SUBSCRIPTION AGREEMENT


Units
Consisting of Shares of Common Stock


and 10%
Subordinated Debentures


 


FNBH Bancorp, Inc.


 


 


 


	To: 	FNBH Bancorp, Inc.
	 	Attn: Chief Financial Officer
	 	101 East Grand River Avenue
	 	Howell, MI 48843


 


Re:Units
Consisting of Shares of Common Stock and 10% Subordinated Debentures


 


1.       CERTAIN
DEFINITIONS. When used in this Subscription Agreement, the following terms shall have the following meanings:


 


A.       Agreement.
“Agreement” means this Subscription Agreement.


 


B.       Bank.
“Bank” means the First National Bank in Howell, a wholly-owned subsidiary of the Company.


 


C.       Common
Stock. “Common Stock” means the common stock of the Company.


 


D.       Company.
“Company” means FNBH Bancorp, Inc., a Michigan corporation.


 


E.       Debentures.
“Debentures” means the 10% subordinated debenture in substantially the form attached as Exhibit A to the
Memorandum.


 


F.       Memorandum.
The “Offering Memorandum” is the Confidential Private Placement Memorandum prepared by the Company and dated July 7,
2011, as modified by a First Supplement dated August 1, 2011, a Second Supplement dated September 12, 2011, a Third Supplement
dated September 30, 2011, a Fourth Supplement dated November 14, 2011, a Fifth Supplement dated December 31, 2011, a Sixth Supplement
dated January 31, 2012, and a Seventh Supplement dated April 23, 2012, and as may be further modified, supplemented, or restated
from time to time.


 


G.       Securities.
“Securities” means the Shares and the Debentures, collectively.


 


H.       Subscriber.
“Subscriber” means the person(s) or entity(ies) executing this Agreement, other than the Company.


 


I.       Units.
A “Unit” consists of 715 shares1
of Common Stock and $1,000 principal amount of Debentures; provided that the number of shares of Common Stock included within each
Unit shall be appropriately adjusted to reflect any reverse stock split or similar transaction effected after the date of the Memorandum
but prior to the issuance of such shares.


 





 



1 This number has already been adjusted
to reflect the 1-for-7 reverse stock split effected October 3, 2011.



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2.       SUBSCRIPTION.
On the terms and subject to the conditions of this Agreement, the Subscriber irrevocably offers and agrees to purchase and
to pay for such number of Units as is set forth on the signature page of this Agreement. For each Unit purchased pursuant to this
Agreement, the Subscriber will receive (a) 715 shares2
of Common Stock (as adjusted to reflect any reverse stock split or similar transaction effected after the date of the Memorandum
but prior to the issuance of such shares), and (b) a Debenture in the principal amount of $1,000. The Subscriber specifically
accepts, adopts, and consents to be bound by each and every provision of this Agreement. The Subscriber shall pay for the Units
subscribed for pursuant to this Agreement at the price of $1,500 per Unit, in good funds (e.g. cashier’s check, personal
check or wire transfer), and for that purpose agrees to tender upon request an amount equal to the total “Dollar Amount of
Subscription” as set forth on the signature page of this Agreement. The Subscriber acknowledges and agrees the Company may
request payment of these funds at any time or from time to time after the Subscriber’s execution and delivery of this Agreement
and prior to a Closing (as defined below).


 


3.       CLOSING.
The Company may conduct one or more closings of the purchase and sale of the Securities (each, a “Closing”). Each Closing
shall occur on such date as may be determined by the Company (each, a “Closing Date”). In connection with each Closing,
the Company or the Company’s transfer agent will deliver to the Subscriber the Securities, each registered in the Subscriber’s
name (or in the name of such Subscriber’s nominees as may be specified by such Subscriber), against payment by the Subscriber
of the purchase price set forth in Section 2 above. After the purchase price has been paid by the Subscriber pursuant to Section 2
above, such funds may be held in escrow by the Company pending a Closing, at which time the funds may be accepted and used by the
Company for any purpose.  With respect to any funds paid by the Subscriber pursuant to Section 2 above and held by the
Company in escrow for a Closing to be held after December 31, 2011, the Company agrees to pay to the Subscriber the interest,
if any, earned on such funds while they are held in escrow; provided that the Company shall have no obligation to place the funds
in an interest-bearing account and the Company shall have no liability to the Subscriber as a result of the amount of interest
(or lack of interest) earned on such funds.


 


4.       CONDITIONS
PRECEDENT. Each of the Subscriber’s and the Company’s respective obligations to complete the Closing is subject
to the fulfillment prior to the Closing of each of the conditions set forth in this Section 4, except to the extent any such
condition is waived by the Subscriber.


 


A.       Registration
Rights Agreement. The Company shall have entered into the Registration Rights Agreement in the form attached as Exhibit C
to the Memorandum.


 


B.       Consent
Order. The Office of the Comptroller of the Currency (OCC) shall have communicated to the Bank, verbally or in writing,
that the Consent Order issued against the Bank on September 24, 2009, will be lifted or modified in a manner satisfactory
to investors in the Private Placement (as defined in the Memorandum) who have subscribed to purchase (and have had those subscriptions
accepted by the Company) at least a majority of the total Units subscribed for in the Private Placement (such investors are
referred to as a “Majority of Investors”). The condition described in this subsection B. shall be deemed satisfied
if an officer of the Bank certifies in writing that a Majority of Investors have agreed that this condition has been met.


 





 



2 This number has already been adjusted
to reflect the 1-for-7 reverse stock split effected October 3, 2011.






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5.        ACCEPTANCE.
This Agreement is made subject to the Company’s discretionary right to accept or reject the subscription set forth in this
Agreement in whole or in part. Following action by the Company, the Subscriber will be notified as to whether the subscription
has been accepted or rejected. If the Company shall for any reason reject all or part of this subscription, any amount already
paid by the Subscriber with respect to the rejected subscription (whether in whole or in part) will be promptly refunded,
without interest. Acceptance of this subscription by the Company will be evidenced by the delivery by the Company to the Subscriber
of a copy of this Agreement countersigned by an officer of the Company. This Agreement, including the Subscriber’s commitment
to purchase the Securities set forth in this Agreement, is not revocable or cancelable by the Subscriber.


 


6.        REPRESENTATIONS
AND WARRANTIES OF SUBSCRIBER. The Subscriber represents and warrants to the Company as follows, recognizing that the information
contained in this Agreement is being furnished to the Company in order for the Company to determine whether the Subscriber’s
subscription to purchase Securities should be accepted by the Company in light of the requirements of Section 4(2) of
the Securities Act of 1933 (the “Securities Act”) and the rules and regulations promulgated under the Securities
Act, similar sections of the securities laws of various states, and other relevant factors. The Subscriber understands that (a) the
Company will rely on the information contained in this Agreement for purposes of such determination, (b) none of the Securities
will be registered under the Securities Act, but are being issued in reliance upon exemptions from registration afforded under
the Securities Act, which may include Regulation D promulgated pursuant to the Securities Act (“Regulation D”), and
(c) none of the Securities will be registered or qualified under any state securities laws. Subscriber also represents and
warrants to the Company as follows:


 


A.       Advisors.
Subscriber acknowledges that it has been advised to consult with its own attorney regarding legal matters concerning the Company
and the Securities and to consult with its tax advisor regarding the tax consequences of acquiring the Securities.


 


B.       Confidential
Private Placement Memorandum and Access to SEC Filings. Subscriber has received and has had a full opportunity
to review the Memorandum, including the description of the Securities and the Risk Factors contained in the Memorandum. Subscriber
acknowledges it has had full access to the Company’s public filings made pursuant to the Securities Exchange Act of 1934,
as amended, which access can be gained at http://www.sec.gov. By entering into this Agreement, the Subscriber acknowledges receipt
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and the proxy statement for the 2012
annual meeting of shareholders. The Subscriber has had sufficient opportunity to request from the Company any information regarding
the Company or an investment in the Securities as deemed necessary or desirable by the Subscriber, all of such information has
been provided, and the Subscriber has had sufficient opportunity to review all of such information. The Subscriber is not aware
of any inaccuracy or misstatement in the Memorandum.


 


C.       Securities
Not Registered. Subscriber understands that the Securities have not been registered under the Securities Act or any other
securities laws, but are being offered and sold to Subscriber in reliance upon specific exemptions from the registration requirements
of federal and state securities laws, and the Company is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments, and understandings of Subscriber set forth in this Agreement in order to determine the applicability
of such exemptions and the suitability of Subscribers to acquire the Securities.


 


D.       Investment
Experience. The Subscriber is a sophisticated, accredited, and experienced investor with regard to high-risk investments
in restricted securities of the sort referred to in this Agreement (and the Memorandum) and is willing and able to bear the
economic risk of an investment in the Securities in an amount equal to the amount the Subscriber has subscribed to purchase. The
Subscriber has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks
of an investment in the Securities. The Subscriber has adequate means of providing for current needs and personal contingencies,
has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size
contemplated. In making this statement, the Subscriber considered whether the Subscriber could afford to hold the Securities for
an indefinite period and whether, at this time, the Subscriber could afford a complete loss of an investment in the Securities.



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E.       Accredited
Investor Status. The Subscriber has submitted to the Company a complete and executed “Accredited Investor Questionnaire”
substantially in the form attached to this Agreement. The Subscriber certifies it is an “Accredited Investor,” as that
term is defined under Rule 501(a) of the Securities Act, and all information the Subscriber has provided to the Company
in the Accredited Investor Questionnaire is correct and complete as of the date set forth in such Accredited Investor Questionnaire.
The Subscriber is aware the sale of the Securities is being made in reliance on Rule 506 of Regulation D, an exemption for
non-public offerings under Section 4(2) of the Securities Act.


F.       Purchase
for Own Account. The Subscriber’s purchase of the Securities will be solely for the Subscriber’s own account
and not for the account of any other person.


 


G.       Investment
Purpose. The Securities are being acquired by the Subscriber in good faith for investment and not with a view to distributing
such Securities to others or otherwise reselling any of the Securities. The Subscriber understands the substance of the above representations
is (i) that the Subscriber does not presently intend to sell or otherwise dispose of all or any part of the Securities; (ii) that
the Subscriber does not now have in mind the sale or other disposition of all or any part of the Securities on the occurrence or
nonoccurrence of any predetermined event; and (iii) that the Company is relying upon the truth and accuracy of the representations.


 


H.       Investment
Risks. The Subscriber understands the purchase of the Securities is subject to risks as stated in the Risk Factors section
of the Memorandum and the Risk Factors disclosed in the Company’s SEC filings (including those filed after the date of the
Memorandum) or as otherwise may be applicable to similar investments. The Subscriber acknowledges it has had an opportunity
to review, and upon review, fully understands all of such Risk Factors.


 


I.       Due
Diligence. The Subscriber has relied solely upon this Agreement, the Memorandum (including its exhibits), and the independent
investigations made by the Subscriber with respect to the Securities subscribed, and no oral or written representations beyond
the Company’s SEC filings have been made to or been relied upon by the Subscriber in making this investment decision.


J.       Representations
Complete. The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s
knowledge, and the Company may rely upon them. The Subscriber will notify the Company immediately if any material change occurs
in any of this information before the Closing.


 


K.       Transfer
Restrictions and Resale. None of the Securities have been registered with the Securities and Exchange Commission. The Securities
may be sold or transferred only in compliance with the applicable securities laws and regulations, including the Securities Act.
The Securities will be “restricted securities” for purposes of Rule 144 issued under the Securities Act. The Subscriber
agrees to comply with Rule 144, which permits resales of shares by persons not affiliated with the Company only if the shares
have been held for at least six months. The Subscriber acknowledges that due to the status of the Securities as “restricted
securities,” it may not be possible to liquidate the Subscriber’s investment in the Company during the six month (or
longer) holding period required by Rule 144. The Subscriber acknowledges the holding period required by Rule 144
is one year if the Subscriber is deemed to be an “affiliate” of the Company, as such term is defined in Rule 144.



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L.       Legend.
The Subscriber understands and agrees stop transfer instructions relating to the Common Stock will be placed in the Company’s
stock transfer ledger, and the certificates and other instruments evidencing the Common Stock will bear a legend in substantially
the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED
SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER.”


 


M.       Binding
Obligation. This Agreement, if and when fully executed and accepted by the Company, will constitute a valid and legally
binding obligation of the Subscriber, enforceable in accordance with its terms except (a) as its obligations may be affected
by bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles relating to or limiting creditors’
rights generally, and (b) that the remedies of specific performance, injunction, and other forms of equitable relief are subject
to certain tests of equity jurisdiction, equitable defenses, and the discretion of the court before which any proceeding for any
such remedy may be brought. The Subscriber, if it is a partnership, joint venture, corporation, trust, or other entity, was not
formed or organized for the specific purpose of acquiring the Securities. The purchase of the Securities by the Subscriber, if
it is an entity, is a permissible investment in accordance with the Subscriber’s Articles of Incorporation, bylaws, partnership
agreement, articles of organization, declaration of trust, or other similar charter document, and has been duly approved by all
requisite action by the entity’s owners, directors, officers, or other authorized managers. The person signing this Agreement
and all documents necessary to consummate the purchase of the Securities has all requisite authority to sign such documents on
behalf of the Subscriber, if it is an entity.


 


N.       No
General Solicitation. The Securities were not offered to the Subscriber by way of general solicitation or general advertising
and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper
or magazine article, or radio or televisions advertisement.


 


O.       Future
Issuances. The Company may in the future issue additional preferred stock, senior debt, subordinated debt, and/or
Common Stock and/or options, warrants, or other rights to acquire preferred stock, senior debt, subordinated debt, and/or Common
Stock.


 


7.        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. In connection with the agreement to purchase Securities by
Subscriber set forth in this Agreement, the Company represents and warrants as follows:


 



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A.       The
Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the
State of Michigan and has all the requisite power and authority to conduct its business and own and operate its properties and
to enter into and execute this Agreement and to carry out the transactions contemplated by this Agreement.


 


B.       Authority.
The Company has the power to execute, deliver, and perform the terms and provisions of this Agreement and has taken all necessary
action to authorize the execution, delivery, and performance of this Agreement and to authorize the issuance and sale of the Securities
contemplated by this Agreement, and the representatives of the Company executing this Agreement are duly authorized to do so.


 


C.       Capitalization.
The authorized capital stock of the Company consists of 7,000,000 shares of Common Stock, of which 453,553 shares were outstanding
as of December 31, 2011, and 30,000 shares of preferred stock, of which no shares were outstanding as of March 31, 2011.


 


D.       Binding
Obligation. Assuming the due execution and delivery of this Agreement by the Subscriber, this Agreement is a legal, valid,
and binding obligation of the Company, enforceable in accordance with its terms except (a) as its obligations may be affected
by bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles relating to or limiting creditors’
rights generally, and (b) that the remedies of specific performance, injunction, and other forms of equitable relief are subject
to certain tests of equity jurisdiction, equitable defenses, and the discretion of the court before which any proceeding for such
remedy may be brought.


 


E.       No
Conflicts. The execution, delivery, and performance of this Agreement and the fulfillment of or compliance with the terms
and provisions of this Agreement, including the issuance and sale of the Securities contemplated by this Agreement, are not in
contravention of or in conflict with any material contract to which the Company is a party or by which the Company or any of its
properties may be bound or affected.


 


F.       Validly
Issued. Upon receipt by the Company of payment for the Shares as contemplated by this Agreement and upon issuance of the
Shares in accordance with this Agreement, the Shares will be validly issued and outstanding, fully paid, and non-assessable.


 


8.       ENTIRE
AGREEMENT. Except as set forth in Section 12 below, this Agreement, together with the
Accredited Investor Questionnaire, constitute the entire agreement between the parties with respect to the subscription for the
Securities described in this Agreement and may only be amended by a writing executed by all parties to this Agreement.


 


9.       SURVIVAL
OF REPRESENTATIONS. The representations, warranties, acknowledgements, and agreements made
in this Agreement shall survive issuance of the Securities.


 


10.       WAIVERS.
No waiver or modification of any of the terms of this Agreement shall be valid unless in writing. No waiver of a breach of, or
default under, any provision of this Agreement shall be deemed a waiver of such provision or of any subsequent breach or default
of the same or similar nature or of any provision or condition of this Agreement.


 


11.       COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 



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12.       CONFIDENTIALITY
AGREEMENT. The Subscriber agrees the provisions of any Confidentiality Agreement previously
signed by the Subscriber in connection with the private placement of the Securities remains in full force and effect.


 


13.       NOTICES.
Except as otherwise required in this Agreement, any notice required or permitted under this Agreement shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit with the United States Post Office, by registered
or certified mail, postage prepaid, addressed to the last known address of the intended recipient.


 


14.       NON-ASSIGNABILITY.
The obligations of either party pursuant to this Agreement shall not be delegated or assigned to any other person without the prior
written consent of the other party.


 


15.       GOVERNING
LAW. This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Michigan, excluding those provisions related to the conflict of laws of different jurisdictions if the effect
of the application of those provisions will be to require the application of the laws of a jurisdiction other than Michigan. Each
party consents to the jurisdiction of the federal courts located in either Kent or Livingston County, Michigan, which will be the
sole venue for resolution of all disputes related to this Agreement. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION
WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.


 


16.       SUPERSEDES
OTHER AGREEMENT. This Agreement supersedes and replaces in its entirety that certain Subscription
Agreement executed by Quantum Ventures of Michigan, LLC, on behalf of an entity to be formed, dated January 27, 2012. 


 


INTENDING
TO BE LEGALLY BOUND, the Subscriber has executed this Subscription Agreement and declares it is truthful and correct.





 








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INDIVIDUALS SIGN
HERE:


	 	 	 	 	 
	(Check One)	 	 	 	 
	 	 	 	X	 
	 	 	 	 	 
	 	 	 	X	 
	[   ]    	Individually	 	 	 
	 	 	 	X	 
	[   ]    	Joint tenants with	 	 	 
	 	right of survivorship	 	 	 
	 	(Both must sign)	 	 	 
	 		 	 	 Print Name
	[   ]    	Tenants in common	 	 	 
	 	(All must sign)	 	 	 
	 	 	 	 	Print Name
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Print Name
	 	 	 	 	 
	 	 	 	 	Address
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Address
	 	 	 	 	 
	 	 	 	 	Telephone Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Social Security Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Number of Units Subscribed for Purchase:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Dollar Amount of Subscription:
	 	 	 	 	 
	 	 	 	 	 ($1,500 per Unit)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Date:	 


 


Signature Page for
Individuals








    	Confidential Information	Page 8 of 17



    	 



    



ENTITIES SIGN
HERE:


 





	[   ]	Partnerships or LLC	 	 	 
	 	 	 	 	Print Partnership or LLC Name
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Signature
	 	 	 	 	 
	 	 	 	 	 
	[   ]	Corporation	 	 	 
	 	 	 	 	Print Corporate Name
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Signature
	 	 	 	 	 
	 	 	 	Title:  	 
	 	 	 	 	 
	 	 	 	 	 
	[   ]	As Custodian, Trustee or Agent	 	 	 
	 	 	 	 	Print Name
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Title, if applicable
	 	 	 	 	 
	 	All Entities Complete:	 	 	 
	 	 	 	 	Address
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Address
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Telephone Number
	 	 	 	 	 
	 	 	 		Tax I.D. No.:
	 	 	 	 	 
	 	 	 	 	Number of Units Subscribed for Purchase:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Dollar Amount Subscribed for:
	 	 	 	 	($1,500 per Unit)
	 	 	 	 	 
	 	 	 	 	 
	Date:  	 	 	 	 







 


 


Signature Page for Entities








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SUBSCRIPTION AGREEMENT
ACCEPTED:


 


 


[  ] IN FULL or [  ] for $



 


 


FNBH BANCORP, INC.,


a Michigan corporation


 


 


 


By: ________________________________


 


Name: ________________________


 


Title: ________________________


 


 


 


 


Date: ________________________________








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ACCREDITED INVESTOR QUESTIONNAIRE


INDIVIDUALS


 


FNBH Bancorp, Inc.


 


 


This Accredited Investor
Questionnaire is given in connection with a subscription by the undersigned for 10% subordinated debentures (the “Debentures”) and
shares of common stock (the “Shares”) of FNBH Bancorp, Inc., a Michigan corporation (the “Company”).
The undersigned understands that neither the Debentures nor the Shares will be registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any applicable state securities laws, but rather are being offered and sold
pursuant to an exemption from registration under the Securities Act. The undersigned understands that the Company may not be able
to allow it to make such an investment unless he or she meets certain standards set forth in the Securities Act. In order to enable
the Company to permit the undersigned’s investment and so that the Company will qualify for an exemption from the registration
requirements of the Securities Act, the undersigned provides the information and makes the representations contained herein. The
undersigned understands that certain capitalized terms used but not defined have the meanings set forth in the Company’s
Confidential Private Placement Memorandum describing the Debentures and the Shares.


 


In accordance with
the foregoing, the following representations and information are made and provided:


 


1.Personal Information:


 


		(a)	Full Legal Name: _________________



 


		(b)	Contact Information:



 


Address
of Principal Residence:______________________________________


Address
of Secondary Residence: ____________________________________


Business
Address: _______________________________________________


Home
Telephone Number: (_____) ___________________________________


Business
Telephone Number: (_____) ________________________________


E-mail
Address:_________________________________________________


 


		(c)	Driver’s License Number: ____ - ____________________________________



 


		(d)	Date of birth: ____________________________________



 


		(e)	Highest level of education completed: ____________________________________



 


		(f)	Employer: ____________________________________



Position:
____________________________________


 


		(g)	Social Security Number: ____________________________________









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		2.	Accredited Investor Status:



 


		(a)	Individual taxable income:3



 


I
have had individual taxable income of at least $200,000 in each of the last two years, and I reasonably expect that my individual
taxable income for the current year will be at least $200,000.


 


Please
initial one of the following:    _____ True_____    False


 


		(b)	Joint taxable income (with spouse):4



 


My
spouse and I have had joint taxable income of at least $300,000 in each of the last two years, and we reasonably expect that our
joint taxable income for the current year will be at least $300,000.


 


Please
initial one of the following:    _____ True_____    False


 


		(c)	Either my individual net worth or my joint net worth
with my spouse is at least $1,000,000, excluding both the value of my primary residence and the related amount of indebtedness
secured by my primary residence up to its fair market value.



 


Please
initial one of the following:    _____ True_____    False


 


		3.	Knowledge and Experience Representation:



 


Please
initial one of the following:


 


		_______  	ALTERNATIVE ONE: I have such knowledge and
experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Company,
and I do not desire the use of an advisor or other representative in connection with evaluating the merits and risks of this investment.



 


		_______  	ALTERNATIVE TWO: I intend to use the services
of the following named person as my advisor or representative in connection with evaluating the merits and risks of an investment
in the Company: _____________________________ (my “Purchaser Representative”). I believe that, with the assistance
and advice of my Purchaser Representative, I will have such knowledge and experience in financial and business matters that I
am capable of evaluating the merits and risks of an investment in the Company.



 





 



 


		3	Individual taxable income means your adjusted gross income (AGI)
as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse,
plus the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (a)
the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986 (the “Code”),
(b) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), and (c)
any deduction claimed for depletion under Section 611 et. seq. of the Code.



		4	Joint taxable income with a spouse means adjusted gross income (AGI)
as reported for federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse,
plus the following amounts (including any amounts attributable to a spouse or to property owned by a spouse): (a) the amount
of any interest income received which is tax-exempt under Section 103 of the Code; (b) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of Form 1040); and (c) any deduction claimed for depletion under Section
611 et. seq. of the Code.









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If Alternative Two above
is initialed, please provide the following information about the Purchaser Representative named in Alternative Two:


 


Full legal name: 


Occupation: 


Business address: 


Business telephone: 


 


4.Signature:


 


By signing below, I represent
to the Company that (1) the information contained in this Investor Questionnaire is complete and accurate and may be relied
upon by the Company, and (2) I will notify the Company immediately if any of the information contained in this questionnaire
changes.


 


 


	Date:	 	 	 
	 	 	 	Signature
	 	 	 	 
	 	 	 	 
	 	 	 	Please print name
	 	 	 	 
	If the Debentures and Shares are being purchased jointly (e.g., with a spouse):
	 	 	 	 
	Date:	 	 	 
	 	 	 	Signature
	 	 	 	 
	 	 	 	 
	 	 	 	Please print name
	 	 	 	 
	 	 	 	 
	 	 	 	Relationship to person listed above


 



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ACCREDITED INVESTOR
QUESTIONNAIRE


Business
Entities (Non-Individuals)


 


FNBH Bancorp, Inc.


 


 


This Accredited Investor
Questionnaire is given in connection with a subscription by the undersigned for 10% subordinated debentures (the “Debentures”) and
shares of common stock (the “Shares”) of FNBH Bancorp, Inc., a Michigan corporation (the “Company”).
The undersigned understands that neither the Debentures nor the Shares will be registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any applicable state securities laws, but rather are being offered and sold
pursuant to an exemption from registration under the Securities Act. The undersigned understands that the Company may not be able
to allow it to make such an investment unless it meets certain standards set forth in the Securities Act. In order to enable the
Company to permit the undersigned’s investment and so that the Company will qualify for an exemption from the registration
requirements of the Securities Act, the undersigned provides the information and makes the representations contained in this Accredited
Investor Questionnaire. The undersigned understands that certain capitalized terms used but not defined have the meanings set forth
in the Company’s Confidential Private Placement Memorandum describing the Debentures and the Shares.


 


In accordance with
the foregoing, the following representations and information are made and provided:


 


		1.	Investor Information: The information requested below should be provided with respect
to the undersigned entity that is investing in the Company.



 


		(a)	Legal Name of Entity:_________________________________



 


		(b)	Indicate Type of Entity:



 


	(     )	General Partnership	(     )	Corporation
	 	 	 	 
	(     )	Trust	(     )	Limited Partnership
	 	 	 	 
	(     )	Limited Liability Company (LLC)	(     )	Other (please specify)
	 	 	 	 


		(c)	Mailing Address of Entity: _________________________________



_________________________________


 


		(d)	Location of Principal Office of Entity: _________________________________



_________________________________


 


		(e)	State of Organization of Entity: _________________________________



 


		(f)	Date of Formation: _________________________________



 


		(g)	Number of Persons, Shareholders, or Beneficiaries:
_________________________________



 


		(h)	Taxpayer I.D. Number: _________________________________



 




	


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		2.	Accredited Investor Status: Please check whichever of the following definitions,
if any, of an “accredited investor” the undersigned meets:



	 	 	 
	 	 	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or in a fiduciary capacity.
	 	 	 
	 	 	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
	 	 	 
	 	 	An insurance company as defined in Section 2(13) of the Securities Act.
	 	 	 
	 	 	An investment company registered under 1940 Act or a business development company as defined in Section 2(a)(48) of the 1940 Act.
	 	 	 
	 	 	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended.
	 	 	 
	 	 	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
	 	 	 
	 	 	An employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.5
	 	 	 
	 	 	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
	 	 	 
	 	 	A corporation, Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,  in each case not formed for the specific purpose of acquiring the Shares and with total assets in excess of $5,000,000.
	 	 	 
	 	 	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
	 	 	 
	 	 	An entity in which all of the equity owners are accredited investors.3








		5	An individual “accredited investor” must have either
(1) taxable income from the past two years in excess of $200,000, with a reasonable expectation of receiving taxable income of
at least $200,000 during the current year, or (2) joint taxable income with such person’s spouse from the past two
years in excess of $300,000, with a reasonable expectation of receiving joint taxable income of at least $300,000 during the current
year, or (3) a net worth (either alone or with such person’s spouse) in excess of $1,000,000, excluding both the value
of such person’s primary residence and the related amount of indebtedness secured by such person’s primary residence
up to its fair market value. Please see footnotes 1 and 2 from the Investor Questionnaire - Individuals (page 2) for additional
information about “taxable income” and “joint taxable income.”


 






 



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		3.	Signature and IRS Certification:



 


The undersigned
represents to the Company that (a) it is authorized to execute this Accredited Investor Questionnaire and the other subscription
documents, (b) the information contained herein is current, complete, and accurate and may be relied upon by the Company,
particularly for purposes of determining compliance with federal and state securities laws, (c) it will notify the Company
immediately of any material change in any of such information, and (d) a false statement herein may be a violation of law
and could result in a claim for damages against the undersigned.


 


To avoid
withholding which would otherwise be required by Section 1446 of the Internal Revenue Code, the Internal Revenue Service requires
that the Company obtain the following certification from each investor:


 


The
person signing below is a representative of an entity that is not a foreign company, foreign partnership, foreign trust, or foreign
estate. The person signing below hereby agrees that if the entity becomes such a foreign entity, it will notify the Company within
60 days of doing so. The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the
Company and that any false statement contained herein could be punished by fine, imprisonment, or both.


 


[Signatures on following page.]







	


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By signing below, I
declare, under penalties of perjury, that I have examined this certification and to best of my knowledge and belief it is true,
correct, and complete, and I further declare that I have authority to sign this certification on behalf of the entity identified
below.


 


 


	Dated: 	 	 	 	 	 
	 	 	 	Print Name of Entity	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Signature of Authorized Representative	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	Print Name of Representative	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Capacity of Authorized Representative	 
	 	 	 	(e.g., General Partner, President, Trustee, etc.)	 
	 	 	 	 	 	 


 


 


 








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