updatedsubordinatednotep







EXECUTION VERSION      SUBORDINATED NOTE PURCHASE AGREEMENT   This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 8,   2015, and is made by and among Camden National Corporation, a Maine corporation (“Company”), and   the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a   “Purchaser” and collectively, the “Purchasers”).   RECITALS   WHEREAS, Company has requested that the Purchasers purchase from Company up to $15,000,000 in   aggregate principal amount of Subordinated Notes (as defined herein), which aggregate amount is   intended to qualify as Tier 2 Capital (as defined herein).   WHEREAS, Company has engaged Sandler O’Neill + Partners, L.P., as its exclusive placement agent   (“Placement Agent”) for the offering of the Subordinated Notes.   WHEREAS, each of the Purchasers is an institutional accredited investor as such term is defined in Rule   501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the   “Securities Act”).   WHEREAS, the offer and sale of the Subordinated Notes by Company is being made only to Qualified   Institutional Buyers as defined in Rule 144A under the Securities Act and institutional Accredited   Investors as defined in Rules 501(a)(1), (2), (3) or (7) under the Securities Act, in reliance upon the   exemption under Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D   promulgated thereunder.   WHEREAS, each Purchaser is willing to purchase from Company a Subordinated Note in the principal   amount set forth on such Purchaser’s respective signature page hereto (the “Subordinated Note Amount”)   in accordance with the terms of, subject to the conditions in and in reliance on, the recitals,   representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes.   NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein   contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the   parties hereto hereby agree as follows:   AGREEMENT   I. DEFINITIONS.   A. Defined Terms.  The following capitalized terms generally used in this Agreement and   in the Subordinated Notes have the meanings defined or referenced below.  Certain other   capitalized terms used only in specific sections of this Agreement may be defined in such   sections.     





 







   2   “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.   “Agreement” has the meaning set forth in the preamble hereto.   “Bank” means Camden National Bank, a national banking association chartered under the laws of the   United States and a wholly-owned subsidiary of Company.   “Business Day” means any day other than a Saturday, Sunday or any other day on which banking   institutions in the State of Maine are permitted or required by any applicable law or executive order to   close.   “Closing” has the meaning set forth in Section II.B.   “Closing Date” means October 8, 2015.   “Company” has the meaning set forth in the preamble hereto and shall include any successors to   Company.   “Company’s Liabilities” means Company’s obligations under the Transaction Documents.   “Company’s SEC Reports” means (i) Company’s Annual Report on Form 10-K for the fiscal year ended   December 31, 2014, as filed with the SEC, (ii) Company’s Definitive Proxy Statement on Schedule 14A   related to its 2015 Annual Meeting of Shareholders, as filed with the SEC, (iii) any Current Report on   Form 8-K, as filed by Company with the SEC since January 1, 2015, and (iv) Company’s Quarterly   Reports on Form 10-Q for the quarterly periods ended on March 31, 2015 and June 30, 2015, each as filed   with the SEC pursuant to the requirements of the Exchange Act.   “Disbursement” has the meaning set forth in Section III.A.   “Equity Interest” means any and all shares, interests, participations or other equivalents (however   designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which   is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.   “Exchange Act” has the meaning set forth in Section IV.H.   “FDIC” means the Federal Deposit Insurance Corporation.   “GAAP” means generally accepted accounting principles in effect from time to time in the United States   of America.   “Governmental Agency(ies)” means, individually or collectively, any federal, state, county or local   governmental department, commission, board, regulatory authority or agency (including, without   limitation, each applicable Regulatory Agency) with jurisdiction over Company.   “Governmental Licenses” has the meaning set forth in Section IV.C.     





 







   3   “Hazardous Materials” means flammable explosives, asbestos, urea formaldehyde insulation,   polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or   similar materials, including, without limitation, any substances which are “hazardous substances,”   “hazardous wastes,” “hazardous materials” or “toxic substances” under the Hazardous Materials Laws   and/or other applicable environmental laws, ordinances or regulations.   “Hazardous Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to   the protection, preservation, conservation or regulation of the environment which relates to real property,   including:  the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution   Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act   of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment Response,   Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and   Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as   amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C.   Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section   11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the   Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of   other jurisdictions or orders and regulations.   “Indebtedness” means and includes:  (i) all items arising from the borrowing of money that, according to   GAAP as in effect from time to time, would be included in determining total liabilities as shown on the   consolidated balance sheet of Company or any Subsidiary of Company; and (ii) all obligations secured by   any lien in property owned by Company or any Subsidiary whether or not such obligations shall have   been assumed; provided, however, Indebtedness shall not include deposits or other indebtedness created,   incurred or maintained in the ordinary course of Company’s or Bank’s business (including, without   limitation, federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of   municipalities, letters of credit issued by Company or Bank and repurchase arrangements) and consistent   with customary banking practices and applicable laws and regulations.   “Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion   of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and   assignments thereof and all separate letters or separate agreements relating thereto.   “Material Adverse Effect” means, with respect to any Person, any change or effect that (i) is or would be   reasonably likely to be material and adverse to the financial position, results of operations or business of   such Person, or (ii) would materially impair the ability of any Person to perform its respective obligations   under any of the Transaction Documents, or otherwise materially impede the consummation of the   transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not be deemed   to include the impact of (1) changes in banking and similar laws, rules or regulations of general   applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory   accounting requirements applicable to financial institutions and their holding companies generally, (3)   changes after the date of this Agreement in general economic or capital market conditions affecting   financial institutions or their market prices generally and not specifically related to Company or   Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of   Company or Purchasers, including expenses incurred by Company or Purchasers in consummating the     





 







   4   transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by   Company with the prior written consent of Purchasers, and vice versa, or as otherwise contemplated by   this Agreement and the Subordinated Notes.   “Material Contract” shall mean any contract, agreement, indenture, mortgage, deed of trust, pledge, bank   loan or credit agreement, or any other agreement or instrument to which Company or Bank, as applicable,   is a party or by which it or any of its properties may be bound or affected that has been filed by Company   as an exhibit to an SEC Report pursuant to Item 601(b)(4) or 601(b)(10) of Regulation S-K.    “Maturity Date” means October 15, 2025.   “Person” 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 (including a Governmental Agency) or any other entity or organization.   “Placement Agent” means Sandler O’Neill + Partners, L.P.   “Property” means any real property owned or leased by Company or any Affiliate or Subsidiary of   Company.   “Purchaser” or “Purchasers” has the meaning set forth in the preamble hereto.   “Regulation D” has the meaning set forth in the Recitals.   “Regulatory Agencies” means any federal or state agency charged with the supervision or regulation of   depositary institutions or holding companies of depositary institutions, or engaged in the insurance of   depositary institution deposits, or any court, administrative agency or commission or other authority,   body or agency having supervisory or regulatory authority with respect to Company, Bank or any of their   Subsidiaries.   “SEC” means the Securities and Exchange Commission.   “Secondary Market Transaction” has the meaning set forth in Section V.D.   “Securities Act” has the meaning set forth in the Recitals.   “Subordinated Note” means the 5.50% Fixed Rate Subordinated Note due 2025 (or collectively, the   “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or   modified from time to time, and each Subordinated Note delivered in substitution or exchange for such   Subordinated Note.   “Subordinated Note Amount” has the meaning set forth in the Recitals.   “Subsidiary” means with respect to any Person, any corporation or entity in which a majority of the   outstanding Equity Interest is directly or indirectly owned by such Person.     





 







   5   “Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended,   modified and supplemented and in effect from time to time or any replacement thereof.     “Transaction Documents” has the meaning set forth in Section III.B.1.   B. Interpretations.  The foregoing definitions are equally applicable to both the singular   and plural forms of the terms defined.  The words “hereof”, “herein” and “hereunder” and   words of like import when used in this Agreement shall refer to this Agreement as a   whole and not to any particular provision of this Agreement.  The word “including” when   used in this Agreement without the phrase “without limitation,” shall mean “including,   without limitation.” All references to time of day herein are references to Eastern Time   unless otherwise specifically provided.  All references to this Agreement and the   Subordinated Notes shall be deemed to be to such documents as amended, modified or   restated from time to time.  With respect to any reference in this Agreement to any   defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs,   legal representatives and permitted successors and assigns of such Person, and (ii) if such   defined term refers to a document, instrument or agreement, then it shall also include any   replacement, extension or other modification thereof.   C. Exhibits Incorporated.  All Exhibits attached are hereby incorporated into this   Agreement.   II. SUBORDINATED DEBT.   A. Certain Terms.  Subject to the terms and conditions herein contained, Company   proposes to issue and sell to the Purchasers, severally and not jointly, Subordinated   Notes, in an amount equal to the aggregate of the Subordinated Note Amounts.  The   Purchasers, severally and not jointly, each agree to purchase the Subordinated Notes,   from Company on the Closing Date in accordance with the terms of, and subject to the   conditions and provisions set forth in, this Agreement and the Subordinated Notes.  The   Subordinated Note Amounts shall be disbursed in accordance with Section III.A.   B. The Closing.  The execution and delivery of the Transaction Documents (the “Closing”)   shall occur at the offices of Company at 10:00 a.m. (local time) on the Closing Date, or at   such other place or time or on such other date as the parties hereto may agree.   C. Right of Offset.  Each Purchaser hereby expressly waives any right of offset it may have   against Company.   D. Use of Proceeds.  Company shall use the net proceeds from the sale of Subordinated   Notes for general corporate purposes, including for the provision of additional liquidity   and working capital.     





 







   6   III. DISBURSEMENT.   A. Disbursement.  On the Closing Date, assuming all of the terms and conditions set forth   in Section III.B have been satisfied by Company and Company has executed and   delivered to Purchasers each of the Agreement and the Subordinated Notes and any other   related documents in form and substance reasonably satisfactory to Purchasers, each   Purchaser shall disburse in immediately available funds the Subordinated Note Amount   set forth on such Purchaser’s signature page hereto to Company in exchange for a   Subordinated Note with a principal amount equal to such Subordinated Note Amount (the   “Disbursement”).  Company will deliver to the respective Purchaser one or more   certificates representing the Subordinated Notes in definitive form (or provide evidence   of the same with the original to be delivered by Company by overnight delivery on the   next calendar day in accordance with the delivery instructions of Purchaser), registered in   such names and denominations as such Purchasers may request.   B. Conditions Precedent to Disbursement.     1. Conditions to Purchasers’ Obligation. The obligation of each Purchaser to   consummate the purchase of the Subordinated Notes to be purchased by them at   Closing and to effect the Disbursement is subject to delivery by or at the   direction of Company to such Purchaser each of the following (or written waiver   by such Purchaser prior to the Closing of such delivery):   a) Transaction Documents.  This Agreement and the Subordinated Notes   (collectively, the “Transaction Documents”), each duly authorized and   executed by Company.   b) Authority Documents.   (1) A copy, certified by the Secretary or Assistant Secretary of   Company, of the Articles of Incorporation, of Company;   (2) A certificate of existence of Company issued by the Secretary of   State of the State of Maine;   (3) A copy, certified by the Secretary or Assistant Secretary, of the   Bylaws of Company;   (4) A copy, certified by the Secretary or Assistant Secretary of   Company, of the resolutions of the board of directors (and any   committee thereof) of Company authorizing the execution,   delivery and performance of the Transaction Documents;   (5) An incumbency certificate of the Secretary or Assistant   Secretary of Company certifying the names of the officer or   officers of Company authorized to sign the Transaction     





 







   7   Documents and the other documents provided for in this   Agreement; and   (6) An opinion of Goodwin Procter LLP, counsel to Company, dated   as of the Closing Date, substantially in the form of Exhibit B   attached hereto addressed to the Purchasers and Placement   Agent.   c) Other Documents.  Such other certificates, affidavits, schedules,   resolutions, notes and/or other documents which are provided for   hereunder or as a Purchaser may reasonably request.   d) Aggregate Investments.  Prior to, or contemporaneously with the   Closing, each Purchaser shall have actually subscribed for the   Subordinated Note Amount set forth on such Purchaser’s signature page.   2. Conditions to Company’s Obligation.     a) Since the date of this Agreement, there shall not have been any action   taken, or any law, rule or regulation enacted, entered, enforced or   deemed applicable to Company or its Subsidiaries or the transactions   contemplated by this Agreement by any Governmental Agency which   imposes any restriction or condition that Company determines, in its   reasonable good faith judgment, is materially and unreasonably   burdensome on Company’s business or would materially reduce the   economic benefits of the transactions contemplated by this Agreement to   Company to such a degree that Company would not have entered into   this Agreement had such condition or restriction been known to it on the   date hereof.   b) With respect to a given Purchaser, the obligation of Company to   consummate the sale of the Subordinated Notes and to effect the Closing   is subject to delivery by or at the direction of such Purchaser to Company   each of the Transaction Documents (or written waiver by Company prior   to the Closing of such delivery), duly authorized and executed by such   Purchaser.   IV. REPRESENTATIONS AND WARRANTIES OF COMPANY.   Company hereby represents and warrants to each Purchaser as follows:   A. Organization and Authority.   1. Organization Matters of Company and Its Subsidiaries.     





 







   8   a) Company has been duly organized and is validly existing and in good   standing under the laws of the State of Maine and has all requisite   corporate power and authority to conduct its business and activities as   presently conducted, to own its properties, and to perform its obligations   under the Transaction Documents. Company is duly qualified as a   foreign corporation to transact business and is in good standing in each   other jurisdiction in which such qualification is required, whether by   reason of the ownership or leasing of property or the conduct of business,   except where the failure so to qualify or to be in good standing would not   result in a Material Adverse Effect.  Company is duly registered as a   bank holding company under the Bank Holding Company Act of 1956,   as amended.   b) Each Subsidiary other than Bank either has been duly organized and is   validly existing as a corporation or limited liability company, or has been   duly chartered and is validly existing as a federally chartered bank, in   each case in good standing under the laws of the jurisdiction of its   incorporation, has corporate power and authority to own, lease and   operate its properties and to conduct its business and is duly qualified as   a foreign corporation to transact business and is in good standing in each   jurisdiction in which such qualification is required, whether by reason of   the ownership or leasing of property or the conduct of business, except   where the failure so to qualify or to be in good standing would not result   in a Material Adverse Effect.  All of the issued and outstanding shares of   capital stock or other equity interests in each Subsidiary have been duly   authorized and validly issued, are fully paid and non-assessable and are   owned by Company, directly or through Subsidiaries, free and clear of   any security interest, mortgage, pledge, lien, encumbrance or claim; none   of the outstanding shares of capital stock of, or other equity interests in,   any Subsidiary were issued in violation of the preemptive or similar   rights of any securityholder of such Subsidiary or any other entity.   c) Bank is a national banking association chartered under the laws of the   United States.  The deposit accounts of Bank are insured by the FDIC up   to applicable limits.  Neither Company nor Bank has received any notice   or other information indicating that Bank is not an “insured depository   institution” as defined in 12 U.S.C. Section 1813, nor has any event   occurred which could reasonably be expected to adversely affect the   status of Bank as an FDIC-insured institution.     2. Capital Stock and Related Matters. All of the outstanding capital stock of   Company has been duly authorized and validly issued and is fully paid and   nonassessable.  There are, as of the date hereof, no outstanding options, rights,   warrants or other agreements or instruments obligating Company to issue, deliver   or sell, or cause to be issued, delivered or sold, additional shares of the capital     





 







   9   stock of Company or obligating Company to grant, extend or enter into any such   agreement or commitment to any Person other than Company except (i) as   described in Company’s SEC Reports or (ii) pursuant to employment   arrangements, agreements or understanding or Company’s equity incentive plans   approved or adopted by Company’s Board of Directors.   3. Subsidiaries.  Each of Company’s Subsidiaries that is a “significant subsidiary”   as defined in Rule 1-02 of Regulation S-X is reflected in its Annual Report on   Form 10-K for the fiscal year ended December 31, 2014.   B. No Impediment to Transactions.   1. Transaction is Legal and Authorized.  The issuance of the Subordinated Notes,   the borrowing of the aggregate of the Subordinated Note Amounts, the execution   of the Transaction Documents and compliance by Company with all of the   provisions of the Transaction Documents are within the corporate and other   powers of Company.     2. Agreement.  The Agreement has been duly authorized, executed and delivered,   and, assuming due authorization, execution and delivery by the other parties   thereto, are the legal, valid and binding obligations of Company, enforceable in   accordance with their terms, except as enforcement thereof may be limited by   bankruptcy, insolvency, reorganization, moratorium or other similar laws relating   to or affecting creditors’ rights generally or by general equitable principles.   3. Subordinated Notes.  The Subordinated Notes have been duly authorized by   Company and when executed by Company and issued, delivered to and paid for   by the Purchasers in accordance with the terms of the Agreement, will have been   duly executed, authenticated, issued and delivered and will constitute legal, valid   and binding obligations of Company, and enforceable in accordance with their   terms, except as enforcement thereof may be limited by bankruptcy, insolvency,   reorganization, moratorium or other similar laws relating to or affecting   creditors’ rights generally or by general equitable principles.   4. No Defaults or Restrictions.  Neither the execution and delivery of the   Transaction Documents nor compliance with their respective terms and   conditions will (whether with or without the giving of notice or lapse of time or   both) (i) violate, conflict with or result in a breach of, or constitute a default   under: (1) the Articles of Incorporation or Bylaws of Company; (2) any of the   terms, obligations, covenants, conditions or provisions of any corporate   restriction or of any contract, agreement, indenture, mortgage, deed of trust,   pledge, bank loan or credit agreement, or any other agreement or instrument to   which Company or Bank, as applicable, is now a party or by which it or any of   its properties may be bound or affected; (3) any judgment, order, writ, injunction,   decree or demand of any court, arbitrator, grand jury, or Governmental Agency     





 







   10   applicable to Company or Bank; or (4) any statute, rule or regulation applicable   to Company, except, in the case of items (2), (3) or (4), for such violations,   conflicts, breaches or defaults that would not reasonably be expected to have,   singularly or in the aggregate, a Material Adverse Effect on Company and its   Subsidiaries, taken as a whole, or (ii) result in the creation or imposition of any   lien, charge or encumbrance of any nature whatsoever upon any property or asset   of Company or any subsidiary.  Neither Company nor Bank is in material default   in the performance, observance or fulfillment of any of the terms, obligations,   covenants, conditions or provisions contained in any Material Contract creating,   evidencing or securing Indebtedness of any kind or pursuant to which any such   Indebtedness is issued, or any other Material Contract.   5. Governmental Consent.  No governmental orders, permissions, consents,   approvals or authorizations are required to be obtained by Company that have not   been obtained, and no registrations or declarations are required to be filed by   Company that have not been filed in connection with, or, in contemplation of, the   execution and delivery of, and performance under, the Transaction Documents,   except for applicable requirements, if any, of the Securities Act, the Exchange   Act or state securities laws or “blue sky” laws of the various states and any   applicable federal or state banking laws and regulations.    C. Possession of Licenses and Permits.  Company and its Subsidiaries possess such   permits, licenses, approvals, consents and other authorizations (collectively,   “Governmental Licenses”) issued by the appropriate Governmental Agencies necessary   to conduct the business now operated by it except where the failure to possess such   Governmental Licenses would not, singularly or in the aggregate, have a Material   Adverse Effect on Company or such applicable Subsidiary; Company and each   Subsidiary of Company is in compliance with the terms and conditions of all such   Governmental Licenses, except where the failure so to comply would not, singly or in the   aggregate, have a Material Adverse Effect on Company or such applicable Subsidiary of   Company; all of the Governmental Licenses are valid and in full force and effect, except   where the invalidity of such Governmental Licenses or the failure of such Governmental   Licenses to be in full force and effect would not have a Material Adverse Effect on   Company or such applicable Subsidiary of Company; and neither Company nor any   Subsidiary of Company has received any notice of proceedings relating to the revocation   or modification of any such Governmental Licenses.   D. Financial Condition.   1. Company Financial Statements.  The financial statements of Company   included in Company’s SEC Reports (including the related notes, where   applicable) (i) have been prepared from, and are in accordance with, the books   and records of Company; (ii) fairly present in all material respects the results of   operations, cash flows, changes in stockholders’ equity and financial position of   Company and its consolidated Subsidiaries, for the respective fiscal periods or as     





 







   11   of the respective dates therein set forth (subject in the case of unaudited   statements to recurring year-end audit adjustments normal in nature and amount),   as applicable; (iii) complied as to form, as of their respective dates of filing in all   material respects with applicable accounting and banking requirements as   applicable, with respect thereto; and (iv) have been prepared in accordance with   GAAP consistently applied during the periods involved, except, in each case, as   indicated in such statements or in the notes thereto and Regulation S-X   promulgated under the Securities Act.  The books and records of Company have   been, and are being, maintained in all material respects in accordance with   GAAP and any other applicable legal and accounting requirements.  Company   does not have any material liability of any nature whatsoever (whether absolute,   accrued, contingent or otherwise and whether due or to become due), except for   those liabilities that are reflected or reserved against on the consolidated balance   sheet of Company contained in Company’s SEC Reports for Company’s most   recently completed quarterly or annual fiscal period, as applicable, and for   liabilities incurred in the ordinary course of business consistent with past practice   or in connection with this Agreement and the transactions contemplated hereby.   2. Absence of Default.  Since the date of the latest audited financial statements   included in Company’s SEC Reports, no event has occurred which either of itself   or with the lapse of time or the giving of notice or both, would give any creditor   of Company the right to accelerate the maturity of any material Indebtedness of   Company.  Company is not in default under any other Lease, agreement or   instrument, or any law, rule, regulation, order, writ, injunction, decree,   determination or award, non-compliance with which could reasonably be   expected to result in a Material Adverse Effect on Company.   3. Solvency.  After giving effect to the consummation of the transactions   contemplated by this Agreement, Company has capital sufficient to carry on its   business and transactions and is solvent and able to pay its debts as they mature.    No transfer of property is being made and no Indebtedness is being incurred in   connection with the transactions contemplated by this Agreement with the intent   to hinder, delay or defraud either present or future creditors of Company or any   Subsidiary of Company.   4. Ownership of Property.  Company and each of its Subsidiaries has good and   marketable title as to all real property owned by it and good title to all assets and   properties owned by Company and such Subsidiary in the conduct of its   businesses, whether such assets and properties are real or personal, tangible or   intangible, including assets and property reflected in the most recent balance   sheet contained in Company’s SEC Reports or acquired subsequent thereto   (except to the extent that such assets and properties have been disposed of in the   ordinary course of business, since the date of such balance sheet), subject to no   encumbrances, liens, mortgages, security interests or pledges, except (i) those   items which secure liabilities for public or statutory obligations or any discount     





 







   12   with, borrowing from or other obligations to the Federal Home Loan Bank, inter-   bank credit facilities, reverse repurchase agreements or any transaction by Bank   acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent   or which are being contested in good faith and (iii) such as do not, singly or in   the aggregate, materially affect the value of such property and do not materially   interfere with the use made and proposed to be made of such property by   Company or any of its Subsidiaries.  Company and each of its Subsidiaries, as   lessee, has the right under valid and existing leases of real and personal   properties that are material to Company or such Subsidiary, as applicable, in the   conduct of its business to occupy or use all such properties as presently occupied   and used by it.  Such existing leases and commitments to lease constitute or will   constitute operating leases for both tax and financial accounting purposes and the   lease expense and minimum rental commitments with respect to such leases and   lease commitments are as disclosed in all material respects in Company’s SEC   Reports.   E. No Material Adverse Change.  Since the date of the latest audited financial statements   included in Company’s SEC Reports, there has been no development or event which has   had or could reasonably be expected to have a Material Adverse Effect on Company or   any of its Subsidiaries.   F. Legal Matters.   1. Compliance with Law.  Company and each of its Subsidiaries (i) has complied   with and (ii) is not under investigation with respect to, and, to Company’s   knowledge, have not been threatened to be charged with or given any notice of   any violation of any applicable statutes, rules, regulations, orders and restrictions   of any domestic or foreign government, or any instrumentality or agency thereof,   having jurisdiction over the conduct of its business or the ownership of its   properties, except where any such failure to comply or violation would not   reasonably be expected to have a Material Adverse Effect on Company or any of   its Subsidiaries.   2. Regulatory Enforcement Actions.  Company, Bank and its other Subsidiaries   are in compliance with all laws administered by and regulations of any   Governmental Agency applicable to it or to them, except where the failure to so   comply would have a Material Adverse Effect.  None of Company, Bank,   Company’s Subsidiaries nor any of their officers or directors is now operating   under any restrictions, agreements, memoranda, or commitments (other than   restrictions of general application) imposed by any Governmental Agency, nor   are, to Company’s knowledge, (a) any such restrictions threatened or (b) any   agreements, memoranda or commitments being sought by any Governmental   Agency.     





 







   13   3. Pending Litigation.  There are no actions, suits, proceedings or written   agreements pending, or, to Company’s knowledge, threatened or proposed,   against Company, Bank, or any of its other Subsidiaries at law or in equity or   before or by any federal, state, municipal, or other governmental department,   commission, board, or other administrative agency, domestic or foreign, that,   either separately or in the aggregate, would reasonably be expected to have a   Material Adverse Effect on Company and any of its Subsidiaries, taken as a   whole, or affect issuance or payment of the Subordinated Notes; and neither   Company nor any of its Subsidiaries is a party to or named as subject to the   provisions of any order, writ, injunction, or decree of, or any written agreement   with, any court, commission, board or agency, domestic or foreign, that either   separately or in the aggregate, will have a Material Adverse Effect on Company   and any of its Subsidiaries, taken as a whole.   4. Environmental.  No Property is or, to Company’s knowledge, has been a site for   the use, generation, manufacture, storage, treatment, release, threatened release,   discharge, disposal, transportation or presence of any Hazardous Materials and   neither Company nor any of its Subsidiaries has engaged in such activities.    There are no claims or actions pending or, to Company’s knowledge, threatened   against Company or any of its Subsidiaries by any Governmental Agency or by   any other Person relating to any Hazardous Materials or pursuant to any   Hazardous Materials Law.   5. Brokerage Commissions.  Except for commissions paid to the Placement Agent,   neither Company nor any Affiliate of Company is obligated to pay any brokerage   commission or finder’s fee to any Person in connection with the transactions   contemplated by this Agreement.   6. Investment Company Act.  Neither Company nor any of its Subsidiaries is an   “investment company” or a company “controlled” by an “investment company,”   within the meaning of the Investment Company Act of 1940, as amended.   G. No Misstatement.  The information furnished by Company to Purchasers in the investor   presentation utilized by Company in connection with the offering and sale of the   Subordinated Notes (including statements made by members of Company management   with respect to such investor presentation), along with Company SEC Reports and other   information disclosed publicly by Company, does not contain any untrue statement of a   material fact, or omit to state a material fact necessary to make the statements contained   therein, in light of the circumstances under which they were made, not misleading.   H. Reporting Compliance.  Company is subject to, and is in compliance in all material   respects with, the reporting requirements of Section 13 and Section 15(d), as applicable,   of the Securities Exchange Act of 1934, as amended, and the rules and the regulations of   the SEC thereunder (collectively, the “Exchange Act”).  Company’s SEC Reports at the   time they were or hereafter are filed with the SEC, complied in all material respects with     





 







   14   the requirements of the Exchange Act and did not and do not include any untrue   statement of a material fact or omit to state a material fact necessary to make the   statements therein, in light of the circumstances under which they were made, not   misleading.   I. Internal Control Over Financial Reporting.  Company and its Subsidiaries maintain   systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the   Exchange Act) that comply with the requirements of the Exchange Act and have been   designed by, or under the supervision of, their respective principal executive and   principal financial officers, or persons performing similar functions, to provide   reasonable assurance regarding the reliability of financial reporting and the preparation of   financial statements for external purposes in accordance with GAAP, including, but not   limited to, a system of accounting controls sufficient to provide reasonable assurances   that (i) transactions are executed in accordance with management’s general or specific   authorizations; (ii) transactions are recorded as necessary to permit preparation of   financial statements in conformity with GAAP and to maintain accountability for assets;   (iii) access to assets is permitted only in accordance with management’s general or   specific authorization; and (iv) the recorded accountability for assets is compared with   the existing assets at reasonable intervals and appropriate action is taken with respect to   any differences.  Since the end of Company’s most recent audited fiscal year, (y)   Company has no knowledge of (i) any material weakness in Company’s internal control   over financial reporting (whether or not remediated) or (ii) any fraud, whether or not   material, that involves management or other employees who have a significant role in   Company’s internal controls and (z) there has been no change in Company’s internal   control over financial reporting that has materially affected, or is reasonably likely to   materially affect, Company’s internal control over financial reporting.    J. Disclosure Controls and Procedures.  Company and its Subsidiaries maintain an   effective system of disclosure controls and procedures (as defined in Rule 13a-15 and   Rule 15d-15 of the Exchange Act), that (i) are designed to ensure that information   required to be disclosed by Company in the reports that it files or submits under the   Exchange Act is recorded, processed, summarized and reported within the time periods   specified in the SEC’s rules and forms and that material information relating to Company   and its Subsidiaries is made known to Company’s principal executive officer and   principal financial officer by others within Company and its Subsidiaries to allow timely   decisions regarding disclosure, and (ii) are effective in all material respects to perform the   functions for which they were established.  As of the date hereof, Company has no   knowledge that would reasonably cause it to believe that the evaluation to be conducted   of the effectiveness of Company’s disclosure controls and procedures for the most   recently ended fiscal quarter period will result in a finding that such disclosure controls   and procedures are ineffective for such quarter ended.  Based on the evaluation of   Company’s and each Subsidiary’s disclosure controls and procedures described above,   Company is not aware of (1) any significant deficiency in the design or operation of   internal controls which could adversely affect Company’s ability to record, process,   summarize and report financial data or any material weaknesses in internal controls or (2)     





 







   15   any fraud, whether or not material, that involves management or other employees who   have a significant role in Company’s internal controls.  Since the most recent evaluation   of Company’s disclosure controls and procedures described above, there have been no   significant changes in internal controls or in other factors that could significantly affect   internal controls.     K. No Registration.  No person has the right to require Company or any of its Subsidiaries   to register any securities for sale under the Securities Act by reason of the issuance and   sale of the Subordinated Notes to be sold by Company hereunder.     L. Allowance for Loan Losses.  The allowance for loan losses shown in the financial   statements of Company has been established in a manner consistent with past practices   and in accordance with applicable regulatory guidelines and, to the best of Company’s   knowledge, is adequate in all respects to provide for losses, net of recoveries relating to   loans previously charged off, on loans and leases outstanding as of the date of such   statements or reports.   M. Representations and Warranties Generally.  The representations and warranties of   Company set forth in this Agreement are true and correct as of the date hereof and will be   true and correct as of the Closing Date and as otherwise specifically provided herein. Any   certificate signed by an officer of Company and delivered to the Purchasers or to counsel   for Purchasers shall be deemed to be a representation and warranty by Company to the   Purchasers as to the matters set forth therein.     V. GENERAL COVENANTS, CONDITIONS AND AGREEMENTS.   Company hereby further covenants and agrees with each Purchaser as follows:   A. Compliance with Transaction Documents.  Company shall comply with, observe and   timely perform each and every one of the covenants, agreements and obligations under   the Transaction Documents.   B. Compliance with Laws.   1. Generally.  Company shall comply and cause Bank and each other Subsidiary to   comply with all applicable statutes, rules, regulations, orders and restrictions in   respect of the conduct of its business and the ownership of its properties, except,   in each case, where such noncompliance would not reasonably be expected to   have a Material Adverse Effect on Company.   2. Regulated Activities.  Company shall not itself, nor shall it cause, permit or   allow Bank or any other Subsidiary (i) engage in any business or activity not   permitted by all applicable laws and regulations, except where such business or   activity would not reasonably be expected to have a Material Adverse Effect on   Company, Bank and/or such Subsidiary or (ii) make any loan or advance secured   by the capital stock of another bank or depository institution, or acquire the     





 







   16   capital stock, assets or obligations of or any interest in another bank or depository   institution, in each case other than in accordance with applicable laws and   regulations and safe and sound banking practices.   3. Taxes.  Company shall and shall cause Bank and any other Subsidiary to   promptly pay and discharge all material taxes, assessments and other   governmental charges imposed upon Company, Bank or any other Subsidiary or   upon the income, profits, or property of Company or any Subsidiary and all   claims for labor, material or supplies which, if unpaid, might by law become a   lien or charge upon the property of Company, Bank or any other Subsidiary.    Notwithstanding the foregoing, none of Company, Bank or any other Subsidiary   shall be required to pay any such tax, assessment, charge or claim, so long as the   validity thereof shall be contested in good faith by appropriate proceedings, and   appropriate reserves therefor shall be maintained on the books of Company, Bank   and such other Subsidiary.   4. Dividends, Payments, and Guarantees During Event of Default.  During the   continuance of an Event of Default (as defined under the Subordinated Notes)   and except as required by any federal or state Governmental Agency, Company   agrees not to (a) declare or pay any dividends on, or redeem, purchase, acquire or   make a liquidation payment with respect to, any of its capital stock; (b) make any   payment of principal of, or interest or premium, if any, on, or repay, repurchase   or redeem any of Company’s debt 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 Company’s common stock; (ii) any declaration   of a dividend in connection with the implementation of a shareholders’ rights   plan, or the issuance of stock under any such plan in the future, or the redemption   or repurchase of any such rights pursuant thereto; (iii) as a result of a   reclassification of Company’s capital stock or the exchange or conversion of one   class or series of Company’s capital stock for another class or series of   Company’s capital stock; (iv) the purchase of fractional interests in shares of   Company’s capital stock 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 Company’s common stock related to the issuance of common   stock or rights under any benefit plans for Company’s directors, officers or   employees or any of Company’s dividend reinvestment plans.   C. Absence of Control.  It is the intent of the parties to this Agreement that in no event shall   Purchasers, by reason of any of the Transaction Documents, be deemed to control,   directly or indirectly, Company, and Purchasers shall not exercise, or be deemed to   exercise, directly or indirectly, a controlling influence over the management or policies of   Company.     





 







   17   D. Secondary Market Transactions.  Each Purchaser shall have the right at any time and   from time to time to securitize its Subordinated Notes or any portion thereof in a single   asset securitization or a pooled loan securitization of rated single or multi-class securities   secured by or evidencing ownership interests in the Subordinated Notes (each such   securitization is referred to herein as a “Secondary Market Transaction”).  In connection   with any such Secondary Market Transaction, Company shall, at Company’s expense,   cooperate with Purchasers and otherwise reasonably assist Purchasers in satisfying the   market standards to which Purchasers customarily adhere or which may be reasonably   required in the marketplace or by applicable rating agencies in connection with any such   Secondary Market Transaction.  Subject to any written confidentiality obligation, all   information regarding Company may be furnished, without liability except in the case of   gross negligence or willful misconduct, to any Purchaser and to any Person reasonably   deemed necessary by Purchaser in connection with participation in such Secondary   Market Transaction.  All documents, financial statements, appraisals and other data   relevant to Company or the Subordinated Notes may be retained by any such Person.   E. Bloomberg.  Within 30 days after Closing, Company will utilize its commercially   reasonable efforts to have the Subordinated Notes identified on Bloomberg.    VI. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS.   Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and   not jointly, as follows:   A. Legal Power and Authority.  It has all necessary power and authority to execute, deliver   and perform its obligations under this Agreement and to consummate the transactions   contemplated hereby.  It is an entity duly organized, validly existing and in good standing   under the laws its jurisdiction of organization.   B. Authorization and Execution.  The execution, delivery and performance of this   Agreement has been duly authorized by all necessary action on the part of such   Purchaser, and this Agreement is a legal, valid and binding obligation of such Purchaser,   enforceable against such Purchaser in accordance with its terms, except as enforcement   thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other   similar laws relating to or affecting creditors’ rights generally or by general equitable   principles.   C. No Conflicts.  Neither the execution, delivery or performance of the Transaction   Documents nor the consummation of any of the transactions contemplated thereby will   conflict with, violate, constitute a breach of or a default (whether with or without the   giving of notice or lapse of time or both) under (i) its organizational documents, (ii) any   agreement to which it is party, (iii) any law applicable to it or (iv) any order, writ,   judgment, injunction, decree, determination or award binding upon or affecting it ,   except, in the case of items (ii), (iii) or (iv), for such violations, conflicts, breaches or     





 







   18   defaults that would not reasonably be expected to have, singularly or in the aggregate, a   Material Adverse Effect on Purchaser and its Subsidiaries, taken as a whole.   D. Purchase for Investment.  It is purchasing the Subordinated Note for its own account   and not with a view to distribution and with no present intention of reselling, distributing   or otherwise disposing of the same.  It has no present or contemplated agreement,   undertaking, arrangement, obligation, indebtedness or commitment providing for, or   which is likely to compel, a disposition of the Subordinated Notes in any manner.   E. Institutional Accredited Investor.  It is and will be on the Closing Date an institutional   “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as   contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has   no less than $5,000,000 in total assets.   F. Financial and Business Sophistication. It has such knowledge and experience in   financial and business matters that it is capable of evaluating the merits and risks of the   prospective investment in the Subordinated Notes.  It has relied solely upon its own   knowledge of, and/or the advice of its own legal, financial or other advisors with regard   to, the legal, financial, tax and other considerations involved in deciding to invest in the   Subordinated Notes.   G. Ability to Bear Economic Risk of Investment.  It recognizes that an investment in the   Subordinated Notes involves substantial risk.  It has the ability to bear the economic risk   of the prospective investment in the Subordinated Notes, including the ability to hold the   Subordinated Notes indefinitely, and further including the ability to bear a complete loss   of all of its investment in Company.   H. Information.  It acknowledges that:  (i) it is not being provided with the disclosures that   would be required if the offer and sale of the Subordinated Notes were registered under   the Securities Act, nor is it being provided with any offering circular or prospectus   prepared in connection with the offer and sale of the Subordinated Notes; (ii) it has   conducted its own examination of Company and the terms of the Subordinated Notes to   the extent it deems necessary to make its decision to invest in the Subordinated Notes;   and (iii) it has availed itself of publicly available financial and other information   concerning Company to the extent it deems necessary to make its decision to purchase   the Subordinated Notes.  It has reviewed the information set forth in Company’s SEC   Reports and the exhibits and schedules hereto.   I. Access to Information.  It acknowledges that it and its advisors have been furnished   with all materials relating to the business, finances and operations of Company that have   been requested of it or its advisors and have been given the opportunity to ask questions   of, and to receive answers from, persons acting on behalf of Company concerning terms   and conditions of the transactions contemplated by this Agreement in order to make an   informed and voluntary decision to enter into this Agreement.       





 







   19   J. Investment Decision.  It has made its own investment decision based upon its own   judgment, due diligence and advice from such advisors as it has deemed necessary and   not upon any view expressed by any other person or entity, including the Placement   Agent. Neither such inquiries nor any other due diligence investigations conducted by it   or its advisors or representatives, if any, shall modify, amend or affect its right to rely on   Company’s representations and warranties contained herein.  It is not relying upon, and   has not relied upon, any advice, statement, representation or warranty made by any   Person by or on behalf of Company, including, without limitation, the Placement Agent,   except for the express statements, representations and warranties of Company made or   contained in this Agreement.  Furthermore, it acknowledges that (i) the Placement Agent   has not performed any due diligence review on behalf of it and (ii) nothing in this   Agreement or any other materials presented by or on behalf of Company to it in   connection with the purchase of the Subordinated Notes constitutes legal, tax or   investment advice.   K. Private Placement; No Registration; Restricted Legends.  It understands and   acknowledges that the Subordinated Notes are being sold by Company without   registration under the Securities Act in reliance on the exemption from federal and state   registration set forth in, respectively, Rule 506(b) of Regulation D under Section 4(a)(2)   of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and   accordingly, may be resold, pledged or otherwise transferred only if exemptions from the   Securities Act and applicable state securities laws are available to it.  It further   acknowledges and agrees that all certificates or other instruments representing the   Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated   Note.  It further acknowledges its primary responsibilities under the Securities Act and,   accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest   therein without complying with the requirements of the Securities Act and the rules and   regulations promulgated thereunder and the requirements set forth in this Agreement.   L. Placement Agent.  It will purchase the Subordinated Note(s) directly from Company and   not from the Placement Agent and understands that neither the Placement Agent nor any   other broker or dealer has any obligation to make a market in the Subordinated Notes.   M. Tier 2 Capital.  If all or any portion of the Subordinated Notes ceases to be deemed to be   Tier 2 Capital, other than due to the limitation imposed on the capital treatment of   subordinated debt during the five (5) years immediately preceding the Maturity Date of   the Subordinated Notes, upon notification by Company to the Purchasers, Company and   the Purchasers 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 Agreement shall limit Company’s right to redeem the   Subordinated Notes upon the occurrence of a Tier 2 Capital Event, as described in the   Subordinated Notes.     





 







   20   N. Accuracy of Representations.  It understands that each of the Placement Agent and   Company will rely upon the truth and accuracy of the foregoing representations,   acknowledgements and agreements in connection with the transactions contemplated by   this Agreement, and agrees that if any of the representations or acknowledgements made   by it are no longer accurate as of the Closing Date, or if any of the agreements made by it   are breached on or prior to the Closing Date, it shall promptly notify the Placement Agent   and Company.   O. Representations and Warranties Generally.  The representations and warranties of   Purchaser set forth in this Agreement are true and correct as of the date hereof and will be   true and correct as of the Closing Date and as otherwise specifically provided herein.    Any certificate signed by a duly authorized representative of Purchaser and delivered to   Company or to counsel for Company shall be deemed to be a representation and warranty   by Purchaser to Company as to the matters set forth therein.   VII. TERMINATION.  Purchasers may terminate this Agreement (i) at any time prior to the Closing   Date by written notice signed by all Purchasers to Company if Purchasers shall decline to   purchase the Subordinated Notes for any reason permitted by this Agreement or (ii) on the   Closing Date if any condition described in Section III.B is not fulfilled or waived in writing by   the Purchasers on or prior to the Closing Date.  Any termination pursuant to this Section shall be   without liability on the part of (a) Company to Purchasers or (b) Purchasers to Company.   VIII. MISCELLANEOUS.   A. Prohibition on Assignment by Company.  Company may not assign, transfer or   delegate any of its rights or obligations under this Agreement or the Subordinated Notes   without the prior written consent of Purchasers.   B. Time of the Essence.  Time is of the essence of this Agreement.   C. Waiver or Amendment.  No waiver or amendment of any term, provision, condition,   covenant or agreement herein or in the Subordinated Notes shall be effective except with   the consent of the holders of not less than more than fifty percent (50%) in aggregate   principal amount (excluding any Subordinated Notes held by Company or any of its   Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that   without the consent of each holder 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 Company under this Agreement and 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 this Agreement or the   Subordinated Notes; (vi) make any changes to Section 6 (Failure to Make a Payment) of   the Subordinated Notes that adversely affects the rights of any holder of a Subordinated   Note; or (vii) disproportionately affect the rights of any of the holders of the then     





 







   21   outstanding Subordinated Notes under this Agreement and the Subordinated Notes.    Notwithstanding the foregoing, Company may amend or supplement the Subordinated   Notes without the consent of the holders of the Subordinated Notes 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 holder of any of the Subordinated Notes.  No   failure to exercise or delay in exercising, by a Purchaser or any holder 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 Agreement are cumulative and   not exclusive of any right or remedy provided by law or equity.  No notice or demand on   Company in any case shall, in itself, entitle Company to any other or further notice or   demand in similar or other circumstances or constitute a waiver of the rights of the   Purchasers to any other or further action in any circumstances without notice or demand.    No consent or waiver, expressed or implied, by the Purchasers to or of any breach or   default by 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 Company hereunder.  Failure on the   part of the Purchasers 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 Purchasers of their rights hereunder or impair any rights, powers or remedies on   account of any breach or default by Company.   D. Severability.  Any provision of this Agreement which is unenforceable or invalid or   contrary to law, or the inclusion of which would adversely affect the validity, legality or   enforcement of this Agreement, shall be of no effect and, in such case, all the remaining   terms and provisions of this Agreement shall subsist and be fully effective according to   the tenor of this Agreement the same as though any such invalid portion had never been   included herein.  Notwithstanding any of the foregoing to the contrary, if any provisions   of this Agreement or the application thereof are held invalid or unenforceable only as to   particular persons or situations, the remainder of this Agreement, and the application of   such provision to persons or situations other than those to which it shall have been held   invalid or unenforceable, shall not be affected thereby, but shall continue valid and   enforceable to the fullest extent permitted by law.   E. Notices.  Any notice which any party hereto may be required or may desire to give   hereunder shall be deemed to have been given if in writing and if delivered personally, or   if mailed, postage prepaid, by United States registered or certified mail, return receipt   requested, or if delivered by a responsible overnight commercial courier promising next   business day delivery, addressed:   if to Company: Camden National Corporation   2 Elm Street   Camden, Maine 04843     





 







   22   Attention: Gregory A. Dufour, President and Chief    Executive Officer   Email: gdufour@camdennational.com   with a copy to: Goodwin Procter LLP   Exchange Place   53 State Street   Boston, Massachusetts 02109   Attention: William P. Mayer, Esq.    Samantha M. Kirby   Email:  wmayer@goodwinprocter.com    skirby@goodwinprocter.com   if to Purchasers: To the address indicated on such Purchaser’s   signature page.      or to such other address or addresses as the party to be given notice may have furnished   in writing to the party seeking or desiring to give notice, as a place for the giving of   notice; provided that no change in address shall be effective until five (5) Business Days   after being given to the other party in the manner provided for above.  Any notice given   in accordance with the foregoing shall be deemed given when delivered personally or, if   mailed, three (3) Business Days after it shall have been deposited in the United States   mails as aforesaid or, if sent by overnight courier, the Business Day following the date of   delivery to such courier (provided next business day delivery was requested).   F. Successors and Assigns.  This Agreement shall inure to the benefit of the parties and   their respective heirs, legal representatives, successors and assigns; except that, unless a   Purchaser consents in writing, no assignment made by Company in violation of this   Agreement shall be effective or confer any rights on any purported assignee of Company.    The term “successors and assigns” will not include a purchaser of any of the   Subordinated Notes from any Purchaser merely because of such purchase.   G. No Joint Venture.  Nothing contained herein or in any document executed pursuant   hereto and no action or inaction whatsoever on the part of a Purchaser, shall be deemed to   make a Purchaser a partner or joint venturer with Company.   H. Documentation.  All documents and other matters required by any of the provisions of   this Agreement to be submitted or furnished to a Purchaser shall be in form and substance   satisfactory to such Purchaser.   I. Entire Agreement.  This Agreement and the Subordinated Notes along with the Exhibits   thereto constitute the entire agreement between the parties hereto with respect to the   subject matter hereof and may not be modified or amended in any manner other than by   supplemental written agreement executed by the parties hereto.  No party, in entering into     





 







   23   this Agreement, has relied upon any representation, warranty, covenant, condition or   other term that is not set forth in this Agreement or in the Subordinated Notes.   J. Choice of Law.  This Agreement shall be governed by and construed in accordance with   the laws of the State of New York, without giving effect to its laws or principles of   conflict of laws that would result in the application of the laws of another jurisdiction.    Nothing herein shall be deemed to limit any rights, powers or privileges which a   Purchaser may have pursuant to any law of the United States of America or any rule,   regulation or order of any department or agency thereof and nothing herein shall be   deemed to make unlawful any transaction or conduct by a Purchaser which is lawful   pursuant to, or which is permitted by, any of the foregoing.   K. No Third Party Beneficiary.  This Agreement is made for the sole benefit of Company   and the Purchasers, and no other person shall be deemed to have any privity of contract   hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor   shall any other person have any right of action of any kind hereon or be deemed to be a   third party beneficiary hereunder; provided, that the Placement Agent may rely on the   representations and warranties contained herein and any certificates or other documents   delivered in connection with the Closing to the same extent as if it were a party to this   Agreement.   L. Legal Tender of United States.  All payments hereunder shall be made in coin or   currency which at the time of payment is legal tender in the United States of America for   public and private debts.   M. Captions; Counterparts.  Captions contained in this Agreement in no way define, limit   or extend the scope or intent of their respective provisions.  This Agreement may be   executed in any number of counterparts and by different parties hereto in separate   counterparts, each of which when so executed and delivered shall be deemed to be an   original and all of which taken together shall constitute but one and the same instrument.    In the event that any signature is delivered by facsimile transmission, or by e-mail   delivery of a “.pdf” format data file, such signature shall create a valid and binding   obligation of the party executing (or on whose behalf such signature is executed) with the   same force and effect as if such facsimile signature page were an original thereof.   N. Knowledge; Discretion.  All references herein to Purchaser’s or Company’s knowledge   shall be deemed to mean the knowledge of such party based on the actual knowledge of   such party’s Chief Executive Officer and Chief Financial Officer or such other persons   holding equivalent offices.  Unless specified to the contrary herein, all references herein   to an exercise of discretion or judgment by a Purchaser, to the making of a determination   or designation by a Purchaser, to the application of a Purchaser’s discretion or opinion, to   the granting or withholding of a Purchaser’s consent or approval, to the consideration of   whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise   involving the decision making of a Purchaser, shall be deemed to mean that such   Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.     





 







   24   O. Waiver Of Right To Jury Trial.  TO THE EXTENT PERMITTED UNDER   APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY   AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A   TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION   WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER   STATEMENTS OR ACTIONS OF COMPANY OR PURCHASERS.  THE PARTIES   ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING   OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY   INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL.    THE PARTIES FURTHER ACKNOWLEDGE THAT (i) THEY HAVE READ AND   UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii)   THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL   AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT   AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH   TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.   P. Expenses.  Except as otherwise provided in this Agreement, each of the parties will bear   and pay all other costs and expenses incurred by it or on its behalf in connection with the   transactions contemplated pursuant to this Agreement.   Q. Survival.  Each of the representations and warranties set forth in this Agreement shall   survive the consummation of the transactions contemplated hereby for a period of one   year after the date hereof.  Except as otherwise provided herein, all covenants and   agreements contained herein shall survive until, by their respective terms, they are no   longer operative.      [Signature Pages Follow]           





 







   [Company Signature Page to Subordinated Note Purchase Agreement]         IN WITNESS WHEREOF, Company has caused this Subordinated Note Purchase Agreement to be   executed by its duly authorized representative as of the date first above written.    COMPANY:   Camden National Corporation      By:     Name:  Gregory A. Dufour   Title: President and Chief Executive Officer             





 







   [Purchaser Signature Page to Subordinated Note Purchase Agreement]         IN WITNESS WHEREOF, the Purchaser has caused this Subordinated Note Purchase Agreement to be   executed by its duly authorized representative as of the date first above written.         PURCHASER:   [INSERT PURCHASER’S NAME]      By:     Name: [●]   Title: [●]        Address of Purchaser:      [●]       Principal Amount of Purchased Subordinated Note:       $[●]              





 







      EXHIBIT A   FORM OF SUBORDINATED NOTE    





 







      EXHIBIT B   OPINION OF COUNSEL   1. Company is organized, validly existing, and in good standing as a corporation under the laws of the   State of Maine. Company has the corporate power and authority to carry on its business and to own,   lease, and operate its properties and assets as described in Company’s SEC Reports.     2. The Bank is validly existing as a national bank and in good standing under the laws of the United   States. The Bank has the corporate power to own its properties and conduct its business as described   in Company’s SEC Reports.   3. Company has the corporate power and authority to execute, deliver, and perform its obligations under   the Transaction Documents to which it is a party and to consummate the transactions contemplated by   the Agreement.   4. The Agreement has been duly and validly authorized, executed, and delivered by Company.   5. The Subordinated Notes have been duly authorized and executed by Company and when issued and   delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will   constitute valid and binding obligations of Company, enforceable against Company in accordance   with their terms.   6. Assuming (a) the accuracy of the representations and warranties and compliance with the covenants   and agreements of the Purchasers contained in the Agreement and (b) compliance with the offering   and transfer restrictions described in the Agreement and the Subordinated Notes, the sale of the   Subordinated Notes to the Purchasers under the Agreement in the manner contemplated by the   Agreement is not required to be registered under the Securities Act of 1933, as amended, it being   understood that no opinion is expressed as to any reoffer or resale of any such Notes.