Exhibit 4.1


SALISBURY BANCORP, INC.


3.50% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE MARCH 31, 2031


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED
NOTE) OF SALISBURY BANCORP, INC. (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS
AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.


THIS SUBORDINATED
NOTE IS A GLOBAL SUBORDINATED NOTE WITHIN THE MEANING OF SECTION 5 OF THIS SUBORDINATED NOTE
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 SECTION 5 OF THIS SUBORDINATED NOTE, 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 THIS SUBORDINATED NOTE.


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 SECTION 5 OF THIS SUBORDINATED NOTE.


IN THE EVENT OF LIQUIDATION ALL HOLDERS OF SENIOR
INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL
BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR
INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH
THE SUBORDINATED NOTES, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED
NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL
BE MADE (i) with respect to any obligation that by its terms expressly is junior in the right
of payment to the Subordinated Notes, (ii) WITH RESPECT TO any indebtedness between the Company and any of its subsidiaries or affiliates
or (iII) on account OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.


THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY
BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $250,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED
NOTE IN A DENOMINATION OF LESS THAN $250,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS
ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE.


THIS SUBORDINATED NOTE MAY BE SOLD ONLY IN COMPLIANCE
WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER
THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


CERTAIN ERISA CONSIDERATIONS:


THE HOLDER OF THIS SUBORDINATED NOTE, 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 SUBORDINATED NOTE 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 SUBORDINATED NOTE,
OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING.
ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE 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 OTHER PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN
ASSETS” OF ANY SUCH PLAN OR OTHER 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 THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS
SUBORDINATED NOTE OR ANY INTEREST HEREIN.




    	 



    	 



    

No.CUSIP:


 


SALISBURY BANCORP, INC.


3.50% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE MARCH 31, 2031


 


1.                 
Subordinated Notes. This subordinated note is one
of an issue of notes of Salisbury Bancorp, Inc., a Connecticut corporation (the “Company”), designated as the “3.50%
Fixed to Floating Rate Subordinated Notes due 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated
Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued (the “Issue Date”)
between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase
Agreement”).


2.                 
Payment. The Company, for value received, promises
to pay to Cede & Co., or its registered assigns, as nominee of The Depository Trust Company (“DTC”), or its registered
assigns, the principal sum of Twenty Five Million Dollars (U.S.) ($25,000,000), plus accrued but unpaid interest on March 31, 2031 (the
“Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes
to but excluding March 31, 2026 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note
(the “Fixed Rate Period”), at the rate of 3.50% per annum, computed on the basis of a 360-day year consisting of twelve
30-day months and payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each payment date, a “Fixed
Interest Payment Date”), beginning June 30, 2021, and (ii) from and including March 31, 2026 to but excluding the Maturity Date
or earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”),
at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination
Date (as defined below) of the applicable interest period plus 280 basis points, provided, that in the event the Floating Interest Rate
is less than zero, then the Floating Interest Rate shall be deemed to be zero, computed on the basis of a 360-day year and the actual
number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest Period”) on March
31, June 30, September 30 and December 31 of each year (each payment date, a “Floating Interest Payment Date”). Dollar
amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating
Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent pursuant
to the Three-Month Term SOFR Conventions. 


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


(b)           
The “Floating Interest Rate” means:


(i)            
initially Three-Month Term SOFR (as defined below).


(ii)           
Notwithstanding the foregoing clause (i) of this Section 2(b):


(1)           
If the Calculation Agent, determines prior to the relevant Floating Interest Determination Date that
a Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect
to Three-Month Term SOFR, then the Company shall promptly provide notice of such determination to the Noteholders and Section 2(c)
(Effect of Benchmark Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the
purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period. 


(2)           
However, if the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined
as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be
equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the
Calculation Agent (as defined below).


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


(c)           
Effect of Benchmark Transition Event.


(i)            
If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below)
on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during
the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.


(ii)           
In connection with the implementation of a Benchmark Replacement, the Company will have the right
to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant
Noteholders (as defined below) or any other party.


(iii)         
Any determination, decision or election that may be made by the Company or by the Calculation Agent
pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or
any selection:


(1)           
will be conclusive and binding absent manifest error;


(2)           
if made by the Company, will be made in the Company’s sole discretion; 


(3)           
if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation
Agent will not make any such determination, decision or election to which the Company reasonably objects; and


(4)           
notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall
become effective without consent from the relevant Noteholders (as defined below) or any other party.


(iv)          
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of
the applicable Benchmark Replacement and the spread specified on the face hereof.


(v)           
As used in this Subordinated Note:


(1)           
“Benchmark” means, initially, Three-Month Term SOFR; provided that if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement.


(2)           
“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current
Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date
or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall
be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined
by the Calculation Agent, as of the Benchmark Replacement Date:


a.             
The sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment;


b.             
the sum of: (i) the alternate rate of interest that has been selected or recommended by the
Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the
Benchmark Replacement Adjustment;


c.             
the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or


d.             
the sum of: (i) the alternate rate of interest that has been selected by the Company as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate
of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the
Benchmark Replacement Adjustment.


(3)           
“Benchmark Replacement Adjustment” means the first alternative set forth in the
order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:


a.             
the spread adjustment, or method for calculating or determining such spread adjustment, (which may
be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted
Benchmark Replacement;


b.             
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then
the ISDA Fallback Adjustment; or


c.             
the spread adjustment (which may be a positive or negative value or zero) that has been selected
by the Company giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated
floating rate notes at such time.


(4)           
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Floating Interest
Period,” timing and frequency of determining rates with respect to each Floating Interest Period and making payments of interest,
rounding of amounts or tenors and other administrative matters) that the Company decides may be appropriate to reflect the adoption of
such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company decides that adoption of any
portion of such market practice is not administratively feasible or if the Company determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Company determines is reasonably necessary).


(5)           
“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:


a.             
in the case of clause (a) of the definition of “Benchmark Transition Event,” the
relevant Reference Time in respect of any determination;


b.             
in the case of clause (b) or (c) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the
date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or


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


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


(6)           
“Benchmark Transition Event” means the occurrence of one or more of the following
events with respect to the then-current Benchmark:


a.             
if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or
recommended a forward-looking term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate
for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii)
the Company determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


b.             
a public statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;


c.             
a public statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator
for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar
insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has
ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark; or


d.             
a public statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark announcing that the Benchmark is no longer representative.


(7)           
“Calculation Agent” means such bank or other entity (which may be the Company
or an affiliate of the Company) as may be appointed by the Company to act as Calculation Agent for the Subordinated Notes during the Floating
Rate Period.


(8)           
“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding
Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Company or its designee in
accordance with:


a.             
the rate, or methodology for this rate, and conventions for this rate selected or recommended by
the Relevant Governmental Body for determining compounded SOFR; provided that:


b.             
if, and to the extent that, the Company or its designee determines that Compounded SOFR cannot be
determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate
that have been selected by the Company or its designee giving due consideration to any industry-accepted market practice for U.S. dollar
denominated floating rate notes at such time.


For the avoidance of doubt,
the calculation of Compounded SOFR will exclude the Benchmark Replacement Adjustment.


(9)           
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including
overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark.


(10)        
“FRBNY” means the Federal Reserve Bank of New York.


(11)        
“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org,
or any successor source.


(12)        
“Interpolated Benchmark” with respect to the Benchmark means the rate determined
for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark
is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark
is available) that is longer than the Corresponding Tenor.


(13)        
“ISDA” means the International Swaps and Derivatives Association, Inc. or any
successor thereto.


(14)        
“ISDA Definitions” means the 2006 ISDA Definitions published by the ISDA or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published
from time to time.


(15)        
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive
or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence
of an index cessation event with respect to the Benchmark for the applicable tenor.


(16)        
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions
referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the
applicable tenor excluding the applicable ISDA Fallback Adjustment.


(17)        
“Reference Time” with respect to any determination of a Benchmark means (1) if
the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR
Conventions, and (2) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to
the Benchmark Replacement Conforming Changes.


(18)        
“Relevant Governmental Body” means the Board of Governors of the Federal Reserve
System (the “Federal Reserve”) and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve
and/or the FRBNY or any successor thereto.


(19)        
“SOFR” means the daily Secured Overnight Financing Rate provided by the FRBNY,
as the administrator of the benchmark (or a successor administrator), on the FRBNY’s Website.


(20)        
“Term SOFR” means the forward-looking term rate for the Corresponding Tenor based
on SOFR that has been selected or recommended by the Relevant Governmental Body.


(21)        
“Term SOFR Administrator” means any entity designated by the Relevant Governmental
Body as the administrator of Term SOFR (or a successor administrator).


(22)        
“Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months
that is published by the Term SOFR Administrator at the Reference Time for any Floating Interest Period, as determined by the Calculation
Agent after giving effect to the Three-Month Term SOFR Conventions.


(23)        
“Three-Month Term SOFR Conventions” means any determination, decision or election
with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication
of Three-Month Term SOFR, or changes to the definition of “Floating Interest Period”, timing and frequency of determining
Three-Month Term SOFR with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and
other administrative matters) that the Company decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark
in a manner substantially consistent with market practice (or, if the Company decides that adoption of any portion of such market practice
is not administratively feasible or if the Company determines that no market practice for the use of Three-Month Term SOFR exists, in
such other manner as the Company determines is reasonably necessary).


(24)        
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the
Benchmark Replacement Adjustment.


(d)           
In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that
is not a Business Day (as defined below), the interest payment due on that date shall be postponed to the next day that is a Business
Day and no additional interest shall accrue as a result of that postponement. In the event that any Floating Interest Payment Date during
the Floating Rate Period falls on a day that is not a Business Day (as defined below), the interest payment due on that date shall be
postponed to the next day that is a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the
postponement would cause the day to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment
Date shall instead be brought forward to the immediately preceding Business Day. The term “Business Day” means any day other
than a Saturday or Sunday or any other day on which banking institutions in the State of Connecticut are generally authorized or required
by law or executive order to be closed.


3.                 
Subordination. 


(a)                 
The indebtedness of the Company evidenced by this Subordinated Note, including the principal and
interest on this Subordinated Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims
of creditors of the Company whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively, “Senior
Indebtedness”), which shall consist of principal of (and premium, if any) and interest, if any, on: (i) all indebtedness and
obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures, securities,
notes or other similar instruments, and including, but not limited to all obligations to the Company’s general and secured creditors;
(ii) any deferred obligations of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary
course of business; (iii) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’
acceptances, security purchase facilities and similar direct credit substitutes; (iv) any capital lease obligations of the Company; (v)
all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts, commodity contracts and other similar arrangements or derivative products; (vi)
all obligations that are similar to those in clauses (i) through (v) of other persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (vii) all obligations of the types referred
to in clauses (i) through (vi) of other persons secured by a lien on any property or asset of the Company; and (viii) in the case of (i)
through (vii) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except
“Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly is junior
to, or ranks equally in right of payment with, the Subordinated Notes, (C) the existing junior subordinated debentures of the Company
(underlying the outstanding trust preferred securities) as of the date of the issuance of this Subordinated Note, or (D) any indebtedness
between the Company and any of its subsidiaries or Affiliates. This Subordinated Note is not secured by any assets of the Company or any
of its subsidiaries or Affiliates. The term “Affiliate(s)” means, with respect to any Person (as such term is defined
in the Purchase Agreement), such Person’s immediate family members, partners, members or parent and subsidiary corporations, and
any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates.


(b)           
In the event of liquidation of the Company, holders of Senior Indebtedness of the Company shall be
entitled to be paid in full with such interest as may be provided by law before any payment shall be made on account of principal of or
interest on this Subordinated Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors
or any liquidation or winding up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall
be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes,
including this Subordinated Note. In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior
Indebtedness, the registered holders of the Subordinated Notes from time to time (each a “Noteholder” and, collectively,
the “Noteholders”), together with the holders of any obligations of the Company ranking on parity with the Subordinated
Notes, shall be entitled to be paid from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon
before any payment or other distribution, whether in cash, property or otherwise, shall be made (i) with respect to any obligation that
by its terms expressly is junior in the right of payment to the Subordinated Notes, (ii) with respect to the existing junior subordinated
debentures of the Company (underlying the outstanding trust preferred securities) as of the date of the issuance of this Subordinated
Note to which this Subordinated Note shall be senior, (iii) with respect to any indebtedness between the Company and any of its subsidiaries
or Affiliates or (iv) on account of any capital stock.


(c)           
If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior
Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated,
unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall
be made by the Company with respect to the Subordinated Notes. The provisions of this paragraph shall not apply to any payment with respect
to which the immediately preceding paragraph of this Section 3 (Subordination) would be applicable.


(d)           
Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of
the Company having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes. Each Noteholder,
by its acceptance hereof, further acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and
such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing
to hold or in continuing to hold such Senior Indebtedness.


		4.	Redemption.



(a)           
Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the
Company in whole or in part prior to March 31, 2026 except in the event of a: (i) Tier 2 Capital Event (as defined below); (ii) Tax Event
(as defined below); or (iii) Investment Company Event (as defined below). Upon the occurrence of a Tier 2 Capital Event, a Tax Event or
an Investment Company Event, the Company may redeem this Subordinated Note, subject to Section 4(f) (Regulatory Approvals) hereof, in
whole but not in part, at any time, upon giving not less than 10 days’ notice to the holder of this Subordinated Note at an amount
equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date.
“Tier 2 Capital Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that,
as a result of (1) any amendment to, or change in, the laws, rules or regulations of the United States (including, for the avoidance of
doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) or
any political subdivision of or in the United States that is enacted or becomes effective after the issue date of this Subordinated Note,
(2) any proposed change in those laws, rules or regulations that is announced or becomes effective after the issue date of this Subordinated
Note, or (3) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting
or applying those laws, rules, regulations, policies or guidelines with respect thereto that is announced after the issue date of this
Subordinated Note, there is more than an insubstantial risk that the Company will not be entitled to treat the Subordinated Notes then
outstanding as Tier 2 capital (or its equivalent) for purposes of capital adequacy guidelines of the Federal Reserve Board, as then in
effect and applicable to the Company (“Tier 2 Capital”), for so long as any Subordinated Notes are outstanding. “Tax
Event” means the receipt by the Company of an opinion of independent tax counsel experienced in such matters to the effect that
as a result of (1) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation
thereunder, of the United States or any of its political subdivisions or taxing authorities; (2) a judicial decision, administrative action,
official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement
of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative or
Judicial Action”); or (3) an amendment to or change in any official position with respect to, or any interpretation of, an Administrative
or Judicial Action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation,
in each case, which change or amendment or challenge becomes effective or which pronouncement, decision or challenge is announced on or
after the issue date of this Subordinated Note, there is more than an insubstantial risk that interest payable by the Company on the Subordinated
Notes is not, or within 90 days of such opinion, will not be, deductible by the Company, in whole or in part, for United States federal
income tax purposes. “Investment Company Event” means receipt by the Company of an opinion of independent 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. 


(b)           
Redemption on or after Fifth Anniversary. On or after March 31, 2026, subject to the provisions
of Section 4(f) (Regulatory Approvals) hereof, this Subordinated Note shall be redeemable at the option of and by the Company,
in whole or in part from time to time upon any Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being
redeemed plus accrued but unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral
multiples of $1,000. In addition, the Company may redeem all or 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. The redemption referenced in this Section 4(b) (Redemption on
or after Fifth Anniversary) shall be subject to the receipt of any required regulatory approval.


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


(d)           
No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption
at the option of the holder of this Subordinated Note. 


(e)           
Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding
that this Subordinated Note has been called for redemption but has not yet been surrendered for cancellation, on and after the date fixed
for redemption interest shall cease to accrue on the portion of this Subordinated Note called for redemption, this Subordinated Note shall
no longer be deemed outstanding with respect to the portion called for redemption and all rights with respect to the portion of this Subordinated
Note called for redemption shall forthwith on such date fixed for redemption cease and terminate unless the Company shall default in the
payment of the redemption price, except only the right of the holder hereof to receive the amount payable on such redemption, without
interest. For purposes of clarity, any redemption made pursuant to the terms of this Subordinated Note shall be made on a pro rata basis,
and, for purposes of a redemption processed through DTC, on a “Pro Rata Pass-Through Distribution of Principal” basis, among
all of the Subordinated Notes outstanding at the time thereof.


(f)            
Regulatory Approvals. Any such redemption shall be subject to receipt of any and all required
federal and state regulatory approvals or non-objections, including, but not limited to, the consent of the Federal Reserve. In the case
of any redemption of this Subordinated Note pursuant to paragraph (b) of this Section 4 (Redemption on or after Fifth Anniversary),
the Company will give the holder hereof notice of redemption, which notice shall indicate the aggregate principal amount of Subordinated
Notes to be redeemed, not less than thirty (30) nor more than sixty (60) calendar days prior to the redemption date.


(g)           
Purchase and Resale of the Subordinated Notes. Subject to any required federal and state regulatory
approvals and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at
any time in the open market, private transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion,
hold, resell or cancel any of the purchased Subordinated Notes.


		5.	Global Subordinated Notes.



(a)           
Provided that applicable depository eligibility requirements are met, the Subordinated Notes owned
by Noteholders that are Qualified Institutional Buyers and/or institutional “accredited investors” shall be issued in the
form of one or more Global Subordinated Notes (each a “Global Subordinated Note”) registered in the name of DTC or
another organization registered as a clearing agency under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and designated as Depositary by the Company or any successor thereto (the “Depositary”) or a nominee thereof and delivered
to such Depositary or a nominee thereof.


(b)           
Notwithstanding any other provision herein, no Global Subordinated Note may be exchanged in whole
or in part for Subordinated Notes registered, and no transfer of a Global Subordinated Note in whole or in part may be registered, in
the name of any person other than the Depositary for such Global Subordinated Note or a nominee thereof unless (i) such Depositary advises
the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with
respect to such Global Subordinated Note, and no qualified successor is appointed by the Company within ninety (90) days of receipt by
the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is
appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company elects to terminate the book-entry
system through the Depositary or (iv) an Event of Default (as defined in Section 6 (Events of Default; Acceleration)) shall have
occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 5(b),
the Company or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such
Global Subordinated Note of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests
requesting the same.


(c)           
If any Global Subordinated Note is to be exchanged for other Subordinated Notes or canceled in part,
or if another Subordinated Note is to be exchanged in whole or in part for a beneficial interest in any Global Subordinated Note, then
either (i) such Global Subordinated Note shall be so surrendered for exchange or cancellation as provided in this Section 5 or
(ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled,
or equal to the principal amount of such other Subordinated Note to be so exchanged for a beneficial interest therein, as the case may
be, by means of an appropriate adjustment made on the records of the Company or, if applicable, the Company’s registrar and transfer
agent (“Registrar”), whereupon the Company or, if applicable, the Registrar, in accordance with the applicable rules
and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Subordinated Note
by the Depositary, accompanied by registration instructions, the Company shall execute and deliver any Subordinated Notes issuable in
exchange for such Global Subordinated Note (or any portion thereof) in accordance with the instructions of the Depositary.


(d)           
Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for
or in lieu of, a Global Subordinated Note or any portion thereof shall be executed and delivered in the form of, and shall be, a Global
Subordinated Note, unless such Subordinated Note is registered in the name of a person other than the Depositary for such Global Subordinated
Note or a nominee thereof.


(e)           
The Depositary or its nominee, as the registered owner of a Global Subordinated Note, shall be the
holder of such Global Subordinated Note for all purposes under this Subordinated Note, and owners of beneficial interests in a Global
Subordinated Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial
interest in a Global Subordinated Note shall be shown only on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Depositary participants. If applicable, the Registrar shall be entitled to deal with
the Depositary for all purposes relating to a Global Subordinated Note (including the payment of principal and interest thereon and the
giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole holder of the Subordinated
Note and shall have no obligations to the owners of beneficial interests therein. The Registrar shall have no liability in respect of
any transfers undertaken by the Depositary.


(f)            
The rights of owners of beneficial interests in a Global Subordinated Note shall be exercised only
through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its
participants.


(g)           
No holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary
shall have any rights with respect to such Global Subordinated Note, and such Depositary may be treated by the Company and any agent of
the Company as the owner of such Global Subordinated Note for all purposes whatsoever. Neither the Company nor any agent of the Company
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 maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company or any agent of the Company from giving effect to any written
certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as holder of any
Subordinated Note.


6.                 
Events of Default; Acceleration. 


Each of the following events shall constitute an “Event
of Default”:


 


(a)           
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 sixty (60) consecutive days;


(b)           
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;


(c)           
the Company (i) becomes insolvent or is unable to pay its debts as they mature, (ii) makes an assignment
for the benefit of creditors, (iii) admits in writing its inability to pay its debts as they mature or (iv) ceases to be a bank holding
company or financial holding company under the Bank Holding Company Act of 1956, as amended;


(d)           
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 fifteen (15) days;


(e)           
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;


(f)            
the liquidation of the Company (for avoidance of doubt, “liquidation”
does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a reorganization in bankruptcy) of
the Company or any of its subsidiaries);


(g)           
the failure of the Company to perform any other covenant or agreement on the part of the Company
contained in the Subordinated Notes, and the continuation of such failure for a period of thirty (30) 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 22 (Notices), to the Company by a Noteholder; or 


(h)           
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 $25,000,000, 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 case of clause (ii), without such indebtedness having been discharged or such acceleration having been
rescinded or annulled.


Unless the principal amount of
this Subordinated Note already shall have become due and payable, if an Event of Default set forth in Section 6(a) or Section
6(b) above shall have occurred and be continuing, the Noteholder, by notice in writing to the Company, may declare the principal amount
of this Subordinated Note to be due and payable immediately and, upon any such declaration, the same shall become and shall be immediately
due and payable, 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 6(a) or Section 6(b), no Noteholder may accelerate
the Maturity Date of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes,
immediately due and payable. The Company, within forty-five (45) calendar days after the receipt of written notice from any Noteholder
of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown
on the Security Register (as defined in Section 14 (Registration of Transfer, Security Register) below), such written notice of
Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company
in writing.


 


7.                 
Failure to Make Payments. In the event of an Event
of Default under Section 6(c), Section 6(d) or Section 6(e) above, the Company will, upon demand of the Noteholder,
pay to the Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the
Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated
Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated
Note may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid and such amount as shall
be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of such Noteholder, its agents and counsel, may prosecute such proceeding to judgment or final decree and may enforce the
same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of
the Company.


Upon the occurrence of a failure
by the Company to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such Event
of Default is cured by the Company or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except
as may be required by any federal or state bank regulatory agency, the Company shall not: (a) 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; (b) make any
payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal
with or junior to the Subordinated Notes; or (c) 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 the Company’s common stock; (ii) any declaration of a non-cash 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 the Company’s capital stock or the exchange or conversion
of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the
purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related
to the issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the
Company’s dividend reinvestment plans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted
Dividends”).


 


		8.	Affirmative Covenants of the Company.



(a)           
Notice of Certain Events. To the extent permitted by applicable statute, rule or regulation,
unless the Company is then subject to Section 13 or 15(d) of the Exchange Act, the Company shall provide written notice to the Noteholder
of the occurrence of any of the following events as soon as practicable, but in no event later than fifteen (15) Business Days following
the Company becoming aware of the occurrence of such event:


(i)            
The Company or any of its banking subsidiaries become less than “well-capitalized” as
defined under the then applicable regulatory capital standards;


(ii)           
The Company, or any of the Company’s subsidiaries, or any officer of the Company (in such capacity),
becomes subject to any formal, written regulatory enforcement action (as defined by the applicable state or federal bank regulatory authority);


(iii)         
The dollar amount of any nonperforming assets of the Company on a consolidated basis as of the end
of a given fiscal quarter as a percentage of the Company’s total loan portfolio exceeds four percent (4.00%); 


(iv)          
The appointment, resignation, removal or termination of the chief executive officer and president
of the Company or the Bank; or


(v)           
There is a change in ownership of 25% or more of the outstanding securities of the Company entitled
to vote for the election of directors.


(b)           
Payment of Principal and Interest. The Company covenants and agrees for the benefit of the
Noteholder that it will duly and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms
hereof. 


(c)           
Maintenance of Office. The Company will maintain an office or agency in the town of Lakeville,
Connecticut 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 may be served.


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 rescission will in any manner relieve
the Company of its obligation to maintain an office or agency in the State of Connecticut. The Company will give prompt written notice
to the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency.


 


(d)           
Corporate Existence. 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 subsidiary;
and (iii) the rights (constituent governing documents and statutory), licenses and franchises of the Company and each of its subsidiaries;
provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its subsidiaries
or any such right, license or franchise of the Company or any of its 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 subsidiaries taken as a whole
and that the loss thereof will not be disadvantageous in any material respect to the Noteholders.


(e)           
Maintenance of Properties. The Company will, and will cause each 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 8(d) will prevent the Company or any
subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the reasonable
judgment of the Board of Directors of the Company or of any subsidiary, as the case may be, desirable in the conduct of its business.


(f)            
Transfer of Voting Stock. The Company will not, nor will it permit the Bank to, directly or
indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights
to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any subsidiary of the
Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company’s consolidated assets
(“Material Subsidiary”), nor will the Company permit the Material Subsidiary to issue any shares of, or securities
convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in
each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material
Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own,
directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary. “Voting Stock”
means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power because of default in dividends or other default.


(g)           
Waiver of Certain Covenants. The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 8(b) (Maintenance of Office), Section 8(c) (Corporate Existence),
Section 8(d) (Maintenance of Properties), or Section 8(e) (Transfer of Voting Stock) above, with respect to this Subordinated
Note if before the time for such compliance the Noteholders of at least a majority in aggregate principal amount of the outstanding Subordinated
Notes, by act of such Noteholders, 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 in respect of any such term, provision or condition
will remain in full force and effect.


(h)           
Tier 2 Capital. Whether or not the Company is subject to consolidated capital requirements
under applicable regulations of the Federal Reserve, 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, the Company will promptly notify the Noteholders and thereafter, the Company and
the Noteholders will work together in good faith to 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; provided, however,
that nothing contained in this Section 8(g) (Tier 2 Capital) shall limit the Company’s right to redeem the Subordinated Notes
upon the occurrence of a Tier 2 Capital Event pursuant to Section 4(a) (Redemption Prior to Fifth Anniversary) or Section 4(b)
(Redemption on or after Fifth Anniversary).


(i)            
Compliance with Laws. The Company and each Subsidiary of the Company shall comply with the
requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would
not reasonably be expected to have a Material Adverse Effect (as such term is defined in the Purchase Agreement) on the Company and its
subsidiaries taken as a whole.


(j)            
Taxes and Assessments. The Company shall punctually pay and discharge all material taxes,
assessments, and other governmental charges or levies imposed upon it or upon its income or upon any of its properties; provided, that
no such taxes, assessments or other governmental charges need be paid if they are being contested in good faith by the Company.


(k)           
Financial Statements.


 


(i)Unless the Company
is then subject to Section 13 or 15(d) of the Exchange Act, not later than forty-five (45) days following the end of each semi-annual
or quarterly period, as applicable, for which the Company has not submitted a Consolidated Financial Statements for Holding Companies
Reporting Form FR Y-9C to the Federal Reserve, upon request, the Company shall provide the Noteholder with a copy of the Company’s
unaudited parent company only balance sheet and statement of income (loss) for and as of the end of such immediately preceding fiscal
quarter, prepared in accordance with past practice. Quarterly financial statements, if required herein, shall be unaudited and need not
comply with GAAP.


 


(ii)       Unless
the Company is then subject to Section 13 or 15(d) of the Exchange Act, not later than ninety (90) days from the end of each fiscal
year, upon request, the Company shall provide the Noteholder with copies of the Company’s audited financial statements consisting
of the consolidated balance sheet of the Company as of the fiscal year end and the related statements of income (loss), stockholders’
equity and cash flows for the fiscal year then ended. Such financial statements shall be prepared in accordance with GAAP applied on a
consistent basis throughout the period involved.


 


(l)       Company
Statement as to Compliance. The Company will deliver to the Noteholders, within one hundred (120) days after the end of each fiscal
year, an Officer’s Certificate covering the preceding fiscal year, stating whether or not, to the best of the certifying officer’s
knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated
Note (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 such officer may have knowledge.


		9.	Negative Covenants of the Company.



(a)           
Limitation on Dividends. The Company shall not declare or pay any dividend or make any distribution
on capital stock or other equity securities of any kind of the Company if the Company is not “well capitalized” for regulatory
purposes immediately prior to or after giving effect to the declaration of such dividend or distribution, except for Permitted Dividends.


(b)           
Merger or Sale of Assets. The Company shall not merge into another entity, effect a Change
in Bank Control (as defined below) or convey, transfer or lease substantially all of its properties and assets to any person, unless:


(i)            
the continuing entity into which the Company is merged or the person which acquires by conveyance
or transfer or which leases substantially all of the properties and assets of the Company shall be a corporation, association or other
legal entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and
expressly assumes the due and punctual payment of the principal of and any premium and interest on the Subordinated Notes according to
their terms, and the due and punctual performance of all covenants and conditions hereof on the part of the Company to be performed or
observed; and


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


“Change in Bank Control”
means the sale, transfer, lease or conveyance by the Company, or an issuance of equity securities by the Bank other than to the Company,
in either case resulting in ownership by the Company of less than 50% of the Bank.


 


10.          
Denominations. The Subordinated Notes are issuable
only in registered form without interest coupons in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.


11.          
Charges and Transfer Taxes. No service charge will
be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note,
or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment
of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or
exchange of this Subordinated Note from the Noteholder requesting such transfer or exchange.


12.          
Payment Procedures. Payment of the principal and
interest payable on the Maturity Date will be made by check, by wire transfer or by Automated Clearing House (ACH) transfer in immediately
available funds to a bank account in the United States designated by the registered Noteholder if such Noteholder shall have previously
provided wire instructions to the Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined
in Section 22 (Notices) below) or at such other place or places as the Company shall designate by notice to the registered Noteholders
as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the Company to make such payments
in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall
be made on each Interest Payment Date by wire transfer in immediately available funds or check mailed to the registered Noteholder, as
such person’s address appears on the Security Register. Interest payable on any Interest Payment Date shall be payable to the Noteholder
in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the
applicable Interest Payment Date, without regard to whether such date is a Business Day, except that interest not paid on the Interest
Payment Date, if any, will be paid to the holder in whose name this Subordinated Note is registered at the close of business on a special
record date fixed by the Company (a “Special Record Date”), notice of which shall be given to the Noteholder not less
than ten (10) calendar days prior to such Special Record Date. To the extent permitted by applicable law, interest shall accrue, at the
rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated
Note not paid when due. All payments on this Subordinated Note shall be applied first against costs and expenses of the Noteholder, if
any, for which the Company is liable under this Subordinated Note; then against interest due hereunder; and then against principal due
hereunder. The Noteholder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Subordinated
Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Subordinated Notes.
In the event that the Noteholder receives payments in excess of its pro rata share of the Company’s payments to the holders of all
of the Subordinated Notes, then the Noteholder shall hold in trust all such excess payments for the benefit of the other Noteholders and
shall pay such amounts held in trust to such other holders upon demand by such holders.


13.          
Form of Payment. Payments of principal of and interest
on this Subordinated Note shall be made in such coin or currency of the United States of America as at the time of payment shall be legal
tender for the payment of public and private debts.


14.          
Registration of Transfer, Security Register. Except
as otherwise provided herein, this Subordinated Note is transferable in whole or in part, and may be exchanged for a like aggregate principal
amount of Subordinated Notes of other authorized denominations, by the Noteholder in person, or by its attorney duly authorized in writing,
at the Payment Office or the offices of the Registrar. The Company or its agent (the “Registrar”) shall maintain a
register providing for the registration of the Subordinated Notes and any exchange or transfer thereof (the “Security Register”).
Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company or the Registrar shall
execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum
denomination of $250,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of
counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth herein below) and that is or are registered
in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration of transfer or for
exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto and incorporated
herein, duly executed by the Noteholder or its attorney duly authorized in writing, with such tax identification number or other information
for each person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s)
appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange
or registration of transfer of this Subordinated Note shall be made on or after (i) the fifteenth (15th) day immediately preceding
the Maturity Date or (ii) the due delivery of notice of redemption.


Each Note will bear a legend
in substantially the following form:


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


15.          
Successors and Assigns. This Subordinated Note shall
be binding upon the Company and inure to the benefit of the Noteholder and its respective successors and permitted assigns. The Noteholder
may assign all, or any part of, or any interest in, the Noteholder’s rights and benefits hereunder only to the extent and in the
manner permitted by the terms of this Note. To the extent of any such assignment, such assignee shall have the same rights and benefits
against the Company and shall agree to be bound by and to comply with the terms and conditions of the Purchase Agreement as it would have
had if it were the Noteholder hereunder.


16.          
Priority. The Subordinated Notes rank pari passu
among themselves and pari passu, in the event of any insolvency proceeding, dissolution, assignment for the benefit of creditors,
reorganization, restructuring of debt, marshaling of assets and liabilities or similar proceeding or any liquidation or winding up of
the Company, with all other present or future unsecured subordinated debt obligations of the Company, except any unsecured subordinated
debt that, pursuant to its express terms, is senior or subordinate in right of payment to the Subordinated Notes.


17.          
Ownership. Prior to due presentment of this Subordinated
Note for registration of transfer, the Company may treat the holder in whose name this Subordinated Note is registered in the Security
Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and
for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice
to the contrary.


18.          
Waiver and Consent. 


(a)           
This Subordinated Note may be amended or waived pursuant to, and in accordance with, the provisions
set forth herein and as set forth in Section 7.3 of the Purchase Agreement. Any such consent or waiver given by the Noteholder shall be
conclusive and binding upon such Noteholder and upon all subsequent holders of this Subordinated Note and of any Subordinated Note issued
upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Subordinated Note. No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of
Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured
depository institution which shall be a Noteholder or which otherwise shall have any beneficial ownership interest in this Subordinated
Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset
with respect to the indebtedness evidenced thereby.


(b)          
No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated
Notes shall be effective except with the consent of the Noteholders holding not less than fifty percent (50%) in aggregate principal amount
(excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided,
however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce
the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated
Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company
under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes
required to approve any amendment of the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events
of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated
Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect the rights of any of the holders of the
then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without
the consent of the Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition
to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of
any of the Subordinated Notes. No failure to exercise or delay in exercising, by any Noteholder of the Subordinated Notes, of any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law, except as restricted hereby.
The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or
equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the Noteholders to any other or further action in any circumstances
without notice or demand. No consent or waiver, expressed or implied, by the Noteholders to or of any breach or default by the Company
in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default
in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Noteholders to complain of
any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a
waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the
Company.


19.          
Absolute and Unconditional Obligation of the Company.



(a)           
No provisions of this Subordinated Note shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and interest on this Subordinated Note at the times, places and rate, and in the coin
or currency, herein prescribed.


(b)           
No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of
Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.


(c)           
Any insured depository institution which shall be a Noteholder or which otherwise shall have any
beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Note (or beneficial interest therein), be deemed
to have waived any right of offset with respect to the indebtedness evidenced thereby.


20.          
No 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 of the Company.


21.          
No Recourse Against Others. No recourse under or
upon any obligation, covenant or agreement contained 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 Noteholder and as part of the consideration for the issuance of
this Subordinated Note.


22.          
Notices. All notices to the Company under this Subordinated
Note shall be in writing and addressed to the Company at 5 Bissell Street, P.O. Box 1868, Lakeville, CT 06039, Attention: President and
Chief Executive Officer, or to such other address as the Company may notify to the Noteholder (the “Payment Office”).
All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at his or its address as set forth
in the Security Register.


23.          
Further Issues. The Company may, without the consent
of the Noteholders, create and issue additional notes having the same terms and conditions of the Subordinated Notes (except for the Issue
Date and issue price) so that such further notes shall be consolidated and form a single series with the Subordinated Notes.


24.          
Governing Law; Interpretation. THIS SUBORDINATED
NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF CONNECTICUT AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CONNECTICUT. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING
PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER
TO SATISFY SUCH INTENT.


 


 


[Signature Page Follows]


 




    	 



    	 



    

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


Salisbury Bancorp, Inc.


 


By:_______________________________________

Name: Richard J. Cantele, Jr.

Title: President and Chief Executive Officer


ATTEST:


 


__________________________________

Name: Shelly Humeston


Title:Secretary


 


PAYING
AGENT’S/REGISTRAR’S CERTIFICATE OF AUTHENTICATION


This is one of the Subordinated Notes of Salisbury
Bancorp, Inc. referred to in the within-mentioned Purchase Agreement:


UMB BANK, NATIONAL ASSOCIATION


as Paying Agent/Registrar


 


 


By:                                                             


Name: Mauri J. Cowen


Title: Senior Vice President


 


Dated:                                                        


 


 


 


 


 


 


 


 


 


[Signature Page to Subordinated Note]


 



    	 	 	 



     


    




ASSIGNMENT FORM


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




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




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


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


 


Date:____________________________ Your signature:________________________


(Sign exactly as your name appears on the face of this Subordinated
Note)


Tax Identification No:_____________________


Signature Guarantee:_______________________________________________________


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


The undersigned certifies that it [is / is not] an
Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.


 


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


 


CHECK ONE BOX BELOW:


	□	(1)	acquired for the undersigned’s own account, without transfer;
	□	(2)	transferred to the Company;
	□	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	□	(4)	transferred under an effective registration statement under the Securities Act;
	□	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;
	□	(6)	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act);
	□	(7)	transferred to an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), not referred to in item (6) that has been provided with the information designated under Section 4(d) of the Securities Act; or
	□	(8)	transferred in accordance with another available exemption from the registration requirements of the Securities Act.


Unless one of the boxes is checked, the Company 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), (7)
or (8) is checked, the Company 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 Company 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 Exchange Act Rule 17Ad-l5).


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


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