Exhibit 10.2


 


EXECUTION VERSION


 


CONNECTONE BANCORP,
INC.


 


As Issuer,


 


and


 


U.S. BANK NATIONAL
ASSOCIATION


 


As Trustee


 


INDENTURE


 


Dated as of
June 30, 2015


 


5.75% Fixed
to Floating Rate Subordinated Notes due 2025



    	 



    	



    

TABLE OF CONTENTS


 


	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	 	 
	Section 101	 	Definitions	 	1
	Section 102	 	Compliance Certificates and Opinions	 	9
	Section 103	 	Form of Documents Delivered to Trustee	 	9
	Section 104	 	Acts of Holders	 	10
	Section 105	 	Required Notices or Demands	 	11
	Section 106	 	Language of Notices	 	13
	Section 107	 	Incorporation by Reference of Trust Indenture Act; Conflicts	 	13
	Section 108	 	Effect of Headings and Table of Contents	 	13
	Section 109	 	Successors and Assigns	 	13
	Section 110	 	Severability	 	14
	Section 111	 	Benefits of Indenture	 	14
	Section 112	 	Governing Law	 	14
	Section 113	 	Legal Holidays	 	14
	Section 114	 	Counterparts; Electronic Transmission	 	14
	Section 115	 	Immunity of Certain Persons	 	14
	Section 116	 	Waiver of Jury Trial	 	15
	Section 117	 	Force Majeure	 	15
	Section 118	 	USA Patriot Act	 	15
	Section 119	 	No Sinking Fund	 	15
	Section 120	 	Rules of Construction	 	15
	 	 	 	 	 
	ARTICLE II THE SUBORDINATED NOTES	 	16
	 	 	 
	Section 201	 	Forms Generally	 	16
	Section 202	 	Definitive Subordinated Notes	 	16
	Section 203	 	Global Subordinated Notes	 	16
	Section 204	 	Restricted Subordinated Notes	 	17
	Section 205	 	Execution and Authentication	 	17
	Section 206	 	Registrar and Paying Agent	 	18
	Section 207	 	Registration of Transfer and Exchange	 	19
	Section 208	 	Exchange Offer	 	22
	Section 209	 	Mutilated, Destroyed, Lost and Stolen Subordinated Notes	 	23
	Section 210	 	Payment of Interest; Rights to Interest Preserved	 	24
	Section 211	 	Persons Deemed Owners	 	25
	Section 212	 	Cancellation	 	25
	Section 213	 	Computation of Interest	 	25
	Section 214	 	CUSIP Numbers	 	26
	 	 	 	 	 
	ARTICLE III SATISFACTION AND DISCHARGE OF INDENTURE	 	26
	 	 	 
	Section 301	 	Satisfaction and Discharge	 	26
	Section 302	 	Legal Defeasance and Covenant Defeasance	 	27
	Section 303	 	Application of Trust Money	 	30
	Section 304	 	Reinstatement	 	30




    	i



    	



    



	Section 305	 	Effect on Subordination Provisions	 	30
	 	 	 	 	 
	ARTICLE IV REMEDIES	 	31
	 	 	 
	Section 401	 	Events of Default; Acceleration	 	31
	Section 402	 	Failure to Make Payments	 	32
	Section 403	 	Trustee May File Proofs of Claim	 	33
	Section 404	 	Trustee May Enforce Claims Without Possession of Subordinated Notes	 	34
	Section 405	 	Application of Money Collected	 	34
	Section 406	 	Limitation on Suits	 	34
	Section 407	 	Unconditional Right of Holders to Payments	 	35
	Section 408	 	Restoration of Rights and Remedies	 	35
	Section 409	 	Rights and Remedies Cumulative	 	35
	Section 410	 	Delay or Omission Not Waiver	 	35
	Section 411	 	Control by Holders	 	36
	Section 412	 	Waiver of Past Defaults	 	36
	Section 413	 	Undertaking for Costs	 	36
	 	 	 	 	 
	ARTICLE V THE TRUSTEE	 	37
	 	 	 
	Section 501	 	Duties of Trustee	 	37
	Section 502	 	Certain Rights of Trustee	 	37
	Section 503	 	Notice of Defaults	 	39
	Section 504	 	Not Responsible for Recitals or Issuance of Subordinated Notes	 	40
	Section 505	 	May Hold Subordinated Notes	 	40
	Section 506	 	Money Held in Trust	 	40
	Section 507	 	Compensation and Reimbursement	 	40
	Section 508	 	Corporate Trustee Required; Eligibility	 	41
	Section 509	 	Resignation and Removal; Appointment of Successor	 	42
	Section 510	 	Acceptance of Appointment by Successor	 	43
	Section 511	 	Merger, Conversion, Consolidation or Succession to Business	 	44
	Section 512	 	Appointment of Authenticating Agent	 	44
	Section 513	 	Preferred Collection of Claims against Company	 	46
	 	 	 	 	 
	ARTICLE VI HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	46
	 	 	 
	Section 601	 	Holder Lists	 	46
	Section 602	 	Preservation of Information; Communications to Holders	 	46
	Section 603	 	Reports by Trustee	 	46
	Section 604	 	Reports by Company	 	47
	 	 	 	 	 
	ARTICLE VII SUCCESSORS	 	48
	 	 	 
	Section 701	 	Merger, Consolidation or Sale of All or Substantially All Assets	 	48
	Section 702	 	Successor Person Substituted for Company	 	49
	 	 	 	 	 
	ARTICLE VIII SUPPLEMENTAL INDENTURES	 	49
	 	 	 
	Section 801	 	Supplemental Indentures without Consent of Holders	 	49




    	ii



    	



    

	Section 802	 	Supplemental Indentures with Consent of Holders	 	50
	Section 803	 	Execution of Supplemental Indentures	 	51
	Section 804	 	Effect of Supplemental Indentures	 	51
	Section 805	 	Reference in Subordinated Notes to Supplemental Indentures	 	51
	Section 806	 	Effect on Senior Indebtedness	 	52
	Section 807	 	Conformity with Trust Indenture Act	 	52
	 	 	 	 	 
	ARTICLE IX COVENANTS	 	52
	 	 	 
	Section 901	 	Payment of Principal and Interest	 	52
	Section 902	 	Maintenance of Office	 	52
	Section 903	 	Money for Subordinated Notes Payments to Be Held in Trust	 	53
	Section 904	 	Corporate Existence	 	54
	Section 905	 	Maintenance of Properties	 	54
	Section 906	 	Waiver of Certain Covenants	 	54
	Section 907	 	Company Statement as to Compliance	 	55
	Section 908	 	Tier 2 Capital	 	55
	 	 	 	 	 
	ARTICLE X REDEMPTION OF SECURITIES	 	55
	 	 	 
	Section 1001	 	Applicability of Article	 	55
	Section 1002	 	Election to Redeem; Notice to Trustee	 	56
	Section 1003	 	Selection by Trustee of Subordinated Notes to be Redeemed	 	56
	Section 1004	 	Notice of Redemption	 	56
	Section 1005	 	Deposit of Redemption Price	 	57
	Section 1006	 	Subordinated Notes Payable on Redemption Date	 	58
	Section 1007	 	Subordinated Notes Redeemed in Part	 	58
	 	 	 	 	 
	ARTICLE XI SUBORDINATION OF SECURITIES	 	58
	 	 	 
	Section 1101	 	Agreement to Subordinate	 	59
	Section 1102	 	Distribution of Assets	 	59
	Section 1103	 	Default With Respect to Senior Indebtedness	 	61
	Section 1104	 	No Impairment	 	61
	Section 1105	 	Effectuation of Subordination Provisions	 	62
	Section 1106	 	Notice to Trustee	 	62
	Section 1107	 	Trustee Knowledge of Senior Indebtedness	 	63
	Section 1108	 	Senior Indebtedness to Trustee	 	63
	Section 1109	 	Subordination Not Applicable to Trustee Compensation	 	63




    	iii



    	



    

CROSS-REFERENCE
TABLE


 





	Trust Indenture Act Section	 	Indenture Section
	§310	(a)	(1)	 	 	508
	 	(a)	(2)	 	 	508
	 	(a)	(5)	 	 	508
	 	(b)	 	 	 	508, 509
	§311	(a)	 	 	 	505
	 	(b)	 	 	 	505
	§312	(a)	 	 	 	601
	 	(b)	 	 	 	602
	 	(c)	 	 	 	602
	§313	(a)	 	 	 	603
	 	(b)	(2)	 	 	603
	 	(c)	 	 	 	603
	 	(d)	 	 	 	603
	§314	(a)	 	 	 	604
	 	(a)	(4)	 	 	907
	 	(c)	(1)	 	 	102
	 	(c)	(2)	 	 	102
	 	(e)	 	 	 	102
	§315	(a)	 	 	 	501,502
	 	(b)	 	 	 	503
	 	(c)	 	 	 	501
	 	(d)	 	 	 	501,502
	 	(e)	 	 	 	413
	§316	(a)	 (last sentence)	 	 	101
	 	(a)	(1)(A)	 	 	402,411
	 	(a)	(1)(B)	 	 	411,412
	 	(b)	 	 	 	407
	 	(c)	 	 	 	104
	§317	(a)	 (1)(	 	 	402
	 	(a)	(2)	 	 	403
	 	(b)	 	 	 	903
	§318	(a)	 	 	 	107
	 	(b)	 	 	 	107
	 	(c)	 	 	 	107







 


Note: This Cross-Reference
table will not, for any purpose, be deemed part of this Indenture.



    	iv



    	



    


INDENTURE


 


This
INDENTURE dated as of June 30, 2015 is between ConnectOne Bancorp, Inc., a New Jersey corporation (the “Company”),
and U.S. Bank National Association, a national bank, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $50,000,000 million
in aggregate principal amount of 5.75% Fixed to Floating Rate Subordinated Notes due 2025,
subject to the terms and conditions set forth in this Indenture.


 


NOW,
THEREFORE, in order to declare the terms and conditions upon which the Subordinated Notes are authenticated, issued and delivered,
and in consideration of the premises, and of the purchase and acceptance of the Subordinated
Notes by the Holders thereof, the Company and the Trustee agree as follows for the
benefit of each other and for the benefit of the respective Holders from time to time of the Subordinated Notes.


 


ARTICLE
I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 101    Definitions.


 


Except
as otherwise expressly provided in this Indenture or unless the context otherwise requires,
the terms defined in this Section for all purposes of this Indenture, any Company Order, any Board Resolution, and any indenture
supplemental hereto will have the respective meanings specified in this Section.


 


“Act,”
when used with respect to any Holders, is defined in Section 104.


 


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


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition,
“control,” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Subordinated Note, the rules and procedures of the Depositary that apply to such transfer or exchange.


 


“Authenticating
Agent” means any Person authorized by the Trustee in accordance with Section 512 to act on behalf of the Trustee
to authenticate Subordinated Notes.



    	 



    	



    


“Authorized
Newspaper” means a newspaper, in an official language of the place of publication
or in the English language, customarily published on each day that is a Business Day in the place of publication, whether
or not published on days that are not Business Days in the place of publication, and of general
circulation in each place in connection with which the term is used or in the financial
community of each such place. Where successive publications are required to be made
in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same place
meeting the foregoing requirements and in each case on any day that is a Business Day in
the place of publication.


 


“Authorized
Officer” means each of the Chairman of the Board, the Chief Executive Officer, the President, any Senior Executive
Vice President and the Chief Financial Officer of the Company.


 


“Bankruptcy
Laws” mean Title 11, United States Code (11 U.S.C. §§101 et seq.) or any similar federal or state law for
the relief of debtors.


 


“Board
of Directors” means, as to any Person, the board of directors, or similar governing body, of such Person or any duly
authorized committee thereof.


 


“Board
Resolution” means one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered
to the Trustee.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which banking
institutions in the City of Morristown, New Jersey are authorized or obligated by
law, regulation or executive order to close.


 


“Commission”
means the U.S. Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution
of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.


 


“Common
Stock” means any and all shares of the common stock, no par value per share, of the Company, whether outstanding
on the date of this Indenture or issued thereafter, and includes, without limitation all
series and classes of such common stock.


 


“Company”
is defined in the preamble to this Indenture,


 


“Company
Request” and “Company Order” mean, respectively, a written request or order, as
the case may be, signed on behalf of the Company by an Authorized Officer and delivered to the
Trustee.


 


“Corporate
Trust Office” means the address of the Trustee specified in Section 105 or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the designated
address of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).


 


“Covenant
Defeasance” is defined in Section 302(3).



    	2



    	



    

“Defaulted
Interest” is defined in Section 210.


 


“Definitive
Subordinated Notes” means, individually and collectively, each Restricted Definitive Subordinated Note and
each Unrestricted Definitive Subordinated Note, substantially in the form of Exhibit A-l hereto, issued under this Indenture.


 


“Depositary”
means, with respect to any Subordinated Note issuable or issued in whole or in part in global form, the Person designated
as depositary by the Company in accordance with this Indenture, and any and all successors
thereto appointed as Depositary under this Indenture.


 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts
in the United States.


 


“Event
of Default” is defined in Section 401.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.


 


“Exchange
Notes” means the Subordinated Notes issued in the Exchange Offer in accordance with Section 208.


 


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


 


“Exchange
Offer Registration Statement” 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
Interest Payment Date” means January 1 and July 1 of each year, beginning January 1, 2016.


 


“Floating
Interest Payment Date” means January 1, April 1, July 1 and October 1 of each year, beginning October 1, 2020.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants, the statements and pronouncements of the
Financial Accounting Standards Board and such other statements by such other entities (including
the Commission) as have been accepted by a significant segment of the accounting profession, which are applicable at the
date of this Indenture.


 


“Global
Subordinated Notes” means, individually and collectively, each Restricted Global Subordinated Note and each
Unrestricted Global Subordinated Note, substantially in the form of Exhibit A-2 hereto, issued under this Indenture.



    	3



    	



    

“Government
Obligations” means securities which are direct obligations of the United States
in each case where the payment or payments thereunder are supported by the full faith and credit of the United States.


 


“Holder”
means the Person in whose name the Subordinated Note is registered in the Subordinated Note Register.


 


“Indenture”
means this Indenture, as amended and supplemented from time to time in accordance with its terms.


 


“Initial
Notes” means the $50,000,000 in aggregate principal amount of the Company’s
5.75% Fixed to Floating Rate Subordinated Notes due
2025 issued under this Indenture on the date hereof.


 


“Interest
Payment Date” means either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.


 


“Interest
Period” means (i) each six-month period beginning on a Fixed Interest Payment Date for the period beginning on the
original issue date of the Subordinated Notes to but excluding July 1, 2020, or (ii) each three-month period beginning on a Floating
Interest Payment Date for the period beginning July 1, 2020.


 


“Investment
Company Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters
to the effect that there is more than an insubstantial risk that the Company is or, within
90 days of the date of such legal opinion will be, considered an “investment company” that is required to be
registered under the Investment Company Act of 1940, as amended.


 


“Legal
Defeasance” is defined in Section 302(2).


 


“Letter
of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders for use by
such Holders in connection with an Exchange Offer.


 


“LIBOR”
means the rate as published by Bloomberg (or other commercially available source providing quotations of such rate as selected
by the Paying Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
an Interest Period, as the rate for Dollar deposits in the London interbank market with a three-month maturity. If such rate is
not available at such time from such source for any reason, then the rate for that Interest Period will be determined by such alternate
method as reasonably selected by the Company.


 


“Maturity”
means the date on which the principal of a Subordinated Note or an installment of principal becomes due and payable as provided
in or under this Indenture or such Subordinated Note, whether at the Stated Maturity or by
an acceleration of the maturity of such Subordinated Note in accordance with the terms of such Subordinated Note, upon redemption
at the option of the Company, upon repurchase or repayment or otherwise, and includes a Redemption Date for such Subordinated
Note and a date fixed for the repurchase or repayment of such Subordinated Note at the option of the Holder.



    	4



    	



    

“Officer”
means, with respect to any Person, the chairman of the board, vice chairman of the board,
the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, any
assistant treasurer, the controller, the secretary or any Vice President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom
must be the principal executive officer, the principal financial officer or the principal
accounting officer of the Company, that complies with the requirements of Section 102 and is delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion
meets the requirements of Section 102. The counsel may be an employee of or counsel to the
Company or any Subsidiary of the Company.


 


“Outstanding,”
when used with respect to any Subordinated Notes, means, as of the date of determination, all such Subordinated Notes theretofore
authenticated and delivered under this Indenture, except (1) any such Subordinated Note theretofore cancelled by the Trustee or
the Registrar or delivered to the Trustee or the Registrar for cancellation; (2) any such Subordinated Note
for whose payment at the Maturity thereof money in the necessary amount has been theretofore
deposited in accordance with this Indenture (other than in accordance with Section 302) with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company
will act as its own Paying Agent) for the Holders of such Subordinated Notes, provided
that, if such Subordinated Notes are to be redeemed, notice of such redemption has
been duly given in accordance with this Indenture or provision therefor satisfactory to the Trustee has been made; (3) any such
Subordinated Note with respect to which the Company has effected Legal Defeasance or
Covenant Defeasance in accordance with Section 302, except to the extent provided is Section 302; and (4) any such Subordinated
Note that has been paid in accordance with Section 209 or in exchange for or in lieu of which
other Subordinated Notes have been authenticated and delivered under this Indenture, unless there will have been presented to the
Trustee proof satisfactory to the Trustee that such Subordinated Note is held by a bona fide purchaser
in whose hands such Subordinated Note is a valid obligation of the Company; provided, however,
in all cases, that in determining whether the Holders of the requisite principal amount of Outstanding Subordinated Notes have
given any request, demand, authorization, direction, notice, consent or waiver hereunder. Subordinated Notes owned by the
Company or any Affiliate of the Company will be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee will be protected in making any such determination or relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Subordinated Notes that a Responsible Officer of the Trustee actually knows to be so owned
will be so disregarded. Subordinated Notes so owned that will have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Subordinated Notes and that the pledgee is not the Company or an Affiliate of the Company.


 


“Participating
Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.


 


“Paying
Agent” is defined in Section 206.



    	5



    	



    

“Person”
mean any individual, corporation, partnership, association, limited liability company, other
company, statutory trust, business trust, joint venture, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.


 


“Place
of Payment,” with respect to any Subordinated Note, means the place or places where
the principal of, or interest on, such Subordinated Note are payable as provided in or under this Indenture or such Subordinated
Note.


 


“Private
Placement Legend” means the legend set forth in Section 204 of this Indenture to be placed on all Subordinated
Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.


 


“Purchase
Agreement” means the Subordinated Note Purchase Agreement concerning the Subordinated Notes, dated as of June 30,
2015, by and among the Company and the purchasers identified therein.


 


“Redemption
Date” with respect to any Subordinated Note or portion thereof to be redeemed, means the date fixed for such
redemption by or under this Indenture or such Subordinated Note.


 


“Redemption
Price” with respect to any Subordinated Note or portion thereof to be redeemed, means the price at which it is to
be redeemed as determined by or under this Indenture or such Subordinated Note.


 


“Registrar”
is defined in Section 206.


 


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


 


“Regular
Record Date,” with respect to any Interest Payment date, means the close of business on the fifteenth calendar day
prior to the applicable Interest Payment Date, without regard to whether the Regular Record Date is a Business Day.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time will be such
officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and
familiarity with the particular subject and who will have direct responsibility for the administration of this Indenture.


 


“Restricted
Definitive Subordinated Note” means a Definitive Subordinated Note bearing, or that is required to bear, the Private
Placement Legend.


 


“Restricted
Global Subordinated Note” means a Global Subordinated Note bearing, or that is required to bear, the Private Placement
Legend,



    	6



    	



    

“Restricted
Subordinated Note” means a Restricted Global Subordinated Note or a Restricted Definitive Subordinated Note.


 


“Rule
144” means Rule 144 promulgated under the Securities Act.


 


“Rule
144A” means Rule 144A promulgated under the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute thereto.


 


“Senior
Indebtedness” means the principal of, and premium, if any, and interest, including interest accruing after the commencement
of any bankruptcy proceeding relating to the Company, on, or substantially similar payments
the Company makes in respect of the following categories of debt, whether that debt was outstanding on the date of execution
of this Indenture or thereafter incurred, created or assumed: (1) indebtedness of the Company evidenced by notes, debentures, or
bonds or other securities issued under the provisions of any indenture, fiscal agency agreement, debenture or note purchase
agreement or other agreement, including any senior debt securities that may be offered; (2) indebtedness of the Company for money
borrowed or represented by purchase money obligations, as defined below; (3) the Company’s obligations as lessee under leases
of property whether made as part of a sale and leaseback transaction to which it is a party or otherwise; (4) indebtedness, obligations
and liabilities of others in respect of which the Company is liable contingently or otherwise to pay or advance money or property
or as guarantor, endorser or otherwise or which it has agreed to purchase or otherwise acquire and indebtedness of partnerships
and joint ventures that is included in the Company’s consolidated financial statements; (5) reimbursement and other obligations
relating to letters of credit, bankers’ acceptances and similar obligations; (6) obligations under various hedging arrangements
and agreements, including interest rate and currency hedging agreements and swap and non-swap forward
agreements; (7) all of the Company’s obligations issued or assumed as the deferred purchase price of property or services,
but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business; and (8) deferrals, renewals
or extensions of any of the indebtedness or obligations described in clauses (1) through (7) above.


 


However,
clauses (1) through (8) above exclude: (x) any indebtedness, obligation or liability referred to in clauses (1) through (8) above
as to which, in the instrument creating or evidencing that indebtedness, obligation or liability, it is expressly provided that
the indebtedness, obligation or liability is not senior in right of payment, is junior in right of payment to, or ranks equally
in right of payment with, other specified types of indebtedness, obligations and liabilities of the Company, which other specified
types of indebtedness, obligations and liabilities of the Company include the Subordinated Notes; (y) any indebtedness, obligation
or liability that is subordinated to indebtedness, obligations or liabilities of the Company to substantially the same extent as
or to a greater extent than the Subordinated Notes are subordinated; and (z) the Subordinated
Notes and, unless expressly provided in the terms thereof, any indebtedness of the Company to its Subsidiaries.


 


As
used above, the term “purchase money obligations” means indebtedness, obligations evidenced by a note, debenture, bond
or other instrument, whether or not secured by a lien or other security interest, issued to evidence the obligation to pay or a
guarantee of the payment of, and any



    	7



    	



    

deferred
obligation for the payment of, the purchase price of property but excluding indebtedness or obligations for which recourse
is limited to the property purchased, issued or assumed as all or a part of the consideration for the acquisition of property or
services, whether by purchase, merger, consolidation or otherwise, but does not include any trade accounts payable.


 


“Significant
Subsidiary” means any Subsidiary of the Company that is a “significant subsidiary” as defined
in Rule 1-02 of Regulation S-X promulgated by the Commission (as such rule is in effect on the date of this Indenture).


 


“Special
Record Date” for the payment of any Defaulted Interest on any Subordinated Note means a date fixed in accordance
with Section 210.


 


“Stated
Maturity” means July 1, 2025.


 


“Subordinated
Note” or “Subordinated Notes” means the Initial Notes and the Exchange Notes and,
more particularly, any Subordinated Note authenticated and delivered under this Indenture,
including those Subordinated Notes issued or authenticated upon transfer, replacement or
exchange.


 


“Subordinated
Note Register” is defined in Section 206.


 


“Subordination
Provisions” means the provisions contained in Article XI or any provisions with respect to subordination contained
in the Subordinated Notes.


 


“Subsidiary”
means a corporation, a partnership, business or statutory trust or a limited liability company, a majority of the outstanding voting
equity securities or a majority of the voting membership or partnership interests, 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. For the purposes of this definition, “voting equity securities” means securities having voting power
for the election of directors, managers, managing partners or trustees, as the case may be,
whether at all times or only so long as no senior class of stock has voting power by reason of any contingency.


 


“Tax
Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect
that there is more than an insubstantial risk that interest paid by the Company on the Subordinated
Notes is not, or, within 90 days of the date of such legal opinion, will not be, deductible by the Company, in whole or
in part, for United States federal income tax purposes.


 


“Tier
2 Capital” means Tier 2 capital for purposes of capital adequacy guidelines of the Federal Reserve Board, as then
in effect and applicable to the Company.


 


“Tier
2 Capital Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters
to the effect that there is more than an insubstantial risk that the Subordinated Notes do
not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent
if the Company were subject to such capital requirement).


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.



    	8



    	



    

“Trustee”
means U.S. Bank National Association, as trustee, until a successor replaces it in accordance with the provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“United
States,” means the United States of America (including the states thereof and the District
of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“Unrestricted
Definitive Subordinated Note” means a Definitive Subordinated Note that does not bear, and is not required to bear,
the Private Placement Legend.


 


“Unrestricted
Global Subordinated Note” means a Global Subordinated Note that does not bear, and is not required to bear, the Private
Placement Legend.


 


Section 102    Compliance
Certificates and Opinions.


 


Except
as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company will furnish to the
Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the
opinion of the signers, all conditions precedent (including covenants compliance with which
constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes
a condition precedent), if any, have been complied with.


 


Each
certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’
Certificate provided under Section 907) must comply with the provisions of Section 314(e)
of the Trust Indenture Act and must include:


 


(1)        a
statement that the person making such certificate or opinion has read such covenant or condition;


 


(2)        a
brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based;


 


(3)        a
statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such condition has been satisfied; and


 


(4)        a
statement as to whether or not, in the opinion of such person, such condition has been satisfied.


 


Section 103    Form
of Documents Delivered to Trustee.


 


In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but



    	9



    	



    

one
such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several
documents.


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture or any Subordinated Note, they may, but
need not, be consolidated and form one instrument.


 


Section 104    Acts
of Holders.


 


(1)        Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by or under this Indenture to be made, given
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action will
become effective when such instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent, or of
the holding by any Person of a Subordinated Note, will be sufficient for any purpose of this Indenture and (subject to Section
501) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section.


 


(2)        The
fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner that the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine, and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.


 


(3)        The
ownership, principal amount and serial numbers of Subordinated Notes held by any Person, and the date of the commencement
and the date of the termination of holding the same, will be proved by the Subordinated Note Register.


 


(4)        The
Company may, in the circumstances permitted by the Trust Indenture Act, set a record date
for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice,
consent, waiver or take any other act authorized or permitted to be given or taken by Holders.
Unless otherwise specified, if not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such action, any such record date
will be the later of 30 days prior to the first solicitation of such consent or the date of
the most recent list of Holders furnished to the Trustee prior to such solicitation. If a record date
is fixed, the Holders on such record date, and only such Persons, will be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or other action, whether
or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent,
waiver or other action will be valid or effective if made, given or taken more than 90 days after such record date.



    	10



    	



    

(5)        Any
effective request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Subordinated
Note will bind every future Holder of the same Subordinated Note and the Holder of every
Subordinated Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done or suffered to be done by the Trustee, any Registrar, any Paying Agent or
the Company in reliance thereon, whether or not notation of such Act is made upon such Subordinated Note.


 


(6)        Without
limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard
to all or any part of the principal amount of such Note or by one or more duly appointed agents,
each of which may do so in accordance with such appointment with regard to all or any part of such principal amount. Any notice
given or action taken by a Holder or its agents with regard to different parts of such principal amount
in accordance with this paragraph will have the same effect as if given or taken by separate Holders of each such different
part.


 


(7)        Without
limiting the generality of this Section 104, a Holder, including a Depositary that is a Holder of a Global Subordinated
Note, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or under this Indenture or the Subordinated
Notes to be made, given or taken by Holders, and a Depositary that is a Holder of
a Global Subordinated Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Subordinated
Note through such Depositary’s Applicable Procedures. The Company may fix a record
date for the purpose of determining the Persons who are beneficial owners of interests in any Global Subordinated Note entitled
under the Applicable Procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other action provided
in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their
duly appointed proxy or proxies, and only such Persons, will be entitled to make, give
or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction,
notice, consent, waiver or other action will be valid or effective if made, given or taken more than 90 days after such
record date.


 


Promptly
upon any record date being set in accordance with this Section 104, the Company, at its own expense, will cause notice of
the record date, the proposed action by Holders and the expiration date to be given to the Trustee in writing and the Holders in
the manner set forth in Section 105.


 


Section 105    Required
Notices or Demands.


 


Any
notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in Person or
delivered by registered or certified mail (return receipt requested), facsimile or overnight
air courier guaranteeing next day delivery, to the other’s address:


 


If
to the Company;


 


ConnectOne Bancorp, Inc.


301 Sylvan Avenue



    	11



    	



    

Englewood Cliffs, New
Jersey 07362

Attention: Frank Sorrentino III, Chief Executive Officer

Facsimile: (201) 510-6781



 


With a copy (which shall not constitute notice to):


 


Windels Marx

120 Albany Street Plaza

Sixth Floor

New Brunswick, New Jersey 08901

Attention: Robert A. Schwartz, Esq.

Facsimile: (732) 846-8877


 


If
to the Trustee:


 


U.S. Bank National
Association, as Trustee

Corporate Trust Services

21 South Street

Morristown, New Jersey 07960

Attention: Stephanie Roche

Facsimile: (973) 682-4540



 


The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


All
notices and communications will 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 delivered by mail; on the first Business Day after being sent,
if sent by facsimile and the sender receives confirmation of successful transmission; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any
notice required or permitted to be given to a Holder under the provisions of this Indenture
will be deemed to be properly delivered by being deposited postage prepaid in a post office letter box in the United States addressed
to such Holder at the address of such Holder as shown on the Subordinated Note Register.
Any report in accordance with Section 313 of the Trust Indenture Act will be transmitted in compliance with subsection (c)
therein. If the Company delivers a notice or communication to Holders, the Company will deliver a copy to the Trustee at the same
time.


 


In
any case where notice to Holders of Subordinated Notes is delivered by mail, neither the failure to deliver such notice, nor any
defect in any notice so delivered, to any particular Holder of a Subordinated Note will affect the sufficiency of such notice with
respect to other Holders of Subordinated Notes. Any notice that is delivered in the manner
herein provided will be conclusively presumed to have been duly given or provided. In the case by reason of the suspension
of regular mail service or by reason of any other cause it will be impracticable to give such notice by mail, then such notification
as will be made with the approval of the Trustee will constitute a sufficient notification for every purpose hereunder.



    	12



    	



    



Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders of Subordinated
Notes will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


 


Notwithstanding
any other provision herein, where this Indenture provides for notice to any Holder of a Global Subordinated Note, or of an interest
therein, such notice will be sufficiently given if given to the Depositary for such Global Subordinated Note (or its designee)
according to the applicable procedures of such Depositary prescribed for giving such notice.


 


Section 106      Language
of Notices.


 


Any
request, demand, authorization, direction, notice, consent or waiver or other Act required or permitted under this Indenture will
be in the English language, except that, if the Company so elects, any published notice may be in an official language of the country
of publication.


 


Section 107      Incorporation
by Reference of Trust Indenture Act; Conflicts.


 


Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part
of this Indenture. The Trust Indenture Act term “obligor” used in this Indenture means the Company and any successor
obligor upon the Subordinated Notes.


 


All
other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by Commission rule under the Trust Indenture Act have the meanings so assigned to them as of the date of this
Indenture. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included
in this Indenture that is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture
Act, such required provision will control. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed
by Section 318(c) of the Trust Indenture Act, the duties imposed by Section 318(c) of the Trust Indenture Act will control. If
any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded,
the provisions of the Trust Indenture Act will be deemed to apply to this Indenture as so modified or will be excluded, as the
case may be.


 


Section 108      Effect
of Headings and Table of Contents.


 


The
Article and Section headings in this Indenture and the Table of Contents are for convenience only and will not affect the construction
of this Indenture.


 


Section 109      Successors
and Assigns.


 


All
the covenants, stipulations, promises and agreements in this Indenture by or on behalf of the Company or the Trustee will bind
its respective successors and permitted assigns, whether so expressed or not.



    	13



    	



    

Section 110      Severability.


 


In
case any provision in this Indenture or any Subordinated Note will be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions will not, to the fullest extent permitted by law, in any way be affected or impaired
thereby.


 


Section 111      Benefits
of Indenture.


 


Nothing
in this Indenture or any Subordinated Note, express or implied, will give to any Person, other than the parties hereto, any Registrar,
any Paying Agent and their respective successors hereunder and the Holders of Subordinated Notes, and the holders of Senior Indebtedness,
any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 112      Governing
Law.


 


This
Indenture and the Subordinated Notes will be governed by and construed in accordance with the laws of the State of New York
applicable to agreements made or instruments entered into and, in each case, performed in said state.


 


Section 113      Legal
Holidays.


 


Unless
otherwise specified in or under this Indenture or any Subordinated Notes, in any case where any Interest Payment Date, Stated Maturity
or Maturity of, or any other day on which a payment is due with respect to, any Subordinated Note will be a day that is not a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Subordinated Note other than a
provision in any Subordinated Note or in the Board Resolution, Officers’ Certificate or supplemental indenture establishing
the terms of any Subordinated Note that specifically states that such provision will apply in lieu hereof) payment need not be
made at such Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such
Place of Payment with the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Maturity or
on any such other payment date, as the case may be, and no interest will accrue on the amount payable on such date or at such time
for the period from and after such Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be,
to the next succeeding Business Day.


 


Section 114      Counterparts;
Electronic Transmission.


 


This
Indenture may be executed in several counterparts, each of which will be an original and all of which will constitute but one and
the same instrument. Any facsimile or electronically transmitted copies hereof or signature hereon will, for all purposes, be deemed
originals.


 


Section 115      Immunity
of Certain Persons.


 


No
recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Subordinated Note, or because
of any indebtedness evidenced thereby, 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



    	14



    	



    

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 the Subordinated Notes by the Holders and as part of the consideration for the issue of the Subordinated Notes.


 


Section 116      Waiver
of Jury Trial.


 


EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SUBORDINATED NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section 117      Force
Majeure.


 


In
no event will the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
will use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


 


Section 118      USA
Patriot Act.


 


The
Trustee hereby notifies the Company that in accordance with the requirements of the USA Patriot Act, it is required to obtain,
verify and record information that identifies the Company, which information includes the name and address of the Company and other
information that will allow the Trustee to identify the Company in accordance with the USA Patriot Act.


 


Section 119      No
Sinking Fund.


 


The
Subordinated Notes are not entitled to the benefit of any sinking fund.


 


Section 120      Rules
of Construction.


 


Unless
the context otherwise requires:


 


(1)        a
term has the meaning assigned to it;


 


(2)        an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)        “or”
is not exclusive;


 


(4)        words
in the singular include the plural, and in the plural include the singular;



    	15



    	



    

(5)        “including”
means including without limitation;


 


(6)        “will”
will be interpreted to express a command;


 


(7)        provisions
apply to successive events and transactions;


 


(8)        references
to sections of, or rules under, the Securities Act will be deemed to include substitute, replacement or successor sections or rules
adopted by the Commission from time to time;


 


(9)        unless
the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers
to an Article, Section or clause, as the case may be, of this Indenture; and


 


(10)      the
words “herein,” “hereof and “hereunder” and other words of similar import refer to this Indenture
as a whole and not any particular Article, Section, clause or other subdivision.


 


ARTICLE
II

THE SUBORDINATED NOTES


 


Section 201      Forms
Generally.


 


The
Subordinated Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A-l
and Exhibit A-2, as applicable, which are a part of this Indenture. The Subordinated Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). The Company will provide any such notations, legends or endorsements to the Trustee in writing. Each
Subordinated Note will be dated the date of its authentication. The terms and provisions contained in the Subordinated Notes will
constitute, and are hereby expressly made a part of this Indenture and the Company and the Trustee, by their execution and delivery
of this Indenture, agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Subordinated
Note irreconcilably conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and be
controlling.


 


Section 202      Definitive
Subordinated Notes.


 


The
Initial Notes will be issued initially in the form of one or more Definitive Subordinated Notes. The Exchange Notes will also be
issued initially in the form of one or more Definitive Subordinated Notes, unless, before the issuance of such Exchange Notes,
the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and has so notified the
Trustee, in which event the Exchange Notes will be issued in the form of one or more Global Subordinated Notes. Except as provided
in Section 207, Holders of Definitive Subordinated Notes will not be entitled to transfer Definitive Subordinated Notes in exchange
for beneficial interests in Global Subordinated Notes, and owners of beneficial interests in Global Subordinated Notes will not
be entitled to receive physical delivery of Definitive Subordinated Notes.


 


Section 203      Global
Subordinated Notes.



    	16



    	



    

Each
Global Subordinated Note issued under this Indenture will be deposited with the Trustee at its Corporate Trust Office, as custodian
for the Depositary, and registered in the name of the Depositary or the nominee thereof, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of any Global Subordinated Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. Any adjustment
of the aggregate principal amount of a Global Subordinated Note to reflect the amount of any increase or decrease in the amount
of outstanding Subordinated Notes represented thereby will be made by the Trustee in accordance with instructions given by the
Holder thereof as required by Section 207 hereof and will be made on the records of the Trustee and the Depositary.


 


Section 204      Restricted
Subordinated Notes.


 


Each
Restricted Subordinated Note and Global Restricted Note will bear a Private Placement Legend in substantially the following form:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (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 THE COMPANY, IF REQUESTED,
OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.”


 


The
Private Placement Legend set forth above will be removed and a new Subordinated Note of like tenor and principal amount without
such Private Placement Legend will be executed by the Company, and upon written request of the Company (together with an Officers’
Certificate and an Opinion of Counsel) given at least three Business Days prior to the proposed authentication date, the Trustee
will authenticate and deliver such new Subordinated Note to the respective Holder, if legal counsel to the Holder or owner of beneficial
interests requesting the removal of such Private Placement Legend deliver to the Trustee, any Registrar and Paying Agent (if a
different Person than the Trustee) and the Company an opinion of counsel in compliance with this Indenture and additionally opining
that the Subordinated Note is eligible for immediate resale, without any remaining holding period, under Rule 144 without regard
to the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities.


 


Section 205      Execution
and Authentication.


 


Subordinated
Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate
seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual
or



    	17



    	



    

facsimile.
Subordinated Notes bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers
of the Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such
offices at the date of such Subordinated Notes.


 


The
Trustee or an Authenticating Agent will authenticate and deliver the Initial Notes for original issue in an aggregate principal
amount of up to $50,000,000 upon one or more Company Orders and an Opinion of Counsel. In
addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate
authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $50,000,000
specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of Outstanding Subordinated
Notes at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 209. The Subordinated
Notes will be issued only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of
$1,000 in excess thereof.


 


The
Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture
will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in
a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken.


 


No
Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or
on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate
upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated
and delivered hereunder.


 


Section 206      Registrar
and Paying Agent.


 


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 any 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 will notify the Trustee in writing of the name and address of any Registrar or Paying Agent not a party to this Indenture.
If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee will act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.



    	18



    	



    

The
Company initially appoints the Trustee to act as the Paying Agent and Registrar for the Subordinated Notes and, in the event that
any Subordinated Notes are issued in global form, to initially act as custodian with respect to the Global Subordinated Notes.
In the event that the Trustee will not be or will cease to be Registrar with respect the Subordinated Notes, it will have the right
to examine the Subordinated Note Register at all reasonable times. There will be only one Subordinated Note Register.


 


Section 207      Registration
of Transfer and Exchange


 


(1)        Except
as otherwise provided in or under this Indenture, upon surrender for registration of transfer of any Subordinated Note, the Company
will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Subordinated Notes denominated as authorized in or under this Indenture, of a like aggregate principal amount bearing a number
not contemporaneously outstanding and containing identical terms and provisions.


 


Except
as otherwise provided in or under this Indenture, at the option of the Holder, Subordinated Notes may be exchanged for other Subordinated
Notes containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral
multiple of $1,000 in excess thereof), and of a like aggregate principal amount, upon surrender of the Subordinated Notes to be
exchanged at any office or agency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company
will execute, and the Trustee will authenticate and deliver, subject to the terms hereof, the Subordinated Notes that the Holder
making the exchange is entitled to receive.


 


All
Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes will be the valid obligations of
the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Subordinated
Notes surrendered upon such registration of transfer or exchange.


 


Every
Subordinated Note presented or surrendered for registration of transfer or for exchange or redemption will (if so required by the
Company or the Registrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar for such Subordinated Note duly executed by the Holder thereof or his attorney
duly authorized in writing.


 


No
service charge will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment
of Subordinated Notes, or any conversion or exchange of Subordinated Notes 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 the Subordinated Notes from the Holder requesting such transfer or exchange.


 


Except
as otherwise provided in or under this Indenture, the Company will not be required (i) to issue, register the transfer of or exchange
any Subordinated Notes during a period beginning at the opening of business 15 days before the day of the selection for redemption
of Subordinated Notes under Section 1003 and ending at the close of business on the day of such selection, or (ii) to register



    	19



    	



    

the
transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated
Note to be redeemed in part, the portion thereof not to be redeemed.


 


Any
Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes.
No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated
in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be
made.


 


The
Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any
transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form
with the express requirements hereof.


 


Neither
the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.


 


(2)        When
Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive
Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes
of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or
exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing.


 


(3)        A
Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated
Notes if: (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global
Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a
successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are
no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred
and is continuing with respect to the Subordinated Notes and the Depositary or its participant(s) has requested the issuance of
Definitive Subordinated Notes.



    	20



    	



    

Any
Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and
any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in
part as directed by the Depositary.


 


Upon
the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully
registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note
or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary
will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged
or replaced, in whole or in part, as provided in Section 209 hereof. Every Subordinated Note authenticated and delivered in exchange
for, or in lieu of, a Global Subordinated Note or any portion thereof, in accordance with this Section 207 or Section 209 hereof,
will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein.
A Global Subordinated Note may not be exchanged for another Subordinated Note other than as provided in this Section 207(3); however,
beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 207(4) hereof.


 


Any
Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global
Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the
Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the principal amount
thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made
on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated
Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.


 


(4)        The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary
in accordance with the Applicable Procedures and this Section 207.


 


(5)        A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company
determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company
has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee, then upon
receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer,
in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct
the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase
in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain
information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated
Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between
the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note
to



    	21



    	



    

be increased by the aggregate
principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of
the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and
the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount.


 


(6)        At
such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated
Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated
Note will be returned to or retained and canceled by the Trustee in accordance with Section 212 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes,
the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments
made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other
Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase.


 


(7)        No
Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided
in accordance with Section 208. In addition to the provisions for transfer and exchange set forth in this Section 207, the Trustee,
any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer
or exchange of any Restricted Subordinated Notes, other than an exchange in accordance with Section 208, require that legal counsel
to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying
Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally
opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated
Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend.
Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement
Legend, unless the Private Placement Legend may be omitted in accordance with Section 204, as evidenced by the Opinion of Counsel.


 


Section 208      Exchange
Offer.


 


Upon
the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt
of a Company Order in accordance with Section 205 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated
Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in
such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating
Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates
of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company,



    	22



    	



    

(ii)
one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution
of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer.
Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes,
the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly,
and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted
Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated
Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such
Exchange Offer, will be treated as a single class of securities under this Indenture.


 


Section 209      Mutilated,
Destroyed, Lost and Stolen Subordinated Notes.


 


If
any mutilated Subordinated Note is surrendered to the Trustee, subject to the provisions of this Section 209, the Company will
execute and the Trustee will authenticate and deliver in exchange therefor a new Subordinated Note containing identical terms and
of like principal amount and bearing a number not contemporaneously outstanding.


 


If
there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Subordinated Note, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either
of them harmless, then, in the absence of notice to the Company or the Trustee that such Subordinated Note has been acquired by
a bona fide purchaser, the Company will execute and, upon the Company’s request the Trustee will authenticate and deliver,
in exchange for or in lieu of any such destroyed, lost or stolen Subordinated Note, a new Subordinated Note containing identical
terms and of like principal amount and bearing a number not contemporaneously outstanding.


 


Notwithstanding
the foregoing provisions of this Section 209, in case the outstanding principal balance of any mutilated, destroyed, lost or stolen
Subordinated Note has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article
X hereof, the Company in its discretion may, instead of issuing a new Subordinated Note, pay or redeem such Subordinated Note,
as the case may be.


 


Upon
the issuance of any new Subordinated Note under this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.


 


Every
new Subordinated Note issued in accordance with this Section in lieu of any destroyed, lost or stolen Subordinated Note will constitute
a separate obligation of the Company, whether or not the destroyed, lost or stolen Subordinated Note will be at any time enforceable
by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Subordinated
Notes duly issued hereunder.



    	23



    	



    

The
provisions of this Section, as amended or supplemented in accordance with this Indenture with respect to particular Subordinated
Notes or generally, will (to the extent lawful) be exclusive and will preclude (to the extent lawful) all other rights and remedies
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Subordinated Notes.


 


Section 210      Payment
of Interest; Rights to Interest Preserved.


 


Any
interest on any Subordinated Note that will be payable, and punctually paid or duly provided for, on any Interest Payment Date
will be paid to the Person in whose name such Subordinated Note is registered as of the close of business on the Regular Record
Date for such interest.


 


Any
interest on any Subordinated Note that will be payable, but will not be punctually paid or duly provided for, on any Interest Payment
Date for such Subordinated Note (herein called “Defaulted Interest”) will cease to be payable to the
Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (1) below:


 


(1)        The
Company may elect to make payment of any Defaulted Interest to the Person in whose name such Subordinated Note will be registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest, which will be fixed in the following
manner. The Company will notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Subordinated
Note and the date of the proposed payment, and at the same time the Company will deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or will make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for
the benefit of the Person entitled to such Defaulted Interest as in this clause provided. Thereupon, the Company will fix or cause
to be fixed a Special Record Date for the payment of such Defaulted Interest, which will be no less than 15 days from the proposed
payment. The Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company),
will cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be delivered to the
Holder of such Subordinated Note at the Holder’s address as it appears in the Subordinated Note Register not less than 10
days prior to such Special Record Date. The Company may, in its discretion, in the name and at the expense of the Company cause
a similar notice to be published at least once in an Authorized Newspaper of general circulation in the City of Morristown, New
Jersey, but such publication will not be a condition precedent to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been delivered as aforesaid, such Defaulted
Interest will be paid to the Person in whose name such Subordinated Note will be registered at the close of business on such Special
Record Date.


 


Subject
to the foregoing provisions of this Section and Section 207, each Subordinated Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Subordinated Note will carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Subordinated Note.



    	24



    	



    

Section 211      Persons
Deemed Owners.


 


Prior
to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Subordinated Note is registered in the Subordinated Note Register as the owner
of such Subordinated Note for the purpose of receiving payment of principal of, and (subject to Section 207 and Section 210) interest
on, such Subordinated Note and for all other purposes whatsoever, whether or not any payment with respect to such Subordinated
Note will be overdue, and neither the Company, the Trustee or any agent of the Company or the Trustee will be affected by notice
to the contrary.


 


No
holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary will have any rights under
this Indenture with respect to such Global Subordinated Note, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Subordinated Note for all purposes whatsoever. None of the
Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Subordinated Note or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


Notwithstanding
the foregoing, nothing herein will prevent the Company, the Trustee, any Paying Agent or the Registrar from giving effect to any
written certification, proxy or other authorization furnished by the applicable Depositary, as a Holder, with respect to a Global
Subordinated Note or impair, as between such Depositary and the owners of beneficial interests in such Global Subordinated Note,
the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder of
such Global Subordinated Note.


 


Section 212      Cancellation.


 


All
Subordinated Notes surrendered for payment, redemption, registration of transfer or exchange will, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Subordinated Note, as well as Subordinated Notes surrendered
directly to the Trustee for any such purpose, will be cancelled promptly by the Trustee. The Company may at any time deliver to
the Trustee for cancellation any Subordinated Notes previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Subordinated Notes so delivered will be cancelled promptly by the Trustee, No Subordinated
Notes will be authenticated in lieu of or in exchange for any Subordinated Notes cancelled as provided in this Section, except
as expressly permitted by or under this Indenture. All cancelled Subordinated Notes held by the Trustee will be disposed of in
accordance with its procedure for the disposition of cancelled Subordinated Notes, and the Trustee upon the written request of
the Company will deliver to the Company a certificate of such disposition, unless by a Company Order the Company shall direct that
cancelled Subordinated Notes shall be returned to the Company.


 


Section 213      Computation
of Interest.


 


From
and including the original issue date of the Subordinated Notes to but excluding July 1, 2020, the rate at which the Subordinated
Notes shall bear interest shall be 5.75% per



    	25



    	



    

annum,
computed on the basis of a 360-day year consisting of twelve 30-day months and payable semiannually in arrears on Fixed Interest
Payment Dates. From and including July 1, 2020 to but excluding the Stated Maturity, the rate at which the Subordinated Notes shall
bear interest shall be a floating rate equal to LIBOR determined on the determination date of the applicable Interest Period plus
393 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears
on Floating Interest Payment Dates. Any payment of principal of or interest on the Subordinated Notes that would otherwise become
due and payable on a day which is not a Business Day will become due and payable on the next succeeding Business Day, with the
same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect
of such payment for the period after such day.


 


Section 214      CUSIP
Numbers.


 


The
Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will
promptly notify the Trustee of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including
but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that
no representation is made as to the correctness of such numbers either as printed on the Subordinated Notes or as contained in
any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers
printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers.


 


ARTICLE
III

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 301      Satisfaction
and Discharge.


 


This
Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(1)        either


 


(a)        all
Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 209 and (ii) Subordinated Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 903) have been delivered to the Trustee for cancellation; or


 


(b)        all
Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become
due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire
indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation,



    	26



    	



    

including the principal
of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become
due and payable) or to the Maturity thereof, as the case may be;


 


(2)        the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated
Notes; and


 


(3)        the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the
Trustee under Section 507 and, if money will have been deposited with the Trustee in accordance with Section 301(1)(b), the obligations
of the Company and the Trustee with respect to the Subordinated Notes under Section 303 and Section 903 will survive.


 


Section 302      Legal
Defeasance and Covenant Defeasance.


 


(1)        The
Company may at its option and at any time, elect to have Section 302(2) or Section 302(3) be applied to such Outstanding Subordinated
Notes upon compliance with the conditions set forth below in this Section 302. Legal Defeasance and Covenant Defeasance may be
effected only with respect to all, and not less than all, of the Outstanding Subordinated Notes.


 


(2)        Upon
the Company’s exercise of the above option applicable to this Section 302(2), the Company will be deemed to have been discharged
from its obligations with respect to such Outstanding Subordinated Notes on the date the conditions set forth in clause (4) of
this Section 302 are satisfied (“Legal Defeasance”). For this purpose. Legal Defeasance means that the
Company will be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Subordinated Notes,
which will thereafter be deemed to be “Outstanding” only for the purposes of Section 302(5) and the other Sections
of this Indenture referred to in clauses (i) through (iv) of this paragraph, and to have satisfied all of its other obligations
under such Subordinated Notes and this Indenture insofar as such Subordinated Notes are concerned (and the Trustee, at the expense
of the Company, will execute proper instruments acknowledging the same), except for the following which will survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Subordinated Notes to receive, solely from the
trust fund described in Section 302(4)(a) and as more fully set forth in this Section 302 and Section 303, payments in respect
of the principal of and interest, if any, on, such Subordinated Notes when such payments are due, (ii) the obligations of the Company
and the Trustee with respect to such Subordinated Notes under Section 207, Section 209, Section 902 and Section 903, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 302 and Section 303. The Company
may exercise its option under this Section 302(2) notwithstanding the prior exercise of its option under Section 302(3) with respect
to such Subordinated Notes.


 


(3)        Upon
the Company’s exercise of the above option applicable to this Section 302(3), the Company will be released from its obligations
under clauses (ii) and (iii) of



    	27



    	



    

Section 904 and under
Section 905, Section 906 and Section 907 on and after the date the conditions set forth in Section 302(4) are satisfied (“Covenant
Defeasance”), and such Subordinated Notes will thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any
such covenant, but will continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
Covenant Defeasance means that with respect to such Outstanding Subordinated Notes, the Company may omit to comply with, and will
have no liability in respect of. any term, condition or limitation set forth in any such Section or any such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to
comply will not constitute a default, but, except as specified above, the remainder of this Indenture and such Subordinated Notes
will be unaffected thereby.


 


(4)        The
following will be the conditions to application of Section 302(2) or Section 302(3) to any Outstanding Subordinated Notes:


 


(a)        The
Company will irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 508 who will agree to comply with the provisions of this Section 302 applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders,
(i) an amount in Dollars, (ii) Government Obligations that through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and interest,
if any, on such Subordinated Notes, money or (iii) a combination thereof, in any case, in an amount, sufficient, without consideration
of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which will be applied by the Trustee
(or other qualifying trustee) to pay and discharge, the principal of and interest, if any, on, such Outstanding Subordinated Notes
on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption Date, as the case
may be.


 


(b)        Such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture
or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound.


 


(c)        No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Subordinated
Notes will have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section
302(2), no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, under Section
401 will have occurred and be continuing at any time during the period ending on and including the 91st day after the
date of such deposit (it being understood that this condition to Legal Defeasance under Section 302(2) will not be deemed satisfied
until the expiration of such period),



    	28



    	



    

(d)        In
the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of independent counsel will confirm that, the Holders of such Outstanding Subordinated Notes
will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred.


 


(e)        In
the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to
the Trustee to the effect that the Holders of such Outstanding Subordinated Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.


 


(f)        The
Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the Legal Defeasance or Covenant Defeasance, as the case may be, under this Indenture have been satisfied.


 


(g)        If
the moneys or Government Obligations or combination thereof, as the case may be, deposited under Section 302(4)(a) above are sufficient
to pay the principal of, and interest, if any, on, such Subordinated Notes provided such Subordinated Notes are redeemed on a particular
Redemption Date, the Company will have given the Trustee irrevocable instructions to redeem such Subordinated Notes on such date
and to provide notice of such redemption to Holders as provided in or under this Indenture.


 


(h)        The
Trustee will have received such other documents, assurances and Opinions of Counsel as the Trustee will have reasonably required.


 


(5)        Subject
to the provisions of the last paragraph of Section 903, all money and Government Obligations deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 302(5), the “Trustee”) in accordance with
Section 302(4)(a) in respect of any Outstanding Subordinated Notes will be held in trust and applied by the Trustee, in accordance
with the provisions of such Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent
(other than the Company or any Subsidiary or Affiliate of the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of all sums due and to become due thereon in respect of principal and interest but such money and Government Obligations
need not be segregated from other funds, except to the extent required by law.


 


The
Company will pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government
Obligations deposited in accordance with this Section 302 or the principal or interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Subordinated Notes.



    	29



    	



    

Section 303      Application
of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 903, all money and Government Obligations deposited with the Trustee in accordance
with Section 301 or Section 302 will be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated
Notes subject to discharge under Section 301 or Legal Defeasance or Covenant Defeasance under Section 302, and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company, acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has or Government Obligations
have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other
funds, except to the extent required by law.


 


Section 304      Reinstatement.


 


If
the Trustee (or other qualifying trustee appointed in accordance with Section 302(4)(a)) or any Paying Agent is unable to apply
any moneys or Government Obligations deposited in accordance with Section 301(1) or Section 302(4)(a) to pay any principal of,
or interest, if any, on, the Subordinated Notes by reason of any legal proceeding or any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture
and the Subordinated Notes will be revived and reinstated as though no such deposit had occurred, until such time as the Trustee
(or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the principal
of, and interest, if any, on the Subordinated Notes as contemplated by Section 301 or Section 302 as the case may be; provided,
however, that if the Company makes any payment of the principal of, or interest if any on, the Subordinated Notes following the
reinstatement of its obligations as aforesaid, the Company will be subrogated to the rights of the Holders of such Subordinated
Notes to receive such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent.


 


Section 305      Effect
on Subordination Provisions.


 


The
provisions of Article XI are expressly made subject to the provisions for, and to the right of the Company to effect, the satisfaction
and discharge of all of the Subordinated Notes as set forth in and in accordance with Section 301 and the provisions for, and
to the right of the Company to effect, Legal Defeasance and Covenant Defeasance of all of the Subordinated Notes as set forth
in and in accordance with Section 302. As a result, and anything herein to the contrary notwithstanding, if the Company complies
with the provisions of Section 301 to effect the satisfaction and discharge of the Subordinated Notes or complies with the provisions
of Section 302 to effect the Legal Defeasance or Covenant Defeasance, upon the effectiveness of such satisfaction and discharge
in accordance with Section 301 or of Legal Defeasance or Covenant Defeasance in accordance with Section 302, in the case of satisfaction
and discharge in accordance with Section 301, or, in the case of Legal Defeasance or Covenant Defeasance in accordance with Section
302, the Subordinated Notes as to which Legal Defeasance or Covenant Defeasance, as the case may be, will have become effective
will thereupon cease to be so subordinated in right of payment to the Senior Indebtedness and will no longer be subject to the
provisions of Article XI and, without limitation to the foregoing, all moneys and Government Obligations deposited with the Trustee
(or other qualifying trustee) in trust in connection with such satisfaction and discharge. Legal 



    	30



    	



    

Defeasance or Covenant Defeasance,
as the case may be, and all proceeds therefrom may be applied to pay the principal of, and interest, if any, on, such Subordinated
Notes as and when the same will become due and payable notwithstanding the provisions of Article XI without regard to whether
any or all of the Senior Indebtedness then outstanding will have been paid or otherwise provided for.


 


ARTICLE
IV

REMEDIES


 


Section 401      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 will be voluntary or involuntary or be effected by operation of law or in accordance with any judgment, decree, or order of
any court or any order, rule, or regulation of any administrative or governmental body):


 


(1)        the
entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary
case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United
States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period
of 60 consecutive days;


 


(2)        the
commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter
in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or
order for relief in an involuntary case or proceeding under any such law;


 


(3)        the
failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due
and payable, and the continuation of such failure for a period of 30 days;


 


(4)        the
failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become
due and payable under this Indenture;


 


(5)        the
failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes
or in this Indenture, and the continuation of such failure for a period of 60 days after the date on which notice specifying such
failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same,
will have been given, in the manner set forth in Section 105, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 35% in aggregate principal amount of the Subordinated Notes at the time Outstanding; or the default
by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an aggregate
principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or is created or incurred in the future,
which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the
expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and payable
prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such indebtedness
having been discharged or, in the



    	31



    	



    

 case of clause (ii), without such indebtedness having been discharged or such acceleration having
been rescinded or annulled.


 


Upon
becoming aware of any Event of Default, the Company will promptly deliver to the Trustee a written statement specifying the Event
of Default.


 


If
an Event of Default described in Section 401(1) or Section 401(2) occurs, then the principal amount of all of the Outstanding
Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes will become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holder, and the Company waives demand,
presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because
the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event
of Default described in Section 401(1) or Section 401(2), neither the Trustee nor any Holder may accelerate the Maturity of the
Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due
and payable.


 


If
any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy to collect the payment of
principal of, and interest on, the Subordinated Notes or to enforce the performance of any provision of the Subordinated Notes
or this Indenture.


 


Section 402      Failure
to Make Payments.


 


If
an Event of Default described in Section 401(3) or Section 401(4) occurs, the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Subordinated Notes, the whole amount then due and payable with respect to
such Subordinated Notes, with interest upon the overdue principal, and, to the extent permitted by applicable law, upon any overdue
installments of interest at the rate or respective rates, as the case may be, provided for or with respect to such Subordinated
Notes or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by
such Subordinated Notes, and, in addition thereto, such further amount of money as will be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and all other amounts due to the Trustee under Section 507.


 


If
the Company fails to pay the money it is required to pay the Trustee, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute .such proceeding to
judgment or final decree, and may enforce the same against the Company or any other obligor upon such Subordinated Notes and collect
the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, wherever situated.


 


The
Trustee may proceed to protect and enforce its rights and the rights of the Holders of Subordinated Notes by such appropriate
judicial proceedings as the Trustee will deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other proper remedy.



    	32



    	



    


Upon
the occurrence of a failure by the Company to make any required payment of principal or interest on the Subordinated Notes, the
Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to the Subordinated Notes, or make
any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than: (i) any dividends or distributions
in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock;
(ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance
of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result
of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s
capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares
of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common
stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend
reinvestment plans.


 


Section 403      Trustee
May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company (or any other obligor upon the Subordinated Notes), its property or its
creditors, the Trustee will be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.
In particular, the Trustee will be authorized to


 


(1)        file
and prove a claim for the whole amount, or such lesser amount as may be provided for in the Subordinated Notes, of the principal
and interest owing and unpaid in respect of such Subordinated Notes and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents or counsel) and of the Holders of such Subordinated Notes allowed in such judicial proceeding,
and


 


(2)        collect
and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee will consent to the making of such payments directly to
the Holders and to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements, and advances
of the Trustee, its agents and counsel, and any other amounts due hereunder.


 


No
provision of this Indenture will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment, or composition affecting the Subordinated Notes or the rights
of any Holder or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; 



    	33



    	



    

provided, however,
the Trustee may vote on behalf of the Holders for the election of a trustee in bankruptcy or similar official and may be a member
of a creditors, or other similar committee.


 


Section 404      Trustee
May Enforce Claims Without Possession of Subordinated Notes.


 


All
rights of action and claims under this Indenture or the Subordinated Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Subordinated Notes or the production of such Subordinated Notes in any related proceeding, and any
such proceeding instituted by the Trustee will be brought in its own name as trustee of an express trust, and any recovery of
judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements, and advances of the Trustee,
its agents, and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 


Section 405      Application
of Money Collected.


 


Any
money collected by the Trustee in accordance with this Article IV or, after an Event of Default, any money or other property distributable
in respect of the Company’s obligations under this Indenture will be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal or any interest, upon presentation
of the Subordinated Notes and the notation on such Subordinated Notes of the payment if only partially paid and upon surrender
of such Subordinated Notes if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee, acting in any capacity hereunder, (including any predecessor trustee) under Section
507;


 


SECOND:
To the payment of amounts then due and unpaid to the holders of Senior Indebtedness, to the extent required under the Subordination
Provisions established with respect to the Subordinated Notes;


 


THIRD:
To the payment of the amounts then due and unpaid for principal of and any interest on the Subordinated Notes in respect of which
or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the
aggregate amounts due and payable on such Subordinated Notes for principal and interest, respectively; and


 


FOURTH:
The balance, if any, to the Person or Persons entitled thereto.


 


Section 406      Limitation
on Suits.


 


No
Holder of any Subordinated Note will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:


 


(1)        such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Subordinated Notes;


 


(2)        the
Holders of not less than 35% in aggregate principal amount of the Outstanding Subordinated Notes will have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture;



    	34



    	



    


(3)        such
Holder or Holders have offered to the Trustee security and indemnity reasonably satisfactory to the Trustee against the costs,
expenses, and liabilities to be incurred in compliance with such request;


 


(4)        the
Trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to institute any such proceeding;
and


 


(5)        no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in the aggregate principal amount of the Outstanding Subordinated Notes;


 


it being understood and intended that
no one or more of such Holders will have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb, or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner provided in this
Indenture and for the equal and ratable benefit of all of such Holders.


 


Section 407      Unconditional
Right of Holders to Payments.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Subordinated Note will have the right, which is absolute and unconditional,
to receive payment of the principal of and (subject to Section 207 and Section 210) any interest on such Subordinated Note on
the respective Stated Maturity or Maturities expressed in such Subordinated Note (or, in the case of redemption, on the Redemption
Date), and to institute suit for the enforcement of any such payment and such rights will not be impaired without the consent
of such Holder.


 


Section 408      Restoration
of Rights and Remedies.


 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and
in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders will be restored
severally and respectively to their former positions under this Indenture, and thereafter all rights and remedies of the Trustee
and the Holders will continue as though no such proceeding had been instituted.


 


Section 409      Rights
and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Subordinated Notes in
the last paragraph of Section 209, no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given under this Indenture or now or in the future existing at law
or in equity or otherwise. The assertion or employment of any right or remedy under this Indenture, or otherwise, will not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 410      Delay
or Omission Not Waiver.



    	35



    	



    


No
delay or omission of the Trustee or of any Holder of any Subordinated Notes to exercise any right or remedy accruing upon any
Event of Default will impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 411      Control
by Holders.


 


The
Holders of a majority in aggregate principal amount of the Outstanding Subordinated Notes will have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Subordinated Notes, provided that


 


(1)        such
direction will not violate any rule of law or this Indenture or the Subordinated Notes.


 


(2)        the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


(3)        the
Trustee will have the right to decline to follow any such direction if the Trustee in good faith will, determine that the proceeding
so directed would involve the Trustee in personal liability.


 


Section 412      Waiver
of Past Defaults.


 


The
Holders of not less than a majority in aggregate principal amount of the Outstanding Subordinated Notes may on behalf of the Holders
of all the Subordinated Notes waive any past default under this Indenture and its consequences, except a default in the payment
of the principal of, or interest on, any Subordinated Note, or in respect of a covenant or provision of this Indenture which under
Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Note.


 


Upon
any such waiver, such default will cease to exist, and any Event of Default arising from such default will be deemed to have been
cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any consequent
right.


 


Section 413      Undertaking
for Costs.


 


All
parties to this Indenture agree, and each Holder of any Subordinated Notes by his acceptance of such Subordinated Notes will be
deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section
413 will not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 35% in principal amount of the 



    	36



    	



    

Outstanding Subordinated Notes,
or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest, if any, on any Subordinated
Notes on or after the Stated Maturity or Maturities expressed in such Subordinated Notes (or, in the case of redemption, on or
after the Redemption Date).


 


ARTICLE
V

THE TRUSTEE


 


Section 501      Duties
of Trustee.


 


(1)        If
an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it hereby,
and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


(2)        Except
during the continuance of an Event of Default:


 


(a)        the
duties of the Trustee will be determined solely by the express provisions hereof and the Trustee need perform only those duties
that are specifically set forth herein and no others, and no implied covenants or obligations will be read into this Indenture
against the Trustee; and


 


(b)        in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements hereof;
however, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements hereof
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(3)        Whether
or not therein expressly so provided, every provision hereof that in any way relates to the Trustee is subject to paragraphs (1)
and (2) of this Section 501 and to Section 502.


 


(4)        No
provision hereof will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has
offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense.


 


(5)        The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


Section 502      Certain
Rights of Trustee.


 


Subject
to Section 315(a) through Section 315(d) of the Trust Indenture Act:



    	37



    	



    


(1)        the
Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties;


 


(2)        any
request or direction of the Company mentioned herein will be sufficiently evidenced by a Company Request or a Company Order (unless
other evidence in respect therof be herein specifically prescribed) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;


 


(3)        whenever
in the administration of this Indenture the Trustee will deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence will be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officers’ Certificate or Opinion of Counsel, or both, which will comply
with Section 102;


 


(4)        before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon. The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.


 


(5)        the
Trustee will be under no obligation to exercise any of the rights or powers vested in it by or under this Indenture at the request
or direction of any Holder(s) under this Indenture, unless such Holder(s) will have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request
or direction;


 


(6)        the
Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee will determine to make such further inquiry or investigation, it will be entitled
to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by
agent or attorney, at the sole cost of the Company and will incur no liability or additional liability of any kind by reason of
such inquiry or investigation;


 


(7)        the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;



    	38



    	



    


(8)        the
Trustee will not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(9)        in
no event will the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action;


 


(10)      the
Trustee will not be required to take notice or be deemed to have notice of any Event of Default, except failure by the Company
to pay or cause to be made any of the payments required to be made to the Trustee, unless a Responsible Officer shall receive
by a writing of such default by the Company or by the Holders of at least 35% in aggregate principal amount of the then Outstanding
Subordinated Notes delivered to the Corporate Trust Office of the Trustee and in the absence of such notice so delivered the Trustee
may conclusively assume no Event of Default exists;


 


(11)      the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed or appointed to act hereunder;


 


(12)      the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions under this Indenture;


 


(13)      the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


(14)     the
Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder nor
for any information used in connection with such calculation; and


 


(15)      in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


Section 503      Notice
of Defaults.


 


Within
90 days after the Trustee is notified of the occurrence of any default hereunder with respect to the Subordinated Notes, the Trustee
will deliver to all Holders entitled to receive reports in accordance with Section 603(3), notice of such default hereunder known
to the Trustee, unless such default will have been cured or waived; provided, however, that, except in the case of a default in
the payment of the principal of or interest, if any, on, any Subordinated Note, the Trustee will be protected in withholding such
notice if and so long as the Trustee in good faith determine that the withholding of such notice is in the best interest of the
Holders. For the purpose of this 



    	39



    	



    

Section, the term “default” means any event that is, or after notice or lapse of
time or both would become, an Event of Default with respect to Subordinated Notes.


 


Section 504      Not
Responsible for Recitals or Issuance of Subordinated Notes.


 


The
recitals contained herein and in the Subordinated Notes, except the Trustee’s certificate of authentication, will be taken
as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Subordinated Notes, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Subordinated Notes
and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility on Form T-1 supplied
to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent will be accountable for the use or application by the Company of the Subordinated Notes or the proceeds thereof. The Trustee
will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Subordinated Notes,
it will not be accountable for the Company’s use of the proceeds from the Subordinated Notes or any money paid to the Company
or upon the Company’s direction under any provision hereof, it will not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein
or any statement in the Subordinated Notes or any other document in connection with the sale of the Subordinated Notes or under
this Indenture other than its certificate of authentication.


 


Section 505      May
Hold Subordinated Notes.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other Person that may be an agent of the Trustee or
the Company, in its individual or any other capacity, may become the owner or pledgee of Subordinated Notes and, subject to Section
310(b) and Section 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights that it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other Person.


 


Section 506      Money
Held in Trust.


 


Except
as provided in Section 302(5), Section 303 and Section 903, money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law and will be held uninvested. The Trustee will be under no liability for
interest on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section 507      Compensation
and Reimbursement.


 


The
Company agrees:


 


(1)        to
pay to the Trustee from time to time compensation as agreed in writing among the parties hereto for all services rendered by the
Trustee acting in any capacity hereunder (which compensation will not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);



    	40



    	



    


(2)        except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to the Trustee’s gross negligence or willful misconduct; and


 


(3)        to
indemnify each of the Trustee acting in any capacity or any predecessor Trustee and their agents for, and to hold them harmless
against, any loss, liability or expense (including, without limitation, the reasonable fees and disbursements of the Trustee’s
agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or determined by
the income of the Trustee), arising out of or in connection with the acceptance or administration of its duties hereunder, including
the costs and expenses of enforcing this Indenture against the Company (including this Section 507) and defending itself against
any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or
performance of any of their powers or duties hereunder, or in connection with enforcing the provisions of this Section, except
to the extent that any such loss, liability or expense was due to the Trustee’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final, non-appealable order.


 


The
obligations of the Company under this Section 507 will survive the satisfaction and discharge of this Indenture.


 


As
security for the performance of the obligations of the Company under this Section, the Trustee will have a lien prior to the Subordinated
Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal
of, or interest on. Subordinated Notes. Such lien will survive the satisfaction and discharge hereof.


 


Any
compensation or expense incurred by the Trustee after a default specified by Section 401 is intended to constitute an expense
of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 507
will include any predecessor Trustee, but the negligence or bad faith of any Trustee will not affect the rights of any other Trustee
under this Section 507. The provisions of this Section 507 will, to the extent permitted by law, survive any termination of this
Indenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of
the Trustee.


 


Section 508      Corporate
Trustee Required; Eligibility.


 


(1)        There
will at all times be a Trustee hereunder that is a corporation, organized and doing business under the laws of the United States,
any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under
an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 and is subject to supervision or examination by federal
or state authority. The Trustee will also satisfy the requirements of Section 310(a)(5) of the Trust Indenture Act. If at any
time the Trustee will cease to be eligible in accordance with the provisions of this Section, it will resign immediately in the
manner and with the effect hereinafter specified in this Article,



    	41



    	



    


(2)        The
Trustee will comply with Section 310(b) of the Trust Indenture Act; provided, however, that there will be excluded from the operation
of Section 310(b)(1) of the Trust Indenture Act this Indenture or any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion
set forth in Section 310(b)(1) of the Trust Indenture Act are met.


 


Section 509      Resignation
and Removal; Appointment of Successor.


 


(1)        No
resignation or removal of the Trustee and no appointment of a successor Trustee in accordance with this Article V will become
effective until the acceptance of appointment by the successor Trustee in accordance with Section 510.


 


(2)        The
Trustee may resign at any time with respect to the Subordinated Notes by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 510 will not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may, at the Company’s expense, petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(3)        The
Trustee may be removed at any time with respect to the Subordinated Notes by Act of the Holders of a majority in principal amount
of the Outstanding Subordinated Notes, delivered to the Trustee and the Company.


 


If
at any time:


 


(a)        the
Trustee will fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect
to Subordinated Notes after written request therefor by the Company or any Holder who has been a bona fide Holder for at least
six months,


 


(b)        the
Trustee will cease to be eligible under Section 508 and will fail to resign after written request therefor by the Company or any
such Holder, or


 


(c)        the
Trustee will become incapable of acting or will be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
will be appointed or any public officer will take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) the Company,
by or in accordance with a Board Resolution, may remove the Trustee with respect to the Subordinated Notes, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Subordinated Notes and the appointment of a successor Trustee or Trustees.


 


(4)        If
the Trustee will resign, be removed or become incapable of acting, or if a vacancy will occur in the office of Trustee for any
cause, with respect to the Subordinated Notes, the Company, by or in accordance with a Board Resolution, will promptly appoint
a successor Trustee or Trustees with respect to the Subordinated Notes and will comply with the 



    	42



    	



    

applicable requirements of Section
510. If, within one year after such appointment, a successor Trustee with respect to the Subordinated Notes will be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Notes delivered to the Company and the
retiring Trustee, the successor Trustee so appointed will, forthwith upon its acceptance of such appointment in accordance with
the applicable requirements of Section 510, become the successor Trustee with respect to the Subordinated Notes and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Subordinated Notes will
have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 510, any Holder
who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Subordinated Notes.


 


(5)        The
Company will give notice of each resignation and each removal of the Trustee with respect to the Subordinated Notes and each appointment
of a successor Trustee with respect to the Subordinated Notes by delivering written notice of such event by first-class mail,
postage prepaid, to the Holders as their names and addresses appear in the Subordinated Note Register. Each notice will include
the name of the successor Trustee with respect to the Subordinated Notes and the address of its Corporate Trust Office.


 


Section 510      Acceptance
of Appointment by Successor.


 


(1)        Upon
the appointment hereunder of any successor Trustee with respect to all Subordinated Notes, such successor Trustee so appointed
will execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee will become effective and such successor Trustee, without any further act,
deed or conveyance, will become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but,
on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges, will execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject
to Section 903, will duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 507.


 


(2)        Upon
the appointment hereunder of any successor Trustee with respect to the Subordinated Notes, the Company, the retiring Trustee and
such successor Trustee will execute and deliver an indenture supplemental hereto wherein each successor Trustee will accept such
appointment and which (i) will contain such provisions as will be necessary or desirable to transfer and confirm to, and to vest
in. such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Subordinated
Notes, (ii) if the retiring Trustee is not retiring with respect to all Subordinated Notes, will contain such provisions as will
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Subordinated Notes will continue to be vested in the retiring Trustee, and (iii) will add to or change any of the provisions
of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture will constitute such Trustees co-trustees of
the same trust, that each such Trustee will be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee will be 



    	43



    	



    

responsible for any notice given to, or received
by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee will become effective to the extent provided therein, such retiring
Trustee will have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture with respect to the Subordinated Notes other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Subordinated Notes; but, on request of the Company or such successor Trustee,
such retiring Trustee, upon payment of its charges with respect to the Subordinated Notes and subject to Section 903 will duly
assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Subordinated Notes, subject to its claim, if any, provided
for in Section 507.


 


(3)        Upon
request of any Person appointed hereunder as a successor Trustee, the Company will execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph
(1) or (2) of this Section, as the case may be.


 


(4)        No
Person will accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person
will be qualified and eligible under this Article. No resigning or removed Trustee shall have any liability or responsibility
for the action or inaction of any successor Trustee.


 


Section 511      Merger,
Conversion, Consolidation or Succession to Business.


 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee will be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, will be the successor of the Trustee hereunder (provided that such corporation
will otherwise be qualified and eligible under this Article), without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Subordinated Notes will have been authenticated but not delivered by the
Trustee then in office, any such successor to such authenticating Trustee may adopt such authentication and deliver the Subordinated
Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Subordinated Notes. In
case any Subordinated Notes will not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate
and deliver such Subordinated Notes in either its own name or that of its predecessor Trustee.


 


Section 512      Appointment
of Authenticating Agent.


 


The
Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to the Subordinated Notes which will
be authorized to act on behalf of the Trustee to authenticate Subordinated Notes issued upon original issue, exchange, registration
of transfer, partial redemption, partial repayment, or in accordance with Section 209, and Subordinated Notes so authenticated
will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture




    	44



    	



    

to
the authentication and delivery of Subordinated Notes by the Trustee or the Trustee’s certificate of authentication, such
reference will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.


 


Each
Authenticating Agent will be reasonably acceptable to the Company and, except as provided in or under this Indenture, will at all
times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under
the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $500,000,000 and
is subject to supervision or examination by federal or state authority. If at any time an Authenticating Agent will cease to be
eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect specified
in this Section.


 


Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding
to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will be the successor
of such Authenticating Agent hereunder, provided such corporation will be otherwise eligible under this Section, without the execution
or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and
the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent will cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent that will be acceptable to the Company and will deliver written notice of such appointment by first-class mail, postage prepaid,
to all Holders with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Subordinated
Note Register. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, will become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent No successor
Authenticating Agent will be appointed unless eligible under the provisions of this Section 512.


 


The
Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section.
If the Trustee makes such payments, it will be entitled to be reimbursed for such payments, subject to the provisions of Section
507.


 


The
provisions of Section 211, Section 504 and Section 505 will be applicable to each Authenticating Agent.


 


If
an Authenticating Agent is appointed under this Section, the Subordinated Notes may have endorsed thereon, in addition to or in
lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following
form:




 






    	45



    	



    

This
is one of the Subordinated Notes designated herein referred to in the within-mentioned Indenture.


 


 


	 	As Trustee	 



 


	 	By:	 	 
	 	 	As Authenticating Agent	 
	 	 	 	 
	 	By:
	 
	 	Name:
	 
	 	Title:
	 



 


Section 513      Preferred
Collection of Claims against Company.


 


If
and when the Trustee will be or become a creditor of the Company (or any other obligor upon the Subordinated Notes), the Trustee
will be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such
other obligor).


 


ARTICLE
VI

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 601      Holder
Lists.


 


The
Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of the Holders. If the Trustee is not the Registrar, the Company will cause to be furnished to the Trustee at least semiannually
on January 1 and July 1 a listing of the Holders dated within 10 days of the date on which the list is furnished and at such other
times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of the Holders.


 


Section 602      Preservation
of Information; Communications to Holders.


 


The
Trustee will comply with the obligations imposed upon it in accordance with Section 312 of the Trust Indenture Act.


 


Every
Holder of Subordinated Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company,
the Trustee, any Paying Agent or any Registrar will be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Subordinated Notes in accordance with Section 312(c) of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee will not be held accountable by reason of delivering
any material in accordance with a request made under Section 312(b) of the Trust Indenture Act.


 


Section 603        Reports
by Trustee.



    	46



    	



    

(1)       Within
60 days after July 15 of each year commencing with the first July 15 following the date of this Indenture, if required by Section
313(a) of the Trust Indenture Act, the Trustee will transmit, in accordance with Section 313(c) of the Trust Indenture Act, a brief
report dated as of such July 15 with respect to any of the events specified in said Section 313(a) and Section 313(b)(2) that may
have occurred since the later of the immediately preceding July 15 and the date of this Indenture.


 


(2)       The
Trustee will transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.


 


(3)        Reports
under this Section will be transmitted in the manner and to the Persons required by Section 313(c) and Section 313(d) of the Trust
Indenture Act.


 


Section 604      Reports
by Company.


 


(1)       The
Company, in accordance with Section 314(a) of the Trust Indenture Act, will:


 


(a)        file
with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) that the Company may be required to file with the Commission in accordance with Section
13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports in accordance
with either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information, documents and reports that may be required
in accordance with Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations;


 


(b)        file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional certificates, information, documents and reports with respect to compliance by the Company, with the conditions and
covenants of this Indenture as may be required from time to time by such rules and regulations; and


 


(c)        transmit
to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c)
of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company in accordance
with paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such will not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).



    	47



    	



    

(2)       The
Company intends to file the reports referred to in Section 604(1) with the Commission in electronic form in accordance with Regulation
S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the
foregoing, or any successor electronic system approved by the Commission, will constitute delivery by the Company of such reports
to the Trustee and Holders in compliance with the provision of Section 604( 1) and Trust Indenture Act Section 314(a). Notwithstanding
anything to the contrary herein, the Trustee will have no duty to search for or obtain any electronic or other filings that the
Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the
reports, information and documents to the Trustee in accordance with this Section 604(2) will be solely for the purposes of compliance
with this Section 604(2) and with Trust Indenture Act Section 314(a). The Trustee’s receipt of such reports, information
and documents is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
The Trustee shall have no liability or responsibility for the filing, content or timelines of any report hereunder aside from any
report reported under Section 603 hereof.


 


ARTICLE
VII

SUCCESSORS


 


Section 701      Merger,
Consolidation or Sale of All or Substantially All Assets.


 


The
Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign,
transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless:


 


(1)        either
the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed
by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance
all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of
the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if
at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated
Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated
Notes on the part of the Company to be performed or observed;


 


(2)        immediately
after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary
as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event
of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and
be continuing; and


 


(3)        either
the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation,



    	48



    	



    

merger, sale, assignment,
transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have
been complied with.


 


For
purposes of the foregoing, any sale, assignment, transfer. lease or other conveyance of all or any of the properties and assets
of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets
were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will
be deemed to be the transfer of all or substantially all of the properties and assets of the Company.


 


Section 702      Successor
Person Substituted for Company.


 


Upon
any consolidation by the Company with or merger of the Company into any other Person or any sale, assignment, transfer, lease or
conveyance of all or substantially all of the properties and assets of the Company to any Person in accordance with Section 701,
the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer,
lease or other conveyance is made will succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, except
in the case of a lease, the predecessor Person will be released from all obligations and covenants under this Indenture and the
Subordinated Notes.


 


ARTICLE
VIII

SUPPLEMENTAL INDENTURES


 


Section 801      Supplemental
Indentures without Consent of Holders.


 


Without
the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:


 


(1)        to
evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company
contained herein and in the Subordinated Notes;


 


(2)        to
add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures)
or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture
(as will be specified in such supplemental indenture or indentures);


 


(3)        to
permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely
affect the interests of the Holders;


 


(4)        to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes
and to add to or change any of the



    	49



    	



    

provisions of this Indenture
as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance
with the requirements of Section 510;


 


(5)        to
cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any
other provision herein;


 


(6)        to
make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the
interests of the Holders of then Outstanding Subordinated Notes;


 


(7)        to
add any additional Events of Default (as will be specified in such supplemental indenture);


 


(8)        to
supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance,
Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any
such action will not adversely affect the interests of any Holder;


 


(9)        to
provide for the issuance of Exchange Notes;


 


(10)      to
conform any provision in this Indenture to the requirements of the Trust Indenture Act; or


 


(11)      to
make any change that does not adversely affect the legal rights under this Indenture of any Holder.


 


Section 802      Supplemental
Indentures with Consent of Holders.


 


With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Subordinated Notes, by Act of said
Holders delivered to the Company and the Trustee, the Company (when authorized by or in accordance with a Board Resolution), and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of the Subordinated Notes or of modifying in any manner
the rights of the Holders under this Indenture; provided, that no such supplemental indenture, without the consent of the Holder
of each Outstanding Subordinated Note affected thereby, will


 


(1)        reduce
the rate of or change the time for payment of interest, including Defaulted Interest, on any Subordinated Notes;


 


(2)        reduce
the principal of or change the Stated Maturity of any Subordinated Notes, or change the date on which any Subordinated Notes may
be subject to redemption or reduce the Redemption Price therefore;


 


(3)        make
any Subordinated Note payable in money other than Dollars;



    	50



    	



    

(4)        make
any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest
on such Subordinated Note on or after the due date thereof or to bring suit to enforce such payment,


 


(5)        reduce
the percentage in principal amount of the Outstanding Subordinated Notes, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in Section 412 or Section 906 of this Indenture, or


 


(6)        modify
any of the provisions of this Section 802, Section 412 or Section 906, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Subordinated
Note affected thereby.


 


It
will not be necessary for any Act of Holders under this Section 802 to approve the particular form of any proposed supplemental
indenture, but it will be sufficient if such Act will approve the substance thereof.


 


Section 803      Execution
of Supplemental Indentures.


 


As
a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article VIII
or the modifications thereby of the trust created by this Indenture, the Trustee will be entitled to receive, and (subject to Section
501) will be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect that the execution
of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly
authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary
exceptions. The Trustee may, but will not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Section 804      Effect
of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article VIII, this Indenture will be modified in accordance therewith, and
such supplemental indenture will form a part of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated
and delivered hereunder.


 


Section 805      Reference
in Subordinated Notes to Supplemental Indentures.


 


Subordinated
Notes authenticated and delivered after the execution of any supplemental indenture in accordance with this Article VIII may, and
will if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental
indenture. If the Company will so determine, new Subordinated Notes so modified as to conform, in the opinion of the Company, to
any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Subordinated Notes.



    	51



    	



    

Section 806      Effect
on Senior Indebtedness.


 


No
supplemental indenture will directly or indirectly modify or eliminate the Subordination Provisions or the definition of “Senior
Indebtedness” applicable with respect to the Subordinated Notes in any manner that might terminate or impair the subordination
of such Subordinated Notes to such Senior Indebtedness without the prior written consent of each of the holders of such Senior
Indebtedness,


 


Section 807      Conformity
with Trust Indenture Act.


 


Every
supplemental indenture executed in accordance with this Article will conform to the requirements of the Trust Indenture Act as
then in effect.


 


ARTICLE
IX

COVENANTS


 


Section 901      Payment
of Principal and Interest.


 


The
Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, and interest
on, the Subordinated Notes, in accordance with the terms thereof and this Indenture. Principal and interest will be considered
paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m., Morristown,
New Jersey time, on any Interest Payment Date, an amount in immediately available funds provided
by the Company that is designated for and sufficient to pay all principal and interest then due. 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 Subordinated
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 Subordinated 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 Subordinated 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 902      Maintenance
of Office.


 


The
Company will maintain an office or agency in the Borough of Manhattan, New York, New York
or the City of Morristown, New Jersey (which may be an office of the Trustee or an Affiliate
of the Trustee or Registrar) where Subordinated Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Subordinated Notes and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at



    	52



    	



    

any
time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands (but not service of process) may be made or served at the Corporate Trust Office.


 


The
Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation
or recission will in any manner relieve the Company of its obligation to maintain an office or agency in Borough of Manhattan,
New York, New York or the City of Englewood, Cliffs, New Jersey. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such other office or agency.


 


The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 902.


 


Section 903      Money
for Subordinated Notes Payments to Be Held in Trust.


 


If
the Company will at any time act as its own Paying Agent, it will, on or before each due date of the principal of, or interest
on, any of the Subordinated Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in Dollars
sufficient to pay the principal and interest, as the case may be, so becoming due until such sums will be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.


 


Whenever
the Company will have one or more Paying Agents, it will, on or prior to each due date of the principal of, or interest on. any
Subordinated Notes, deposit with any Paying Agent a sum in Dollars sufficient to pay the principal and interest, as the case may
be, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The
Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent will agree with the Trustee, subject to the provisions of this Section that such Paying Agent will:


 


(1)        hold
all sums held by it for the payment of the principal of, or interest on, the Subordinated Notes in trust for the benefit of the
Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as provided in or under this Indenture;


 


(2)        give
the Trustee notice of any default by the Company in the making of any payment of principal, or interest on, the Subordinated Notes;
and


 


(3)        at
any time during the continuance of any such default, upon the written request of the Trustee, pay to the Trustee all sums so held
in trust by such Paying Agent.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such



    	53



    	



    

Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability
with respect to such sums.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of,
or interest on, any Subordinated Note and remaining unclaimed for two years after such principal or interest will have become due
and payable will be paid to the Company upon a Company Request, or (if then held by the Company) will be discharged from such trust;
and the Holder of such Subordinated Note will thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may, not later than 30 days after the Company’s request for such repayment, at the expense of the Company
cause to be published once, in an Authorized Newspaper in each Place of Payment or to be delivered to such Holders of Subordinated
Notes, or both, notice that such money remains unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such publication or delivery nor will it be earlier than two years after such principal and or interest
will have become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 904      Corporate
Existence.


 


Subject
to Article VII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect (i)
the corporate existence of the Company, (ii) the existence (corporate or other) of each Significant Subsidiary and (iii) the rights
(charter and statutory), licenses and franchises of the Company and each of its Significant Subsidiaries; provided, however, that
the Company will not be required to preserve the existence (corporate or other) of any of its Significant Subsidiaries or any such
right, license or franchise of the Company or any of its Significant Subsidiaries if the Board of Directors of the Company determines
that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries
taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Holders.


 


Section 905      Maintenance
of Properties.


 


The
Company will, and will cause each Significant Subsidiary to, cause all its properties used or useful in the conduct of its business
to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause
to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section will prevent the Company or any Significant Subsidiary from discontinuing the operation
and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the
Company or of any Significant Subsidiary, as the case may be desirable in the conduct of its business.


 


Section 906      Waiver
of Certain Covenants.



    	54



    	



    

The
Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 902 to Section
905, inclusive, with respect to the Subordinated Notes if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Subordinated Notes, by Act of such Holders, either will waive such compliance in such instance
or generally will have waived compliance with such term, provision or condition, but no such waiver will extend to or affect such
term, provision or condition except to the extent so expressly waived, and, until such waiver will become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term, provision or condition will remain in full force and
effect.


 


Section 907      Company
Statement as to Compliance.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate covering
the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods
of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or
she may have knowledge.


 


Section 908      Tier
2 Capital.


 


If
all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed
on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated
Notes, Company will immediately notify the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof,
that the Trustee and the Holders execute and deliver all agreements as reasonably necessary in order to restructure the applicable
portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital.


 


ARTICLE
X

REDEMPTION OF SECURITIES


 


Section 1001    Applicability
of Article.


 


(1)        Except
as provided in this Section 1001, the Subordinated Notes are not subject to redemption at the option of the Company. The Subordinated
Notes are not subject to redemption at the option of the Holders.


 


(2)        Subject
to the receipt of any required regulatory approvals, with corresponding written notice to the Trustee, the Company at any time
or from time to time on or after July 1, 2020 may redeem all or a portion of the Subordinated
Notes.


 


(3)        Subject
to the receipt of any required regulatory approvals, the Company may, at its option, redeem all or a portion of the Outstanding
Subordinated Notes at any time upon an Investment Company Event, a Tax Event or a Tier 2 Capital Event.


 


(4)        The
Redemption Price with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of
the Subordinated Notes to be redeemed, plus



    	55



    	



    

accrued but unpaid interest
and Additional Interest, if any, thereon to, but excluding, the Redemption Date.


 


Section 1002    Election
to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Subordinated Notes will be evidenced by a Company Order. In case of any redemption of less
than all of the Subordinated Notes, the Company will, at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice will be satisfactory to the Trustee, but in any event not less than 45 days prior to the Redemption Date), notify
the Trustee, of such Redemption Date and of the principal amount of Subordinated Notes to be redeemed.


 


In
the case of any redemption of Subordinated Notes (i) prior to the expiration of any restriction on such redemption provided in
the terms of such Subordinated Notes or elsewhere in this Indenture or (ii) in accordance with an election of the Company that
is subject to a condition specified in the terms of such Subordinated Notes or elsewhere in this Indenture, the Company will furnish
to the Trustee an Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section 1003    Selection
by Trustee of Subordinated Notes to be Redeemed.


 


If
less than all of the Subordinated Notes are to the redeemed, the particular Subordinated Notes to be redeemed will be selected
not more than 45 days prior to the Redemption Date by the Trustee from the Outstanding Subordinated Notes not previously called
for redemption unless otherwise required by law or applicable depositary requirements, on a pro rata basis, by lot or such method
as the Trustee will deem fair and appropriate and which may provide for the selection for redemption of portions of the principal
amount of Subordinated Notes; provided, however, that no such partial redemption will reduce the portion of the principal amount
of a Subordinated Note not redeemed to less than the minimum denomination for a Subordinated Note established in or under this
Indenture.


 


The
Trustee will promptly notify the Company and the Registrar (if other than itself) in writing of the Subordinated Notes selected
for redemption and, in the case of any Subordinated Notes selected for partial redemption, the principal amount thereof to be redeemed.


 


For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Subordinated
Notes will relate, in the case of any Subordinated Notes redeemed or to be redeemed only in part, to the portion of the principal
of such Subordinated Notes which has been or is to be redeemed.


 


Section 1004    Notice
of Redemption.


 


Notice
of redemption will be given in the manner provided in Section 105, not less than 30 nor more than 60 days prior to the Redemption
Date to the Holders of Subordinated Notes to be redeemed. Failure to give notice by delivering in the manner herein provided to
the Holder of any Subordinated Notes designated for redemption as a whole or in part, or any defect in the notice to any such Holder,
will not affect the validity of the proceedings for the redemption of any other Subordinated Notes or portions thereof.



    	56



    	



    

Any
notice that is delivered to the Holder of any Subordinated Notes in the manner herein provided will be conclusively presumed to
have been duly given, whether or not such Holder receives the notice.


 


All
notices of redemption will state:


 


(1)        the
Redemption Date,


 


(2)        the
Redemption Price,


 


(3)        if
less than all Outstanding Subordinated Notes are to be redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Subordinated Note or Subordinated Notes to be redeemed,


 


(4)        that,
in case any Subordinated Note is to be redeemed in part only, on and after the Redemption Date, upon surrender of such Subordinated
Note, the Holder of such Subordinated Note will receive, without charge, a new Subordinated Note or Subordinated Notes of authorized
denominations for the principal amount thereof remaining unredeemed,


 


(5)        that,
on the Redemption Date, the Redemption Price will become due and payable upon each such Subordinated Note or portion thereof to
be redeemed, together (if applicable) with accrued and unpaid interest and Additional Interest, if any, thereon (subject, if applicable,
to the provisos to the first paragraph of Section 1006), and, if applicable, that interest thereon will cease to accrue on and
after said date,


 


(6)        the
place or places where such Subordinated Notes are to be surrendered for payment of the Redemption Price and any accrued interest
pertaining thereto, and


 


(7)        the
section hereunder providing for such redemption.


 


The
notice of redemption shall include the CUSIP number reference numbers of such Subordinated Notes, if any (or any other numbers
used by a Depositary to identify such Subordinated Notes).


 


Notice
of redemption of Subordinated Notes to be redeemed at the election of the Company will be given by the Company or, at the Company’s
request delivered at least 10 days before the date such notice is to be given (unless a shorter period will be acceptable to the
Trustee), by the Trustee in the name and at the expense of the Company.


 


Section 1005    Deposit
of Redemption Price.


 


On
or prior to 11:00 am., New York, New York time, on any Redemption Date, the Company will deposit,
with respect to the Subordinated Notes called for redemption in accordance with Section 1004, with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 903) an amount
sufficient to pay the Redemption Price of, and (except if the Redemption Date will be an Interest Payment Date) any accrued interest
on, all such Subordinated Notes or portions thereof which are to be redeemed on that date.



    	57



    	



    

Section 1006    Subordinated
Notes Payable on Redemption Date.


 


Notice
of redemption having been given as provided above, the Subordinated Notes so to be redeemed will, on the Redemption Date, become
due and payable at the Redemption Price therein specified, together with accrued and unpaid interest and Additional Interest, if
any, thereon and from and after such date (unless the Company will default in the payment of the Redemption Price and accrued interest,
if any) such Subordinated Notes will cease to bear interest. Upon surrender of any such Subordinated Note for redemption in accordance
with said notice, such Subordinated Note will be paid by the Company at the Redemption Price, together with any accrued and unpaid
interest and Additional Interest, if any, thereon to but excluding the Redemption Date; provided, however, that installments of
interest on Subordinated Notes whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such
Subordinated Notes registered as such at the close of business on the Regular Record Dates therefor according to their terms and
the provisions of Section 210.


 


If
any Subordinated Note called for redemption will not be so paid upon surrender thereof for redemption, the principal, until paid,
will bear interest from the Redemption Date at the rate prescribed therefor in the Subordinated Note or, if no rate is prescribed
therefor in the Subordinated Note, at the rate of interest, if any, borne by such Subordinated Note,


 


Section 1007    Subordinated
Notes Redeemed in Part.


 


Any
Subordinated Note which is to be redeemed only in part will be surrendered at any office or agency for such Subordinated Note (with,
if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company will execute
and the Trustee will authenticate and deliver to the Holder of such Subordinated Note without service charge, a new Subordinated
Note or Subordinated Notes, containing identical terms and provisions, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Subordinated Note so
surrendered. If a Global Subordinated Note is so surrendered, the Company will execute, and the Trustee will authenticate and deliver
to the Depositary for such Global Subordinated Note as will be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Global Subordinated Note in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Global Subordinated Note so surrendered.


 


Upon
surrender of a Subordinated Note that is redeemed in part, the Company will issue and the Trustee will authenticate for the Holder
at the expense of the Company a new Subordinated Note equal in principal amount to the unredeemed portion of the Note surrendered
representing the same indebtedness to the extent not redeemed. Notwithstanding anything in this Indenture to the contrary, only
a Company Order and not an Opinion of Counsel or an Officers’ Certificate of the Company is required for the Trustee to authenticate
such new Subordinated Note.


 


ARTICLE
XI

SUBORDINATION OF SECURITIES



    	58



    	



    



Section
1101    Agreement to Subordinate.


 


The
Company, for itself, its successors and assigns, covenants and agrees, and each Holder of
Subordinated Notes by the Holder’s acceptance thereof, likewise covenants and agrees, that the payment
of the principal of and interest on each and all of the Subordinated Notes is and will be expressly
subordinated in right of payment to the prior payment in full of all Senior Indebtedness.


 


Section
1102    Distribution of Assets.


 


(1)        Upon
any distribution of assets of the Company upon any termination, winding up. liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any
other marshalling of the assets and liabilities of the Company or otherwise (subject to the power
of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred upon the Senior Indebtedness
and the holders thereof with respect to the Subordinated Notes and the Holders thereof by
a lawful plan of reorganization under applicable bankruptcy law):


 


(a)        holders
of all Senior Indebtedness will first be entitled to receive payment in full in accordance with the terms of such Senior
Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including
interest accruing subsequent to the commencement of any proceeding for the bankruptcy
or reorganization of the Company under any applicable bankruptcy, insolvency or similar
law now or hereafter in effect) before the Holders of the Subordinated Notes are entitled to receive any payment upon the
principal of or interest on indebtedness evidenced by the Subordinated Notes;


 


(b)        any
payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which
the Holders would be entitled except for the provisions of this Article XI, including any
such payment or distribution that may be payable or deliverable by reason of the payment
of any other indebtedness of the Company being subordinated to the payment of the Subordinated Notes, will be paid by the
liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver
or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, in accordance with the priorities then existing among holders of Senior
Indebtedness for payment of the aggregate amounts remaining unpaid on account of the principal, premium, if any, and interest (including
interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency or similar law now or hereafter in effect) on the Senior
Indebtedness held or represented by each, to the extent necessary to make payment in
full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders
of such Senior Indebtedness; it being understood that if the Holders fail to file a proper claim in the form required by any proceeding
referred to in this Section 1102(1)(b) prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim
or claims for and on behalf of the Holders, in the form required in any such proceeding; and



    	59



    	



    

(c)        in
the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason
of the payment of any other indebtedness of the Company being subordinate to the payment of the Subordinated
Notes will be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution
will be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment of assets of the Company for all Senior Indebtedness remaining unpaid until
all such Senior Indebtedness will have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness,


 


(2)        Subject
to the payment in full of all Senior Indebtedness, the Holders will be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Company applicable
to the Senior Indebtedness until the principal of and interest on the Subordinated Notes will be paid in full and no such
payments or distributions to holders of such Senior Indebtedness to which the Holders would
be entitled except for the provisions hereof of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness will, as between the Company, its creditors, other than the holders of Senior
Indebtedness, and the Holders, be deemed to be a payment by the Company to or on account
of the Senior Indebtedness. It is understood that the provisions of this Article XI are intended
solely for the purpose of defining the relative rights of the Holders of the Subordinated Notes, on the one hand, and the
holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XI or
elsewhere in this Indenture or any supplemental indenture issued in accordance with
Article VIII of this Indenture or in the Subordinated Notes is intended to or will impair,
as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders, the obligation of
the Company, which is unconditional and absolute, to pay to the Holders the principal of
and interest on the Subordinated Notes as and when the same will become due
and payable in accordance with their terms or to affect the relative rights of the Holders and creditors
of the Company, other than the holders of the Senior Indebtedness, nor, except as otherwise
expressly provided in this Indenture and the Subordinated Notes with respect to the limitation on the rights of the Trustee
and the Holders, to accelerate the maturity of the Subordinated Notes and pursue remedies
upon such an acceleration, will anything herein or in the Subordinated Notes prevent the Trustee or any Holder from exercising
all remedies otherwise permitted by applicable law upon any Event of Default under the Indenture
occurring, subject to the rights, if any, under this Article XI of the holders of Senior Indebtedness, in respect of cash, property
or securities of the Company received upon the exercise of any such remedy. Upon any payment
or distribution of assets of the Company referred to in this Article XI, the Trustee and the Holders
will be entitled to rely upon any order or decree of a court of competent jurisdiction in which such termination, winding up, liquidation
or reorganization proceeding is pending or upon a certificate of the liquidating trustee
or agent or other Person making any distribution to the Trustee or to the Holders for
the purpose of ascertaining the Persons entitled to participate in such distribution,
the holders of the Senior Indebtedness and other indebtedness of the Company, the amount
hereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article
XI. In the absence of any such liquidating trustee, agent or other person, the Trustee will be entitled to rely upon a written
notice by a Person representing itself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such
a trustee or representative). If the Trustee determines,



    	60



    	



    

in good faith, that further
evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness,
to participate in any payment or distribution in accordance with this Article XI,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Indebtedness held by such Person, as to
the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent
to the rights of such Person under this Article XI, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


 


With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Indenture, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness will be read into this Indenture against the Trustee. The Trustee,
however, will not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
by reason of the execution of this Indenture, or any other supplemental indenture
entered into in accordance with Article VIII of this Indenture, and will not be liable to any such holders if it will in good faith
mistakenly pay over or distribute to or on behalf of the Holders or the Company moneys or assets to which any holders of Senior
Indebtedness will be entitled by virtue of this Article XI or otherwise.


 


Section
1103    Default With Respect to Senior Indebtedness.


 


In
the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness will
have occurred and be continuing, or would occur as a result of the payment referred to hereinafter,
permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof,
then, unless and until such default or event of default will have been cured or waived or will have ceased to exist, no payment
or principal of or interest on the Subordinated Notes, or in respect of any retirement, purchase or other acquisition of any of
the Subordinated Notes, will be made by the Company.


 


Section
1104    No Impairment.


 


Nothing
contained in this Indenture, any other supplemental indenture entered into in accordance with
Article VIII of this Indenture, or in any of the Subordinated Notes will: (i) impair, as
between the Company and the Holders, the obligations of the Company, to make, or prevent the Company from making, at any
time except as provided in Section 1102 and Section 1103, payments of principal of, or interest
(including interest accruing subsequent to the commencement of any proceeding for
the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in
effect) on, the Subordinated Notes, as and when the same will become due and payable
in accordance with the terms of the Subordinated Notes; (ii) affect the relative rights of the Holders and creditors of
the Company other than the holders of the Senior Indebtedness; (iii) except as otherwise
expressly provided in this Indenture and the Subordinated Notes with respect to the limitation on the rights of the Trustee
and the Holders, to accelerate the maturity of the Subordinated Notes and pursue remedies
upon such an acceleration, prevent the Holder of any Subordinated Notes or the Trustee from exercising all remedies
otherwise permitted by applicable law upon default thereunder, subject to the rights, if



    	61



    	



    

any,
under this Article XI of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of such remedy; or (iv) prevent the application by the Trustee or any Paying
Agent of any moneys deposited with it hereunder to the payment of or on account of
the principal of, or interest on, the Subordinated Notes or prevent the receipt by the Trustee or any Paying Agent of such
moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such Paying
Agent did not have written notice of any event prohibiting the making of such deposit by the Company.


 


Section
1105    Effectuation of Subordination Provisions.


 


Each
Holder by his acceptance of any Notes authorizes and expressly directs the Trustee on such Holder’s behalf to take
such action as may be necessary or appropriate to effectuate the Subordination Provisions, and appoints the Trustee such Holder’s
attorney-in-fact for such purposes, including, in the event of any termination, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of creditors by the Company, a marshalling
of the assets and liabilities of the Company or otherwise) tending toward the liquidation
of the property and assets of the Company, the filing of a claim for the unpaid balance
of the Subordinated Notes in the form required in those proceedings.


 


Section
1106    Notice to Trustee.


 


The
Company will give prompt written notice to the Trustee of any fact known to the Company that would prohibit the Company from making
any payment to or by the Trustee in respect of the Subordinated Notes in accordance with
the provisions of this Article XI. The Trustee will not be charged with the knowledge of the existence of any default or
event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment
to or by the Trustee or any Paying Agent unless and until the Trustee will have received notice in writing at its Corporate
Trust Office to that effect signed by an Authorized Officer, or by a holder of Senior Indebtedness
or a Trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee will, subject to Article V of this
Indenture, be entitled to assume that no such facts exist; provided that, if the Trustee will not have received the notice provided
for in this Section 1106 at least two Business Days prior to the date upon which, by the terms of the Indenture, any monies will
become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Subordinated
Note), then, notwithstanding anything herein to the contrary, the Trustee will have full power and authority to receive any monies
from the Company and to apply the same to the purpose for which they were received, and will
not be affected by any notice to the contrary that may be received by it on or after
such prior date except for an acceleration of the Subordinated Notes prior to such
application. The foregoing will not apply if the Paying Agent is the Company. The Trustee will be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself to be a holder
of any Senior Indebtedness (or a trustee on behalf of, or agent of, such holder) to
establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or agent on behalf of any
such holder.


 


In
the event that the Trustee determines in good faith that any evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution in accordance with this Article XI, the Trustee may request such Person to furnish



    	62



    	



    

evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XI and, if such evidence
is not furnished to the Trustee, the Trustee may defer any payment to such Person pending
such evidence being furnished to the Trustee or a judicial determination that such Person has the right to receive such
payment.


 


Section
1107    Trustee Knowledge of Senior Indebtedness.


 


Notwithstanding
the provisions of this Article XI or any other provisions of this Indenture or any other supplemental indenture issued in
accordance with Article VIII of this Indenture, neither the Trustee nor any Paying Agent will
be charged with knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment
of moneys to or by the Trustee or such Paying Agent, unless and until a Responsible
Officer of the Trustee or such Paying Agent will have received written notice thereof
from the Company or from the holder of any Senior Indebtedness or from the representative
of any such holder.


 


Section
1108    Senior Indebtedness to Trustee.


 


The
Trustee will be entitled to all of the rights set forth in this Article XI in respect of any Senior
Indebtedness at any time held by it in its individual capacity to the same extent as any other holder
of such Senior Indebtedness, and nothing in this Indenture or any other supplemental indenture
issued in accordance with Article VIII of this Indenture will be construed to deprive the Trustee of any of its rights as
such holder.


 


Section
1109    Subordination Not Applicable to Trustee Compensation.


 


Nothing
contained in this Article XI will apply to the claims of, or payments to, the Trustee under Section 507 of this Indenture.


 


The
Trustee hereby accepts the trusts in this Indenture upon the terms and conditions set forth herein.


 


[Signature
Page Follows]



    	63



    	



    




IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly signed as of the date first written above.


 



	 	CONNECTONE BANCORP, INC.	 
	 	 	 
	 	By:  
	 
	 	Name:  
	 
	 	Title: 
	 


 

	 	U.S. BANK NATIONAL ASSOCIATION,

	 
	 	As Trustee	 
	 	 	 
	 	By:  
	 
	 	Name:	Stephanie Roche	 
	 	Title:	Vice President	 




    	 



    	



    

EXHIBIT
A-l


 


(FORM OF
DEFINITIVE SUBORDINATED NOTE)


 


THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (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 THE COMPANY, IF REQUESTED, OR (II) UNLESS
SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.


 


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 ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED
HEREIN).


 


CERTAIN ERISA
CONSIDERATIONS:


 


THE
HOLDER OF THIS SECURITY, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT
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, AND NO PERSON INVESTING “PLAN ASSETS”
OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
PURCHASE AND HOLDING OF THIS SECURITY, 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 PURCHASER OR HOLDER OF THIS SECURITY
OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE,
A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY



    	A-1-1



    	



    

OTHER
PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.


 


ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION
OF ANY OF THE SECURITIES SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING SUCH
SECURITIES.







    	A-1-2



    	



    

	No.		CUSIP 20786W AA5



 


CONNECTONE
BANCORP, INC.


 


5.75% FIXED
TO FLOATING RATE SUBORDINATED NOTE DUE 2025


 


1.        Indenture;
Holders. This note is one of a duly authorized issue of notes of ConnectOne Bancorp, Inc., a New Jersey corporation (the “Company”),
designated as the “5.75% Fixed to Floating Rate Subordinated Notes due 2025” (the “Subordinated Notes”)
in an aggregate principal amount of $50,000,000 and initially issued on June 30, 2015. The
Company has issued this Subordinated Note under that certain Indenture dated as of June 30,
2015, as the same may be amended or supplemented from time to time (“Indenture”), between the Company
and U.S. Bank National Association, as Trustee. All capitalized terms not otherwise defined herein this Subordinated Note will
have the meanings assigned to them in the Indenture. The terms of this Subordinated Note includes those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act. This Subordinated Note is subject to all such terms,
and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the
extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions
of the Indenture will govern and be controlling.


 


2.        Payment.
The Company, for value received, promises to pay to                , or registered
assigns (the “Holder”), the principal sum of                Dollars
(U.S.) ($                ), plus accrued but unpaid interest on July 1, 2025 (“Stated
Maturity”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding
July 1, 2020, at the rate of 5.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable
semi-annually in arrears on January 1 and July 1 of each year (each, a “Fixed Interest Payment Date”), beginning
January 1, 2016, and (ii) from and including July 1, 2020 to but excluding the Stated Maturity, at the rate per annum, reset quarterly,
equal to LIBOR determined on the determination date of the applicable Interest Period plus 393 basis points, computed on the basis
of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on January 1, April 1, July 1 and October
1 of each year (each, a “Floating Interest Payment Date”). An “Interest Payment Date” is
either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.


 


Any
payment of principal of or interest on this Subordinated Note that would otherwise become
due and payable on a day which is not a Business Day will become due and payable on the
next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest,
and no interest will accrue in respect of such payment for the period after such day.


 


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 calendar day prior to the applicable Interest Payment Date, without regard as to
whether such date is a Business Day, except as provided in Section 210 of the Indenture with respect to Defaulted
Interest. 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



    	A-1-1



    	



    

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 at Maturity).


 


3.        Paving
Agent and Registrar. U.S. Bank National Association, the Trustee (“Trustee”)
under the Indenture, will act as the initial Paying Agent and Registrar through its offices presently located at 21 South
Street, Morristown, New Jersey 07960. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any
such capacity.


 


4.        Subordination.
The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon,
is, to the extent and in the manner set forth in the Indenture, subordinate
and junior in right of payment to obligations of the Company constituting the Senior Indebtedness on the terms and subject to the
terms and conditions as provided and set forth in Article XI of the Indenture and will rank pari passu in
right of payment with all other Subordinated Notes. Holder, by the acceptance of this Subordinated
Note, agrees to and will 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.


 


5.        Redemption.
The Company may, at any time or from time to time on or after July 1,
2020, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with
integral multiples of $1,000. 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 an Investment Company Event. Any redemption with respect to this Subordinated
Note will be subject to any required regulatory approvals. 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 Indenture will be equal to 100% of the principal
amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest,
if any, thereon to, but excluding, the Redemption Date.


 


If
all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed
on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated
Notes, Company will immediately notify the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof,
that the Trustee and the Holders execute and deliver all agreements as reasonably necessary in order to restructure the applicable
portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital.


 


6.        Events
of Default; Acceleration. An “Event of Default” means any one of the events
described in Section 401 of the Indenture.
If an Event of Default described in Section 401(1) or Section 401(2) of the Indenture occurs, then the principal amount
of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated
Notes will become and be immediately due and payable without any declaration or other
act on the part of the Trustee or the Holder, and the Company waives demand, presentment for payment, notice of nonpayment,
notice of protest, and all other notices. Notwithstanding the foregoing, because the Company
will treat the Subordinated Notes as Tier 2 Capital, upon
the



    	A-1-2



    	



    

occurrence
of an Event of Default other than an Event of Default described in Section 401(1) or Section 401(2) of the Indenture, neither
the Trustee nor the Holder may accelerate the Maturity of the Subordinated Notes and make
the principal of, and any accrued and unpaid interest on the Subordinated Notes, immediately
due and payable. If any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy
to collect the payment of principal of, and interest on, the Subordinated Notes or to enforce
the performance of any provision of the Subordinated Notes or the Indenture.


 


7.        Failure
to Make Payments. If the Company fails to make any payment of interest on this
Subordinated Note when such interest becomes due and payable and such default continues for a period of 30 days, or if the
Company fails to make any payment of the principal of this Subordinated Note when such principal
becomes due and payable, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder,
the whole amount then due and payable with respect to this Subordinated Note, with interest
upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of
interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated
Note or, as such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by
this Subordinated Note.


 


Upon
an Event of Default, the Company may not declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any
of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company that rank equal with or junior to this Subordinated
Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than; (i)
any dividends or distributions in shares of, or options, warrants or rights to subscribe
for or purchase shares of, any class of Company’s common stock; (ii) any declaration
of a dividend in connection with the implementation of a shareholders’ rights
plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange
or conversion of one class or series of Company’s capital stock for another class or
series of Company’s capital stock; (iv) the purchase of fractional interests in shares of
Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; or (v) purchases of any class of Company’s common stock
related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers or employees
or any of Company’s dividend reinvestment plans.


 


8.        Denominations,
Transfer, Exchange. The Subordinated Notes are issuable only in registered
form without interest coupons in minimum denominations of $1,000 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 Indenture. 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 or permitted by the Indenture.


 


9.        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



    	A-1-3



    	



    

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.


 


10.        Persons
Deemed. Owners. The Company and the Trustee and any agent of the Company
or the Trustee 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, the Trustee nor any such agent will be affected by notice to the contrary.


 


11.        Amendments;
Waivers. 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 Subordinated Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal
amount of the then Outstanding Subordinated Notes. The Indenture 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 certain
past defaults under the Indenture 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.


 


12.        No
Impairment. No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture will alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) and
Additional Interest on this Subordinated Note at the times, place and rate as herein prescribed.


 


13.        Sinking
Fund; 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.


 


14.        No
Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Indenture 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.


 


15.        Authentication.
This Subordinated Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.


 


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 (=



    	A-1-4



    	



    

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. The Company will furnish to the Holder upon written request
and without charge a copy of the Indenture. Requests by Holders to the Company may be made to: ConnectOne Bancorp, Inc., 301 Sylvan
Avenue, Englewood Cliffs, New Jersey Attn: Laura Criscione.


 


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.


 


[Signature
Page Follows]



    	A-1-5



    	



    

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


 


Dated: June 30,
2015


 


	 	CONNECTONE BANCORP, INC.
	 	 
	 	By:

	 	Name: 

	 	Title:









 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This
is one of the Subordinated Notes of ConnectOne Bancorp, Inc. referred to in the within-mentioned Indenture:


 





	 	U.S. Bank National Association
	 	as Trustee
	 	 
	 	 
	 	Authorized Signatory




 


	 	Dated:





    	A-1-6



    	



    

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
under the Securities Exchange Act of 1934 (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.


 


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:


 


	o	(1)	acquired for the undersigned’s own account, without transfer;
	 	 	 
	o	(2)	transferred to the Company;
	 	 	 
	o	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	 	 	 
	o	(4)	transferred under an effective registration statement under the Securities Act;
	 	 	 
	o	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;




    	A-1-7



    	



    

	o	(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
	 	 	 
	o	(7)	transferred in accordance with another available exemption from the registration requirements of the Securities Act of 1933, as amended.


 


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:	 


(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 under the Exchange Act.)


 


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 of 1933, as amended, 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
Issuer 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:



 


    	A-1-8



    	



    

EXHIBIT A-2


 


(FORM OF GLOBAL SUBORDINATED NOTE)


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (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 THE COMPANY, IF REQUESTED, OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.


 


THIS SUBORDINATED NOTE IS A GLOBAL SUBORDINATED
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC
OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE.


 


UNLESS THIS SUBORDINATED NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
SUBORDINATED NOTE 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 HEREON 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 SUBORDINATED NOTE WILL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



    	A-2-1



    	



    

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 ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


 


CERTAIN ERISA CONSIDERATIONS:


 


THE HOLDER OF THIS SECURITY, OR ANY INTEREST
HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT 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,
AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY, 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 PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE
IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR
HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE
RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING
THE ACQUISITION OF ANY OF THE SECURITIES SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING SUCH SECURITIES.



    	A-2-2



    	



    

	No.	CUSIP 20786W AA5




 


CONNECTONE BANCORP, INC.


 


5.75% FIXED TO FLOATING SUBORDINATED
NOTE DUE 2025


 


1.        Indenture;
Holders. This note is one of a duly authorized issue of notes of ConnectOne Bancorp, Inc., a New Jersey corporation (the “Company”)
designated as the “5.75% Fixed to Floating Subordinated Notes due 2025” (the “Subordinated Notes”)
in an aggregate principal amount of $50,000,000 and initially issued on June
30, 2015. The Company has issued this Subordinated Note under that certain Indenture
dated as of June 30, 2015, as the same may be amended
or supplemented from time to time (“Indenture”), between the Company and U.S. Bank National Association, as
Trustee. All capitalized terms not otherwise defined hereto this Subordinated Note will have the meanings assigned to them in the
Indenture. The terms of this Subordinated Note includes those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act. This Subordinated Note is subject to ail such terms, and the Holder (as defined below) is referred
to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note
irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.


 


2.        Payment.
The Company, for value received, promises to pay to          , or registered assigns (the “Holder”), the principal
sum of           Dollars (U.S.) ($          ), plus accrued but unpaid interest on July 1, 2025 (“Stated Maturity”) and to pay interest
thereon (i) from and including the original issue date of the Subordinated Notes to but excluding July 1, 2020, at the rate of
5.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears
on January 1 and July 1 of each year (each, a “Fixed Interest Payment Date”), beginning January 1, 2016, and
(ii) from and including July 1, 2020 to but excluding the Stated Maturity, at the rate per annum, reset quarterly, equal to LIBOR
determined on the determination date of the applicable Interest Period plus 393 basis points, computed on the basis of a 360-day
year and the actual number of days elapsed and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each
year (each, a “Floating Interest Payment Date”). An “Interest Payment Date” is either a Fixed
Interest Payment Date or a Floating Interest Payment Date, as applicable.


 


Any
payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not
a Business Day will become due and payable on the next succeeding Business Day, with the same force and effect as if made on the
date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such
day.


 


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 calendar day prior to the applicable Interest Payment Date, without regard as to whether such date is a Business Day,
except as provided in Section 210 of the Indenture with respect to Defaulted Interest. 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



    	A-2-3



    	



    

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 at Maturity).


 


3.        Paying
Agent and Registrar. U.S. Bank National Association, the Trustee (“Trustee”) under the Indenture, will act
as the initial Paying Agent and Registrar through its offices presently located at 21 South Street, Morristown, New Jersey, 07960.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act
is any such capacity.


 


4.        Subordination.
The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon, is,
to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to obligations of the Company
constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the terms and conditions as provided
and set forth in Article XI of the Indenture and will rank pari passu in right of payment with all other Subordinated Notes. Holder,
by the acceptance of this Subordinated Note, agrees to and will 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.


 


5.        Redemption.
The Company may, at any time or from time to time on or after July 1, 2020, redeem this Subordinated Note, in whole or in part,
without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000. 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 an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory
approvals. 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 Indenture will be equal to 100% of the principal amount of this Subordinated Note, or portion
thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption
Date.


 


If
all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed
on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated
Notes, Company will immediately notify the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof,
that the Trustee and the Holders execute and deliver all agreements as reasonably necessary in order to restructure the applicable
portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital.


 


6.        Events
of Default: Acceleration. An “Event of Default” means any one of the events described in Section 401 of the Indenture.
If an Event of Default described in Section 401(1) or Section 401(2) of the Indenture occurs, then the principal amount of all
of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes will become
and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holder, and the Company
waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing,
because the Company will treat the Subordinated Notes 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 Federal Reserve Board as then in effect and applicable
to



    	A-2-4



    	



    

the
Company, upon the occurrence of an Event of Default other than an Event of Default described in Section 401(1) or Section 401(2)
of the Indenture, neither the Trustee nor the Holder may accelerate the Maturity of the Subordinated Notes and make the principal
of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. If any Event of Default occurs
and is continuing, the Trustee may also pursue any other available remedy to collect the payment of principal of, and interest
on, the Subordinated Notes or to enforce the performance of any provision of the Subordinated Notes or the Indenture.


 


7.        Failure
to Make Payments. If the Company fails to make any payment of interest on this Subordinated Note when such interest becomes
due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment of the principal
of this Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note, with interest
upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest
at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated Note or, if no such rate
or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated Note.


 


Upon
an Event of Default, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to this Subordinated
Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than: (i) any dividends
or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s
common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or
the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii)
as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s
capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares
of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common stock
or rights under any of benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment
plans.


 


8.        Denominations,
Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations
of $1,000 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 Indenture, 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
or permitted by the Indenture,


 


9.        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



    	A-2-5



    	



    

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.


 


10.      Persons
Deemed Owners. The Company and the Trustee and any agent of the Company or the Trustee 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, the Trustee nor any such agent will be affected by notice to the contrary.


 


11.      Amendments;
Waivers. 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 Subordinated Notes at any time by the Company and
the Trustee with the consent of the holders of a majority in principal amount of the then Outstanding Subordinated Notes. The Indenture
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 certain past defaults under the Indenture 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.


 


12.      No
Impairment. No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture will alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) and
Additional Interest on this Subordinated Note at the times, place and rate as herein prescribed,


 


13.      Sinking
Fund: 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.


 


14.      No
Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Indenture 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.


 


15.      Authentication.
This Subordinated Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent


 


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 (=



    	A-2-6



    	



    

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. The Company will furnish to the Holder upon written request and without charge a copy of the Indenture. Requests
may be made to: ConnectOne Bancorp, Inc., 301 Sylvan Avenue, Englewood Cliffs, New Jersey 07632, Attn: Laura Criscione.


 


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.



    	A-2-7



    	



    

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


 


Dated: June 30, 2015


 


	 	ConnectOne Bancorp, Inc.
	 	 
	 	By:  



	
	 	Name: 


	 	Title:  




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Subordinated Notes of ConnectOne Bancorp, Inc. referred to in the within-mentioned Indenture:


 


	 	U.S. Bank National Association
	 	as Trustee
	 	 
	 	 
	 	Authorized Signatory
	 	 
	 	Dated:  






    	A-2-8



    	



    

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 under the Securities Exchange Act of 1934 (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.


 


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:


 


	o	(1)	acquired for the undersigned’s own account, without transfer;
	 	 	 
	o	(2)	transferred to the Company;
	 	 	 
	o	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	 	 	 
	o	(4)	transferred under an effective registration statement under the Securities Act;
	 	 	 
	o	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;




    	A-2-9



    	



    

	o	(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
	 	 	 
	o	(7)	transferred in accordance with another available exemption from die registration requirements of the Securities Act of 1933, as amended.


 


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:_______________________________________________________________________________________


(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 under the Exchange Act.)


 


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 of 1933, as amended, 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 Issuer 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:  





    	A-2-10