Exhibit 4.1


 





FIRST AMENDMENT TO
AMENDED AND RESTATED RIGHTS AGREEMENT


 


This First Amendment (this “Amendment”),
dated as of February 11, 2016, to the Amended and Restated Rights Agreement, effective as of May 7, 2013, is entered into between
QCR Holdings, Inc., a Delaware corporation (the “Company”), and Quad City Bank & Trust Company, an Iowa
state chartered bank headquartered in Bettendorf, Iowa, as Rights Agent (the “Rights Agent”).


 


RECITALS


 


WHEREAS, on May 7, 2013, the parties
hereto entered into that certain Amended and Restated Rights Agreement (the “Rights Agreement”); all terms used
but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement;


 


WHEREAS, the Rights granted pursuant
to the Rights Agreement will, pursuant to its terms, expire at the Close of Business on May 1, 2016; and


 


WHEREAS, the Board of Directors of the
Company has determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement to extend
the term of the Rights and to make certain other related amendments.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to Section 27 of the Rights Agreement,
the parties hereto agree as follows:


 


AGREEMENT


 


1.                 
Amendments.


 


(a)               
Section 7(a) of the Rights Agreement is hereby amended and restated as follows:


 


“Except as otherwise provided herein, the Rights
shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to
Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon
surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights
Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other
assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior
to the time that is the earliest of (i) the Close of Business on February 11, 2019 (the “Final Expiration Date”), (ii)
the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time
at which such Rights are exchanged as provided in Section 24 hereof or (iv) if the Company’s stockholders fail to ratify
the First Amendment, dated as of February 11, 2016, to this Agreement at the Company’s 2016 annual meeting of stockholders
(or any adjournment or postponement thereof), the Close of Business on the first Business Day after such annual meeting (or any
adjournment or postponement thereof) (the earliest of (i)-(iv) being herein referred to as the “Expiration Date”).”


 


(b)              
Exhibit A to the Rights Agreement is hereby amended by replacing each reference to “May 7, 2016” contained therein
with “February 11, 2019.”


 






     

     

    

2.                 
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall constitute but one and the same instrument.


 


3.                 
Continuation. Except as amended hereby, the Rights Agreement is hereby ratified and confirmed and shall continue
in full force and effect. Any reference to the Rights Agreement in any of the documents, instruments or agreements executed and/or
delivered in connection with the Rights Agreement shall be deemed to be references to the Rights Agreement as amended by this Amendment.


 


4.                 
Effectiveness. This Amendment shall become effective when it shall have been executed by the parties set forth below
and thereafter shall be binding upon and inure to the benefit of such parties and their respective successors and assigns.


 


5.                 
Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware
(without giving effect to its laws of conflicts).


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties have executed
this Amendment on the date first above written.


 


	 	
        QCR HOLDINGS, Inc.

         

        By: /s/ Douglas M.
        Hultquist                             

        Name: Douglas M. Hultquist

        Title: President and Chief Executive Officer

         

	 	
        QUAD city bank &
        Trust company, as Rights Agent

         

        By: /s/ John H.
        Anderson                                

        Name: John H. Anderson

        Title: President and Chief
        Executive         Officer

         

	 	 




 


 


 


 


 


 


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