Exhibit 4.2


 


ORANGE COUNTY BANCORP, INC.


 


FORM OF 4.25% FIXED TO FLOATING RATE
SUBORDINATED NOTE DUE SEPTEMBER 30, 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.


 


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 ORANGE COUNTY BANCORP, INC. (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED
CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.


 


THIS SUBORDINATED NOTE IS A GLOBAL SUBORDINATED
NOTE WITHIN THE MEANING OF SECTION 5 OF THIS SUBORDINATED NOTE AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN SECTION 5 OF THIS
SUBORDINATED NOTE, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE
OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THIS SUBORDINATED
NOTE.


 


UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SUBORDINATED
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS SUBORDINATED NOTE WILL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 5 OF THIS
SUBORDINATED NOTE.


 



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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 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: [·]




 


 


ORANGE COUNTY BANCORP, INC.


 


4.25% FIXED TO FLOATING RATE
SUBORDINATED NOTE DUE SEPTEMBER 30, 2030


 


1.                       
Subordinated Notes. This Subordinated note is one of an issue of notes of Orange County Bancorp, Inc., a Delaware corporation
(the “Company”), designated as the “4.25% Fixed to Floating Rate Subordinated Notes due 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 several purchasers of the Subordinated Notes identified
in the signature pages thereto (the “Purchase Agreement”).


 


2.                       
Payment. The Company, for value received, promises to pay to Cede & Co., or its registered assigns, as nominee of
The Depository Trust Company, or its registered assigns, the principal sum of [·]
(U.S.) ($[·]), plus accrued but unpaid interest on September 30, 2030 (the “Maturity
Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding
September 30, 2025 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed
Rate Period”), at the rate of 4.25% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and
payable semi-annually in arrears on March 30 and September 30 of each year (each payment date, a “Fixed Interest Payment Date”),
beginning March 30, 2021, and (ii) from and including September 30, 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 413 basis points, provided, that in the event the Floating Interest Rate is
less than zero, then the Floating Interest Rate shall be deemed to be zero, computed on the basis of a 360-day year and the actual number
of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest Period”) on March 30,
June 30, September 30 and December 30 of each year (each payment date, a “Floating Interest Payment Date”). Dollar
amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating
Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent pursuant
to the Three-Month Term SOFR Conventions.


 


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


 


(b)           The
 “Floating Interest Rate” means:


 


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





 


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




 






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


 


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


 


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


 


(c)              
Effect of Benchmark Transition Event.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(v)              
As used in this Subordinated Note:


 


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


 


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


 


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


 


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


 


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


 


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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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.


 


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


 


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


 


(d)              
In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day (as defined
below), the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional interest shall
accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating Rate Period falls on
a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed to the next day that is
a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement would cause the day
to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date shall instead be brought forward
to the immediately preceding Business Day. The term “Business Day” means any day other than a Saturday or Sunday or any other
day on which banking institutions in the State of New York are generally authorized 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,
and including, but not limited to all obligations to the Company’s general and secured creditors; (ii) any deferred obligations
of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business; (iii)
all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security purchase
facilities and similar direct credit substitutes; (iv) any capital lease obligations of the Company; (v) all obligations of the Company
in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency
future or option contracts, commodity contracts and other similar arrangements or derivative products; (vi) all obligations that are similar
to those in clauses (i) through (v) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor
or otherwise arising from an off-balance sheet guarantee; (vii) all obligations of the types referred to in clauses (i) through (vi) of
other persons secured by a lien on any property or asset of the Company; and (viii) in the case of (i) through (vii) above, all amendments,
renewals, extensions, modifications and refundings of such indebtedness and obligations; except “Senior Indebtedness”
does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly is junior to, or ranks equally in right of
payment with, the Subordinated Notes, 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 (as such term is defined in the Purchase Agreement), such Person’s immediate family members, partners,
members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common
control with said Person and their respective Affiliates.


 


(b)                      
In the event of liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full
with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated
Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding
up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full
before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note.
In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the registered holders
of the Subordinated Notes from time to time (each a “Noteholder” and, collectively, the “Noteholders”),
together with the holders of any obligations of the Company ranking on parity with the Subordinated Notes, shall be entitled to be paid
from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution,
whether in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior in the
right of payment to the Subordinated Notes, (ii) with respect to 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 September
30, 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 10 days’ notice to the holder of this Subordinated Note at an amount equal to 100% of the
outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date. “Tier 2
Capital Event” means the Company’s good faith determination that, as a result of (1) any amendment to, or change in,
the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the
United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the
United States that is enacted or becomes effective after the issue date of this Subordinated Note, (2) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the issue date of this Subordinated Note, or (3) any
official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws, rules, regulations, policies or guidelines with respect thereto that is announced after the issue date of this
Subordinated Note, there is more than an insubstantial risk that the Company will not be entitled to treat the Subordinated Notes
then outstanding as Tier 2 capital (or its equivalent) for purposes of capital adequacy guidelines of the Federal Reserve Board, as
then in effect and applicable to the Company (“Tier 2 Capital”), for so long as any Subordinated Notes are
outstanding. “Tax Event” means the receipt by the Company of an opinion of independent tax counsel experienced in
such matters to the effect that as a result of (1) an amendment to or change (including any announced prospective amendment or
change) in any law or treaty, or any regulation thereunder, of the United States or any of its political subdivisions or taxing
authorities; (2) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure,
regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory
procedure or regulation (any of the foregoing, an “Administrative or Judicial Action”); or (3) an amendment to or
change in any official position with respect to, or any interpretation of, an Administrative or Judicial Action or a law or
regulation of the United States that differs from the previously generally accepted position or interpretation, in each case, which
change or amendment or challenge becomes effective or which pronouncement, decision or challenge is announced on or after the issue
date of this Subordinated Note, there is more than an insubstantial risk that interest payable by the Company on the Subordinated
Notes is not, or within 90 days of such opinion, will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes. “Investment Company Event” means receipt by the Company of an opinion of independent
counsel experienced in such matters to the effect that there is more than an insubstantial risk that the Company is or, within 90
days of the date of such legal opinion will be, considered an “investment company” that is required to be registered
under the Investment Company Act of 1940, as amended.


 






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(b)              
Redemption on or after Fifth Anniversary. On or after September 30, 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. The redemption referenced in this Section 4(b) (Redemption on or after Fifth Anniversary)
shall be subject to the receipt of any required regulatory approval.


 


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


 


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


 


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


 






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


 


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


 


		5.	Global Subordinated Notes.



 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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6.                       
Events of Default; Acceleration.


 


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


 


(a)              
the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary
case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States
or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of sixty (60) consecutive
days;


 


(b)              
the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter
in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for
relief in an involuntary case or proceeding under any such law;


 


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


 


(d)              
the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become
due and payable, and the continuation of such failure for a period of fifteen (15) days;


 


(e)              
the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become
due and payable;


 


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


 


(g)              
the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated
Notes, and the continuation of such failure for a period of thirty (30) days after the date on which notice specifying such failure, stating
that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given,
in the manner set forth in Section 22 (Notices), to the Company by a Noteholder; or


 


(h)               the
default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an
aggregate principal amount outstanding of at least $25,000,000, whether such indebtedness now exists or is created or incurred in
the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable
after the expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and
payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such
indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having been discharged or such
acceleration having been rescinded or annulled.


 



    16 


     


    





 


Unless the principal amount
of this Subordinated Note already shall have become due and payable, if an Event of Default set forth in Section 6(a) or Section
6(b) above shall have occurred and be continuing, the Noteholder, by notice in writing to the Company, may declare the principal amount
of this Subordinated Note to be due and payable immediately and, upon any such declaration, the same shall become and shall be immediately
due and payable, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices.
Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event
of Default other than an Event of Default described in Section 6(a) or Section 6(b), no Noteholder may accelerate
the Stated Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes,
immediately due and payable. The Company, within forty-five (45) calendar days after the receipt of written notice from any Noteholder
of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown
on the Security Register (as defined in Section 14 (Registration of Transfer, Security Register) below), such written notice of
Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company
in writing.


 


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


 


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


 






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		8.	Affirmative Covenants of the Company.



 


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


 


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


 


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


 


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


 


(iv)         The
appointment, resignation, removal or termination of the chief executive officer or president of the Company or Orange Bank & Trust
Company (the “Bank”); or


 


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


 


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


 


(c)              
Maintenance of Office. The Company will maintain an office or agency in the Borough of Manhattan, New York, New York or
the City of Houston, Texas, where Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Subordinated Notes may be served.


 


The Company may also
from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will
in any manner relieve the Company of its obligation to maintain an office or agency in the State of New York or the State of Texas.
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.


 






    18


     


    

 


(d)              
Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and
effect: (i) the corporate existence of the Company; (ii) the existence (corporate or other) of each subsidiary; and (iii) the rights (constituent
governing documents and statutory), licenses and franchises of the Company and each of its subsidiaries; provided, however, that
the Company will not be required to preserve the existence (corporate or other) of any of its subsidiaries or any such right, license
or franchise of the Company or any of its subsidiaries if the Board of Directors of the Company determines that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its subsidiaries taken as a whole and that the loss thereof will
not be disadvantageous in any material respect to the Noteholders.


 


(e)              
Maintenance of Properties. The Company will, and will cause each subsidiary to, cause all its properties used or useful
in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment
of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at
all times; provided, however, that nothing in this Section 8(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.


 


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


 


(g)               Waiver
of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth
in Section 8(c) (Maintenance of Office), Section 8(d) (Corporate Existence), Section 8(e) (Maintenance of
Properties), or Section 8(f) (Transfer of Voting Stock) above, with respect to this Subordinated Note if before the time for
such compliance the Noteholders of at least a majority in aggregate principal amount of the outstanding Subordinated Notes, by act
of such Noteholders, either will waive such compliance in such instance or generally will have waived compliance with such term,
provision or condition, but no such waiver will extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver will become effective, the obligations of the Company in respect of any such term,
provision or condition will remain in full force and effect.


 






    19


     


    

 


(h)             Tier 2 Capital. Whether or not the Company is subject to consolidated capital requirements under applicable regulations
of the Federal Reserve, if all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the
limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity of
the Subordinated Notes, the Company will promptly notify the Noteholders and thereafter, the Company and the Noteholders will work together
in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations
evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section
8(i) (Tier 2 Capital) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital
Event pursuant to Section 4(a) (Redemption Prior to Fifth Anniversary) or Section 4(b) (Redemption on or after Fifth Anniversary).


 


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


 


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


 


(k)              Financial Statements; Access to Records.


 


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


 


(ii)             
Unless the Company is then subject to Section 13 or 15(d) of the Exchange Act, not later than ninety (90) days from the end
of each fiscal year, upon request the Company shall provide the Noteholder with copies of the Company’s audited financial statements
consisting of the consolidated balance sheet of the Company as of the fiscal year end and the related statements of income (loss) 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.


 






    20


     


    

 


(iii)           
 In addition to the foregoing Sections 8(k)(i) and (ii), if a Noteholder holds at least 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,
the Company agrees to furnish to such Noteholder, upon request, with such financial and business information of the Company and the Bank
as such Noteholder may reasonably request as may be reasonably necessary or advisable to allow such Noteholder to confirm compliance by
the Company with this Note.


 


(l)                
Company Statement as to Compliance. The Company will deliver to the Noteholders, within one hundred twenty (120) days after
the end of each fiscal year, an Officer’s Certificate covering the preceding fiscal year, stating whether or not, to the best of
the certifying officer’s knowledge, the Company is in default in the performance and observance of any of the terms, provisions
and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default,
specifying all such defaults and the nature and status thereof of which such officer may have knowledge.


 


		9.	Negative Covenants of the Company.



 


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


 


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


 


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


 


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


 


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


 


10.             
Denominations. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations
of $100,000 and integral multiples of $1,000 in excess thereof.


 






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


 


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


 


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


 






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14.              Registration
of Transfer, Security Register. Except as otherwise provided herein, this Subordinated Note is transferable in whole or in
part, and may be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the
Noteholder in person, or by its attorney duly authorized in writing, at the Payment Office or the offices of the Registrar. The
Company or its agent (the “Registrar”) shall maintain a register providing for the registration of the
Subordinated Notes and any exchange or transfer thereof (the “Security Register”). Upon surrender or presentation
of this Subordinated Note for exchange or registration of transfer, the Company or the Registrar shall execute and deliver in
exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum denomination of
$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
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 Note. To the extent of any such assignment,
such assignee shall have the same rights and benefits against the Company and shall agree to be bound by and to comply with the terms
and conditions of the Purchase Agreement as it would have had if it were the Noteholder hereunder.


 


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


 


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


 






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18.             
Waiver and Consent.


 


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


 


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


 






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19.             
Absolute and Unconditional Obligation of the Company.


 


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


 


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


 


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


 


20.             
No Sinking Fund; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated
Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any subsidiary
of the Company.


 


21.             
No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Subordinated
Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee,
officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor
or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Noteholder
and as part of the consideration for the issuance of this Subordinated Note.


 


22.             
Notices. All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company at
212 Dolson Avenue, Middletown, NY 10940, Attention: Chief Financial Officer, or to such other address as the Company may notify to the
Noteholder (the “Payment Office”). All notices to the Noteholders shall be in writing and sent by first-class mail
to each Noteholder at his or its address as set forth in the Security Register.


 


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


 


24.             
Governing Law; Interpretation. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE
OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER
2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH
INTENT.


 


[Signature Page Follows]


 






    25


     


    

 


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


 


	 	Orange County Bancorp, Inc.
	 
	 	By:	 
	 	Name: Michael Gilfeather
	 	Title: President and Chief Executive Officer




 


ATTEST:


 


	 	 	 




Name: [·]


Title:  [·]


 


[Signature Page to Subordinated Note]


 






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ASSIGNMENT FORM


 


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


 


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




 


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




 


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


	 
	Date:	 	Your signature:	 




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




 


	 	Tax Identification No:	 




 


	Signature Guarantee:	 




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


 


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


 


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


 


CHECK ONE BOX BELOW:


 


	 ̈	(1)	acquired for the undersigned’s own account, without transfer;
	 	 	 
	 ̈	(2)	transferred to the Company;
	 	 	 
	 ̈	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	 	 	 
	 ̈	(4)	transferred under an effective registration statement under the Securities Act;



 






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	 ̈	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;
	 	 	 
	 ̈	(6)	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act);
	 	 	 
	 ̈	(7)	transferred to an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), not referred to in item (6) that has been provided with the information designated under Section 4(d) of the Securities Act; or
	 	 	 
	 ̈	(8)	transferred in accordance with another available exemption from the registration requirements of the Securities Act.


 


Unless one of the boxes is checked, the Company
will refuse to register this Subordinated Note in the name of any person other than the registered holder thereof; provided, however,
that if box (5), (6), (7) or (8) is checked, the Company may require, prior to registering any such transfer of this Subordinated Note,
in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act such as the exemption provided by Rule 144 under such Act.


 


			Signature:	 



 


	










	Signature Guarantee:	 




(Signatures must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Exchange Act Rule 17Ad-l5).


 


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


 


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


 






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