all statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency, applicable to it, and (y) its own privacy policies and written commitments to customers, consumers and employees, concerning data protection, the privacy and security of personal data, and the nonpublic personal information of its customers, consumers and employees, in each case except where any such failure to comply, would not result, individually or in the aggregate, in a Material Adverse Effect. At no time during the two years prior to the date hereof has the Company or any of its Subsidiaries received any written notice asserting any violations of any of the foregoing that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.10.2****RegulatoryEnforcement Actions. The Company, each Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which could reasonably be expected to have a Material Adverse Effect. Subject to the following sentence, none of the Company, the Banks, the Company’s or the Banks’ Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, (i) any such restrictions threatened, (ii) any agreements, memoranda or commitments being sought by any Governmental Agency, or (iii) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved. Notwithstanding the foregoing, or anything to the contrary in this Agreement, the Company makes no representation or warranty with respect to any information that constitutes confidential supervisory information within the meaning of applicable federal regulations.

3.10.3****PendingLitigation. There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or affect issuance or payment of the Subordinated Notes; and neither the Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

3.10.4****Environmental. No Property is or, to the Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials, and neither the Company nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law, except for such actions or claims that would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

3.10.5****InvestmentCompany Act. Neither the Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

3.11****Useof Proceeds. The Company intends to use the net proceeds it receives from the sale of the Subordinated Notes for general corporate purposes, including to support regulatory capital ratios and potential future strategic opportunities.

3.12****BrokerageCommissions. Neither the Company nor any Affiliate of the Company is obligated to pay any brokerage commission or finder’s fee to any Person in connection with the transactions contemplated by this Agreement.

3.13****TaxMatters. The Company, the Banks and each Subsidiary of the Company have (i) filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed, subject to any extensions, and all such tax returns are true, correct and complete in all material respects, and (ii) paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings.

3.14****Representationsand Warranties Generally. The representations and warranties of the Company set forth in this Agreement in any certificate or other document delivered to Purchaser by or on behalf of the Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and as otherwise specifically provided herein or therein. None of the representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Purchaser by or on behalf of the Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances when made. Any certificate signed by an officer of the Company and delivered to Purchaser or to counsel for Purchaser shall be deemed to be a representation and warranty by the Company to Purchaser as to matters set forth therein.

**4.**REPRESENTATIONSAND WARRANTIES OF PURCHASERS.

Purchaser hereby represents and warrants to the Company as follows:

4.1****LegalPower and Authority. Purchaser has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Purchaser is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

4.2****Authorizationand Execution. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery by the other parties thereto, this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

4.3****NoConflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under (i) Purchaser’s organizational documents, (ii) any agreement to which Purchaser is party, (iii) any law applicable to Purchaser or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting Purchaser.

4.4****Purchasefor Investment. Purchaser is purchasing the Subordinated Notes for its own account and not with a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, Indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.

4.5****InvestorStatus. Purchaser is and will be on the Closing Date either (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

4.6****Financialand Business Sophistication. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. Purchaser has relied solely upon its own knowledge of, and/or the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.

4.7****Abilityto Bear Economic Risk of Investment. Purchaser recognizes that an investment in the Subordinated Notes involves substantial risk. Purchaser has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of Purchaser’s investment in the Company.

4.8****Information. Purchaser acknowledges that: (i) Purchaser is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is Purchaser being provided with any offering circular or prospectus prepared in connection with the offer and sale of the Subordinated Notes; (ii) Purchaser has conducted its own examination of the Company and the terms of the Subordinated Notes to the extent Purchaser deems necessary to make its decision to invest in the Subordinated Notes; and (iii) Purchaser has availed itself of publicly available financial and other information concerning the Company to the extent Purchaser deems necessary to make its decision to purchase the Subordinated Notes. Purchaser has reviewed the information set forth in the Company Reports, the exhibits and schedules hereto and the information contained in the data room established by the Company in connection with the transactions contemplated by this Agreement.

4.9****Accessto Information. Purchaser acknowledges that Purchaser and its advisors have been furnished with all materials relating to the business, finances and operations of the Company that have been requested by Purchaser or its advisors and have been given the opportunity to ask questions of, and to receive answers from, persons acting on behalf of the Company concerning terms and conditions of the transactions contemplated by this Agreement in order to make an informed and voluntary decision to enter into this Agreement.

4.10****InvestmentDecision. Purchaser has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed necessary and not upon any view expressed by any other Person or entity. Neither such inquiries nor any other due diligence investigations conducted by it or its advisors or representatives, if any, shall modify, amend or affect its right to rely on the Company’s representations and warranties contained herein. Purchaser is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of the Company, except for the express statements, representations and warranties of the Company made or contained in this Agreement. Furthermore, Purchaser acknowledges that nothing in this Agreement or any other materials presented by or on behalf of the Company to Purchaser in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice.

4.11****PrivatePlacement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. Purchaser is not subscribing for Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Notes, which is attached hereto as Exhibit A. Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. The Company has not made nor is it making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Notes purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.

4.12**[RESERVED]**.

4.13****Accuracyof Representations. Purchaser understands that the Company is relying and will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement.

4.14****Representationsand Warranties Generally. The representations and warranties of the Company set forth in this Agreement that do not contain a “Material Adverse Effect” qualification or other express materiality or similar qualification shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except for any such representation or warranty that is made only as of a specific date, in which case as of such specific date). The representations and warranties of the Company set forth in this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality or similar qualification shall be true and correct as of the date hereof and as of the Closing Date (except for any such representation or warranty that is made only as of a specific date, in which case as of such specific date).

**5.**GENERALCOVENANTS AND AGREEMENTS.

5.1****Compliancewith Transaction Documents. The Company shall comply with, observe and timely perform each and every one of its covenants, agreements and obligations under the Transaction Documents.

5.2****Compliancewith Laws.

5.2.1****Generally. The Company shall comply and cause the Banks and each of its other Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership of its properties, except, in each case, where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company.

5.2.2****RegulatedActivities. The Company shall not itself, nor shall it cause, permit or allow the Banks or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

5.2.3****Taxes. The Company shall and shall cause the Banks and any other of its Subsidiaries to promptly pay and discharge all taxes, assessments and other governmental charges imposed upon the Company, the Banks or any other of its Subsidiaries or upon the income, profits, or property of the Company or any Subsidiary and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of the Company, the Banks or any other of its Subsidiaries. Notwithstanding the foregoing, none of the Company, the Banks or any other of its Subsidiaries shall be required to pay any such tax, assessment, charge or claim, so long as the validity thereof shall be contested in good faith by appropriate proceedings, and appropriate reserves therefor shall be maintained on the books of the Company, the Banks and such other Subsidiary.

5.2.4****CorporateExistence. The Company shall do or cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and that of the Banks and the other Subsidiaries and its rights and franchises and those of the Banks and the other Subsidiaries and each of the Banks shall remain a member bank of the Federal Reserve System.

5.2.5**[RESERVED]**.

5.3****Absenceof Control. It is the intent of the parties to this Agreement that in no event shall Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.

5.4****Insurance. At its sole cost and expense, the Company shall maintain, and shall cause each Subsidiary to maintain, bonds and insurance to such extent, covering such risks as is required by law or as is usual and customary for owners of similar businesses and properties in the same general area in which the Company or any of its Subsidiaries operates. All such bonds and policies of insurance shall be in a form, in an amount and with insurers recognized as adequate by prudent business persons.

5.5****Rule 144AInformation. While any Subordinated Notes remain “restricted securities” within the meaning of the Securities Act, the Company will make available, upon request, to any seller of such Subordinated Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.

5.6****NRSRORating. The Company shall at all times maintain a Debt Rating for the Subordinated Notes from an NRSRO while any subordinated notes remain outstanding. Evidence of such Debt Rating (or any change thereto) shall (a) be delivered by the Company to the holders of the Subordinated Notes (i) simultaneously with the Closing Date (in the case of the initial Debt Rating) and thereafter at least annually, and (ii) promptly upon any change in the Debt Rating, (b) set forth the Debt Rating for such Notes, (c) refer to the CUSIP Number issued by the CUSIP Bureau Service in respect of such Subordinated Notes, (d) address the likelihood of payment of both the principal and interest of such Subordinated Notes (which requirement shall be deemed satisfied if the rating is silent as to the likelihood of payment of both principal and interest and does not otherwise include any indication to the contrary), (e) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Subordinated Notes, and (f) include such other information describing the relevant terms of the Subordinated Notes as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the holders of the Subordinated Notes.

“Debt Rating” means the debt rating of the Subordinated Notes as determined from time to time by any NRSRO.

“NRSRO” means (a) Kroll Bond Rating Agency, LLC, Fitch, Inc., Moody’s or S&P, or successors thereto (b) any other credit rating agency that is recognized as a nationally recognized statistical rating organization by the SEC so long as, in each case, any such credit rating agency described in clause (a) or (b) above continues to be a nationally recognized statistical rating organization and is approved as a “Credit Rating Provider” (or other similar designation) by the National Association of Insurance Commissioners.

“SVO” means the Securities Valuation Office of the National Association of Insurance Commissioners.

**6.**MISCELLANEOUS.

6.1****Waiveror Amendment. No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes (including, in each case, past defaults) shall be effective against Purchaser or any Holder (as defined in the Subordinated Notes) unless in writing and signed by the Holders of Subordinated Notes representing a majority of the aggregate outstanding principal of the Subordinated Notes, and no waiver or amendment of any term, provision, condition or agreement herein shall be effective against the Company unless in writing and signed by the Company. Notwithstanding the foregoing, without the consent of all holders of Subordinated Notes in writing, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes (including, in each case, past defaults) shall be effective against Purchaser or any Holder which purports to (a) change the Maturity Date or the stated payment date of any payment of interest payable on any Security, or reduce the principal amount thereof, or any amount of interest payable thereon; or (b) change the method of computing the amount of principal of the Subordinated Notes or any interest payable thereon on any date, or change the coin or currency in which the Subordinated Notes or any payment of interest thereon is payable; or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at the Maturity Date or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be; or (d) change or waive the redemption or repayment provisions of the Subordinated Notes; or (e) reduce the percentage in principal amount of the Subordinated Notes, the consent of whose holders is required for any such waiver or amendment; or (f) modify any of the provisions of this Section, except to increase any such; or (g) adversely affect the ranking or priority of the Subordinated Notes; or (h) waive any Event of Default pursuant to Section 6.1(a), Section 6.1(b) or Section 6.1(c) of the Subordinated Note. No failure to exercise or delay in exercising, by Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity.

6.2****Severability. Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the tenor of this Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only as to particular persons or situations, the remainder of this Agreement, and the application of such provision to persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law.

6.3****Noticesand Payments. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next business day delivery, addressed:

if to the Company:	QCR Holdings, Inc.<br><br> 3551 7^th^ Street<br><br> Moline, Illinois 61265<br><br> Attention: Todd A. Gipple
with a copy to:	Barack Ferrazzano Kirschbaum & Nagelberg LLP<br><br> <br>200 West Madison Street, Suite 3900<br><br> <br>Chicago, Illinois 60606
	Attention:	Robert M. Fleetwood
		Abdul R. Mitha
if to Purchaser:	[●]

All payments of principal and interest hereunder payable to Purchaser shall be made by wire transfer (pursuant to Purchaser’s written write transfer instructions). Purchaser’s initial wire transfer instructions are set forth on Schedule 1 hereto and may be modified from time to time in writing in a notice to the Company pursuant to this Section 6.3.

6.4****Successorsand Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except that, unless Purchaser consents in writing, no assignment made by the Company in violation of this Agreement shall be effective or confer any rights on any purported assignee of the Company. The term “successors and assigns” will not include a purchaser of any of the Subordinated Notes from Purchaser merely because of such purchase.

6.5****NoJoint Venture. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of Purchaser, shall be deemed to make Purchaser a partner or joint venturer with the Company.

6.6****EntireAgreement. This Agreement and the Subordinated Note, along with any exhibits hereto or thereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties to be bound by such amendment. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or in the Subordinated Notes.

6.7****Choiceof Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to its laws or principles of conflict of laws. Nothing herein shall be deemed to limit any rights, powers or privileges which Purchaser may have pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing.

6.8****NoThird Party Beneficiary. This Agreement is made for the sole benefit of the Company and Purchaser, and no other Person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder.

6.9****Captions;Counterparts. Captions contained in this Agreement are for reference purposes only, and in no way define, limit or extend the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

6.10****Knowledge;Discretion. All references herein to Purchaser’s or the Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by Purchaser, to the making of a determination or designation by Purchaser, to the application of Purchaser’s discretion or opinion, to the granting or withholding of Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to Purchaser, or otherwise involving the decision making of Purchaser, shall be deemed to mean that Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.

6.11****WaiverOf Right To Jury Trial. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF THE COMPANY OR PURCHASER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

6.12****Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.

6.13****Survival. Each of the representations and warranties set forth in this Agreement shall survive the consummation of the transactions contemplated hereby for a period of one year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative, other than those which by their terms are to be performed in whole or in part prior to or on the Closing Date, which shall terminate as of the Closing Date.

[Remainder of page intentionally left blank]

INWITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative as of the date first set forth above.

COMPANY:
QCR Holdings, Inc.
By:
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer and Chief Financial<br> Officer

[Signature Page to SubordinatedNote Purchase Agreement]

INWITNESS WHEREOF, the undersigned Purchaser has caused this Agreement to be executed by its duly authorized representatives as of the date first set forth above.

PURCHASER:
By:
Name:
Title:

[Signature Page to SubordinatedNote Purchase Agreement]

Exhibit A

Form of Definitive Subordinated Note

[See attached.]

FORM OF DEFINITIVE SUBORDINATED NOTE

QCR HOLDINGS, INC.

FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE2037

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).

THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (A) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (B) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED HEREIN).

CERTAIN ERISA CONSIDERATIONS:

THE PURCHASER, HOLDER, OR TRANSFEREE OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE, PURCHASE OR HOLDING HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, OR (B) SUCH PURCHASER, HOLDER, OR TRANSFEREE IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTIONS 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING.

ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.

A-2

No. 2022-[●]	CUSIP: 74727A AD6 <br><br>ISIN: US74727AAD63

QCR HOLDINGS, INC.

FIXED-TO-FLOATING RATE SUBORDINATED NOTEDUE 2037

1. Note Purchase Agreement; Holders. This Subordinated Note is one of a duly authorized issue of notes of QCR Holdings, Inc., a Delaware corporation (the “Company”), designated as the “Fixed-to-Floating Rate Subordinated Notes due 2037” (the “Subordinated Notes”) in an aggregate principal amount of $55,000,000 and initially issued on August 18, 2022. The Company has issued this Subordinated Note under that certain Subordinated Note Purchase Agreement dated as of August 18, 2022, as the same may be amended or supplemented from time to time (“Note Purchase Agreement”), between the Company and [●]. The holder of this Subordinated Note (the “Holder”), by the acceptance of this Subordinated Note, agrees to and will be bound by all provisions of the Note Purchase Agreement that are applicable to Purchaser (as defined therein) or holders of Subordinated Notes from time. All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Note Purchase Agreement. A copy of the Note Purchase Agreement is on file at the Company and will be provided to the Holder of this Subordinated Note upon request.

2. Payment. The Company, for value received, promises to pay to [●] the principal sum of [●] DOLLARS (U.S.) ($[●]), plus accrued but unpaid interest on September 1, 2037 (“Stated Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (a) from and including August 18, 2022, to, but excluding, September 1, 2032, or the date of earlier redemption (the “Redemption Date”), at a rate of 5.95% per annum, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2022 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including, August 18, 2022, to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”) and (b) from, and including, September 1, 2032, to, but excluding, the Stated Maturity Date, unless redeemed prior to the Stated Maturity Date, at a rate equal to the Floating Interest Rate (which is expected to be Three-Month Term SOFR) plus a spread of 300 basis points, or such other rate as determined pursuant to this Subordinated Note, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year through the Stated Maturity Date or earlier Redemption Date (each such date, including the Maturity Date, a “Floating Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from, and including, September 1, 2032 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including, a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding September 1, 2032, and, the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of the actual number of days in the relevant Floating Rate Period divided by 360. In the event that any scheduled Interest Payment Date for this Subordinated Note falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which is a Business Day (any payment of interest made on such date will be treated as being made on the date that the payment was first due and (x) except as set forth in clause (y) below, no interest on such payment will accrue for the period from and after such scheduled Interest Payment Date and (y) any payment of principal on this Subordinated Note (including principal due on the Stated Maturity Date of this Subordinated Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day); provided, that in the event that any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

A-3

(a) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.

(b) The “Floating Interest Rate” means:

(i)	initially Three-Month Term SOFR<br>(as defined below).
(ii)	Notwithstanding the foregoing clause (i) of this Section 2(b):
---	---
(1)	If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a<br>Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect<br>to Three-Month Term SOFR, then the Company shall promptly provide notice of such determination to the Holder and Section 2(c) will<br>thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of calculating the Floating Interest<br>Rate payable on the Subordinated Notes during a relevant Floating Rate Period.
---	---
(2)	However, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark<br>Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined<br>as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Rate Period will be equal<br>to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation<br>Agent.
---	---

A-4

(iii)	If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning<br>the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month<br>Term SOFR Conventions (as defined below) determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will<br>apply.

provided, that in no event will the applicable Floating Interest Rate be less than zero per annum for any Floating Rate Period

(c)	Effect of Benchmark Transition<br>Event.
(i)	If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement<br>Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below)<br>on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during<br>the relevant Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates.
---	---
(ii)	In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the<br>right to make Benchmark Replacement Conforming Changes from time to time.
---	---
(iii)	Any determination, decision or election that may be made by the Calculation Agent pursuant to the benchmark<br>transition provisions set forth herein, including any determination with respect to a tenor,<br>rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from<br>taking any action or any selection:
---	---
(1)	will be conclusive and binding absent manifest error;
---	---
(2)	if made by the Company as the Calculation Agent, will be made in the Company’s sole discretion;
---	---
(3)	if made by the Calculation Agent other than the Company, will be made after consultation with the Company,<br>and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and
---	---
(4)	notwithstanding anything to the contrary in this Subordinated Note, shall become effective without consent<br>from the Holder or any other party.
---	---

A-5

(iv)	For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date<br>have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the<br>applicable Benchmark Replacement and the spread specified on the face hereof.
(v)	As used in this Subordinated Note:
---	---
1.	“Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent<br>determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred<br>with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
---	---
2.	“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current<br>Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine<br>the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a<br>Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event<br>no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the<br>first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:
---	---
a.	Compounded SOFR;
---	---
b.	the sum of: (i) the alternate rate that has been selected or recommended by the Relevant Governmental<br>Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement<br>Adjustment;
---	---
c.	the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or
---	---
d.	the sum of: (i) the alternate rate that has been selected by the Calculation Agent as the replacement<br>for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement<br>for the then-current Benchmark for U.S. Dollar denominated floating rate securities at such time and (ii) the Benchmark Replacement<br>Adjustment.
---	---
3.	“Benchmark Replacement Adjustment” means the first alternative set forth in the order below<br>that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:
---	---

A-6

a.	the spread adjustment, or method for calculating or determining such spread adjustment (which may be a<br>positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted<br>Benchmark Replacement;
b.	if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA<br>Fallback Adjustment; or
---	---
c.	the spread adjustment (which may be a positive or negative value or zero) that has been selected by the<br>Calculation Agent giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread<br>adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar denominated<br>floating rate securities at such time.
---	---
4.	“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement,<br>any technical, administrative or operational changes (including changes to the definition of “Floating Rate Period,” timing<br>and frequency of determining rates with respect to each Floating Rate Period and making payments of interest, rounding of amounts or tenors<br>and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement<br>in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market<br>practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement<br>exists, in such other manner as the Calculation Agent determines is reasonably necessary).
---	---
5.	“Benchmark Replacement Date” means the earliest to occur of the following events with respect<br>to the then-current Benchmark:
---	---
a.	in the case of clause (a) of the definition of “Benchmark Transition Event,” the relevant<br>Reference Time in respect of any determination;
---	---
b.	in the case of clause (b) or (c) of the definition of “Benchmark Transition Event,”<br>the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which<br>the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
---	---

A-7

c.	in the case of clause (d) of the definition of “Benchmark Transition Event,” the date<br>of the public statement or publication of information referenced therein.

For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

6.	“Benchmark Transition Event” means the occurrence of one or more of the following events with<br>respect to the then-current Benchmark:
a.	if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or<br>recommended a forward-looking term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term<br>rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete<br>or (iii) the Calculation Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not<br>administratively feasible;
---	---
b.	a public statement or publication of information by or on behalf of the administrator of the Benchmark<br>announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the<br>time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
---	---
c.	a public statement or publication of information by the regulatory supervisor for the administrator of<br>the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for<br>the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar<br>insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has<br>ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication,<br>there is no successor administrator that will continue to provide the Benchmark; or
---	---

A-8

d.	a public statement or publication of information by the regulatory supervisor for the administrator of<br>the Benchmark announcing that the Benchmark is no longer representative.
7.	“Business Day” means any day other than a Saturday or Sunday that is neither a legal holiday<br>nor a day on which banking institutions in the State of Illinois are authorized or required by law, regulation or executive order to be<br>closed.
---	---
8.	“Calculation Agent” means<br>the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include the Company or any of its<br>Affiliates) to act in accordance with the terms of this Subordinated Note.
---	---
9.	“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor,<br>with the rate, or methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance with:
---	---
a.	the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant<br>Governmental Body for determining Compounded SOFR; provided that:
---	---
b.	if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined<br>in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected<br>by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. Dollar denominated floating rate securities<br>at such time.
---	---

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 500 basis points per annum.

10.	“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight)<br>having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
11.	“Federal Reserve” means the Board of Governors of the Federal Reserve System.
---	---
12.	“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve<br>Bank of New York at http://www.newyorkfed.org, or any successor source.
---	---

A-9

13.	“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding<br>Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available)<br>that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available)<br>that is longer than the Corresponding Tenor.
14.	“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and<br>Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional<br>booklet for interest rate derivatives published from time to time.
---	---
15.	“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative<br>value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of<br>an index cessation event with respect to the Benchmark for the applicable tenor.
---	---
16.	“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing<br>the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor<br>excluding the applicable ISDA Fallback Adjustment.
---	---
17.	“Reference Time” with respect to any determination of a Benchmark means (1) if the Benchmark<br>is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and<br>(2) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark<br>Replacement Conforming Changes.
---	---
18.	“Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of<br>New York, or a committee officially endorsed or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor<br>thereto.
---	---
19.	“SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of<br>New York, as the administrator of the Benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website<br>(or such successor’s website).
---	---
20.	“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended<br>by the Relevant Governmental Body.
---	---

A-10

21.	“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as<br>the administrator of Term SOFR (or a successor administrator).
22.	“Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published<br>by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the Calculation Agent after giving effect<br>to the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be<br>rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.
---	---
23.	“Three-Month Term SOFR Conventions” means any determination, decision or election with respect<br>to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month<br>Term SOFR, or changes to the definition of “interest period”, timing and frequency of determining Three-Month Term SOFR with<br>respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that<br>the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially<br>consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively<br>feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner<br>as the Calculation Agent determines is reasonably necessary).
---	---
24.	“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding any Benchmark<br>Replacement Adjustment.
---	---

The Company will pay interest on this Subordinated Note to the Person who is the registered Holder at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date. This Subordinated Note will be payable as to principal and interest at the office or agency of the Paying Agent, or, at the option of the Company, payment of interest may be made by check delivered to the Holder at its address set forth in the Subordinated Note Register or by wire transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying Agent will have received written notice of such account designation at least five Business Days prior to the date of such payment (subject to surrender of this Subordinated Note in the case of a payment of interest on the Stated Maturity Date).

A-11

3. Paying Agent and Registrar. The Company or any of its Subsidiaries may act as Paying Agent and/or Registrar, and the Company will act as the initial Paying Agent and Registrar. The Company may change any Paying Agent or Registrar from time to time without notice to the Holder. The Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Subordinated Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Subordinated Notes (“Subordinated Note Register”) and of their transfer and exchange. The registered Holder of a Subordinated Note will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to the Holder; provided that no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company and will have accepted such appointment. The Company or any of its Subsidiaries may act as Paying Agent or Registrar, and the Company shall be the initial Paying Agent and Registrar for the Subordinated Notes. There will be only one Subordinated Note Register.

4. Subordination.

(a) The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon, shall be subordinate and junior in right of payment to obligations of the Company constituting the Senior Indebtedness (as defined below), and will rank pari passu in right of payment with all other Subordinated Notes. For purposes of this Subordinated Note, “Senior Indebtedness” means (i) any of the Company’s indebtedness (including the principal of and premium, if any, and unpaid interest on such indebtedness) for borrowed or purchased money including overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by bonds, debentures, notes or other written instruments, including any obligations of the Company to general creditors, depositors or trade creditors; (ii) the Company’s obligations under letters of credit, bank guarantees or bankers’ acceptances; (iii) any of the Company’s indebtedness or other obligations with respect to commodity contracts, interest rate and currency swap agreements, cap, floor, and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against fluctuations in currency exchange or interest rates; (iv) any guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business), or other similar contingent obligations in respect of obligations of others of a type described in clauses (i), (ii), and (iii), whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with accounting principles generally accepted in the U.S.; (v) all obligations and liabilities in respect of leases required in conformity with generally accepted accounting principles to be accounted for as capitalized lease obligations on the Company’s balance sheet; (vi) all obligations and other liabilities under any lease or related document in connection with the lease of real property which provides that the Company is contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor; (vii) all direct or indirect guarantees or similar agreements in respect of, and the Company’s obligations or liabilities to purchase, acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of others of the type described in clauses (i) through (vii) above; and (viii) any and all refinancings, replacements, deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (i) through (vi) above, other than obligations ranking on a parity with the Subordinated Notes or ranking junior to the Subordinated Notes. Notwithstanding the foregoing, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule or issues any interpretation that defines general creditor(s), the main purpose of which is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital, then the term “general creditors” as used herein the definition of Senior Indebtedness will have the meaning as described in that rule or interpretation. The term “Senior Indebtedness” does not include (A) any indebtedness of the Company which when incurred, and without respect to any election under Section 1111(b) of the U.S. Bankruptcy Code, was without recourse to the Company, (B) any indebtedness of the Company to any of its subsidiaries, (C) indebtedness to any employee of the Company, (D) any liability for taxes, (E) any indebtedness of the Company which is expressly subordinate in right of payment to any other indebtedness of the Company, and (F) renewals, extensions, modifications and refundings of any such indebtedness.

A-12

(b) The subordination provisions of this Section 4 are for the benefit of the holders of Senior Indebtedness.

(c) In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company: (A) holders of Senior Indebtedness shall be entitled to receive payment in full in cash of the principal thereof, premium, if any, additional amounts owing in respect thereof, if any, and interest (including interest accruing after the commencement of any such proceeding) to the date of payment on the Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on the Subordinated Notes; and (B) until the Senior Indebtedness is paid in full in cash, any indebtedness to which the Holder would be entitled but for this Section 4 shall be made to holders of Senior Indebtedness as their interests may appear for the application to the payment thereof, except that the Holder may receive securities that are subordinated to Senior Indebtedness to at least the same extent as this Subordinated Note. In the event that, notwithstanding the foregoing provisions of this Section 4, the Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including by way of set-off or any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of this Subordinated Note, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known in writing to the Holder of this Subordinated Note, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of this Subordinated Note, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Holder of this Subordinated Note receives for purposes of this Section.

A-13

(d) The Company may not pay principal, premium, interest or additional amounts owing with respect to this Subordinated Note and may not acquire this Subordinated Note for cash or property other than capital stock of the Company if: (i) any default in the payment of principal, premium, if any, or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto occurs and is continuing; (ii) a default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness (or a trustee on their behalf) to accelerate its maturity, or (iii) a default under any Senior Indebtedness is the subject of judicial proceedings or the Company receives a notice of the default from trustee, agent or representative of a holder of any Senior Indebtedness. The Company may resume payments on this Subordinated Note and may acquire it when: (i) the default is cured or waived; or (ii) this Section 4 otherwise permits the payments or acquisition at that time.

(e) In the event that this Subordinated Note is declared due and payable before its Stated Maturity Date, then and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holder of this Subordinated Note is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated Notes) by the Company on account of the principal of, premium, if any, additional amounts owing in respect thereof, if any or interest on the Subordinated Notes or on account of the purchase or other acquisition of Subordinated Notes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Holder of this Subordinated Note prohibited by the foregoing provisions of this Section 4, and if such fact shall, at or prior to the time of such payment, have been made known to the Holder, then and in such event such payment shall be paid over and delivered forthwith to the trustee, agent or representative with respect to such Senior Indebtedness.

(f) If payment or distribution on account of the Subordinated Notes of any character or security, whether in cash, securities or other property, is received by the Holder in contravention of any of the terms of this Section 4 and before all Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of, and must be paid over or delivered and transferred to the trustee, agent or representative with respect to such Senior Indebtedness for application, in accordance with the priorities then existing among those holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full.

(g) No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by this Subordinated Note shall be impaired by any act or failure to act by the Company or by its failure to comply with this Subordinated Note or the Note Purchase Agreement.

A-14

5. Redemption.

(a) The Company may, at its option, on any Interest Payment Date on or after September 1, 2032, redeem this Subordinated Note, in whole or in part, subject to prior approval of the Federal Reserve, to the extent that such approval is required. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or a 1940 Act Event (each as defined below). Any redemption of this Subordinated Note shall be subject to the prior approval of the Federal Reserve (or its designee) or any successor agency, and any other bank regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under this Subordinated Note will be equal to 100% of the principal amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest, if any, thereon to, but excluding, the Redemption Date. “Tier 2 Capital Event” means the receipt by the Company of an opinion of independent bank regulatory counsel to the effect that, as a result of (i) any amendment to, or change (including any announced prospective amendment or change) in, the laws or any regulations thereunder of the U.S. or any rules, guidelines or policies of an applicable regulatory authority for the Company, or (ii) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the original issue date of the Subordinated Notes, the Subordinated Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company. “Tax Event” means the receipt by the Company of an opinion of independent tax counsel to the effect that, as a result of (i) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the U.S. or any of its political subdivisions or taxing authorities, (ii) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation, (iii) an amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the U.S. that differs from the previously generally accepted position or interpretation, or (iv) a threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions or a similar audit of any of the Company’s subsidiaries or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Subordinated Notes, in each case, occurring or becoming publicly known on or after the original issue date of the Subordinated Notes, there is more than an insubstantial risk that interest payable by the Company on the Subordinated Notes is not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes. “1940 Act Event” means an event requiring the Company to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

(b) If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every Holder shall be redeemed.

A-15

(c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the Redemption Price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

6. Events of Default; Acceleration. An “Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) failure to pay interest on any this Subordinated Note for thirty (30) days after the payment is due and payable; or

(b) failure to pay the principal of this Subordinated Note when due, either at maturity, upon redemption, by declaration or otherwise; or

(c) failure of the Company to observe or perform any other covenant or agreement that applies to the Subordinated Notes for sixty (60) days after the Company has received written notice of the failure to perform in the manner specified in the Note Purchase Agreement; or

(d) the entry of an order for relief against the Company under the U.S. Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the U.S. Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or

(e) the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the U.S Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.

The Holder shall not have the right to accelerate the maturity of the Subordinated Notes unless there is an Event of Default specified under Section 6(d) or Section 6(e). If an Event of Default specified in Section 6(d) or Section 6(e) occurs, then the principal amount of all of the outstanding Subordinated Notes, including any accrued and unpaid interest on the Subordinated Notes and premium, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Holder.

A-16

8. Merger or Sale of Assets. The Company shall not consolidate with or merge into any other corporation or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets and the properties and assets of its subsidiaries, taken as a whole, to any Person, unless:

(a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and its subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume the due and punctual payment of the principal, premium, if any, and interest, if any, on the Subordinated Notes and the performance of every covenant to be performed or observed in connection with the Subordinated Notes; and

(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing.

9. Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided in the Note Purchase Agreement. The Registrar may require the Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require the Holder to pay any taxes and fees required by law.

Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.

11. Persons Deemed Owners. The Company, Paying Agent and Registrar, and any other agent of the Company, may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note is overdue, and neither the Company, Paying Agent nor Registrar, nor any such other agent, will be affected by notice to the contrary.

12. Amendments; Waivers. Section 6.1 of the Note Purchase Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Subordinated Notes at any time by the Company and the Holders in accordance with Section 6.1 of the Note Purchase Agreement. The Note Purchase Agreement also contains provisions permitting the Holders of specified percentages in principal amount of the then outstanding Subordinated Notes, on behalf of the holders of all Subordinated Notes, to waive past defaults under the Note Purchase Agreement and their consequences. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.

A-17

13. No Impairment. No reference herein to the Note Purchase Agreement and no provision of this Subordinated Note or of the Note Purchase Agreement will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest of this Subordinated Note at the Stated Maturity Date.

14. No Sinking Fund; No Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any Subsidiary.

15. No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Note Purchase Agreement or in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Holder and as part of the consideration for the issuance of this Subordinated Note.

16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.

17. Available Information. Requests by the Holder to the Company may be made to: QCR Holdings, Inc., 3551 7^th^ Street, Moline, Illinois 61265, Attention: Todd A. Gipple.

18. Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAWS OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF A DIFFERENT JURISDICTION.

[Signature page follows]

A-18

IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed.

QCR Holdings, Inc.
By:
Name:	Todd A. Gipple
Title:	President, Chief Operating Officer<br> and Chief Financial Officer

[Signature Page to Definitive Note]

ASSIGNMENT FORM

To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint _______________________ agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.

Date:	Your signature:
	(Sign exactly as your name appears on the face of this Subordinated Note)
	Tax Identification No:
Signature Guarantee:
---

(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

The undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company. “Affiliate” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates. “Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof or any other entity or organization.

In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:

CHECK ONE BOX BELOW:

¨ (1) acquired for the undersigned’s own account, without transfer;

¨ (2) transferred to the Company;

¨ (3) transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);

¨ (4) transferred under an effective registration statement under the Securities Act;

¨ (5) transferred in accordance with and in compliance with Regulation S under the Securities Act;

¨ (6) transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain representations and agreements; or

¨ (7) transferred in accordance with another available exemption from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Paying Agent will refuse to register this Subordinated Note in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Paying Agent may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Paying Agent may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under such Act.

Signature:
Signature Guarantee:
---

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:	Signature:

[Signature Page to Definitive Note]

Exhibit B

Form of Opinion of Counsel

1.	Based solely on our review of a certificate of good standing of the Company dated August 18, 2022,<br>the Company is duly incorporated, validly exists as a corporation and is in good standing under the General Corporation Law of the State<br>of Delaware. Further, the Company has all requisite corporate power to carry on its business as currently conducted.
2.	The Company has all necessary corporate power and authority to execute, deliver and perform its obligations<br>under the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.
---	---
3.	The Subordinated Note Purchase Agreement (the “Purchase Agreement”) has been duly and<br>validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable<br>against the Company in accordance with its terms.
---	---
4.	The Subordinated Notes being purchased by Purchaser at the Closing have been duly authorized, executed<br>and delivered by the Company. When paid for by Purchaser in accordance with the terms of the Purchase Agreement, the Subordinated Notes<br>will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
---	---
5.	To our knowledge, no consent, approval or authorization of, or registration, filing or declaration with,<br>any governmental agency or body having jurisdiction over the Company by the Company is required in connection with the execution, delivery<br>or performance by the Company of the Purchase Agreement or the Subordinated Notes.
---	---
6.	No registration under the Securities Act of 1933, as amended (the “Securities Act”),<br>of the Subordinated Notes is required in connection with the sale of the Subordinated Notes by the Company to Purchaser in the manner<br>contemplated by the Purchase Agreement, assuming (i) the accuracy and completeness of Purchaser’s representations set forth<br>in the Purchase Agreement, and those of the Company set forth in the Purchase Agreement, and (ii) the compliance with the procedures<br>set forth in the Purchase Agreement by each party thereto, nor was it necessary in connection with this offering, sale and delivery of<br>the Subordinated Notes purchased by you at the Closing, under the circumstances contemplated by the Purchase Agreement, to qualify an<br>indenture in respect of the Subordinated Notes under the Trust Indenture Act of 1939.
---	---
7.	The execution and delivery of the Transaction Documents by the Company, the performance by the Company<br>of its obligations thereunder, and the issuance and sale of the Subordinated Notes in accordance with the terms of the Purchase Agreement<br>do not and will not (i) conflict with<br>or violate any of the terms or provisions of the Company’s Certificate of Incorporation or Bylaws, (ii) to our knowledge, violate<br>or conflict with any judgment, decree or order identified to us by the Company (we note that none were identified) of any court or any<br>judicial, regulatory or other legal or governmental agency or body having jurisdiction over the Company, or (iii) violate any applicable<br>provisions of the General Corporation Law of the State of Delaware, except in each of the cases of clauses (i) and (ii), for any<br>such conflict, breach, violation or default which has been waived by the party or parties with power to waive such conflict, breach, violation<br>or default.
---	---
8.	The Company is not, and immediately after giving effect to the offering and sale of the Subordinated Notes<br>to Purchaser and the application of the proceeds thereof as described in the Purchase Agreement will not be, an “investment company”<br>or, to our knowledge, an entity “controlled” by or acting on behalf of an “investment company” required to be<br>registered as such within the meaning of the Investment Company Act of 1940, as amended.
---	---
9.	None of the transactions contemplated by the Purchase Agreement (including, without limitation, the use<br>of the proceeds from the sale of the Subordinated Notes) will violate or result in a violation of Regulation T, U or X of the Board of<br>Governors of the United States Federal Reserve System, 12 CFR, Part 220, Part 221 and Part 224, respectively.
---	---
10.	To our knowledge, there is not pending or threatened any action, suit, proceeding, to which the Company<br>or any Subsidiary is a party, or to which the property of the Company or any Subsidiary is subject, before or brought by any court or<br>governmental agency or body, domestic or foreign, which are expected to result in a Material Adverse Effect.
---	---

[Signature Page to Definitive Note]

Schedule 1

Initial Wire Transfer Instructions

All payments on account of SubordinatedNotes held by Purchaser shall be made by wire transfer of immediately available funds for credit to:

[●]

Each such wire transfer shall set forth the name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Subordinated Notes, a reference to CUSIP No. 74727A AD6 and the due date and application (as among principal, premium and interest) of the payment being made.

[Signature Page to Definitive Note]

Exhibit 99.1

PRESS RELEASE	FOR IMMEDIATE RELEASE

QCR Holdings, Inc. Completes Private Placementsof Subordinated Notes

Moline, IL, August 18, 2022, QCR Holdings, Inc. (NASDAQ: QCRH) (the “Company”) today announced that it has completed private placements of $100 million in aggregate principal amount subordinated notes. The private placements were issued in two separate tranches consisting of $45 million in aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due in September 2032 (the “2032 Notes”) and $55 million in aggregate principal amount of Fixed-to-Floating Subordinated Notes due in September 2037 (the “2037 Notes”). The Company intends to use the net proceeds from the private placements for general corporate purposes, which may include, but are not limited to, repurchasing shares of common stock.

“Great companies plan for a certain economic environment but prepare for uncertainty. We believe the capital that we’re adding is a prudent move that prepares us for uncertainty in the future,” said Larry J. Helling, Chief Executive Officer.

The 2032 Notes will bear interest at a fixed rate of 5.50% per year from, and including, August 18, 2022 to, but excluding, September 1, 2027, and from, and including, September 1, 2027 to, but excluding, September 1, 2032 (or earlier redemption date) the interest rate will reset quarterly to a floating rate, which is expected to be the then current three-month term SOFR plus 279 basis points. The 2032 Notes are redeemable by the Company, in whole or in part, on or after September 1, 2027, and at any time upon the occurrence of certain events.

The 2037 Notes will bear interest at a fixed rate of 5.95% per year from, and including, August 18, 2022 to, but excluding, September 1, 2032, and from, and including September 1, 2037 to, but excluding, September 1, 2037 (or earlier redemption date) the interest rate will reset quarterly to a floating rate, which is expected to be the then current three-month term SOFR plus 300 basis points. The 2037 Notes are redeemable by the Company, in whole or in part, on or after September 1, 2032, and at any time upon the occurrence of certain events.

Piper Sandler & Co. served as the sole placement agent for the offering of the 2032 Notes. Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to the Company.

About Us

QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company serving the Quad Cities, Cedar Rapids, Cedar Valley, Des Moines/Ankeny and Springfield communities through its wholly-owned subsidiary banks. The banks provide full-service commercial and consumer banking and trust and wealth management services. Quad City Bank & Trust Company, based in Bettendorf, Iowa, commenced operations in 1994, Cedar Rapids Bank & Trust Company, based in Cedar Rapids, Iowa, commenced operations in 2001, Community State Bank, based in Ankeny, Iowa, was acquired by the Company in 2016, Springfield First Community Bank, based in Springfield, Missouri, was acquired by the Company in 2018, and Guaranty Bank, also based in Springfield, Missouri, was acquired by the Company and merged with Springfield First Community Bank on April 1, 2022, with the combined entity operating under the Guaranty Bank name. Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company. Quad City Bank & Trust Company offers equipment loans and leases to businesses through its wholly-owned subsidiary, m2 Equipment Finance, LLC, based in Milwaukee, Wisconsin, and also provides correspondent banking services. Including the Guaranty Bank acquisition, the Company now has 40 locations in Iowa, Missouri, Wisconsin and Illinois. As of June 30, 2022, the Company had approximately $7.4 billion in assets, $5.8 billion in loans and $5.8 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

Special Note Concerning Forward-Looking Statements. Thisdocument contains, and future oral and written statements of the Company and its management may contain, forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results ofoperations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based uponbeliefs, expectations and assumptions of the Company's management and on information currently available to management, aregenerally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “predict,” “suggest,” “appear,” “plan,” “intend,” “estimate,” ”annualize,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-lookingstatements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light ofnew information or future events.

A number of factors, many of which are beyond the ability of the Company to control or predict,could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others,the following: (i) the strength of the local, state, national and international economies(including effects of inflationarypressures and supply chain constraints); (ii) the economic impact of any future terrorist threats and attacks, widespread disease orpandemics (including the COVID-19 pandemic in the United States), acts of war or other threats thereof, or other adverse externalevents that could cause economic deterioration or instability in credit markets, and the response of the local, state and nationalgovernments to any such adverse external events; (iii) changes in accounting policies and practices, as may be adopted by state andfederal regulatory agencies, the FASB or the PCAOB; (iv) changes in local, state and federal laws, regulations and governmentalpolicies concerning the Company's general business; (v) changes in interest rates and prepayment rates of the Company's assets(including the impact of LIBOR phase-out); (vi) increased competition in the financial services sector and the inability to attractnew customers; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii)unexpected results of acquisitions, which may include failure to realize the anticipated benefits of acquisitions and thepossibility that transaction costs may be greater than anticipated; (ix) the loss of key executives or employees; (x) changes inconsumer spending; (xi) unexpected outcomes of existing or new litigation involving the Company; (xii) the economic impact ofexceptional weather occurrences such as tornadoes, floods and blizzards; and (xiii) the ability of the Company to manage the risksassociated with the foregoing as well as anticipated. These risks and uncertainties should be considered in evaluatingforward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Companyand its business, including additional factors that could materially affect the Company's financial results, is included in theCompany's filings with the Securities and Exchange Commission.

Contact:

Todd A. Gipple

President

Chief Operating Officer

Chief Financial Officer

(309) 743-7745

tgipple@qcrh.com

Exhibit 99.2

Subordinated Note Issuance<br>Investor Presentation<br>August 2022
2<br>This document (including information incorporated by reference) contains, and future oral and written statements of QCR Holdings, Inc. (the<br> “Company”) and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation<br>Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company.<br>Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information<br>currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “bode,” “predict,” “suggest,”<br> “project,” “appear,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “likely,” or other similar expressions. Additionally, all<br>statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no<br>obligation to update any statement in light of new information or future events.<br>A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from<br>those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local, state, national and<br>international economies; (ii) the economic impact of any future terrorist threats and attacks, widespread disease or pandemics (including the COVID-<br>19 pandemic in the United States), acts of war or threats thereof, or other adverse external events that could cause economic deterioration or<br>instability in credit markets, and the response of the local, state and national governments to any such adverse external events; (iii) changes in<br>accounting policies and practices as may be adopted by the state and federal regulatory agencies, the FASB, the Securities and Exchange Commission<br>(the “SEC”), or the PCAOB, including FASB’s CECL impairment standards; (iv) changes in state and federal laws, regulations and governmental policies<br>concerning the Company’s general business; (v) changes in interest rates and prepayment rates of the Company’s assets (including the impact of<br>LIBOR phase-out); (vi) increased competition in the financial services sector and the inability to attract new customers; (vii) changes in technology and<br>the ability to develop and maintain secure and reliable electronic systems; (viii) unexpected results of acquisitions, which may include failure to realize<br>the anticipated benefits of acquisitions and the possibility that transaction costs may be greater than anticipated; (ix) the loss of key executives or<br>employees; (x) changes in consumer spending; (xi) the economic impact of exceptional weather occurrence, such as tornados, floods and blizzards,<br>and; (xii) the ability of the Company to manage the risks associated with the foregoing as well as anticipated. These risks and uncertainties should be<br>considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information<br>concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the<br>Company’s filings with the SEC.<br>FORWARD-LOOKING STATEMENTS<br>This presentation contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the<br>registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have<br>the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the<br>statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to<br>adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In<br>this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirement of Regulation G, the Company<br>has provided reconciliations within the slides, as necessary, of the non-GAAP financial measure to the most directly comparable GAAP financial<br>measure. For more details on the Company’s non-GAAP measures, refer to the Company’s Annual Report on Form 10-K for the year ended December<br>31, 2021.<br>NON-GAAP FINANCIAL MEASURES
---
3<br>The information contained herein is a summary and it is not complete. It has been prepared for use only in connection with the private placement (the “Placement”) of<br>securities (the “Securities”) of the Company, the holding company of Quad City Bank and Trust Company, Cedar Rapids Bank and Trust Company, Community State Bank<br>and Guaranty Bank. The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in a private<br>placement exempt from registration under the Securities Act and other applicable securities laws, and may not be re-offered or re-sold absent registration or an<br>applicable exemption from the registration requirements. The Securities are not a deposit or an account that is insured by the Federal Deposit Insurance Corporation (the<br> “FDIC”) or any other government agency.<br>The information in this confidential Investor Presentation may not be reproduced or redistributed, passed on or divulged, directly or indirectly, to any other person and is<br>subject to the letter agreement regarding confidentiality executed by the original recipient of this confidential Investor Presentation. The Company reserves the right to<br>request the return of this confidential Investor Presentation at any time. This confidential Investor Presentation is for informational purposes only and is being furnished<br>on a confidential basis to a limited number of institutional accredited investors and qualified institutional buyers. Any such offering may be made only by a purchase<br>agreement and the information contained herein will be superseded in its entirety by such purchase agreement. This confidential Investor Presentation does not contain<br>all the information you should consider before investing in the Securities of the Company and should not be construed as investment, legal, regulatory or tax advice. Each<br>potential investor should review the purchase agreement, make such investigations as it deems necessary to arrive at an independent evaluation of an investment in the<br>Securities mentioned in this confidential Investor Presentation (including, without limitation, reviewing the information being provided by the Company concurrently with<br>this confidential Investor Presentation) and should consult its own legal counsel and financial, accounting, regulatory and tax advisors to determine the consequences of<br>such an investment prior to making an investment decision and should not rely on any information set forth in this confidential Investor Presentation.<br>The information contained herein is being furnished solely for the purpose of enabling prospective investors to determine whether they wish to proceed with further<br>investigation of the Company and the Placement. As it is a summary, such information is not intended to and does not contain all the information that you will require to<br>form the basis of any investment decision. The information contained herein speaks as of the date hereof. Neither the delivery of this information or any eventual sale of<br>the Securities shall, under any circumstances, imply that the information contained herein is correct as of any future date or that there has been no change in the<br>Company’s business affairs described herein after the date hereof. Nothing contained herein is, or should be relied upon as, a promise or representation as to future<br>performance. Neither the Company nor any of its affiliates undertakes any obligation to update or revise this confidential Investor Presentation. The Company anticipates<br>providing you with the opportunity to ask questions, receive answers, obtain additional information and complete your own due diligence review concerning the<br>Company and the Placement prior to entering into any agreement to purchase the Securities. By accepting delivery of the information contained herein, you agree to<br>undertake and rely upon your own independent investigation and analysis and consult with your own attorneys, accountants and other professional advisors regarding<br>the Company and the merits and risks of an investment in the Securities, including all related legal, investment, tax and other matters.<br>The Company shall not have any liability for any information included herein or otherwise made available in connection with the Placement, except for liabilities expressly<br>assumed by the Company in the definitive purchase agreement and the related documentation for each purchase of the Securities.<br>The information contained herein does not constitute an offer to sell or a solicitation of an offer to purchase the Securities described herein nor shall there be any sale of<br>such Securities in any state or jurisdiction in which such an offer or solicitation is not permitted or would be unlawful. Each investor must comply with all legal<br>requirements in each jurisdiction in which it purchases, offers, or sells the Securities, and must obtain any consent, approval, or permission required by it in connection<br>with the Securities or the Placement. The Company does not make any representation or warranty regarding, and has no responsibility for, the legality of an investment<br>in the Securities under any investment, securities, or similar laws.<br>THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE FDIC OR ANY OTHER GOVERNMENT AGENCY, NOR HAS THE SEC, THE FDIC OR ANY<br>OTHER GOVERNMENT AGENCY PASSED ON THE ADEQUACY OR INADEQUACY OF THIS CONFIDENTIAL INVESTOR PRESENTATION. ANY REPRESENTATION TO THE<br>CONTRARY IS UNLAWFUL.<br>Certain of the information contained in this confidential Investor Presentation may be derived from information provided by industry sources. The Company believes that<br>such information is accurate and that the sources from which it has been obtained are reliable. The Company cannot guarantee the accuracy of such information,<br>however, and has not independently verified such information.<br>Safe Harbor Statement
---
4<br>Summary Term Sheet<br>Issuer:<br>Security Type:<br>Offering Type:<br>Offering Structure:<br>Size:<br>Term:<br>Security Rating:<br>Redemption:<br>Use of Proceeds:<br>Sole Placement Agent:<br>Kroll: BBB-<br>Optional Redemption 5 years after issuance date<br>General corporate purposes, which may include, but are not limited to,<br>possible share repurchases<br>QCR Holdings, Inc.<br>Holding Company Subordinated Notes<br>Private Placement with Registration Rights<br>10NC5 Fixed-to-Floating<br>$50 million<br>10 Years
---
5<br>1) ROAA, ROAE and Efficiency Ratio annualized and adjusted to exclude non-core<br>and/or non-recurring income and expense items, primarily related to the closing<br>of the Guaranty Bank acquisition<br>2) Tax equivalent yield<br>Note: Financial data as of 6/30/22; Source: Company documents, S&P Capital IQ Pro;<br>See GAAP to non-GAAP reconciliation<br>QCR Holdings, Inc. Branch Map<br>Financial Highlights<br> • QCR Holdings, Inc. (QCRH) is a $7.4 billion, publicly-<br>traded, multi-bank holding company headquartered in<br>Moline, Illinois.<br> • Operating since 1993, QCR Holdings, Inc. serves the<br>Quad Cities, Cedar Rapids, Waterloo/Cedar Valley, Des<br>Moines/Ankeny, and Springfield communities<br>throughout its wholly owned subsidiary banks in Iowa,<br>Missouri, and Illinois.<br> • QCR operates under a business model that works:<br> ✓ Local charter autonomy with efficient support from<br>centralized group operations<br> ✓ Agile and responsive to client needs<br> ✓ Attracts the best bankers and the best clients in each<br>market<br> ✓ Highly competitive with larger national and regional banks<br> ✓ Strong relationships with clients differentiate us from<br>other banks<br> • Primary lines of business at QCR include:<br> • Full-Service Commercial and Consumer Banking<br> • High-Performing Niche Business Areas:<br> • Specialty Finance Group<br> • Correspondent Banking<br> • Wealth Management Services<br>($4.5 billion in assets under management)<br>Company Overview<br>Company Overview<br>$ in millions 2019 2020 2021 2022 YTD<br>Total Assets $4,909 $5,705 $6,096 $7,393<br>Gross Loans $3,690 $4,251 $4,680 $5,798<br>Total Deposits $3,911 $4,599 $4,923 $5,821<br>Tangible Common Equity $446 $508 $594 $587<br>Loans / Deposits 94.3% 92.4% 95.0% 99.6%<br>TCE / TA 9.2% 9.0% 9.9% 8.1%<br>CET 1 Ratio 10.2% 10.6% 10.8% 9.5%<br>Total Capital Ratio 13.3% 15.0% 14.8% 13.4%<br>ROAA¹ 1.15% 1.13% 1.70% 1.63%<br>ROAE¹ 11.5% 11.2% 15.7% 14.9%<br>Net Interest Margin² 3.45% 3.44% 3.49% 3.63%<br>Efficiency Ratio¹ 64.8% 52.5% 54.6% 59.0%<br>NPAs / Assets 0.26% 0.26% 0.05% 0.33%<br>LLR / Gross Loans 0.98% 1.98% 1.68% 1.59%
---
6<br>Business Model Performance Outlook<br>Local charter autonomy attracts<br>the best bankers and clients<br>High-performing niche<br>businesses<br>Right people, infrastructure and<br>balance sheet to sustain<br>performance<br>Attractive and growing<br>mid-size metro markets<br>Diverse and growing<br>fee revenue streams<br>Long runway in<br>niche business areas<br>Agility and responsiveness to<br>clients<br>Strong and consistent loan<br>growth<br>Capacity for future M&A and<br>considered acquirer of choice<br>Relationships matter in our<br>mid-size markets<br>Upper quartile ROAA compared<br>to proxy peers<br>9-6-5 Growth Plan drives<br>continued organic growth &<br>improved efficiencies<br>Focus on growing<br>shareholder value Strong credit culture<br>EPS CAGR of 15% in last six years<br>and positioned for sustained<br>growth<br> ✓ Our business model is better.<br> ✓ Our performance is better.<br> ✓ Our future is bright.<br>QCR Investor Highlights
---
7<br>Larry J. Helling – Chief Executive Officer & Director<br>Larry J. Helling was named Chief Executive Officer of QCR Holdings in May of 2019 in addition to his duties as Chief Executive<br>Officer of Cedar Rapids Bank & Trust (CRBT). Prior to leading the creation of CRBT in 2001, he spent 18 years in executive<br>positions with Firstar Bank in Cedar Rapids, IA and Omaha National Bank in Omaha, NE. Mr. Helling is a graduate of the Cedar<br>Rapids’ Leadership for Five Seasons program and currently serves on the board of directors and trustees of the United Way of<br>East Central Iowa and the board of trustees of Junior Achievement.<br>Selected Executive Management Biographies<br>Holding Company Leadership<br>Todd A. Gipple – President, COO, CFO & Director<br>Todd A. Gipple is a Certified Public Accountant (inactive) and began his career with KPMG Peat Marwick in 1985. In 1991,<br>McGladrey & Pullen acquired the Quad Cities practice of KPMG. Mr. Gipple was named Tax Partner with McGladrey & Pullen in<br>1994 and served as the Tax Partner-in-Charge of the firm’s Mississippi Valley Practice and as one of five Regional Tax<br>Coordinators for the national firm. He specialized in Financial Institutions Taxation and Mergers and Acquisitions throughout his<br>14-year career in Public Accounting. He joined QCR Holdings in January of 2000.<br>Anne E. Howard – Senior VP & Director of Human Resources<br>Anne Howard develops human resources policies and programs for QCR Holdings, Inc. She is responsible for all areas of<br>human resource management including hiring, orientation, onboarding, employee relations, compensation, benefits, and<br>organization development. Ms. Howard joined QCR Holdings, Inc. in 2009 and has over 16 years of Human Resources<br>experience. She has a Bachelor’s degree from the University of Northern Iowa in Business Management and has obtained her<br>SHRM – SCP designation.<br>Reba K. Winter– Executive VP & Chief Information Officer<br>Reba Winter is Chief Information Officer for QCR Holdings. Ms. Winter is a seasoned senior information technology leader with<br>extensive experience in IT strategy, business intelligence, security and cloud computing. She holds an MBA from the University<br>of Iowa and a BA, Chemistry from Coe College. Ms. Winter was most recently Vice President, Information Technology at<br>Qualcomm, a global semiconductor company. Prior to Qualcomm, she spent 26 years at Rockwell Collins in Cedar Rapids, with<br>increasing leadership responsibilities to transform all areas of IT within the company.
---
John Anderson – CEO of Quad City Bank & Trust<br>As CEO, John is the driving force in the direction and continued growth of Quad City Bank & Trust. He began his career with<br>Davenport Bank & Trust and later moved to Brenton Bank, where he served as Chairman, President and CEO of the Davenport<br>operation. He currently serves as a Director for the following organizations, St. Ambrose University, Figge Art Museum, Catholic<br>Foundation for the Diocese of Davenport (CFDD), United Way of the Quad Cities.<br>Monte McNew – CEO of Guaranty Bank<br>Monte McNew is the CEO of Guaranty Bank and is a lifelong resident of the Springfield area. Active in the community, he serves<br>as a board member for Hickory Hills Country Club and Care to Learn. McNew has served on numerous local community boards,<br>including Lost & Found Grief Center, the Springfield Area Chamber of Commerce, and Discovery Center of the Ozarks. He<br>received his bachelor's in finance and MBA from Missouri State University.<br>8<br>Selected Executive Management Biographies<br>Bank Subsidiary/Market Presidents<br>Kurt Gibson – CEO of Community State Bank<br>Community State Bank CEO, President and Director Kurt Gibson has more than 30 years of experience in the banking industry<br>across Des Moines. Kurt is a graduate of Coe College where he received a bachelor’s degree in Business Administration,<br>Accounting. He enjoys giving back to the community and is currently active with organizations including the Greater Des<br>Moines Partnership, the Greater Des Moines Committee, BRAVO Great Des Moines, Iowa Association of Business and Industry<br>Economic Growth Committee.<br>James Klein – President of Cedar Rapids Bank & Trust<br>James Klein serves as President of Cedar Rapids Bank & Trust. Prior to serving as CRBT President, James most recently served as<br>CRBT Executive Vice President and Chief Lending Officer. He has 25 years of banking experience in the Cedar Rapids area. He is<br>also a graduate of the University of Iowa where he earned his BBA and MBA. He currently serves on the board of directors for<br>Theatre Cedar Rapids (Chair), Cedar Rapids Economic Alliance Policy Board, Kid’s First Iowa, and Catherine McAuley Center.
---
Company History<br>$2.4 $2.5 $2.6<br>$2.9<br>$3.5<br>$4.4<br>$4.9<br>$5.7<br>$6.1<br>$7.4<br>2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Q2<br>9<br>Acquisition:<br>Community National<br>Bancorporation<br>May 2013<br>$288M in Assets<br>Acquisition:<br>Community State Bank<br>August 2016<br>$582M in Assets<br>Acquisition:<br>Guaranty Bankshares,<br>Ltd.<br>October 2017<br>$260M in Assets<br>Acquisition:<br>Springfield Bancshares,<br>Inc.<br>July 2018<br>$576M in Assets<br>Sale:<br>Rockford Bank & Trust<br>November 2019<br>$519M in Assets<br>Total Consolidated Assets ($ in billions)<br>Source: S&P Capital IQ Pro and Company documents<br>Acquisition:<br>Guaranty Federal<br>Bancshares, Inc.<br>April 2022<br>$1.3B in Assets<br>Debt Capital Markets<br>September 2020 Subordinated Debt $50M<br>February 2019 Subordinated Debt $65M<br>Equity Capital Markets<br>May 2015 Follow-on Common<br>Stock Offering $67M<br>QCR’s long term growth plan has been tactically executed through very strong<br>organic growth supported by the capital markets and strategic acquisitions<br>Company History:<br> • Initial Public Offering in 1993<br> • Opened 3 De Novo Banks 1994 – 2005<br> • 5 regional bank acquisitions<br> • 1 specialty finance company acquisition<br> • Several follow-on equity financings and<br>debt capital markets offerings
---
Market Overview and Deposit Market Share<br>10<br>(1) Reflects numbers pre-merger with GFED<br>MSAs include Davenport-Moline-Rock Island, IA-IL, Cedar Rapids, IA,<br>Waterloo-Cedar Falls-IA, Des Moines/West Des Moines-IA, Springfield, MO.<br>All banks reflect pro forma data from acquisitions.<br>Source: S&P Capital IQ Pro and Company documents. Deposit data as of<br>6/30/21.<br> • Relationships matter and differentiate us from big<br>banks<br> • Proven ability to take market share from large, money-<br>center banks<br> • Robust commercial, industrial, and technology activity<br> • Strong demographics & highly educated workforce<br>drive steady growth<br> • Mid-sized metros<br> • 200K-500K population MSAs<br> •#3 deposit market share in combined market<br> • Ability to gain prominent market share going<br>forward<br>Demonstrated, Successful Regional Banking Model Major Competitor in Desirable Midwest Markets<br>MSA Demographics Summary<br>Market Proj. Pop Median<br>Market Branches Deposits Share Change HHI<br>MSA Rank (#) ($000) (%) (%) ($)<br>Davenport, IA 1 5 1,810,774 17.3 1.3 67,880<br>Springfield, MO 4 11 1,401,793 9.6 2.9 51,884<br>Cedar Rapids, IA 1 5 1,222,231 15.4 3.4 69,186<br>Des Moines, IA 7 9 938,429 4.2 5.0 75,962<br>Joplin, MO 9 6 202,491 4.6 1.4 51,811<br>Waterloo, IA 10 3 173,498 3.7 1.5 69,014<br>MSA Totals 39 5,749,216<br>Company Total Branches<br>2021 Deposits<br>($000)<br>Wells Fargo & Co. (CA) 36 6,506,254<br>U.S. Bancorp (MN) 40 4,904,499<br>QCR Holdings, Inc. (IL) 23 4,753,608<br>BTC Financial Corp. (IA) 22 3,987,062<br>West Bancorp. (IA) 7 2,190,404<br>Bank of America Corporation (NC) 7 2,086,852<br>Great Southern Bancorp Inc. (MO) 20 1,968,703<br>Commerce Bancshares Inc. (MO) 10 1,612,396<br>Central Bancompany Inc. (MO) 23 1,573,455<br>Great Western Bancorp (SD) 11 1,364,013<br>Top 10 Deposit Market Share in QCR’s Markets¹
---
11<br>Overview of Multi-Charter Model<br>Location and deposit data as of 6/30/22 and includes pro forma data for Guaranty Bank. Cedar Rapids Bank & Trust includes Community Bank & Trust in<br>the Cedar Valley. Source: S&P Capital IQ Pro, Company Documents<br>States/Region:<br>Iowa/Illinois<br>Quad Cities<br># Locations:<br>5<br>Deposits:<br>$1.8B<br>Market Share:<br>#1<br>Median HHI:<br>$67,880<br>States/Region:<br>Iowa<br>Cedar Rapids/Cedar<br>Valley<br># Locations:<br>8<br>Deposits:<br>$1.5B<br>Market Share:<br>#1<br>Median HHI:<br>$69,186<br>States/Region:<br>Missouri<br>Southwest Region<br># Locations:<br>17<br>Deposits:<br>$1.5B<br>Market Share:<br>#4<br>Median HHI:<br>$51,884<br>States/Region:<br>Iowa<br>Des Moines/Ankeny<br># Locations:<br>9<br>Deposits:<br>$1.0B<br>Market Share:<br>#7<br>Median HHI:<br>$75,962<br>Quad City Bank & Trust Cedar Rapids Bank & Trust<br>Guaranty Bank Community State Bank<br>We provide agile and efficient banking services by operating in mid-sized metropolitan<br>markets with very strong demographics across Illinois, Iowa and Missouri<br>The Guaranty Bank acquisition closed April 1, 2022
---
A Consistent Track Record of Asset Growth<br>12<br>$2.9<br>$3.5<br>$4.4 $4.9<br>$5.7<br>$7.4<br>71.9% 73.8% 75.0% 75.2% 74.8% 76.8% 78.5%<br>2016 2017 2018 2019 2020 2021 6/30/2022<br>Total Assets Total Loans & Leases/Total Assets<br>$6.1<br>(1) Rockford Bank & Trust assets were removed from this data. (2) Includes $289.5 million of the assets of m2 Equipment Finance, as this entity is wholly-owned by and<br>consolidated with Quad City Bank and Trust.<br>Recent Acquisitions (Assets at acquisition date ($ Millions)):<br>2016: Community State Bank ($582) 2017: Guaranty Bankshares, Ltd. ($260) 2018: Springfield Bancshares, Inc. ($576) 2022: Guaranty Federal Bancshares, Inc. ($1,223)<br>$2.1<br>29%<br>$2.0<br>27%<br>$1.2<br>16%<br>$2.0<br>28%<br>Asset Distribution by Charter as of<br>6/30/22 ($B) Total Consolidated Assets ($B) (1)<br>Asset growth has been driven by a combination of organic growth and<br>strategic acquisitions.<br>2
---
Our Strategy for Long-Term Success<br>13<br>We’ve set a simple and focused strategy for our future.<br>9-6-5 is our plan to continue to grow earnings and drive attractive long-term<br>returns for our shareholders.<br>9 – Grow loans by at least 9% per year, funded with core deposits<br>6 – Grow fee income no less than 6% per year<br>5 – Improve efficiencies and hold expense growth to no more than 5%
---
14<br>Experienced Acquiror Delivering Results<br>Demonstrated Strong Results in Prior M&A<br>$5.5<br>$9.4<br>$14.6<br>Net Income<br>CAGR: 27.6%<br>Springfield First Community Bank Community State Bank<br>$462<br>$545<br>$429<br>$667<br>$752<br>$650<br>$725<br>$883<br>$590<br>Total Loans Total Assets Core Deposits<br>CAGR<br>11.9%<br>CAGR<br>12.8%<br>CAGR<br>8.3%<br>$445<br>$594<br>$481<br>$607<br>$782<br>$673<br>$867<br>$1,169<br>$1,021<br>Total Loans Total Assets Core Deposits<br>CAGR<br>11.8%<br>CAGR<br>11.9%<br>CAGR<br>13.3%<br>$5.5<br>$9.1<br>$12.8<br>Net Income<br>CAGR: 15.1%<br>Pre-Acquisition ¹ 2021 Projection at Acquisition Post-Acquisition as of 12/31/21<br>1) Springfield First Community Bank Pre-Acquisition metrics measured at 12/31/2017, Community State Bank Pre-Acquisition metrics measured at 12/31/2015
---
15<br>A Successful, Strategic Acquiror<br> • Closed $1.3 billion asset acquisition on April 1, 2022, with subsidiary now<br>operating as Guaranty Bank<br> • Successful integration, with bank exceeding forecasted transaction metrics<br> • Combined bank is ranked #4 in deposit market share in an attractive Springfield<br>market, with the ability to grow into #1 market share over time<br>Key Attributes in M&A Targets<br>FRANCHISE FINANCIAL<br>Attractive mid-size metro markets with growth<br>opportunities Attractive TBV earn back period<br>Aligned values Accretive EPS<br>Positive brand/name recognition ROAA<br>Earnings potential Capital Ratios<br>Charter structure<br>Recent M&A Experience<br> • First Full Year EPS Accretion (2023):<br>$0.81 / 13.1%<br> • IRR: 20.4%<br> • TBV Dilution: 5.2%<br> • TBV Earn back: 2.75 years (Crossover);<br>2.71 years (Simple)<br> • TCE / TA: 9.3%<br> • CET1 Ratio: 10.1%<br> • Total RBC Ratio: 14.1%<br>Financially Compelling<br>Pro Forma Impact<br>At Announcement<br>Source: Company documents; S&P Capital IQ Pro
---
66.5%<br>64.8%<br>66.3%<br>54.1%<br>55.2%<br>64.5%<br>55.6% 56.4% 56.4%<br>55.9%<br>51.5%<br>57.3%<br>63.4% 62.5%<br>64.8%<br>52.5%<br>54.6%<br>59.0%<br>45.0%<br>50.0%<br>55.0%<br>60.0%<br>65.0%<br>70.0%<br>2017 2018 2019 2020 2021 2022 YTD<br>QCRH Peer Median QCRH Adjusted Efficiency Ratio<br>3.78%<br>3.62%<br>3.45% 3.44%<br>3.49%<br>3.63%<br>3.74%<br>3.76% 3.76%<br>3.39%<br>3.21%<br>3.12% 3.00%<br>3.25%<br>3.50%<br>3.75%<br>4.00%<br>2017 2018 2019 2020 2021 2022 YTD<br>QCRH Peer Median<br>$55<br>$36<br>$46<br>$59 $63<br>$100<br>$110<br>$2.66<br>$3.08<br>$3.66 $3.96<br>$6.27 $6.56<br>$0<br>$20<br>$40<br>$60<br>$80<br>$100<br>$120<br>2017 2018 2019 2020 2021 2022Q2<br>Adj. Net Income ($mm) Adj. EPS<br>Net Interest Margin<br>Historical Profitability<br>16<br>Adjusted Return on Average Assets<br>Adjusted Efficiency Ratio (%)<br>* Six months annualized; Note: Adjusted net income, ROAA, Efficiency Ratio exclude non-core and/or non-recurring income and expense items, primarily related to the<br>closing of the Guaranty Bank acquisition; NIM is tax equivalent yield; Proxy peer group is identified in the QCRH Proxy Statement. Peer metrics reflect the median of the peer<br>group. 2022Q2 peer median reflects companies that have reported results as of 7/29/22. Financial data as of June 30, 2022. See GAAP to non-GAAP Reconciliation<br><br><br>Adjusted Net Income<br>1.01%<br>0.98%<br>1.12% 1.08%<br>1.68%<br>1.16%<br>1.00%<br>1.34% 1.39%<br>1.14% 1.33%<br>1.17%<br>1.03% 1.06%<br>1.15%<br>1.13%<br>1.70%<br>1.63%<br>0.50%<br>0.75%<br>1.00%<br>1.25%<br>1.50%<br>1.75%<br>2.00%<br>2017 2018 2019 2020 2021 2022 YTD<br>QCRH Peer Median QCRH Adjusted ROAA
---
Deposit Growth Driven by Core Deposits<br>17<br>25% 20% 20% 25% 18% 26%<br>60% 57%<br>62%<br>65%<br>67%<br>65%<br>13%<br>16%<br>15%<br>10%<br>9%<br>9%<br>3%<br>2%<br>2%<br>$2.9<br>$3.5<br>$3.9<br>$4.6<br>$4.9<br>$5.8<br>2017 2018 2019 2020 2021 6/30/2022<br>Noninterest-bearing Deposits Interest-bearing Deposits Time Deposits Brokered Deposits<br>Note: Core deposits are defined as total deposits less brokered deposits. Rockford Bank & Trust deposits excluded from this data (bank<br>sold in 2019).<br>99% Core<br>Deposits<br>Core Deposits Represent Virtually All of<br>Total Deposits ($B) as of 6/30/22
---
38% 39% 39% 40% 34% 30%<br>44%<br>47%<br>47%<br>49% 55%<br>59%<br>5%<br>3%<br>3%<br>2%<br>1%<br>1%<br>9%<br>8%<br>8%<br>6%<br>5%<br>8%<br>4%<br>3%<br>3%<br>3%<br>2%<br>2%<br>$2.6<br>$3.3<br>$3.7<br>$4.3<br>$4.7<br>$5.8<br>2017 2018 2019 2020 2021 6/30/2022<br>Commercial & Industrial Commercial RE Direct Fin. Leases Residential RE Consumer & Other<br>Loan Growth Driven by Commercial Lending<br>18 Note: Commercial loans includes Commercial & Industrial, Commercial RE and Direct Financing Lease. Loan composition excludes deferred<br>loan/lease origination costs, net of fees. Rockford Bank & Trust is excluded from this data. Commercial RE includes multi-family and<br>construction & land development.<br>89%<br>Commercial<br>Loans<br>Commercial Loans Represent Approximately 89% of<br>the Loan Portfolio ($B) as of 6/30/22
---
How is QCR different? Our niches drive results.<br>19<br> • Fiduciary services<br> • Investment<br>management<br>services<br> • Financial planning<br> • Brokerage services<br> • 6/30/22 AUM:<br>$4.5B<br> • Competitive<br>deposit products<br>with nearly $1.3B<br>in total liquidity<br> • Safekeeping and<br>cash management<br>services<br> • 189<br>correspondent<br>banking<br>relationships<br> • Bank stock loans<br> • Consumer & retail<br>banking<br> • Complex commercial<br>lending<br> • Sophisticated treasury<br>management solutions<br> • Customized private<br>banking services<br> • Small ticket lease<br>financing (m2 Equipment<br>Finance)<br>Correspondent<br>Banking<br> • Municipal and tax<br>credit specialty<br>financing<br> • Significant floating<br>to fixed rate swap<br>revenue in tax<br>credit lending<br> • Capital markets<br>revenue averaging<br>$14M per quarter<br>for last three years<br>Specialty Finance<br>Group<br>Our High-Performing Business Niches<br>Built on top of our traditional business, our three primary niche areas<br>diversify and drive earnings power.<br>Wealth<br>Management<br>Traditional<br>Business
---
A Complex and Profitable Business: Specialty Finance Group<br>20<br>With decades of experience, our team has navigated the complexity of<br>the municipal and tax credit financing space – creating a sustainable<br>and profitable business at QCRH.<br>Our SFG business is a unique niche that offers:<br> • A strong pipeline of business for long-term sustainability and<br>growth<br> • Complex business which creates barriers to entry by competitors<br> • Room to grow this business niche
---
Specialty Finance Group: A Complex and Profitable Business<br>21<br>$0.8 $9.1<br>$26.5<br>$67.9<br>$60.5<br>$20.6<br>$0<br>$10<br>$20<br>$30<br>$40<br>$50<br>$60<br>$70<br>$80<br>2017 2018 2019 2020 2021 2022Q2<br>Fee Income<br>Fee Income Growth ($M)<br>$657.3<br>$863.3<br>$1,157.7<br>$1,632.3<br>$2,182.6<br>$2,413.0<br>$0<br>$500<br>$1,000<br>$1,500<br>$2,000<br>$2,500<br>$3,000<br>2017 2018 2019 2020 2021 2022Q2<br>Loan and Bond Balances<br>Loan and Bond Growth ($M)<br>$41.2<br>Six months annualized, Financial data as of June 30, 2022
---
SFG: Providing Municipal and Tax Credit Financing Solutions<br>22<br>$18.9 $79.9<br>$229.4<br>$564.5<br>$1,097.1<br>$1,355.9<br>$122.8<br>$205.7<br>$231.6<br>$274.5<br>$280.3<br>$234.4<br>$372.0<br>$394.6<br>$395.0<br>$472.6<br>$469.4<br>$505.5<br>$143.5<br>$183.2<br>$301.7<br>$320.7<br>$335.8<br>$317.1<br>$0<br>$500<br>$1,000<br>$1,500<br>$2,000<br>$2,500<br>$3,000<br>2017 2018 2019 2020 2021 6/30/2022<br>Low Income Housing Tax Credit Loans Historic Tax Credit Loans<br>Municipal Bonds and Loans Other<br>$657.3<br>$863.3<br>$1,157.7<br>$1,632.3<br>$2,182.6<br>Loan and Bond Growth Breakdown ($M)<br>$2,413.0<br>Note: CAGR data annualized for 2022 figures.
---
A Broad Scope of Wealth Management Services<br>23<br>The ultimate relationship business, our wealth management structure<br>and extensive scope of services cater to our clients’ needs.<br>Wealth Management &<br>Trust Services<br> • Investment management<br> • Financial planning<br> • Trust services<br> • Fiduciary services<br> • Tax services<br>Investment Center<br> • Investment management<br> • Brokerage services<br> • Services for a broad range<br>of clients<br> • Flexible model to serve at<br>the right level<br>Wealth Management<br> & Trust Services Investment Center
---
Diverse and Growing Client Relationships<br>24<br>$9.9<br>$11.4 $12.0 $12.6<br>$15.3<br>$7.5<br>$0.0<br>$2.0<br>$4.0<br>$6.0<br>$8.0<br>$10.0<br>$12.0<br>$14.0<br>$16.0<br>$18.0<br>2017 2018 2019 2020 2021 2022Q2<br>Revenue<br>* All data excludes Bates and Rockford Bank & Trust (bank sold in 2019). 6/30/2022 revenue is annualized.<br>Revenue ($M)<br>$2.5 $2.5<br>$3.1 $3.4<br>$4.2<br>$3.4<br>$0.9 $0.9<br>$1.0<br>$1.0<br>$1.2<br>$1.1<br>$0.0<br>$1.0<br>$2.0<br>$3.0<br>$4.0<br>$5.0<br>$6.0<br>2017 2018 2019 2020 2021 2022Q2<br>Trust/Inv Mgmt Brokerage/RIA<br>$4.1 $4.4<br>$5.4<br>$4.5<br>Assets Under Management ($B)<br> • Diverse wealth management solutions serving a wide range of clients.<br> • More than 1,000 new relationships added over the last three years.<br> • Majority of clients have also expanded their banking relationship with<br>QCRH.<br>$3.4 $3.4<br>$15.0*
---
Correspondent Banking<br>25<br>Our strong Correspondent Banking business provides significant liquidity<br>to fund growth.<br>$200.5 $123.9 $157.7 $277.4 $336.0 $291.4<br>$187.2 $182.0<br>$322.9<br>$425.9 $219.9 $240.7<br>$255.3 $294.0<br>$631.9<br>$1,333.7<br>$1,261.2<br>$793.2<br>$643.0 $599.9<br>$1,112.5<br>$2,037.0<br>$1,817.1<br>$1,325.3<br>$0<br>$500<br>$1,000<br>$1,500<br>$2,000<br>$2,500<br>2017 2018 2019 2020 2021 6/30/2022<br>Noninterest Bearing Interest Bearing Federal Reserve - EBA Balances<br>Correspondent Banking Deposits/Managed Funds ($M)
---
Net<br>Interest<br>Income<br>68%<br>Capital<br>Markets<br>18%<br>Wealth<br>Management<br>5%<br>Card Fees<br>2%<br>Correspondent<br>Banking<br>0.3%<br>Other<br>6%<br>Income Composition<br>26<br>75%<br>79%<br>77% 66% 59%<br>73% 25%<br>21%<br>23%<br>34%<br>41%<br>27%<br>$130<br>$167<br>$234<br>$281 $279 $287<br>$0<br>$50<br>$100<br>$150<br>$200<br>$250<br>$300<br>$350<br>2017 2018 2019 2020 2021 6/30/2022<br>Net Interest Income Noninterest Income<br>Key Components<br>of Fee Income:<br> • Capital markets revenue from<br>SFG swap fee income<br> • Wealth Management<br>Diversified fee income streams complement net interest income<br>$ in millions<br>6/30/2022 data annualized; All data excludes Rockford Bank & Trust and 2019 excludes $12.3 million gain on sale from the RB&T transaction.<br>Other includes gain on sale, BOLI, deposit service fees, and other noninterest income<br>Q2 Income Composition<br>32% Fee Income
---
Industry Diversification / Concentration<br>27<br>Loans by Sector<br>$ in thousands %<br>6/30/2022 of Total<br>Industry Sector Balance Loans<br>Real Estate and Rental and Leasing $2,955,192 51.0%<br>Construction $383,843 6.6%<br>m2 Equipment Financing $284,953 4.9%<br>Consumer $271,278 4.7%<br>Manufacturing $246,428 4.3%<br>Health Care and Social Assistance $238,617 4.1%<br>Other Services (Except Public Administration) $202,028 3.5%<br>Accommodation and Food Services $192,332 3.3%<br>Retail Trade $157,940 2.7%<br>Public Administration $148,978 2.6%<br>Wholesale Trade $148,136 2.6%<br>Agriculture, Forestry, Fishing, and Hunting $90,974 1.6%<br>Management of Companies and Enterprises $84,095 1.5%<br>Finance and Insurance $82,939 1.4%<br>Transportation and Warehousing $78,748 1.4%<br>Professional, Scientific, and Technical Services $48,168 0.8%<br>Arts, Entertainment, and Recreation $41,894 0.7%<br>Admin/Support/Waste Management/Remediation Svc $38,098 0.7%<br>Misc $27,447 0.5%<br>Information $22,564 0.4%<br>Utilities $20,313 0.4%<br>Educational Services $17,654 0.3%<br>Other/Loan Clearing/Deferred Fees $9,489 0.2%<br>Mining, Quarrying, and Oil and Gas Extraction $5,797 0.1%<br>Grand Total $5,797,903 100.0%<br> ▪ QCR has a concentration of loans in the Real<br>Estate Rental & Leasing sector ahead of an<br>otherwise diversified portfolio<br> ▪ Many of these loans are concentrated in<br>affordable housing developments<br> ▪ Low income housing tax credit loans account<br>for 11% of the portfolio<br> ▪ Classified loans make up 1.4% of the total loan<br>portfolio<br>Note: Classified loans are defined as C&I and CRE loans with internally assigned risk ratings of 7 or 8, regardless of performance<br>Source: Company documents<br>Construction and Land Development Loans<br>Industry Balance ($000) % of Total Loans<br>Low Income Housing Tax Credit 641,460 11.0%<br>Construction (Commercial) 256,622 4.4%<br>Construction (Residential) 107,798 1.9%<br>Land Development 74,792 1.3%<br>Total C&D Loans $1,080,372 18.6%<br>Classified Loans<br>Industry Balance ($000) % of Total Loans<br>C&I - Revolving Lines of Credit $3,458 0.1%<br>C&I - Other $9,606 0.2%<br>CRE - Non Owner Occupied $28,287 0.5%<br>CRE - Owner Occupied $22,834 0.4%<br>Construction & Land Development $16,633 0.3%<br>1-4 Family $805 0.0%<br>Multi-Family $1,300 0.0%<br>Consumer $125 0.0%<br>Total Classified Loans $83,048 1.4%
---
Commercial Real Estate Concentration Detail<br>28<br>CRE - Owner Occupied CRE - Non-owner occupied<br>Industry Balance ($000) % of Total Loans<br>Real Estate Other 414,484 7.1%<br>Other Non-Residential Real Estate 65,590 1.1%<br>Farm Land Under Production 63,838 1.1%<br>Real Estate - Farm 27,410 0.5%<br>Warehouse with or w/o office 17,418 0.3%<br>Farm Residence 11,725 0.2%<br>Office Building 9,705 0.2%<br>Retail 7,365 0.1%<br>Real Estate Multi-Family 4,497 0.1%<br>Church 2,232 0.0%<br>Unsecured 1,420 0.0%<br>Land-Unimproved 1,185 0.0%<br>Residence/Business Combo 1,022 0.0%<br>Business Assets 250 0.0%<br>Motel/Hotel 198 0.0%<br>Real Estate Other 198 0.0%<br>Abundance of Caution 13 0.0%<br>Grand Total 628,549 10.8%<br>CRE - Non-owner occupied<br>Industry Balance ($000) % of Total Loans<br>Real Estate Multi-Family 1,474,600 25.4%<br>Real Estate - 1-4 Family 207,216 3.6%<br>Real Estate Office 182,337 3.1%<br>Real Estate Retail 148,311 2.6%<br>Real Estate Warehouse 96,307 1.7%<br>Real Estate Hotel/Motel 73,972 1.3%<br>Assisted Living Facilities 64,850 1.1%<br> Real Estate Land Development 52,164 0.9%<br>Other Non-Residential Real Estate 49,816 0.9%<br>Real Estate Other 47,862 0.8%<br>Real Estate Single Purpose 47,724 0.8%<br>Motel/Hotel 45,788 0.8%<br>Real Estate Mixed Use 45,326 0.8%<br>5+ Family Dwelling 44,457 0.8%<br>Retail 41,292 0.7%<br>Nursing Home 38,473 0.7%<br>Real Estate - 1-4 Family 28,518 0.5%<br>Real Estate Industrial 28,168 0.5%<br>Real Estate Other 23,802 0.4%<br>Real Estate Restaurant 23,378 0.4%<br>Warehouse with or w/o office 19,825 0.3%<br>Office Building 7,283 0.1%<br>Other Assignments 4,495 0.1%<br>Cml or Industrial Equipment 2,273 0.0%<br>Other¹ 15,500 0.3%<br>Grand Total 2,813,737 48.5%<br> ▪ CRE loans represent nearly 60% of the<br>total loan portfolio<br> ▪ Approximately 20% of CRE loans are<br>owner occupied<br> ▪ Low levels of concentrated exposure<br>outside of multi-family real estate<br>(1) Other CRE Non-owner occupied loans includes concentrations under $2 million and Other loans<br>Source: Company Documents
---
Strong Credit Culture Supported by High Levels of Reserves<br>29<br>145%<br>184%<br>215%<br>404%<br>605%<br>388%<br>180% 183% 214% 194%<br>347%<br>724%<br>482%<br>2016 2017 2018 2019 2020 2021 2022Q2<br>QCRH Proxy Peers<br>1.28%<br>1.16%<br>1.07% 0.98%<br>1.98%<br>1.68%<br>1.59%<br>1.08% 1.04% 1.03%<br>0.95%<br>1.53%<br>1.46% 1.44%<br>2016 2017 2018 2019 2020 2021 2022Q2<br>QCRH Proxy Peers<br>Note: Proxy peer group is identified in the QCRH Proxy Statement. Peer metrics reflect the average of the peer group. 2022 peer average reflects<br>companies that have reported results as of 7/29/22.<br>ACL - Loans/Total Loans (%) ACL - Loans/Total NPLs (%)<br>$10.1 $8.1 $11.6<br>Amount of remaining loan discount ($MM):<br>$3.1 $7.7<br>QCRH adopted CECL on January 1, 2021.<br>$1.5 $13.0<br>2852%
---
Asset Quality<br>30<br>NPAs / Assets (%) NCOs / Average Loans (%)<br>Focused on maintaining excellent asset quality and resolving problem assets,<br>resulting in:<br> • Better than peer historical loss rates<br> • Conservative allowance for credit losses<br> • Strategy to aggressively manage problem credits<br>June 30th increase in nonperforming assets is primarily the result of two existing<br>relationships and acquired loans from the acquisition of Guaranty Bank<br>0.78%<br>0.52%<br>0.26% 0.26%<br>0.05%<br>0.33%<br>0.53% 0.56%<br>0.44% 0.48%<br>0.31%<br>0.27%<br>0.00%<br>0.25%<br>0.50%<br>0.75%<br>1.00%<br>1.25%<br>2017 2018 2019 2020 2021 2022 YTD<br>QCRH Peer Median<br>The increase in NPAs during the quarter reflect the addition of Guaranty Bank and two legacy lending relationships; Proxy peer group is identified in the<br>QCRH Proxy Statement. Peer metrics reflect the average of the peer group. 2022 peer average reflects companies that have reported results as of<br>7/29/22. Financial data as of June 30, 2022<br>0.19%<br>0.21%<br>0.11%<br>0.18%<br>0.07%<br>0.01%<br>0.22%<br>0.13% 0.13%<br>0.09% 0.09%<br>0.02%<br>0.00%<br>0.05%<br>0.10%<br>0.15%<br>0.20%<br>0.25%<br>0.30%<br>0.35%<br>0.40%<br>2017 2018 2019 2020 2021 2022 YTD<br>QCRH Peer Median
---
Top Relationships<br>$ in thousasnds<br>Industry Balance Rate<br>Depositor 1 Municipal - General $165,058 0.32%<br>Depositor 2 Municipal - Education $73,181 0.77%<br>Depositor 3 Municipal - General $64,152 0.53%<br>Depositor 4 Municipal - Education $59,106 0.55%<br>Depositor 5 Individual $50,036 0.77%<br>Depositor 6 Municipal - General $39,256 0.00%<br>Depositor 7 LIHTC Construction $38,236 0.57%<br>Depositor 8 Insurance Company $37,053 0.00%<br>Depositor 9 Correspondent Banking $35,710 0.00%<br>Depositor 10 Healthcare $34,837 0.00%<br>Depositor 11 Municipal - Education $33,832 0.70%<br>Depositor 12 Municipal - General $29,434 0.28%<br>Depositor 13 Municipal - General $27,487 0.00%<br>Depositor 14 Correspondent Banking $25,450 0.00%<br>Depositor 15 Insurance Company $25,158 0.61%<br>Depositor 16 Correspondent Banking $25,084 0.54%<br>Depositor 17 Municipal - General $24,382 0.12%<br>Depositor 18 Municipal - Education $23,608 0.00%<br>Depositor 19 Charity $23,075 0.28%<br>Depositor 20 Healthcare $19,725 0.00%<br>% of Total Deposits<br>Top 10 Concentration $596,626 10.3%<br>Top 20 Concentration $853,860 14.7%<br>Top 20 Loan Relationships Top 20 Deposit Relationships<br>31<br>$ in thousasnds Committed<br>Balance<br>Client 1 $71,759<br>Client 2 $38,658<br>Client 3 $33,195<br>Client 4 $32,679<br>Client 5 $32,617<br>Client 6 $27,324<br>Client 7 $26,414<br>Client 8 $23,877<br>Client 9 $21,830<br>Client 10 $21,638<br>Client 11 $21,500<br>Client 12 $21,493<br>Client 13 $21,492<br>Client 14 $20,896<br>Client 15 $20,769<br>Client 16 $20,072<br>Client 17 $20,018<br>Client 18 $19,998<br>Client 19 $19,519<br>Client 20 $19,495<br>% of Total Loans<br>Top 10 Concentration $329,990 5.7%<br>Top 20 Concentration $535,243 9.2%<br>Source: Company documents; Consolidated for QCR Holdings, Inc.
---
$800<br>$821<br>$803<br>$845<br>$926<br>3.66%<br>3.82%<br>3.70%<br>3.83%<br>3.91%<br>2021Q2 2021Q3 2021Q4 2022Q1 2022Q2<br>Book Value of Securities ($ millions) Total Yield on Securities (%)<br>Investment Portfolio<br>32<br>Muni<br>81%<br>MBS<br>9%<br>Corp<br>5%<br>Agency<br>3%<br>ABS<br>2%<br>Other<br>0%<br>Total Securities<br>(Book Value):<br>$926<br>Million<br>Investment Portfolio Composition – Q2 2022 ▪ QCR carried $508 million in held-to-maturity<br>(HTM) securities as of 6/30/2022<br> ▪ The average yield on the tax exempt<br>securities in the portfolio is 4.12%<br> ▪ Book value of the investment portfolio is<br>12.5% of total assets<br> ▪ Allowance for credit losses for HTM<br>investments is $198,486<br>Deploying Liquidity into Securities<br>Source: Company documents
---
Interest Rate Sensitivity and NII<br>33<br>(8.0%)<br>(3.0%)<br>2.0%<br>7.0%<br>12.0%<br>17.0%<br>22.0%<br>-100bps Shock Base +100bps Shock +200bps Shock +300bps Shock +400bps Shock<br>Year 1 Net Interest Income Changes - Parallel Shock Year 2 Net Interest Income Changes - Parallel Shock<br>QCRH is asset-sensitive and poised to benefit<br>from a rising rate environment<br> ▪ Noninterest-bearing deposits are 26% of total<br>deposits<br> ▪ The addition of Guaranty Bank’s balance sheet<br>and our positioning has enhanced our asset-<br>sensitivity (the gap between rate sensitive assets<br>and liabilities has held flat at approximately $1.0<br>billion from March 31, 2022 to June 30, 2022)<br> ▪ Majority of fixed-rate commercial and CRE loans<br>have maximum term of 5 years.<br>Base simulation data as of March 31, 2022<br>* Pro Forma with Guaranty Bank, as of 6/30/22. Any earning asset or interest-bearing liability tied to an index. Includes the impact of interest rate<br>caps and floors, where applicable. Excludes the impact of near-term cashflow from loans, bonds and CDs.<br>$2.3<br>$1.3<br>$0.0<br>$1.0<br>$2.0<br>$3.0<br>Rate Sensitive<br>Assets<br>Rate Sensitive<br>Liabilities<br>Asset Sensitive Balance Sheet ($B)
---
Strong Capital Position<br>34<br>QCRH is well-positioned for long-term success:<br> • Significantly improved capital position<br> • Sale of Rockford Bank & Trust in 2019 strengthened TCE<br> • Sub-debt raises in Feb. 2019 and Sept. 2020 bolstered total risk-based capital<br> • Lowest dividend payout ratio in peer group retains capital for strong organic<br>and M&A growth<br>9.2 9.0<br>9.9<br>8.1 8.0<br>9.5 9.5<br>10.5<br>9.6 9.5<br>10.2<br>10.6 10.8<br>9.5 9.4<br>11.0 11.3 11.5<br>10.2 10.2<br>13.3<br>15.0 14.8<br>13.4<br>14.8<br>7.0%<br>9.0%<br>11.0%<br>13.0%<br>15.0%<br>17.0%<br>2019 2020 2021 2022Q2 PRO FORMA¹<br>TCE/TA Leverage Ratio CET1 Ratio Tier 1 Ratio Total RBC Ratio<br>1) Pro Forma Capital ratios assume a gross spread of 1.50% on 10NC5 private placement and one-time offering costs of $250K; Assumes 0% of<br>proceeds down streamed to banks and 20% risk-weighting; Illustrative coupon of 5.50% for private placement with registration rights and<br>5.95% for separate 15NC10 $50M private placement with 15-year maturity (both placements issued from the holding company)
---
Liquidity, Capital, and Long-Term Debt Composition<br>35<br>Maturity Balance Sheet Notional<br>Borrowing Date Location Amount ($000)<br>QCR Holdings Capital Trust V 7/7/2028 Other Liabilities $10,000<br>Community National Trust III 9/15/2028 Other Liabilities $3,500<br>Guaranty Bankshares Statutory Trust I 9/15/2028 Other Liabilities $4,500<br>Community National Trust II 9/20/2028 Other Liabilities $3,000<br>QCR Holdings Capital Trust II 9/30/2028 Other Liabilities $10,000<br>QCR Holdings Capital Trust III 9/30/2028 Other Liabilities $8,000<br>QCR Subordinated Notes due 2029 2/15/2029 Subordinated Debt $65,000<br>QCR Subordinated Notes due 2030 9/15/2030 Subordinated Debt $50,000<br>GFED Subordinated Debt 9/30/2030 Subordinated Debt $20,000<br>Guaranty Statutory Trust II 2/23/2036 Other Liabilities $10,000<br>Source: Company documents<br>QCR has the following sources of liquidity at the holding company level as of June 30,<br>2022:<br> ▪ $9.6 million of cash and equivalents<br> ▪ $50 million line of credit<br>QCR has the following sources of liquidity as of June 30, 2022 at its bank subsidiaries:<br> ▪ $761 million of liquid assets, including overnight funds sold & short-term investments as well as<br>available/unencumbered security collateral<br> ▪ $599 million of remaining FHLB loan/bond based borrowing capacity (net of encumbered<br>collateral)<br> ▪ $1.46 billion of brokered deposit capacity<br> ▪ $680 million of fed funds availability and FRB loan based borrowing capacity<br>The Company had the following long-term debt as of June 30, 2022:
---
Details of an Additional Issuance<br>36<br> ▪ Parallel with this proposed issuance, the Company is negotiating the issuance<br>of an additional $50 million of fixed-to-floating rate subordinated notes with<br>a 15 year maturity (callable after 10 years) structure to a single investor<br> ▪ The fixed rate is expected to be 5.95%, subject to adjustment based on<br>pricing of the 10 year notes offered hereby<br> ▪ The Company plans to use the proceeds of this issuance for general<br>corporate purposes, which may include, but are not limited to, possible share<br>repurchases<br> ▪ The Company does not plan to downstream the proceeds of either issuance<br>as equity capital to any of its bank subsidiaries<br> ▪ Piper Sandler is not serving as the placement agent on the 15-year issuance
---
Summary<br>Unique Operating Model Provides Competitive Advantage<br> ▪ Local charter autonomy attracts the best bankers and clients<br> ▪ Leading market position in attractive and growing mid-size metro markets<br>Consistent Top Tier Financial Performance<br> ▪ Upper quartile returns compared to proxy peers (1.35% return on average assets since<br>end of 2018)<br> ▪ EPS CAGR of 15% in last six years and positioned for sustained growth<br> ▪ High profitability & low dividend payout ratio quickly builds core equity capital<br>Diversified Sources of Revenue<br> ▪ Diverse and growing fee revenue streams with Wealth Management, Leasing, and<br>Capital Markets business lines<br>Track Record of Successfully Integrating Acquisitions<br> ▪ Capacity for future M&A and considered acquirer of choice<br>Prudent Risk Management<br> ▪ Strong credit culture<br> ▪ Right people, infrastructure and balance sheet to sustain performance<br>37
---
38<br>QCR Holdings, Inc.<br>APPENDIX
---
Interest Coverage and Double Leverage<br>39<br>$ in thousands<br>Key Assumptions<br>Subordinated Debt Issuance Amount $100,000<br>% Down Streamed to the Banks 0%<br>Illustrative Coupon (10NC5 issuance) 5.500%<br>Illustrative Coupon Single Investor (15NC10 issuance) 5.950%<br>($ in thousands)<br>Consolidated Pro Forma Double Leverage<br>2017Y 2018Y 2019Y 2020Y 2021Y 2022Q2 YTD<br>Investment in Subsidiaries $413,062 $537,110 $585,362 $660,408 $775,056 $912,840<br>Consolidated Equity $353,287 $473,138 $535,351 $593,793 $677,010 $743,139<br>Double Leverage Ratio 116.9% 113.5% 109.3% 111.2% 114.5% 122.8%<br>Proposed Holding Company Subordinated Debt Offering $99,000<br>Pro Forma Investment in Subsidiaries $912,840<br>Pro Forma Double Leverage Ratio 122.8%<br>Consolidated Interest Coverage<br>2017Y 2018Y 2019Y 2020Y 2021Y 2022Q2 YTD<br>Total Deposit Interest $13,012 $30,675 $50,875 $23,269 $13,300 $8,662<br>Other Borrowed Interest $6,440 $9,809 $9,642 $8,154 $8,622 $5,472<br>Total Interest Expense $19,452 $40,484 $60,517 $31,423 $21,922 $14,134<br>Pre-Tax Income $40,653 $52,135 $72,027 $73,289 $121,467 $42,691<br>Interest Coverage (including deposit expense) 3.09x 2.29x 2.19x 3.33x 6.54x 4.02x<br>Interest Coverage (excluding deposit expense) 7.31x 6.32x 8.47x 9.99x 15.09x 8.80x<br>Holding Company 10NC5 Subordinated Debt Expense (5.50%) $1,375<br>Holding Company 15NC10 Subordinated Debt Expense (5.95%) $1,488<br>Pro Forma Interest Coverage¹ (including deposit expense) 3.34x<br>Pro Forma Interest Coverage¹ (excluding deposit expense) 5.78x<br>Assumes a gross spread of 1.50% on 10NC5 private placement and one-time offering costs of $250K; Assumes 0% of proceeds down streamed<br>to banks and 20% risk-weighting; Illustrative coupon of 5.50% for private placement with registration rights and 5.95% for separate 15NC10<br>$50M private placement with 15-year maturity (both placements issued from the holding company)<br>(1) Pro Forma for both issuances
---
Pro Forma Capital Ratios<br>40<br><br>June 30, 2022 Subordinated Debt June 30, 2022<br>($ in thousands) Actual Issuance Pro Forma¹<br>Total Common Equity Capital $743,138 - $743,138<br>( - ) Unrealized Gain/(Loss) on AFS Sec., net (50,074) - (50,074)<br>( - ) Deferred Tax Asset Adjustments 456 - 456<br>( - ) Intangible Assets (regulatory) 152,090 - 152,090<br>( - ) Other Tier 1 Common Adjustments - - -<br>Tier 1 Common Risk-Based Capital $640,666 - $640,666<br>( + ) Trust Preferred $48,534 - $48,534<br>( + ) Qualifying Preferred Stock - - -<br>( + ) Other Tier 1 Adjustments - - -<br>Tier 1 Risk-Based Capital $689,200 - $689,200<br>( + ) Existing Subordinated Notes $133,562 - $133,562<br>( + ) New Subordinated Notes ¹ - $99,000 99,000<br>( + ) Allowance for Loan Losses 84,722 - 84,722<br>( + ) Eligible Credit Reserves - - -<br>( + ) Other Total Capital Adjustments - - -<br>Total Risk-Based Capital $907,484 $99,000 $1,006,484<br>Average Assets for Leverage Ratio $7,171,696 $99,000 $7,270,696<br>Risk-Weighted Assets $6,770,084 $19,800 $6,789,884<br>Consolidated Capital Ratios Change from Standalone (bps)<br>TCE / TA 8.11% (11) 8.00%<br>Tier 1 Leverage Ratio 9.61% (13) 9.48%<br>Common Equity Tier 1 Ratio 9.46% (3) 9.44%<br>Tier 1 Risk-Based Capital Ratio 10.18% (3) 10.15%<br>Total Risk-Based Capital Ratio 13.40% 142 14.82%<br>Assumes a gross spread of 1.50% on 10NC5 private placement and one-time offering costs of $250K; Assumes 0% of proceeds down streamed<br>to banks and 20% risk-weighting; Illustrative coupon of 5.50% for private placement with registration rights and 5.95% for separate 15NC10<br>$50M private placement with 15-year maturity (both placements issued from the holding company)<br>(1) Pro Forma for both issuances
---
Non-GAAP Reconciliation<br>41<br><br>For the Quarter Ended For the Six Months Ended, For the Year Ended December 31,<br>($ in thousands) June 30, 2022 June 30, 2022 2021 2020 2019 2018 2017<br>Adjusted Net Income<br>Net Income (GAAP) $15,242 $38,866 $98,905 $60,582 $57,408 $43,120 $35,707<br>Less: non-core items (post-tax)<br>Income:<br>Securities gains (losses), net $0 $0 ($69) $1,962 ($22) $0 ($57)<br>Mark to Market gains (losses) on derivatives, net $342 $1,057 $135 $0 $0 $0 $0<br>Gain on sale of loan $0 $0 $28 ($210) $0 $0 $0<br>Gain on sale of RB&T $0 $0 $0 $0 $8,539 $0 $0<br>Total non-core income (non-GAAP) $342 $1,057 $94 $1,752 $8,517 $0 ($57)<br>Expense:<br>Acquisition costs $1,932 $3,394 $493 $0 $0 $1,645 $695<br>Post-acquisition compensation, transition and integration costs $3,789 $3,789 $0 $169 $2,828 $1,647 $2,802<br>Separation agreement $0 $0 $734 $0 $0 $0 $0<br>CECL Day 2 credit loss provision on acquired loans $8,651 $8,651 $0 $0 $0 $0 $0<br>CECL Day 2 credit loss provision on acquired OBD exposure $1,140 $1,140 $0 $0 $0 $0 $0<br>Disposition Costs $0 $0 $10 $545 $2,627 $0 $0<br>Tax expense on expected liquidation of RB&T BOLI $0 $0 $0 $0 $790 $0 $0<br>Losses on liability extinguishment $0 $0 $0 $3,087 $345 $0 $0<br>Goodwill Impairment $0 $0 $0 $500 $3,000 $0 $0<br>Loss on sale of subsidiary $0 $0 $0 $110 $0 $0 $0<br>Total non-core expense (non-GAAP) $15,512 $16,974 $1,237 $4,411 $9,590 $3,292 $3,497<br>Adjustment of tax expense related to the Tax Act $0 $0 $0 $0 $0 $0 $2,919<br>Adjusted net income (non-GAAP) $30,412 $54,783 $100,048 $63,241 $58,480 $46,412 $36,342<br>Adjusted Return on Average Assets<br>Adjusted net income (non-GAAP) (from above) $30,412 $54,783 $100,048 $63,241 $58,480 $46,412 $36,342<br>Average Assets $7,324,470 $6,723,137 $5,890,042 $5,604,074 $5,102,980 $4,392,121 $3,519,848<br>Adjusted return on average assets (annualized) (non-GAAP) 1.66% 1.63% 1.70% 1.13% 1.15% 1.06% 1.03%<br>Adjusted Return on Average Equity<br>Adjusted net income (non-GAAP) (from above) $30,412 $54,783 $100,048 $63,241 $58,480<br>Average Stockholders' Equity $788,204 $736,452 $637,190 $566,240 $507,409<br>Adjusted return on average equity (annualized) (non-GAAP) 15.43% 14.88% 15.70% 11.17% 11.53%
---
Non-GAAP Reconciliation<br>42<br><br>For the Quarter Ended For the Six Months Ended, For the Year Ended December 31,<br>($ in thousands) June 30, 2022 June 30, 2022 2021 2020 2019 2018 2017<br>Net Interest Margin (TEY)<br>Net interest income (GAAP) $59,400 $105,133 $178,233 $166,950 $155,559 $142,395 $116,065<br>Plus: Tax equivalent adjustment $3,396 $6,327 $10,211 $8,216 $6,727 $6,637 $9,215<br>Net interest income - tax equivalent (non-GAAP) $62,796 $111,460 $188,444 $175,166 $162,286 $149,032 $125,280<br>Less: Acquisition accounting net accretion $1,695 $1,813 $1,340 $3,271 $3,444 $5,527 $4,774<br>Adjusted net interest income $61,101 $109,647 $187,104 $171,895 $158,842 $143,505 $120,506<br>Less: PPP income $125 $655 $0 $0 $0 $0 $0<br>Adjusted net interest income, excluding PPP income $60,976 $108,992 $187,104 $171,895 $158,842 $143,505 $120,506<br>Average earning assets $6,742,095 $6,187,038 $5,398,868 $5,085,659 $4,703,289 $4,120,144 $3,314,836<br>Net interest margin (GAAP) 3.53% 3.43% 3.30% 3.28% 3.31% 3.46% 3.50%<br>Net interest margin (TEY) (Non-GAAP) 3.74% 3.63% 3.49% 3.44% 3.45% 3.62% 3.78%<br>Efficiency Ratio<br>Noninterest expense (GAAP) $54,248 $92,573 $153,702 $151,755 $155,234 $119,143 $97,424<br>Less: non-core items (pre-tax)<br>$5,786 $8,621 $624 $214 $3,580 $4,167 $4,427<br>Separation agreement $0 $0 $929 $0 $0 $0 $0<br>Disposition Costs $0 $0 $13 $690 $3,325 $0 $0<br>Tax expense on expected liquidation of RB&T BOLI $0 $0 $0 $0 $1,000 $0 $0<br>Losses on liability extinguishment $0 $0 $0 $3,908 $437 $0 $0<br>Goodwill Impairment (not tax adjusted) $0 $0 $0 $500 $3,000 $0 $0<br>Loss on sale of subsidiary $0 $0 $0 $139 $0 $0 $0<br>Total non-core noninterest expense $5,786 $8,621 $1,566 $5,451 $11,342 $4,167 $4,427<br>Adjusted noninterest expense (non-GAAP) $48,462 $83,952 $152,136 $146,304 $143,892 $114,976 $92,997<br>Net interest income (GAAP) $59,400 $105,133 $178,233 $166,950 $155,559 $142,395 $116,065<br>Noninterest income (GAAP) $22,782 $38,415 $100,422 $113,798 $78,768 $41,541 $30,482<br>Less: non-core items<br>Non-core income (pre-tax) $433 $1,338 $119 $2,218 $12,258 $0 ($72)<br>Total non-core noninterest income (non-GAAP) $22,349 $37,077 $100,303 $111,580 $66,510 $41,541 $30,554<br>Total Income $82,182 $143,548 $278,655 $280,748 $234,327 $183,936 $146,547<br>Adjusted Total Income (non-GAAP) $82,182 $142,210 $278,536 $278,530 $222,069 $183,936 $146,619<br>Efficiency Ratio (noninterest expense/total income) (Non-GAAP) 66.01% 64.49% 55.16% 54.05% 66.25% 64.77% 66.48%<br>58.97% 59.03% 54.62% 52.53% 64.80% 62.51% 63.43%<br>Acquisition costs, post-acquisition compensation, transition and<br>integration costs<br>Adjusted Efficiency Ratio (adjusted noninterest expense/adjusted<br>total income)(Non-GAAP)
---
Non-GAAP Reconciliation<br>43<br><br>For the Quarter Ended For the Year Ended December 31,<br>($ in thousands) June 30, 2022 2021 2020 2019 2018 2017<br>Tangible Common Equity to Tangible Assets Ratio<br>Stockholders' equity (GAAP) $743,138 $677,010 $593,793 $535,351 $473,138 $353,287<br>Less: Intangible assets $155,940 $83,415 $85,447 $89,717 $95,282 $37,413<br>Tangible common equity (non-GAAP) $587,198 $593,595 $508,346 $445,634 $377,856 $315,874<br>Total assets (GAAP) $7,392,941 $6,096,132 $5,705,043 $4,909,050 $4,949,710 $3,982,665<br>Less: Intangible assets $155,940 $83,415 $85,447 $89,717 $95,282 $37,413<br>Tangible assets (non-GAAP) $7,237,001 $6,012,717 $5,619,596 $4,819,333 $4,854,428 $3,945,252<br>Tangible common equity to tangible assets ratio (non-GAAP) 8.11% 9.87% 9.05% 9.25% 7.78% 8.01%
---
3551 Seventh Street<br>Moline, IL 61265<br>www.QCRH.com<br> © Copyright 2022 QCR Holdings, Inc.<br>All Rights Reserved
---