Exhibit 4.1


 


FVCBANKCORP, INC.


 


4.875% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE

OCTOBER 15, 2030


 


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.


 


THIS SUBORDINATED NOTE
IS A GLOBAL NOTE WITHIN THE MEANING OF THE PAYING AGENCY AND REGISTRAR AGREEMENT, DATED AS OF OCTOBER 13, 2020 (THE “PAYING
AGENT AGREEMENT”), BETWEEN FVCBANKCORP, INC. AND UMB BANK N.A., AS PAYING AGENT AND REGISTRAR, AND IS REGISTERED
IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS
SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PAYING AGENT AGREEMENT, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER
OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE PAYING AGENT AGREEMENT.


 


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 RESTRICTIONS SET
FORTH IN THE PAYING AGENT AGREEMENT IDENTIFIED HEREIN.


 


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 FVCBANKCORP, INC., A VIRGINIA CORPORATION (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.


 






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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 $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $100,000 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.


 






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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.


 






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	 	No.	[•]	CUSIP
    / ISIN Accredited Investors: 36120Q AD 3 / US36120QAD34
	 	 	 	CUSIP / ISIN QIBs: 36120Q AC
5 / US36120QAC50







 


FVCBANKCORP,
inc.


 


4.875% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE

OCTOBER 15, 2030


 


1.           Subordinated
Notes. This subordinated note is one of an issue of notes of FVCBankcorp, Inc.,
a Virginia corporation (the “Company”), designated as the “4.875% Fixed to Floating Rate Subordinated
Notes due October 15, 2030” (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 one or more 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 for the Depository
Trust Company (“DTC”), the principal sum of [•] (U.S.) ($[•]) plus accrued but unpaid interest on
October 15, 2030 (the “Maturity Date”) and to pay interest thereon (i) from and including the original
issue date of the Subordinated Notes to but excluding October 15, 2025 or the earlier redemption date contemplated by Section 4
(Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 4.875% per annum, computed
on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on April 15 and October 15
of each year (each payment date, a “Fixed Interest Payment Date”), beginning April 15, 2021, and (ii) from
and including October 15, 2025 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 471 basis points, 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 January 15,
April 15, July 15, and October 15 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 (as defined below) pursuant to the Three-Month Term SOFR Conventions (as defined below).


 


(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, reasonably determines in good faith 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 (as defined below)
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.


 






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(2)          However,
if the Calculation Agent reasonably determines in good faith 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 (as defined below) 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.


 


(iii)         If
the then-current Benchmark (as defined below) 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 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 reasonably determines in good faith 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 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 (as defined below) from time to time, and such changes shall become effective without consent from the relevant Noteholders
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 or any other party.


 






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(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, the following terms have the meanings as set forth below:


 


(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 (as defined below) 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 (as defined below) and (ii) the Benchmark Replacement Adjustment (as defined below);


 


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


 


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


 


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.


 






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(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
(as defined below);


 


b.            if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment (as
defined below);


 


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 reasonably decides in good faith may be appropriate to reflect the adoption of such Benchmark Replacement
in a manner substantially consistent with market practice (or, if the Company reasonably decides in good faith that adoption of
any portion of such market practice is not administratively feasible or if the Company reasonably determines in good faith that
no market practice for use of the Benchmark Replacement exists, in such other manner as the Company determines in good faith 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.


 






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(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 (as defined below), (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 reasonably determines in good faith 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 as may be appointed by the Company to act as Calculation Agent for the Subordinated
Notes during the Floating Rate Period, which entity may, but need not, be the Company or an Affiliate (as defined below) of the
Company.


 


(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 reasonably determines in good faith 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.


 






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(9)          “Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding Business Day (as defined below) 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.


 






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(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; provided, however, that in the event Three-Month Term SOFR calculated as described
in the foregoing clause is less than zero, Three-Month Term SOFR shall be deemed to be zero.


 


(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 reasonably decides in good faith 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 reasonably decides in good faith that adoption of
any portion of such market practice is not administratively feasible or if the Company reasonably determines in good faith that
no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Company determines in good faith 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, 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, 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 Commonwealth of Virginia are permitted or required by law or executive order
to be closed.


 






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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; (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, or (C) 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, 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. The term “Person”
as used in this Subordinated Note means an individual, a corporation (whether or not for profit), a partnership, a limited liability
company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof
or any other entity or organization. The term “control” (including the terms “controlling,”
 “controlled by,” and “under common control with”) means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.


 


(b)          In
the event of any 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 to 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 capital stock.


 






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(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 October 15,
2025, 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 or
in part at any time, upon giving not less than ten (10) Business 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 there is, or within one hundred twenty (120) days after receipt of such opinion there will be, a material
risk that this Subordinated Note does not qualify as “Tier 2” Capital (as defined by the Federal Reserve) (or its then
equivalent) as a result of a change in law or regulation, or interpretation or application thereof, by any judicial, legislative
or regulatory authority that becomes effective after the date of issuance of this Subordinated Note. “Tax Event”
means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to, or change (including
any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, there exists a material risk that interest payable by the Company on
the Subordinated Notes is not, or within one hundred twenty (120) days after the receipt 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 the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Company
is or, within one hundred twenty (120) days after the receipt of such opinion will be, required to register as an investment company
pursuant to the Investment Company Act of 1940, as amended.


 






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(b)            Redemption
on or after Fifth Anniversary. On or after October 15, 2025, 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.


 


(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 Noteholder 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 Noteholder.


 


(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 Noteholder 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, to the extent applicable 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 redemption pursuant to this Section 4 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 paragraphs (b) or (c) of this Section 4, the Company
will give the Noteholder 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 forty-five (45) calendar days prior to the redemption date.


 






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(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, upon the written election of any Noteholder that is either (i) a
Qualified Institutional Buyer, as defined in Rule 144A under the Securities Act, or (ii) an institutional “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, the Company shall use its
commercially reasonable efforts to provide that the Subordinated Notes owned by such Noteholders 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 below) 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.


 






    14


     


    

 


(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 affected 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.


 






    15


     


    

 


(h)            Company,
within thirty (30) calendar days after the receipt of written notice from the Noteholder or any other holder of the Subordinated
Notes of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all the Noteholders, at their
addresses shown on the Security Register (as defined 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 Company in writing.


 


		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 calendar 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 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) calendar 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 the 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 this Subordinated Note,
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;


 


(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 $12,500,000, 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; or


 






    16


     


    

 


(i)            any
certification made to any Noteholder pursuant to the Purchase Agreement by the Company or otherwise made in writing to any Noteholder
in connection with or as contemplated by the Purchase Agreement or this Subordinated Note by the Company shall be materially incorrect
or false as of the delivery date of such certification, or any representation to any Noteholder by the Company as to the financial
condition or credit standing of the Company is or proves to be materially false or misleading.


 


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, then the principal amount of this Subordinated Note, and accrued and unpaid interest, if
any, on the Subordinated Note will become and be immediately due and payable without any declaration or other act on the part of
the Noteholder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other
notices. Notwithstanding the foregoing, because the Company treats 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 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(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 Noteholder may, among other things, institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by
law out of the property of the Company.


 






    17


     


    

 


Upon the occurrence of 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 (including, without limitation, any repurchases or acquisitions in connection
with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award
recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred
to as the “Permitted Dividends”). The limitations imposed by the provisions of this Section 7 shall
apply whether or not the Noteholder has notified the Company of an Event of Default.


 


		8.	Affirmative Covenants
of the Company; Compliance Certificate.



 


(a)            Notice
of Certain Events. To the extent permitted by applicable statute, rule or regulation, the Company shall provide written
notice to the Noteholder, at its addresses shown on the Security Register, 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
total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 risk-based capital ratio or leverage ratio
of the Company’s subsidiary bank, FVCbank (the “Bank”), becomes less than ten percent (10.0%), eight percent
(8.0%), six and one-half percent (6.50%) or five percent (5.0%), respectively, as of the end of any calendar quarter (provided
that, to the extent the Bank has opted into the community bank leverage ratio framework, no notice need be given until the Bank
ceases to be a qualifying community banking organization, as defined under 12 CFR § 3.12);


 


(ii)           The
Company, or any of the Company’s subsidiaries, or any executive 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
ratio of non-performing assets to total assets of the Bank, as calculated by the Company in the ordinary course of business and
consistent with past practices, becomes greater than five percent (5.0%), as of the end of any calendar quarter;


 


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


 






    18


     


    

 


(v)           The
Company issues any additional Senior Indebtedness; or


 


(vi)          The
occurrence of an Event of Default.


 


(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 Commonwealth of Virginia 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 Commonwealth of Virginia. 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. Except as contemplated by Section 9(b) (Merger, Share Exchange or Sale of Assets), 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 of the Company and the Bank; and (iii) the
rights (constituent governing documents and statutory), licenses and franchises of the Company and each subsidiary of the Company
and the Bank; provided, however, that the Company will not be required to preserve the existence (corporate or other) of
any of its subsidiaries (other than the Bank) or any such right, license or franchise of the Company or any of its subsidiaries
(other than the Bank) 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 of the Company and the Bank 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, ordinary wear and
tear excepted, 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(e) 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 and that the discontinuance thereof will not
be disadvantageous in any material respect to the Noteholders.


 






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(f)            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(c) (Maintenance of Office), Section 8(d) (Corporate Existence), or Section 8(e) (Maintenance
of Properties) 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.


 


(g)            Tier
2 Capital. If all or any portion of the Subordinated Notes ceases to qualify for inclusion as 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 immediately 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) 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).


 


(h)            Compliance
with Laws. The Company and each subsidiary of the Company and the Bank 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).


 


(i)            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, however, that no such taxes, assessments
or other governmental charges need be paid if they are being contested in good faith by the Company.


 


(j)            Financial
Statements; Access to Records.


 


(i)            Not
later than forty-five (45) days following the end of each of the quarterly periods ended March 31, June 30 and September 30
for which the Company has not timely filed a Quarterly Report on Form 10-Q with the SEC (as such term is defined in the Purchase
Agreement), upon request, the Company shall provide the Noteholder with a copy of the Company’s unaudited consolidated 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 (as such
term is defined in the Purchase Agreement).


 






    20


     


    

 


(ii)            Not
later than one hundred twenty (120) days from the end of each fiscal year for which the Company has not filed an Annual Report
on Form 10-K with the SEC, 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) and retained earnings, 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.


 


(k)            Company
Statement as to Compliance. The Company will deliver to Noteholder, within one hundred twenty (120) days after the end of each
fiscal year, an Officer’s Certificate covering the preceding calendar year, stating whether or not, to the best of his or
her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this
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 he or she 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 the
declaration of such dividend or distribution, except for Permitted Dividends.


 


(b)            Merger,
Share Exchange or Sale of Assets. The Company shall not merge into another entity, consummate a share exchange 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, the acquiring entity in connection with a share exchange 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; provided, however, that no express assumption shall be required by any
successor by merger to the Company to the extent such legal successor assumes the Company’s obligations hereunder by operation
of law; and


 


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


 


(c)            Continuance
of Business. Other than in connection with a transaction which complies with Section 9(b) (Merger, Share Exchange
or Sale of Assets), the Company shall not take any action, omit to take any action or enter into any other transaction that would
have the effect of: (i) the Company ceasing to be a bank holding company under the Bank Holding Company Act of 1956, as amended
(provided, however, for the avoidance of doubt, nothing herein is intended to prohibit the Company from electing to be a
financial holding company or, following such an election, exiting financial holding company status), (ii) the liquidation
or dissolution of the Company or the Bank, (iii) the Bank ceasing to be an “insured depository institution” under
Section 3(c)(2) of the Federal Deposit Insurance Act, as amended or (iv) the Company owning less than one hundred
percent (100%) of the capital stock of the Bank.


 






    21


     


    

 



 


10.          Denominations.
The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $100,000 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 or ACH instructions to the Company, upon presentation and surrender
of this Subordinated Note at the Payment Office (as defined 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 the Noteholder’s 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 Noteholders.


 






    22


     


    

 


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, or in the Purchase Agreement between Noteholder and the Company, and subject to limitations
on transfer under applicable state and federal securities laws, 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
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 $100,000 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 hereinabove) 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 (including, without limitation, an appropriate
and properly executed Internal Revenue Service Form W-9 or appropriate type of Form W-8) 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.


 


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 Subordinated Note, the Purchase Agreement, and under
applicable securities laws and regulations. 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 (including, without limitation, the Company’s 6% Fixed to Floating Rate Subordinated Notes
due June 30, 2026), except any unsecured subordinated debt that, pursuant to its express terms, is senior or subordinate
in right of payment to the Subordinated Notes.


 






    23


     


    

 


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 that shall be a Noteholder or that 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 more 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 the 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 and adversely 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. 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, express 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.


 






    24


     


    

 


19.          Absolute
and Unconditional Obligation of the Company.
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. 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 any acquiescence therein.


 


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 FVCBankcorp, Inc.,
11325 Random Hills Road, Suite 240, Fairfax, Virginia 22030, Attention: David W. Pijor, or to such other address of which
the Company may notify 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 COMMONWEALTH OF VIRGINIA AND WILL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.
IT IS INTENDED THAT THIS SUBORDINATED NOTE SHALL 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]


 






    25


     


    

 


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


 


	 	FVCBANKCORP, INC.
	 	 	 
	 	By:	                                             






	 	Name:	David W. Pijor
	 	 	 
	 	Title:	Chairman and Chief Executive Officer



 


	ATTEST:	 
	 	 
	 	 
	Name:	 
	Title:	 



 






     


     


    

 


ASSIGNMENT
FORM


 


[Capitalized
terms used herein but not defined have the meanings assigned in the Subordinated Note]


 


To
assign this Subordinated Note of FVCBankcorp, Inc., 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)






 


	 	FOR
    EXECUTION BY AN ENTITY:	 
	 	 	 
	 	Entity
    name:	 	 



 


	 	By:	 	 






	 	Name:	 	 






	 	Title:	 	 



 


		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 he/she/it [is / is not] (circle one) an Affiliate of the Company and that, to its knowledge,
the proposed transferee [is / is not] (circle one) 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:	 
	 	  (Sign
               exactly as your name appears on the face of this Subordinated Note)



 


	 	FOR
    EXECUTION BY AN ENTITY:	 
	 	 	 
	 	Entity
    name:	 	 



 


	 	By:	 	 






	 	Name:	 	 






	 	Title:	 	 



 


		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 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.


 


	Date:	 	 	Signature:	



 


	 	Print
    name:	 
	 	 	 
	 	FOR
    EXECUTION BY AN ENTITY:
	 	 	 
	 	Entity name:	 



 





	 	By:	 






	 	Name:	 






	 	Title:	 



 


		Tax
                            Identification No.: